S-1/A

As filed with the Securities and Exchange Commission on January 15, 2009

Registration No. 333-152488

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GATEWAY PACIFIC BANCORP

(Exact name of registrant as specified in its charter)

California	6022	20-2466074
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

3035 E. 8^th Street, National City, California 91950

(619) 241-6902

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Frederick J. (Rick) Mandelbaum, President & CEO

3035 East 8^th Street

National City, California 91950

619-241-6902

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Kurt L. Kicklighter, Esq.

Chad R. Ensz, Esq.

Luce, Forward, Hamilton & Scripps, LLP

600 West Broadway, Suite 2600

San Diego, CA 92101-3372

(619) 699-2526 / Fax: (858) 350-3581

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨	Accelerated filer  ¨	Non-accelerated filer  ¨	Smaller reporting company  x
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, no par value	1,937,500(1)	$10.00	$19,375,000(2)	$761.44

(1) Represents the maximum number of shares of the Registrant’s common stock that may be issued in connection with this offering.

(2) Determined pursuant to Rule 457(o) promulgated under the Securities Act of 1933, as amended.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement becomes effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS

GATEWAY PACIFIC BANCORP

3035 East 8^th Street

National City, CA 91950

619-241-6902

1,500,000 to 1,937,500 Shares ($15,000,000 to $19,375,000) of

Common Stock – No Par Value

Offering Price $10.00 per Share

We are a newly-formed holding company organized to own the shares of Gateway Pacific Bank (In Organization), a California commercial bank we are forming in National City, California. We are offering a minimum of 1,500,000 and up to 1,937,500 shares of our common stock at a price of $10.00 per share. Our organizers, directors and executive officers are making this offering on a best efforts basis without compensation. This offering is scheduled to end on [date 90 days after the effective date of the prospectus], but we may decide to terminate this offering earlier or extend it; provided that this offering shall in no event be extended beyond [            ], 2009 [nine months after effective date]. Subscription funds will be released to us upon our request after receipt of subscriptions for a minimum of 1,500,000 shares of our common stock, and thereafter at our request from time to time. If we return funds to a subscriber for any reason, all cash paid for shares will be promptly returned to such subscriber plus any interest earned on such cash. Our common stock is not quoted on any securities exchange or the NASDAQ Stock Market.

Investing in our common stock involves risks.

See “Risk Factors” beginning on page 3.

TERMS OF THE OFFERING

Price: $10.00 per Share

	Per Share			Minimum		Maximum
Public Offering Price	$	10.00	(1)	$	15,000,000	$	19,375,000
Underwriting Discounts and Commissions (2)	$	0.00		$	0	$	0
Proceeds to Gateway Pacific Bancorp before offering expenses	$	10.00		$	15,000,000	$	19,375,000

(1) Because we have no operating history to help us set a fair market price, our directors have set the public offering price based on the number of shares to be issued divided by our desired capitalization.

(2) Our organizers, directors and executive officers are offering these securities to the public. They will receive no specific compensation for making this offering, although they may be reimbursed for reasonable expenses incurred in connection with this offering, if any. This offering is not being underwritten and we have employed no brokers or salespersons in connection therewith. In addition, we have retained the services of Seapower Carpenter Capital, Inc. (“Carpenter”), a Financial Industry Regulatory Authority (FINRA) - registered broker-dealer, to provide marketing advice to our officers and organizing directors with regard to the marketing of this offering. Carpenter will be paid a fee of $125,000 for those services, plus up to another $10,000 as the estimated reimbursement of reasonable out-of-pocket expenses incurred.

NONE OF THE SECURITIES AND EXCHANGE COMMISSION, THE CALIFORNIA DEPARTMENT OF FINANCIAL

INSTITUTIONS, ANY STATE SECURITIES REGULATOR OR THE FEDERAL DEPOSIT INSURANCE

CORPORATION HAS APPROVED OR DISAPPROVED OF, OR RECOMMENDED OR ENDORSED, THESE

SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION

TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS OR DEPOSIT ACCOUNTS AND ARE NOT INSURED BY

FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities

in any state where the offer or sale is not permitted.

The effective date of this prospectus is [            ]

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
RISK FACTORS	3
TERMS OF THE OFFERING	8
HANDLING OF STOCK SUBSCRIPTION FUNDS	9
USE OF PROCEEDS	10
OUR BUSINESS	11
MANAGEMENT’S PLAN OF OPERATION	16
SUPERVISION AND REGULATION	17
MANAGEMENT	29
CAPITAL STOCK	37
STOCK OPTION PLAN AND STOCK OPTIONS	38
INDEMNIFICATION	44
CERTAIN LEGAL MATTERS	44
EXPERTS	45
INDEX TO FINANCIAL STATEMENTS	45
AVAILABLE INFORMATION	45

THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. STATEMENTS THAT EVENTS OR OUTCOMES “WILL,” ARE “EXPECTED” OR ARE “PLANNED” TO OCCUR, AND SIMILAR PREDICTIVE LANGUAGE, ARE SUCH FORWARD-LOOKING STATEMENTS. THESE STATEMENTS ARE BASED ON A NUMBER OF ASSUMPTIONS REGARDING OUR ABILITY TO RAISE ADEQUATE CAPITAL, OBTAIN APPROPRIATE REGULATORY APPROVALS AND ESTABLISH OUR BUSINESS AS CONTEMPLATED, NONE OF WHICH MAY OCCUR. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF THESE AND OTHER FACTORS, INCLUDING THOSE SET FORTH UNDER “RISK FACTORS” ON PAGES 3 THROUGH 8 AND ELSEWHERE IN THIS PROSPECTUS. WHETHER ANY FORWARD-LOOKING STATEMENTS WILL ULTIMATELY PROVE ACCURATE IS HIGHLY SPECULATIVE.

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PROSPECTUS SUMMARY

THIS SUMMARY HIGHLIGHTS SOME OF THE MATERIAL CONTAINED IN THE BODY OF THIS PROSPECTUS. YOU ARE URGED TO READ THIS ENTIRE PROSPECTUS CAREFULLY BEFORE MAKING A DECISION TO PURCHASE OUR COMMON STOCK. REFERENCES IN THIS PROSPECTUS TO “GATEWAY PACIFIC BANCORP,” “THE COMPANY,” “US,” “OUR,” OR “WE” REFER TO GATEWAY PACIFIC BANCORP, A CALIFORNIA CORPORATION. “GATEWAY PACIFIC BANK,” “OUR BANK,” OR “THE BANK” REFER TO GATEWAY PACIFIC BANK (IN ORGANIZATION), A CALIFORNIA STATE-CHARTERED BANK.

Our Company and Bank

Gateway Pacific Bancorp is a California corporation recently formed for the purpose of owning all of the stock of Gateway Pacific Bank, to be located in National City, California. Our principal activity will be the ownership of all of the outstanding common stock of Gateway Pacific Bank.

Gateway Pacific Bank will be a financial resource for small and medium-sized businesses, business owners, and professionals in San Diego County (the “County”), with an emphasis on serving the businesses in National City and neighboring communities and cities, including Chula Vista, Paradise Hills, Imperial Beach, East Lake, and Bonita.

Our proposed corporate headquarters, and the proposed main office of Gateway Pacific Bank, will be located at a leased facility to be identified in National City, California.

Our Objectives

Our principal objective is to maximize value for our shareholders. In order to do so, in our early years we will focus on becoming profitable and then growing profitably. We will be opportunistic in adding the right bankers to our team and in acquiring market share where it will enhance the value of our stock. The interests of all of our stakeholders in the communities we serve will best be served by a strong local financial institution with a loyal and enthusiastic shareholder base. In addition, we will strive to develop a preferred community bank that enhances value to its customers, employees, shareholders and the community it serves.

The Keys to Our Business Success

We believe that the time is ripe for a new community bank serving our target market. Many of our potential customers are underserved. In addition, we think that a bank without troubled loans or a history of loan or internal issues will be well-positioned to provide banking services to these customers.

We expect our Bank to be successful for several reasons:

• The Bank will be the first state-chartered bank in National City, California, although it will not be the only banking institution located in National City.

• The Bank will take advantage of the personal connections of members of its board of directors (the “Board”) with the diverse population within its target market, segments of which, such as the Filipino and Hispanic communities, we believe are underserved by other financial institutions.

• The Bank will also target businesses that provide products and services in the Port of San Diego (the “Port”) through Board participation in Port-related organizations.

• The Bank’s Board and Bank staff currently, and we expect will continue to, reflect the ethnic composition of the communities the Bank will serve in order to nurture supportive and long-lasting banking relationships within those communities.

• Our Board includes tested community leaders and experienced bank board members. Two of our directors have bank director experience. One of our directors served as the Mayor and Councilman of National City. Several of our directors are local businessmen and women with success in many entrepreneurial endeavors. Two of our proposed directors had careers in collegiate and graduate Business education.

• Our proposed executive officers are experienced bankers. The Bank’s executives are seasoned in commercial real estate, SBA, homeowners association and other lines of business where opportunities for profitable banking relationships can be built.

• We will mount an aggressive sales program led personally by our Chief Executive Officer, in which our executives and two experienced financial services business development officers will actively seek out and obtain business in our target market in a coordinated effort.

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Our Directors and Management

The efforts to organize our Company and Bank have been driven by local entrepreneurs, bankers and public servants who share a common vision of a community bank that can grow into a profitable enterprise that will be responsive to its constituents. In addition to our Board, 13 organizers who share our vision have contributed money and time to advancing our vision and we hope will support the Bank when it opens for business. Our Board and other organizers have provided more than $1,100,000 in equity funding to date, with no guaranty of success, towards the pre-opening expenses and capitalization of the Company and the Bank. Certain Board members and organizers have also personally guaranteed our $1,000,000 line of credit. You can find out more about our directors in the section below entitled “Management.”

Our Regulatory Status

When we complete this offering and the Bank receives regulatory approval, we expect to open for business at a location in National City, California, yet to be identified. The Bank received approval from the Commissioner (the “Commissioner”) of the California Department of Financial Institutions (“DFI”) to organize a commercial bank under the laws of the State of California on April 4, 2008, subject to certain conditions. Among other conditions, the Bank must be capitalized with at least $15,000,000 by the Company, which we expect to raise in this offering. The Bank also received preliminary approval from the Federal Deposit Insurance Corporation (“FDIC”) for deposit insurance on September 17, 2008, pursuant to which the FDIC will insure the Bank’s deposits up to the maximum legal limit. On April 22, 2008, we applied to the Federal Reserve Board (“FRB”) for authority to become a bank holding company. On June 16, 2008, the FRB approved our application to become a bank holding company. Assuming that this offering is successful and the requisite final regulatory approvals are obtained, we anticipate that the Bank will open its doors for business in June 2009.

Offering Summary

Securities Offered	1,500,000 to 1,937,500 shares of common stock, no par value.
Price Per Share of Common Stock	$10.00 per share.
How to Subscribe	Potential subscribers are requested to deliver a completed and executed application for subscription for common stock along with the full subscription price on or before [Offering Expiration Date] (unless terminated earlier or extended). After this offering closes we will determine, in our sole discretion, whether to accept or reject each subscription. We reserve the right to reject any subscription, in whole or in part. See “Terms of the Offering.”
Anticipated Use of Proceeds	The proceeds of this offering will be used primarily to provide the Bank with working capital and, to a lesser extent, to provide the Company with working capital and to pay pre-opening expenses of the Bank and the Company.
Expiration Date	This offering will expire on [Offering Expiration Date], unless extended or earlier terminated.
Shares outstanding at November 30, 2008	118,999 shares purchased by our directors and 13 organizers in a private placement to raise funds for our organization and offering expenses and pre-opening expenses and capital costs of the Bank and the Company.
Shares to be outstanding after the offering	1,618,999 in the event of the minimum offering and up to 2,056,499 in the event of the maximum offering.

Corporate Information

The Company Name	Gateway Pacific Bancorp
Bank Name	Gateway Pacific Bank (In Organization)
Proposed Business	General commercial banking
Date of Bank Organization	April 24, 2008
Anticipated Bank Opening Date	June 2009
Proposed Bank and Company Headquarters	To be identified in National City, California
Investor Contact	Mr. Frederick J. (Rick) Mandelbaum – (619) 241-6902

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RISK FACTORS

You should carefully consider the following risk factors and all other information contained in this prospectus before subscribing for our common stock. Investing in these securities involves a high degree of risk. The risks and uncertainties described below are not the only ones we face. If any of the events described below occur, our business, results of operations and financial condition could be materially adversely affected. In addition, the trading price of our common stock could decline due to any of the events described below, and you could lose part or all of your investment.

RISKS RELATED TO THE COMMON STOCK TO BE SOLD IN THIS OFFERING

We do not expect there to be an active market for our common stock.

Although we expect to apply to have our shares trade on the OTC Bulletin Board, we do not expect an active trading market to develop for our common stock in the foreseeable future. Our common stock will not be listed on any securities exchange and we have no plans to seek any such listing, if ever. In addition, the price at which you may be able to sell your shares is very unpredictable because we do not expect there to be many trades in our stock.

Your investment in Gateway Pacific Bancorp’s common stock is not an insured deposit.

Gateway Pacific Bancorp’s common stock is not a bank deposit and, therefore, is not insured against loss by the Federal Deposit Insurance Corporation, commonly referred to as the FDIC, any other deposit insurance fund or by any other public or private equity. Investment in Gateway Pacific Bancorp common stock is subject to the same market forces that affect the price of common stock in any company.

Our directors and executive officers will have a concentrated ownership of our common stock following this offering.

At the conclusion of this offering, we expect that our directors and executive officers will hold approximately 10% of our outstanding common stock as a result of their purchase of stock in this offering, based upon the minimum number of shares being sold in this offering. See “Security Ownership of Beneficial Owners and Management,” below.

Our stock options will dilute the potential ownership and control by investors in this offering.

The shares of the Company do not have preemptive rights. This means that you may not be entitled to buy additional shares if shares are offered to others. Nothing restricts management’s ability to offer additional shares of stock for fair value to others in the future. Your ownership interest in Gateway Pacific Bancorp will be diluted in such event. We also expect to grant stock options to purchase up to 474,327 (in the event of the minimum offering) to 513,702 (in the event of the maximum offering) shares of common stock to our organizers, directors, executive officers, employees and consultants. The actual number of stock options authorized to be granted under the plan will be equal to 30% of the shares of common stock outstanding as of the date we open for business. Option grants increase the potential number of outstanding shares relative to our outstanding equity and will therefore have a dilutive effect on the per-share value of outstanding common stock. The issuance of options will also result in additional expense to us that will make it harder for us to attain profitability. See “Management – Remuneration of Organizers, Directors and Certain Officers,” below, and “Stock Option Plan and Stock Options,” below.

Your subscription is irrevocable.

An offer to purchase shares of common stock in this offering is irrevocable. Funds delivered by a subscriber in connection with their subscription application will not be returned to a subscriber for any reason unless this offering is cancelled in its entirety or if the Company rejects a subscriber’s subscription, and in the event of rejection, only the portion of the funds that represent the portion of the subscription rejected will be returned.

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We do not expect to pay any dividends to shareholders in our initial years of operation.

During our initial years of operation, we intend to follow a policy of retaining earnings, if any, to capitalize the future growth of our business, strengthen our financial condition, and develop and expand our services and facilities. Consequently, we do not expect to pay any dividends to our shareholders in our initial years of operation, if ever. See “Capital Stock – Dividends,” below.

The offering price has been set without the advice of a professional underwriter.

Because we were recently formed and Gateway Pacific Bank has not yet been organized, the public offering price could not be set by referencing historical measures of our financial performance. The public offering price bears no relationship to our assets, book value, net worth or any recognized criteria value. To help us set a fair market price, our directors have set the initial offering price of $10.00 per share. We have not received the advice of any independent investment-banking firm in setting this price. Such price may not reflect the proper initial valuation of our common stock.

This offering is being conducted without the advice of a professional underwriter.

The common stock being sold in this offering is being sold directly by our organizers, directors and executive officers, none of whom will receive any commissions or other remuneration for such sales. This offering is not underwritten or being sold through the Financial Industry Regulatory Authority or any licensed broker-dealer. Thus, there has been no independent review conducted of the terms of this offering or of any other matters covered in this prospectus. See “Terms of the Offering,” below.

The payment of organizational and pre-opening expenses will reduce our capital.

Immediately after we commence business, we intend to use a portion of the funds raised in this offering to pay for the expenses of this offering and for organizational and other pre-opening expenses. If the Bank opens for business in June 2009, we estimate that net organizational and pre-opening expenses for the Company and the Bank will be approximately $2,198,046. We cannot capitalize our pre-opening expenses, including those incurred prior to this offering and financed by the organizers of the Bank. Consequently, the payment of pre-opening expenses will reduce the book value of each share purchased from $10.00 to approximately $8.64 in the case of a minimum offering of $15,000,000 and to approximately $8.93 in the case of a maximum offering of $19,375,000. The Bank may not open in June 2009 and that actual organizational or pre-opening expenses may exceed our estimates. See “Use of Proceeds,” below.

Gateway Pacific Bancorp’s Board may have interests that may be different from yours.

Your interest as an investor in Gateway Pacific Bancorp may be different from the Board’s because the Board may want to continue to control the Company, even if it means foregoing an attractive offer you might prefer. Yet, the Board will exercise significant control over the selection of future Board members and company policies.

It may be difficult for us to raise additional capital if we need to do so.

While we currently have no plans to issue additional equity securities, we may need to do so in the future if additional capital is required. To raise additional capital, we may have to issue securities that will dilute the investors’ share ownership in this offering. It may not be possible for us to raise capital in any case.

RISKS RELATED TO THE CONDUCT OF OUR BUSINESS

Loss of any of our senior executive officers could impair our business or our growth.

We will be materially dependent on the performance of our President and Chief Executive Officer, Frederick J. (Rick) Mandelbaum; our Chief Credit Officer, Chris J. Renko; and our Chief Financial Officer, Kirk S. Colburn. The loss of services of any of these executives, or their failure to adequately perform their management functions, would make it difficult for us to grow our business, obtain and retain customers, and set up and maintain appropriate internal controls for our operations.

Termination without cause of certain officers would have material adverse financial effects on us.

In the event that the employment of Frederick J. (Rick) Mandelbaum is terminated without cause, under the terms of his employment agreement, we would have to provide continued salary to him. In the event that the employment of Kirk S. Colburn is terminated without cause related to a transaction resulting in a change of control of the Company, we would have to provide continued salary to him. Any such event would impose significant expense on the Bank that would be fully recognized at the date of termination of employment. The expense could materially delay our becoming profitable, and the expense of the payments related to a sale of the Bank could adversely affect any potential sale of the Bank and the price our shareholders could receive in such a sale. See “Management – Compensation Pursuant to Employment Agreements,” below.

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We have no prior operating history and expect to incur losses for some period of time.

While some of our directors and all of our senior management team have prior banking experience, we are newly organized and have no prior operating history. Gateway Pacific Bancorp, the issuer of your shares, is a new business whose success will depend on Gateway Pacific Bank’s operations. Gateway Pacific Bank is also a new business that will be successful only if the income earned on loans and investment securities and from fees is greater than the interest paid on deposits and other sources of funds and general operating expenses. Accordingly, our business is subject to the risks inherent in the establishment of any new business enterprise in addition to the special risks of starting a new bank. We expect to suffer losses for some period of time. Historically, new banks have lost money during at least the first two or three years of operation, and with respect to recent new banks in the State of California many have experienced losses for even longer.

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Competition with other banks and other financial institutions could adversely affect our business.

We will face vigorous competition from other banks and other financial institutions, including savings and loan associations, savings banks, finance companies and credit unions located in the San Diego County communities of National City, Chula Vista, Paradise Hills, Coronado, downtown San Diego, La Jolla, Lemon Grove, La Mesa and El Cajon. A number of these financial institutions have substantially greater resources and lending limits, larger branch systems and a wider array of banking services than we offer. These competitors aggressively solicit customers within their market area by advertising through direct mail, electronic media and other means. This competition may reduce or limit our profit margins on banking services, may keep us from building or maintaining market share, and may adversely affect our results of operations and financial condition. This competition has the effect of making it difficult for us to obtain deposits or loans because of interest rate and payment terms we may not be able to match. See “Our Business – Competition,” below.

We may fail to attract qualified employees.

Success in a commercial banking business is particularly dependent on employing experienced and service-oriented personnel at all levels. We intend to hire, and are already making efforts to hire, experienced lending and operations officers, but we may not be able to staff Gateway Pacific Bank with appropriate personnel when the Bank opens for business. Qualified employees will command competitive salaries.

If the Bank’s allowance for loan losses is insufficient, the Bank may not be able to generate earnings.

The Bank will create an allowance for loan losses on its balance sheet at an amount that it believes will be sufficient to provide adequate protection against losses in its loan portfolio. The Bank will make a number of assumptions and evaluations of its loan portfolio and specific loans in determining the adequacy of its allowance for loan losses. If the Bank’s assumptions or evaluations prove incorrect it could suffer loan losses in excess of the allowance, which would immediately reduce any earnings it might otherwise have.

If the Bank fails to open when anticipated, it will incur additional costs.

There is a risk that Gateway Pacific Bank will not open as soon as expected or will not open at all. We cannot open until we receive the required regulatory approvals and sell the minimum number of shares. If our opening is delayed beyond June 2009, we will incur unplanned expenses, which will make it more difficult for us to become profitable and will reduce the value of our stock. This will make it harder for you to recover your investment. If we do not receive approval to open the Bank, either due to regulatory problems or a failure to sell sufficient shares of common stock, your entire investment will be returned to you, together with any interest earned on your subscription funds. You will have lost the possible value of another venture that might have earned you a profit.

Local economic conditions may affect our ability to become profitable.

We expect much of our business to be in National City and the neighboring communities and cities, including Chula Vista, Paradise Hills, Imperial Beach, East Lake, and Bonita. If business conditions deteriorate in these areas, our business, particularly our lending business, will suffer and our loans may not be fully repaid. See “Our Business – San Diego County; –National City; and –San Diego South County Region,” below.

Poor economic conditions in Southern California may cause us to suffer higher default rates on our loans and decreased value of the assets we hold as collateral.

A substantial majority of our assets and deposits will be generated in Southern California. As a result, poor economic conditions in Southern California may cause us to incur losses associated with higher default rates and decreased collateral values in our loan portfolio. In the early 1990s, the entire state of California experienced an economic recession that resulted in increases in the levels of delinquencies and losses for many of the State’s financial institutions. A future decline in the Southern California economy would adversely affect our business.

Declines in Southern California real estate values could adversely affect us.

We expect that many of the Bank’s loans will be made to businesses involved in real estate or will be secured by real estate located in Southern California, primarily in San Diego County. Declines in real estate values could significantly reduce the ability of real estate-related businesses to repay their loans, cause us to curtail the volume of loans we would be able to make to these types of businesses, and reduce the value of the real estate collateral securing our loans. Reductions in collateral value could cause the Bank to have to book additional loan loss reserves and upon foreclosure it would have to carry a foreclosed property on its books as a nonperforming asset, all of which would adversely affect the Bank’s results of operations and delay profitability if it has not attained profitability. Real estate values reflect the following, among other variables:

• the socioeconomic conditions of the area where real estate collateral is located;

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• fluctuations in interest rates;

• availability of credit;

• property and income tax laws;

• local zoning ordinances governing the manner in which real estate may be used; and

• federal, state and local environmental regulations.

Our small business customers may lack the resources to weather a downturn in the economy.

One of the primary focal points of the Bank’s business development will be serving the banking and financial services needs of small- and medium-sized businesses. These businesses generally have fewer financial resources in terms of capital or borrowing capacity than do larger businesses. If economic conditions are generally unfavorable in San Diego County, the Bank’s business customers may not be able to fully repay their loans and the Bank could suffer loan losses as a result. Consequently, the Bank may assume greater lending risks than other financial institutions that have a smaller concentration of those types of loans, and which tend to make loans to larger businesses. See “Our Business,” below.

Gateway Pacific Bank is limited in the amount it can lend to any individual borrower.

Gateway Pacific Bank is limited in the amount that it can lend to a single borrower. Therefore, the size of the loans that it can offer to potential customers is less than the size of loans that its competitors with larger lending limits can offer. Legal lending limits also affect the Bank’s ability to seek relationships with larger and more established businesses. Gateway Pacific Bank may not be able to attract and retain customers seeking loans in excess of its lending limits because it cannot make such loans on its own and the Bank may not be able to find other lenders willing to participate in such loans with it on favorable terms.

Fluctuations in interest rates could prevent us from becoming or remaining profitable.

We expect to make money on the difference between the interest we pay on deposits and the interest we collect on loans and investments. If the difference between these rates narrows we will make less money. This could occur, for instance, if the rates we pay depositors rise, but the rates we charge on loans fall or rise to a lesser degree. Among other things, rapid changes in interest rates could cause this to occur.

We must effectively deploy technology to succeed.

Our future success will depend in part upon our ability to create additional technology-driven efficiencies in our operations, particularly in light of the increasing efficiency of our competitors. The added cost of technology for a small bank like us, which has to rely upon third-party vendors, adversely affects our profitability. Further, in providing Internet access and remote capture to our customers, it is possible that the online services we offer and the data interfaces, as provided by a third-party vendor, may not be impervious to data intrusion or compromise.

Our internal operations depend on the performance of third-parties under long-term contracts.

We have or will enter into long-term contracts for our core processing and management of our technology infrastructure with third-party service providers. The proper functioning of our technology, which will be crucial to managing many of our customer relationships and executing basic banking business, will depend on the proper performance of these third parties of their obligations and our ability to work cooperatively with them. In addition, we will depend in large part upon them to comply with applicable banking regulations, including protecting the privacy of customer financial information, in performing their services. In the event of failures of service by these providers, we could lose customers. The contracts can be very difficult to terminate and changing vendors could impose significant expenses upon us.

Geopolitical concerns and the heightened risk of terrorism have caused business uncertainty.

The business climate domestically and around the world has been volatile since September 11, 2001 and continues to be adversely affected by geopolitical concerns and the heightened risk of terrorism. Businesses and the stock markets continue to suffer from the uncertainty created by these events and this could adversely affect our operations as well.

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We operate in a highly regulated industry, which adds significant costs to our operations.

Gateway Pacific Bancorp and Gateway Pacific Bank are subject to extensive regulation. Supervision, regulation and examination of banks and bank holding companies by regulatory agencies are intended primarily to protect depositors rather than shareholders. These regulatory agencies examine bank holding companies and commercial banks, and establish capital and other financial requirements. The costs of regulatory compliance are rising. Because we will be a relatively small bank, we expect to incur increased proportional costs for the monitoring and reporting of some customer banking transactions to the Federal government, and for protecting customer privacy, among other things. Gateway Pacific Bank’s regulatory approvals for commencing banking operations are also subject to certain conditions. For example, our Tier 1 Capital to Assets Leverage ratio must be maintained at not less than 11% throughout the first three years of operation and we must provide an adequate allowance for loan and lease losses. See “Supervision and Regulation,” below.

Recent legislation addressing corporate and auditing scandals may result in increased costs of compliance.

The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and related regulations are increasing the costs of all public companies and have imposed new requirements on auditors. See “Supervision and Regulation,” below.

TERMS OF THE OFFERING

General

As described in this prospectus, we are offering 1,500,000 to 1,937,500 shares of our common stock, no par value, for a cash price of $10.00 per share and for an aggregate subscription price of $15,000,000 to $19,375,000. The Commissioner has required that the Bank be capitalized with at least $15,000,000 in proceeds from this initial offering. This offering will expire on [            ], 2009, subject to earlier termination. The term of this offering may be extended to [            ], 2009 [nine months after effective date] in our sole discretion.

We are not required to secure or accept subscriptions for the maximum number of shares of our common stock being offered. We may, in our sole discretion, close this offering by determining to accept all or a portion of such subscriptions, as long as we accept subscriptions for at least 1,500,000 shares. IN DETERMINING WHICH SUBSCRIPTIONS TO ACCEPT, IN WHOLE OR IN PART, WE MAY IN OUR SOLE DISCRETION TAKE INTO ACCOUNT A SUBSCRIBER’S POTENTIAL TO DO BUSINESS WITH OR TO DIRECT CUSTOMERS TO THE BANK.

Subscription Procedure

To facilitate the subscription for shares of our common stock, an impound account (the “Impound Account”) has been established at Pacific Coast Bankers’ Bank, San Francisco, California (the “Impound Agent”). Subscription offers to purchase our common stock may be made by completing and signing the enclosed application for subscription (the “Subscription Application”) in triplicate, retaining one copy for your records, and delivering two copies directly to the Impound Agent at the following address:

Gateway Pacific Bancorp

c/o Pacific Coast Bankers’ Bank

340 Pine Street, Suite 401

San Francisco, California 94104

Attention: Impound Account

PACIFIC COAST BANKERS’ BANK IS ACTING ONLY AS AN IMPOUND AGENT IN CONNECTION WITH THIS OFFERING AND IS NOT ENDORSING OR RECOMMENDING THE PURCHASE OF ANY SHARES IN THIS OFFERING, HAS NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS AND IS NOT GUARANTEEING ANY OBLIGATIONS OF THE COMPANY TO SUBSCRIBERS.

IMPORTANT: THE FULL SUBSCRIPTION PRICE FOR THE SHARES REQUESTED TO BE PURCHASED MUST BE REMITTED WITH THE SUBSCRIPTION APPLICATION IN ORDER TO CONSTITUTE A VALID SUBSCRIPTION OFFER. THE SUBSCRIPTION PRICE CONSISTS OF THE NUMBER OF SHARES THE SUBSCRIBER SEEKS TO PURCHASE MULTIPLIED BY $10.00. THE SUBSCRIPTION PRICE MUST BE PAID IN U.S. CURRENCY BY CHECK, BANK DRAFT, CASHIER’S CHECK OR MONEY ORDER PAYABLE TO PACIFIC COAST BANKERS’ BANK FOR GATEWAY PACIFIC BANCORP IMPOUND ACCOUNT OR BY WIRE TRANSFER OF FUNDS TO THE IMPOUND ACCOUNT MAINTAINED BY AND AT THE OFFICES OF THE IMPOUND AGENT FOR THE PURPOSE OF ACCEPTING SUBSCRIPTIONS, ABA NO. 121042484, ATTENTION: PAC CST BKERS BK SF, CREDIT TO: GATEWAY PACIFIC BANCORP, FURTHER CREDIT: INVESTOR NAME/REGISTRATION, ACCOUNT NUMBER 1003790.

Subscriptions are irrevocable. Funds delivered by a subscriber in connection with their Subscription Application will not be returned to a subscriber for any reason unless this offering is cancelled in its entirety or if the Company rejects a subscriber’s subscription, and in the event of rejection, only the portion of the funds that represent the portion of the subscription rejected will be returned.

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The subscription price will be deemed to have been received by the Impound Agent only upon receipt of collected funds, in the full amount of the subscription price, into the Impound Account designated above. If paying by uncertified personal check, funds paid thereby may take at least five business days or more to clear. Accordingly, a subscriber who wishes to pay the subscription price by means of uncertified personal check is urged to make payment sufficiently in advance of [            ], 2009 (the “Expiration Date”) or any earlier termination date to ensure that the subscriber’s check is received and clears by the Expiration Date and is urged to consider an alternative means of payment, such as by means of certified or cashier’s check, money order or wire transfer of funds.

We may cancel this offering in its entirety at any time. Any costs and expenses will be borne by the Company.

Marketing Advisor

This offering of our common stock will be made by our organizers, directors, and executive officers who will solicit subscriptions from prospective shareholders. No discounts or commissions will be paid in connection with the sale of shares of our common stock; however, these individuals will be reimbursed for their actual expenses incurred in connection with this offering, if any. In addition, we have retained the services of Seapower Carpenter Capital, Inc. (“Carpenter”), a consultant and adviser to community banks, as a marketing advisor to perform certain services for us in connection with this offering. Carpenter will assist us in developing a marketing strategy and marketing materials, conduct training sessions with our directors and officers for the purpose of increasing the effectiveness of those individuals in marketing the shares and performing such other consulting services in connection with this offering as we may require. Carpenter will not participate in the sale of our common stock and will not be entitled to any discounts or commissions in connection with the sale of our shares. The compensation to be paid to Carpenter will be $125,000 plus up to an additional $10,000 as reimbursement for reasonable out-of-pocket expenses incurred by that firm. All fees will be paid within 30 days of the Bank’s opening. In the event that the offering is terminated, Carpenter shall be reimbursed only for its actual accountable and reasonable out-of-pocket expenses incurred in connection with the offering.

Expiration Date

We will accept subscriptions until 5:00 p.m. Pacific Time on the Expiration Date unless this offering is fully subscribed prior to the Expiration Date or we close or terminate this offering before the Expiration Date and, in any event, this offering may be closed without further notice. The Expiration Date may be extended without notice to [            ], 2009 [nine months after effective date]. Generally, no such extension will affect the rights of those who have already subscribed. It is anticipated that we will commence operations in June 2009 or as soon as practicable thereafter.

HANDLING OF STOCK SUBSCRIPTION FUNDS

Impound Account

As described above, subscribers should send all subscription funds directly to the Impound Agent. Any subscription funds received directly by us will be forwarded to the Impound Account. Any subscription funds that are sent in error to a member firm of FINRA shall be transmitted to the Impound Agent by noon of the next business day after receipt by such member. All such funds will remain in the Impound Account until the cancellation of the offering or receipt of subscriptions for a minimum of 1,500,000 shares of our common stock or until the Expiration Date (including any extensions), whichever shall first occur. The funds in the Impound Account will be invested in short-term certificates of deposit issued by the Impound Agent. The Impound Agent will release all impound funds in the Impound Account to the Company upon its request after receipt of subscriptions for a minimum of 1,500,000 shares of our common stock, and thereafter at the Company’s request from time to time, pursuant to the Company’s written instruction. The Company will not be permitted to begin using the subscription funds to pay for expenses unless and until it receives subscriptions for a minimum of 1,500,000 shares of common stock.

Any interest from investment of funds will accrue to and be the property of the Company and any losses on investment will be borne by the Company except as follows: (1) if the Company rejects a subscription, or any portion thereof, the Company will promptly return to such subscriber such portion of its subscription payment that equals the excess of the amount required in payment for the shares of our common stock for which the subscription was accepted; (2) if for any reason the Company cancels this offering, the Bank does not commence banking operations or does not receive final approval from the Commissioner to commence operations, all subscriptions will be canceled and all subscription funds will be promptly returned to the subscribers pro rata after crediting any interest realized from investing such subscription funds (from the date on which such funds are deposited into the Impound Account until the date such funds are returned) without any further liability on the part of the Company; and (3) if the Company returns funds to a subscriber for any other reason, all cash paid for shares will be promptly returned to such subscriber plus any interest earned on such cash, without any further liability on the part of the Company. In the event that regulatory approvals have been received and the minimum offering amounts is raised, but the Bank does not commence operations, investors will promptly receive their whole subscription amounts. All appropriate refunds, if any, will be mailed no later than ten business days after the expiration, close or cancellation of this offering. Pursuant to the Bank’s approval from the DFI, the Bank must commence banking operations and open for business on or before April 4, 2009. The Bank is currently in the process of preparing a request to the DFI for an extension of such deadline for a minimum of 90 days.

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Issuance of Stock Certificates

Certificates representing shares of our common stock duly subscribed and paid for and accepted by the Company will be issued as soon as practicable after the close of this offering.

USE OF PROCEEDS

The Company intends to use the $15,000,000 to $19,375,000 of gross proceeds from this offering for general corporate purposes, primarily to provide the Bank with working capital.

We intend to (i) infuse most of the net proceeds to capitalize Gateway Pacific Bank, (ii) to pay our organizational expenses and (iii) to retain the rest of the proceeds at the holding company level for capital needs that arise in the future. We intend to capitalize Gateway Pacific Bank with $15 million in the event of the minimum offering and up to $19.375 million in the event of the maximum offering, provided we may maintain more working capital at the holding company level at the discretion of our board of directors as long as we capitalize the Bank with at least $15 million.

Organization, Issuance and Distribution Expenses

We anticipate that we will incur approximately $282,761 for the direct costs of this offering in the event of the minimum offering and approximately $286,861 in the event of the maximum offering, including printing and distribution expenses as well as legal, consulting and other professional fees (the “Offering Costs”). As of November 30, 2008, we had incurred and paid pre-opening expenses and offering costs for the Company and the Bank of approximately $1,387,094, which were funded by the investments of our organizers. We expect to incur additional pre-opening expenses and offering costs for the Company and the Bank of approximately $810,952, which include pre-opening personnel costs, occupancy costs, professional fees, and other administrative operating expenses (collectively, the “Pre-Opening Expenses”). In addition, we anticipate that our pre-opening costs for items that will be capitalized as assets by the Bank on its balance sheet will be approximately $867,907, most of which we expect to be paid from the proceeds of the offering. These capitalized costs include leasehold improvements of approximately $330,288 (based on improvements estimated for a property we have not been able to lease), furniture, equipment, and software of approximately $499,422, and other miscellaneous assets of approximately $38,197 (“Capital Acquisitions”).

All of these Pre-Opening Expenses, Offering Costs and Capital Acquisitions, will initially be paid from funds provided by the investments of our organizers pursuant to a private placement offering of shares of the Company’s common stock, and a revolving line of credit from a third party bank and/or loans from organizers totaling $1 million in the aggregate. Assuming that we successfully complete this offering and commence operations, all borrowed funds will be repaid from the proceeds of this offering. In addition, any Pre-Opening Expenses and Capital Acquisitions for which payment was deferred until after our opening will also be paid, according to the relevant payment terms, from such proceeds and from the Bank for any advances we have made to the Bank. In accordance with generally accepted accounting principles, we will charge all Pre-Opening Expenses (but not the cost of Capital Acquisitions) to income and these will be reflected in the Company’s capitalization as part of the accumulated deficit. The Offering Costs will be deducted from the offering proceeds.

The following table sets forth the use of proceeds of the offering assuming that all regulatory approvals are received by us and the offering proceeds are released from the impound account and the Bank is fully capitalized by June 2009.

	Minimum		Maximum
Offering Proceeds	$	15,000,000	$	19,375,000
Less Offering Expenses		282,761		286,861
Net offering proceeds	$	14,723,500	$	19,094,400
Add:
Previously issued capital stock		1,189,990		1,189,990
Projected interest income prior to offering		75,818		75,818
Total capitalization	$	15,983,047	$	20,353,947
Anticipated use of proceeds by Gateway Pacific Bancorp:
Capitalization of Gateway Pacific Bank through purchase of common stock	$	15,000,000	$	19,375,000
Organizational expenses of Gateway Pacific Bancorp		678,315		678,315
Working capital		304,732		300,632
Total	$	15,983,047	$	20,353,947
Anticipated use of capital by Gateway Pacific Bank:
Organizational and pre-opening expenses	$	1,312,788	$	1,312,788
Furniture, fixture and equipment		499,422		499,422
Tenant Improvements		330,288		330,288
Working capital		12,857,502		17,232,502
Total	$	15,000,000	$	19,375,000
Net bank capital	$	13,687,212	$	18,062,212

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OUR BUSINESS

Gateway Pacific Bancorp

Gateway Pacific Bancorp was incorporated in the State of California on February 25, 2005 under the name Venture One Holdings, Inc. On May 9, 2008 we filed a Certificate of Amendment to our Articles of Incorporation to change our name to Gateway Pacific Bancorp.

Gateway Pacific Bancorp has not yet engaged in any business activity. Our initial business will be to own 100% of the shares of Gateway Pacific Bank. On April 22, 2008, we filed an application with the Federal Reserve Board for authority to become a bank holding company. On June 16, 2008, the Federal Reserve Board approved our application to become a bank holding company.

At the present time, Gateway Pacific Bancorp has no plans to engage in any activities other than acting as a bank holding company for Gateway Pacific Bank. However, Gateway Pacific Bancorp may consider engaging in other activities that are permissible for a bank holding company provided that engaging in such activities is deemed by the board of directors to be in the best interest of Gateway Pacific Bancorp and its shareholders.

Initially, we will neither own nor lease any property, but will instead use the premises, equipment and furniture of Gateway Pacific Bank. Gateway Pacific Bank currently does not own or have a contractual right to any particular property for its headquarters, but is in the process of finding one. At the present time, we intend to employ only persons who are officers of Gateway Pacific Bank to serve as our officers.

Bank Organization

As of the date of this prospectus, the Bank has not conducted or been authorized to conduct, any banking business. Upon issuance of a Certificate of Authority to commence business by the Commissioner, Gateway Pacific Bank will be authorized to engage in the general commercial banking business.

We received approval from the Commissioner to organize a commercial bank under the laws of the State of California on April 4, 2008, and received preliminary approval for deposit insurance from the FDIC on September 17, 2008. The Bank’s Articles of Incorporation were filed with the California Secretary of State on April 24, 2008, thereby establishing its corporate existence.

We intend to commence operations in June 2009 or as soon as reasonably practicable thereafter. Licensing of the Bank to commence operations is dependent upon a number of factors that may be beyond our control, including the timely completion of this offering, the hiring of banking staff and the time required by the bank regulators for completion of their review. Any delay in the commencement of operation is likely to increase the estimated organizational and pre-opening expenses. See “Use of Proceeds,” above.

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Our Strategic Plans

Gateway Pacific Bank will be a financial resource for small and medium-sized businesses, business owners, and professionals in San Diego County, with an emphasis on serving National City and the neighboring communities and cities, including Chula Vista, Paradise Hills, Imperial Beach, East Lake, and Bonita.

We believe that the time is ripe for a new community bank serving our target market. Many of our potential customers are underserved. In addition, we think that a bank without troubled loans or a history of loan or internal issues will be well-positioned to provide banking services to these customers.

We expect our Bank to be successful for several reasons:

• The Bank will be the first state-chartered bank in National City, California, although it will not be the only banking institution located in National City.

• The Bank will take advantage of the personal connections of members of its Board with the diverse population within its target market, segments of which, such as the Filipino and Hispanic communities, we believe are underserved by other financial institutions.

• The Bank will also target businesses that provide products and services in the Port of San Diego through Board participation in Port-related organizations.

• The Bank’s Board and Bank staff currently, and we expect will continue to, reflect the ethnic composition of the communities the Bank will serve in order to nurture supportive and long-lasting banking relationships within those communities.

• Our Board includes tested community leaders and experienced bank board members. Two of our directors have bank director experience. One of our directors served as the Mayor and Councilman of National City. Several of our directors are local businessmen and women with success in many entrepreneurial endeavors. Two of our proposed directors had careers in collegiate and graduate Business education.

• Our proposed executive officers are experienced bankers. The Bank’s executives are seasoned in commercial real estate, SBA, homeowners association and other lines of business where opportunities for profitable banking relationships can be built.

• We will mount an aggressive sales program led personally by our Chief Executive Officer, in which our executives and two experienced financial services business development officers will actively seek out and obtain business in our target market in a coordinated effort.

Our Objectives

Our principal objective is to maximize value for our shareholders. In order to do so, in our early years we will focus on becoming profitable and then growing profitably. We will be opportunistic in adding the right bankers to our team and in acquiring market share where it will enhance the value of our stock. The interests of all of our stakeholders in the communities we serve will best be served by a strong local financial institution with a loyal and enthusiastic shareholder base. In addition, we will strive to develop a preferred community bank that enhances value to its customers, employees, shareholders and the community it serves.

The Bank will offer its customers direct access not only to management, but also to its Board, while training and employing a staff that embraces a “local” customer sensitive culture through the delivery of quality products. The Bank will promote continuity among its officers and employees and design policies and procedures that foster efficient and effective customer service based upon quick responses to customer requests. At the same time, Bank employees will have access to technology, software and database systems to permit the delivery of high-quality products and responsive service to meet customer needs and expectations.

As a community business bank, Gateway Pacific Bank will institute a sales and service culture emphasizing customer service combined with prudent risk management. The Bank aims to establish a profitable banking franchise by understanding the financing needs of each business customer, providing clients with banking products and solutions that support small businesses, and by building loyalty through consistent performance and high level of responsive service. The Bank’s primary business development method will be direct calls by qualified bankers on business customers, aided by the marketing network of directors and non-director organizers.

In order to increase our client base, Gateway Pacific Bank will develop a focused sales strategy that will, among other things, involve organizers, directors, officers and staff looking for business and customer contacts. Specifically, the Bank intends to develop a database on each potential client identified by the organizers and directors and to identify potential services to introduce to each client. The directors will participate in sales calls and are committed to making a certain number of monthly referrals. The officers and staff will be involved in various city chambers of commerce, local business organizations, economic development groups and other community activities.

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Proposed Banking Services

The Bank’s product mix will be tailored to meet the credit needs of its target clients. Accordingly, the Bank is expected to generate a significant level of commercial and industrial, commercial real estate and construction loans. Commercial and industrial lending products will include both secured and unsecured credit lines, term credit for fixed asset purchases, letters of credit, and loans that qualify under the SBA 504 programs. Commercial real estate lending products will include loans on retail, industrial and office properties. The Bank will also offer carefully selected construction financing (owner occupied, tract and individual spec loans), and to a lesser extent, land and property development lending.

Based upon an initial net capital level of approximately $13.7 million, the Bank’s regulatory lending limits could comfortably accommodate maximum credits to one borrower of approximately $3.4 million on a secured basis or $2.1 million on an unsecured basis. Loans that exceed the Bank’s legal lending limit may be extended, if participation agreements are in place with the Bank’s correspondent banks or with other community banks in order to sell a portion of the loan and reduce the Bank’s exposure. The Bank will not engage in subprime single-family residential lending or Alt-A or other low documentation type loans.

Commercial checking account customers will be offered a suite of cash management services, a feature that will generate fee income and provide value-added products to core customers. The Bank will contract with a bonded third-party courier service to support business clients by picking up transactions, receipts and other banking documents, as well as supplying cash and coins as requested by business customers. Qualifying business customers will be offered “remote capture” deposit services. The full-service Bank headquarters in National City will be the sole location for the gathering of deposits. The Bank will offer a full complement of deposit products, including demand deposit accounts, interest-bearing checking accounts, regular savings, money market accounts and certificates of deposit. The headquarters office will have a night depository drop. ATM cards issued by the Bank will have access through traditional ATM networks and will provide customers 24-hour/7-day-a-week access for the withdrawal of funds, account information, and transfer capabilities.

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The Bank will provide customers 24-hour/7-day-a-week access for deposit transfer and account information through a security-tested online banking system. The Bank will provide standard online banking services to its customers, including on-line account information capabilities, bill payment, and account transfer. The Bank does not currently intend to open deposit accounts by means of the Internet. The Bank will provide security for online banking services through and monitored by a third-party vendor.

Deposit generation efforts will be boosted by the direct contacts of Bank personnel, directors, non-director organizers and shareholders. The Bank will have Business Development Officers, whose duty, among other things, will be to generate new deposits. The Bank also intends to use CDARS and other potential deposit brokers when needed.

Specific product terms will be a function of competitive pressures from similar offerings, as well as market changes and opportunities.

San Diego County

San Diego is the southern-most county in California, enjoying seventy miles of Pacific Ocean coastline and sharing its southern border with Mexico. Orange and Riverside counties border the County to the north, and Imperial County neighbors San Diego on the east.

With a 2007 estimated population of nearly 3.1 million, the County ranks as the second most populated county in California. According to California Department of Finance (“DOF”), the County’s population is projected to reach more than 3.6 million by 2020.

The San Diego region is recognized as a hotbed for new companies. San Diego was the top-ranked California Metro Place in Forbes magazine’s annual “Best Places” list for 2005. The Milken Institute named San Diego the number one biotech cluster in the United States in 2004. That ranking is based upon San Diego’s climate of innovation, and its success in bringing products to market, establishing new companies, and creating jobs. San Diego’s core industry sectors have become leading centers for biotechnology, communications and software development. San Diego’s communications industry is one of the fastest growing in the country and the County has earned the title of “wireless communications capital of the world.”

The San Diego Port District (the “Port District”) fosters many growing industries. The San Diego Port Tenants Association is a coalition of businesses and industries on San Diego Bay and at Lindbergh Field, dedicated to enhancing trade, commerce and tourism on San Diego Bay’s tidelands (the “Tideland”), while protecting the area’s environment. A recently released study done by Economics Research Associates on the “Economic & Fiscal Impact of the Port of San Diego” shows that the Port’s direct contribution to regional employment is over 52,000 jobs of which more than 20,000 are on the Tidelands. The 500 businesses located within the Port District’s boundaries generate $3.3 billion annually in direct output. Directly or indirectly, business activities on the Tideland support one of every twelve civilian jobs in the San Diego-region according to Economics Research Associates.

San Diego County benefits from a diverse and growing economy, an active port, a highly educated and trained work force, and a concentration of leading-edge industries as well as world-renowned educational and research institutions. A multitude of economic drivers — defense and space manufacturing, biotechnology/life sciences, financial and business services, software, international trade, telecommunications, electronics manufacturing, and tourism continue to support business expansion and new job formation.

Based upon data provided by the California Employment Development Department (EDD) there were a total of 87,018 business establishments in San Diego County in the third quarter of 2005. More than 87 percent or approximately 82,500 businesses have fewer than 20 employees, the commercial subset which would characterize the Bank’s target business customers. By industry, the largest concentration of business establishments in the County is in professional business services, other services, and trade. The U.S. Economic Census reported that in 1997 more than 6,000 businesses were owned and operated by Filipino Americans living in San Diego County.

The Bank is located in an area with strong demographics for positive growth in both loans and deposits. Located in the south part of San Diego County, 14 miles from downtown San Diego and 12 miles from the Mexican border, the Bank will enjoy good visibility and access to a potential customer base that extends beyond the perimeters of the immediate area. The demographics of National City reflect a strong and stable employment environment and positive economic growth, which should result in positive new customer, loan and deposit growth.

The Bank will have a significant strategic advantage over regional and national competitors in that decisions will be made locally and quickly. This allows for faster response to customer needs, greater flexibility in meeting those needs, and products or services that fit the local environment and culture.

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National City

National City spans 9.2 square miles and is located in San Diego County, bordered by the City of San Diego on the north and east, Chula Vista on the south, and San Diego Bay on the west. It is 10 miles north of the Baja California, Mexico, International Border. National City’s population of 61,115 as of January 2007 embraces a Hispanic/Latino population of 59 percent and a Filipino population of 17 percent. National City is the second oldest city in San Diego County. Incorporated on September 17, 1887, National City was originally part of the 26,000 acre El Rancho de la Nacion, which was purchased in 1868 by Frank Kimball and his brothers, Warren and Levi. They cleared the land, built roads, constructed the city’s first wharf, and brought the railroad to the city.

San Diego South County Region

National City is part of the San Diego South County Region (the “South County Region”). The South County Region is a dynamic business hub, comprised of 5 cities, unincorporated parts of the County and San Diego Bay, overseen by the Unified Port of San Diego. The South County Economic Development Council reported that the South County Region has an estimated 7,245 private-sector firms and 88,644 jobs, or about eight percent of private-sector employment in San Diego County. In addition, there are about 14,000 people who are self-employed and 29,300 government-sector jobs, bringing the total number of jobs to nearly 132,000. The South County Region is also home to about 26,000 uniformed military personnel stationed at the U.S. Naval Base Coronado (Naval Air Station North Island, Naval Amphibious Base, and Silver Strand), the U.S. Naval Base at 32nd Street in National City, and Ream Field in Imperial Beach.

The South County Region has a diverse economy and all its businesses and industries contribute to the area’s economic growth. According to the South County Economic Development Council, the annual average wage in the private sector is $31,100. The highest paying industries are manufacturing (with the highest average wage, $48,500), transportation and warehousing, wholesale trade, finance and insurance, and information. Health care is also a relatively high-paying industry and is one of the largest employing industries in the South County Region. Employment in the South County Region is concentrated in retail trade, accommodation and food services, and health care. Twenty-three percent of total employment is in retail trade. General department stores and other clothing and accessory stores serve not only residents, but also many shoppers from south of the border, resulting in a high proportion of retail jobs.

San Diego County has 84,048 private-sector firms and 1,074,031 jobs as of 2007. Approximately nine percent of these firms and about eight percent of the employment is located in the South County Region. The South County Region has a higher proportion of its jobs concentrated in retail trade, health services, and accommodation and food services than does San Diego County. The proportion of employment in manufacturing is the same (10%) in the South County Region and San Diego County. However, employment in two other high-paying industries (wholesale trade and transportation and warehousing) represents a slightly larger share of employment in the South County Region than in San Diego County as a whole.

Between 2003 and 2005, the real average wage increased by eight percent in the South County Region according to the South County Economic Development Council. This is a positive trend, especially when compared to San Diego County where the real average wage in 2003 was the same as in 2005. Private-sector jobs in the South County Region expanded by 865 jobs, or one percent. The job growth was not evenly distributed as job increases in industries such as retail trade, construction, finance and insurance, and entertainment and recreation were partially offset by job declines in wholesale trade, real estate and rental, accommodation and food services, and other services. Key industries in the South County Region are manufacturing, transportation and warehousing, wholesale trade, finance and insurance, information, and health care. These are higher paying industries that combined, comprised 37 percent of all the jobs in 2005. While employment declined in some of these industries since 2003, the average wage in each of these industries grew. It is a great opportunity for South County Region to build on these high-paying industries and help them take on a greater presence in the area.

Competition

Our competition will come from many sources, including all other financial institutions operating in San Diego County and those offering services over the Internet. Banks, savings banks, industrial loan companies, credit unions and brokerage and insurance companies increasingly compete with each other for loan, deposit and investment products. Another bank is headquartered in National City, although it is not owned by local individual investors. These institutions compete, as we will, with, among others, Wells Fargo Bank NA, Bank of America NA, Union Bank of California NA, Washington Mutual Bank, and Neighborhood National Bank, all of which have offices in National City.

The larger institutions with national and international reputations and operations in many cases can offer far broader services than we will be able to on our own. However, through the technology and strategic arrangements available to us, we believe we can offer many of the same services. We do not believe the such larger institutions have the local contacts provided by our board of directors, organizers and, we expect, our shareholders.

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We do not expect to be able to compete on the basis of price, and do not expect to be the low-cost service provider. Although we will offer competitive interest rates on deposits and loans, our focus will be on building long-term relationships with our customers. This may mean that we will not grow as fast as other institutions, but we plan to focus more on stable, effective growth rather than quick growth.

Premises

Our proposed headquarters and main office will be located in National City, California at a premises to be identified. The directors previously identified a property located in National City, California that certain of them would purchase and lease to the Bank on fair market terms to be used as the Bank’s proposed main office. The proposed lease is expected to have monthly rents of $14,500, annual cost of living increases and the Bank expects to be responsible for its pro rata share of common area expenses and property taxes. However, that property is not available at this time and the Bank is actively searching for a comparable property on similar terms.

Profitability

Typically, new banks are not profitable in the first year of operation, and in some cases are not profitable for several years, if at all. Our primary initial goal will be to achieve profitability while maintaining safe and sound operating standards. However, there can be no assurance that we will become profitable.

Employees

The Bank will employ Frederick J. (Rick) Mandelbaum as our President and Chief Executive Officer; Chris J. Renko as our Chief Credit Officer; and Kirk S. Colburn as our Chief Financial Officer. Mr. Mandelbaum will also serve as a director. We expect to employ approximately 13 persons, including our executive officers, at the time we commence operations.

MANAGEMENT’S PLAN OF OPERATION

Gateway Pacific Bancorp was incorporated under the laws of the State of California on February 25, 2005, under the name Venture One Holdings, Inc., for the purpose of becoming a bank holding company that would own all of the outstanding shares of capital stock of Gateway Pacific Bank, a California state-chartered bank in organization. Assuming this offering is successful, we anticipate that the Bank will open in June 2009 or shortly thereafter. There can be no assurance, however, that we will receive approval to open Gateway Pacific Bank or that the Bank will open.

Prior to this offering the only material source of funds for Gateway Pacific Bancorp has been the investment by our directors and organizers in our shares for the purpose of providing for organizational and offering expenses for Gateway Pacific Bancorp and for advancing the organizational and pre-opening expenses for Gateway Pacific Bank. Prior to this offering we sold an aggregate of 118,999 shares of our common stock to seven of our directors and 13 organizers in a private placement ending July 10, 2008 at the purchase price of $10.00 per share for total gross proceeds to us of $1,189,990. In order to fund additional organizational and offering expenses for Gateway Pacific Bancorp, and organizational and pre-opening expenses for Gateway Pacific Bank, we have obtained a working capital line from an unaffiliated third party lender to cover any shortfall in funding these expenses prior to the closing of the offering. We have obtained a revolving line of credit from a third party bank allowing us to borrow up to $1 million. Any third party loans and/or additional advances made by our organizers are expected to be repaid to them upon the closing of the offering.

Since receiving preliminary approval to organize Gateway Pacific Bank from the Commissioner on April 4, 2008, we have been focused on completing the steps necessary to enable Gateway Pacific Bank to open for business, including preparing our site, our information systems, our computer software and hardware, our internal controls, and our policies and procedures. We anticipate that we will spend approximately $330,288 (based on improvements estimated for a property we have not been able to lease) for tenant improvements to our main office as well as an additional $499,422 for furniture, fixtures, equipment, and software. Other pre-opening costs are anticipated to total $2,029,299, and include, among other things, occupancy expense, personnel expense, legal and consulting fees. Frederick J. (Rick) Mandelbaum, our President and Chief Executive Officer, is currently retained by us pursuant to the terms of a consulting agreement to provide his services with respect to the organization of Gateway Pacific Bank. We have also retained Kirk S. Colburn, our Chief Financial Officer, and Chris J. Renko, our Chief Credit Officer, so that they can assist us with pre-opening matters for Gateway Pacific Bank, also under the terms of their respective consulting agreements. These three individuals will be employed by the Bank pursuant to employment agreements which will commence when the Gateway Pacific Bank opens for business. See “Management – Compensation For Interim Consulting; and – Compensation Pursuant to Employment Agreements,” below.

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Gateway Pacific Bancorp is newly formed and it has, and the Gateway Pacific Bank when it is formed will have, no prior operating history. Our operating results will depend on the operating results of the Gateway Pacific Bank. Gateway Pacific Bank’s success and profitability will depend in large part on our ability to attract a customer base. Initially, we will rely heavily on our directors as a source of customer referrals. We will ask each of our directors to identify quality client referrals on a monthly basis. We intend to hire proven business development relationship managers and loan officers with marketing experience to contact these customers and generate loans and deposits. However, there can be no assurance that we will be successful in attracting the quality customers that we will need to achieve profitability. In addition to our three executive officers, we anticipate that we will have an additional 10 employees when we commence operations, including two business development officers, for a total of 13 full time employees.

Gateway Pacific Bank will incur substantial operating expenses, and there are no assurances as to when, if ever, Gateway Pacific Bank will make a profit. Assuming that we raise the minimum net proceeds from this offering, we presently believe that we will have sufficient capital resources to meet our commitments for at least the next twelve months of operations.

SUPERVISION AND REGULATION

The following discussion of statutes and regulations affecting banks and bank holding companies is only a summary of the material terms of the same and does not purport to be complete. No assurance can be given that such statutes and regulations will not change in the future. Moreover, any changes may have a material effect on the business of the Company.

General

Bank Holding Company Regulation. The Company is a bank holding company within the meaning of the Bank Holding Company Act (“BHCA”), and will be registered as such with and subject to the supervision of the Federal Reserve Board (“FRB”). Our bank holding company application was filed with the FRB on April 22, 2008. On June 16, 2008, the FRB approved our application to become a bank holding company. Generally, a bank holding company is required to obtain the approval of the FRB before it may acquire all or substantially all of the assets of any bank, or ownership or control of the voting shares of any bank if, after giving effect to such acquisition of shares, the bank holding company would own or control more than 5% of the voting shares of such bank. The FRB’s approval is also required for the merger or consolidation of bank holding companies. The Company is required to file reports with the FRB and provide such additional information as the FRB may require. The FRB also has the authority to examine the Company and each of its subsidiaries, as well as any arrangements between it and any of its subsidiaries, with the cost of any such examination to be borne by the Company.

Banking subsidiaries of bank holding companies are also subject to certain restrictions imposed by federal law in dealings with their holding companies and other affiliates. Subject to certain restrictions set forth in the Federal Reserve Act, a bank can loan or extend credit to an affiliate, purchase or invest in the securities of an affiliate, purchase assets from an affiliate, or issue a guarantee, acceptance, or letter of credit on behalf of an affiliate; provided that the aggregate amount of the above transactions of a bank and its subsidiaries does not exceed 10% of the capital stock and surplus of the bank on a per affiliate basis or 20% of the capital stock and surplus of the bank on an aggregate affiliate basis. In addition, such transactions must be on terms and conditions that are consistent with safe and sound banking practices and, in particular, a bank and its subsidiaries generally may not purchase from an affiliate a low-quality asset, as that term is defined in the Federal Reserve Act. Such restrictions also prevent a bank holding company and its other affiliates from borrowing from a banking subsidiary of the bank holding company unless the loans are secured by marketable collateral of designated amounts. Further, the Company and the Bank are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit, sale or lease of property or furnishing of services.

Under the FRB’s regulations, a bank holding company is required to serve as a source of financial and managerial strength to its subsidiary banks and may not conduct its operations in an unsafe and unsound manner. In addition, it is the FRB’s policy that in serving as a source of strength to its subsidiary banks, a bank holding company should stand ready to use available resources to provide adequate capital funds to its subsidiary banks during periods of financial stress or adversity and should maintain the financial flexibility and capital raising capacity to obtain additional resources for assisting its subsidiary banks. A bank holding company’s failure to meet its obligations to serve as a source of strength to its subsidiary banks will generally be considered by the FRB to be an unsafe and unsound banking practice or a violation of the FRB’s regulations or both. Under certain conditions, the FRB may conclude that certain actions of a bank holding company, such as payment of cash dividends, would constitute unsafe and unsound banking practices because they violate the FRB’s “source of strength” doctrine.

A bank holding company is prohibited from engaging in or acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company engaged in nonbanking activities. One of the principal exceptions to this prohibition is for activities found by the FRB to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. In making these determinations, the FRB considers whether the performance of such activities by a bank holding company would offer advantages to the public which outweigh possible adverse effects.

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Securities Law Compliance. Upon effectiveness of the registration statement of which this prospectus is a part, the Company will be subject to the periodic reporting requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which include but are not limited to the filing of annual, quarterly and other current reports with the Securities and Exchange Commission (“SEC”). As a public company, the Company will be subject to the Sarbanes-Oxley Act of 2002. See “The Sarbanes-Oxley Act of 2002” below. The Sarbanes-Oxley Act amends certain parts of the Exchange Act and is intended to protect investors by, among other things, improving the reliability of financial reporting, increasing management accountability, and increasing the independence of directors and our external accountants.

Once we are subject to the reporting requirements of the Exchange Act, we will continue to be subject to those requirements until at least the end of 2009 if our offering commences as contemplated in 2008, under Section 15(d) of the Exchange Act. As of the beginning of 2010 if we have fewer than 300 holders of record of our stock, our obligations to file can be suspended. In addition, if in 2009 we determine that we have less than 300 holders of record, we can provide a notice to the SEC under SEC Rule 12h-3 that we have fewer than 300 holders and suspend our reporting at that time, provided that if the number of holders reaches 300 or more at January 1, 2010 we could have to commence reporting again.

Compliance with the Exchange Act and with the Sarbanes-Oxley Act will impose significant expense and require substantial attention by management. For these reasons, we intend (i) to sell shares in this offering to fewer than 300 persons, and (ii) to seek suspension of our reporting obligations under the Exchange Act as soon as reasonably possible. There can be no assurance that we will be able to do so as we may need to sell shares to 300 or more investors and we cannot control the number of holders after the conclusion of the offering.

California Department of Financial Institutions. As a state-chartered bank, the Bank will be regulated, supervised and regularly examined by the DFI and its Commissioner, who is appointed by the Governor of California. The DFI’s supervisory and regulatory powers, which are similar, but not identical to, federal banking regulations, are codified in Division 1 of the California Financial Code. The scope of the oversight and regulation responsibility of the DFI includes imposing minimum capitalization requirements, placing limits on lending and on the distribution of shareholder dividends, restricting affiliate transactions, and approving or denying approval for proposed bank sales, mergers, consolidations and other change in control transactions. The Commissioner must also approve such actions as the opening, closing or relocation of branch offices, the use of ATMs and Internet banking, the sale of bank securities, and the acquisition and disposition of real property. The Commissioner has all powers necessary or convenient for the administration and enforcement of these and other statutory requirements, including the power to issue such rules and regulations as the Commissioner may deem necessary or advisable in executing the powers, duties and responsibilities of the DFI.

FDIC Primary Federal Regulator. The FDIC will be the Bank’s primary federal banking regulator. In general, the FDIC will be empowered to enforce the many federal banking regulations described below as well as others governing nearly every aspect of the operations of the Bank. Federal regulations address several areas including loans, deposits, check and item processing, investments, mergers and acquisitions, borrowings, dividends, and the number and locations of branch offices. Deposits of the Bank will be insured up to the maximum limits allowed by the FDIC. The FDIC collects deposit insurance assessments, as explained in “Deposit Insurance Assessments,” below.

Proposed Legislative and Regulatory Changes

Proposals pending in Congress would, among other things, change lending practices related to loans secured by single-family residences, restrict “predatory” and “subprime” mortgage activities, forestall foreclosures on single family homes, protect renters of foreclosed properties, license mortgage loan originators, restrict ownership of industrial banks, and enhance the privacy of personal information. Certain of these proposals, if adopted, could significantly change the regulation or operations of banks and the financial services industry. The Company cannot predict whether any of these proposals will be adopted, and, if adopted, how these proposals will affect us or the Bank.

From time to time, various types of federal and state legislation have been proposed that could result in additional regulation of, and restrictions on, the business of the Company and/or the Bank. It cannot be predicted whether any legislation currently being considered will be adopted or how such legislation or any other legislation that might be enacted in the future would affect the business of the Company.

Impact of Monetary Policies

Banking is a business that depends on rate differentials. In general, the difference between the interest rate paid by the Bank on its deposits and other borrowings and the interest rate earned by the Bank on loans, securities and other interest-earning assets is expected to comprise the major source of the Company’s earnings. These rates are highly sensitive to many factors which are beyond the control of the Company and, accordingly, the earnings and growth of the Company are subject to the influence of economic conditions generally, both domestic and foreign, including inflation, recession, and unemployment; and also to the influence of monetary and fiscal policies of the United States and its agencies, particularly the FRB. The FRB implements national monetary

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policy, such as seeking to curb inflation and combat recession, by its open-market dealings in United States government securities, by adjusting the required level of reserves for financial institutions subject to reserve requirements, by placing limitations upon savings and time deposit interest rates, and through adjustments to the discount rate applicable to borrowings by banks that are members of the Federal Reserve System. The actions of the FRB in these areas influence the growth of bank loans, investments, and deposits and also affect interest rates. The nature and timing of any future changes in such policies and their impact on the Company cannot be predicted; however, the impact on the Company’s net interest margin, whether positive or negative, depends on the degree to which the Company’s interest-earning assets and interest-bearing liabilities are rate sensitive. In addition, adverse economic conditions could make a higher provision for loan losses a prudent course and could cause higher loan charge-offs, thus adversely affecting the Company’s net income.

Federal Banking Loan Regulation

On December 6, 2006, the federal bank regulatory agencies released final guidance on “Concentrations in Commercial Real Estate Lending” (the “Final Guidance”), and re-emphasized certain matters related to that guidance on March 17, 2008. This guidance defines commercial real estate (“CRE”) loans as exposures secured by raw land, land development and construction (including 1-4 family residential construction), multi-family property, and non-farm nonresidential property where the primary or a significant source of repayment is derived from rental income associated with the property or the proceeds of the sale, refinancing, or permanent financing of the property. Loans on owner-occupied CRE are generally excluded.

The Final Guidance requires that appropriate processes be in place to identify, monitor and control risks associated with real estate lending concentrations. This could include enhanced strategic planning, CRE underwriting policies, risk management, internal controls, portfolio stress testing and risk exposure limits as well as appropriately designed compensation and incentive programs. Higher allowances for loan losses and higher capital levels may also be required. The Final Guidance is triggered when CRE loan concentrations exceed either:

• Total reported loans for construction, land development, and other land of 100% or more of a bank’s total capital; or

• Total reported loans secured by multifamily and nonfarm nonresidential properties and loans for construction, land development, and other land of 300% or more of a bank’s total capital.

Management of the Company believes that the Final Guidance may apply to the Bank under its plan of business if it has a concentration in construction loans, which is one of the types of loans the Bank expects to make. We expect meaningful exposure to loans secured by commercial real estate due to the nature of the Bank’s growing markets and the loan needs of its anticipated business customers.

Banking Legislation

From time to time legislation is proposed or enacted which has the effect of increasing the cost of doing business and changing the competitive balance between banks and other financial and non-financial institutions. These laws have generally had the effect of altering competitive relationships existing among financial institutions, reducing the historical distinctions between the services offered by banks, savings and loan associations and other financial institutions, and increasing the cost of funds to banks and other depository institutions. Certain of the potentially significant changes, which have been enacted in the past several years, are discussed below.

Gramm-Leach-Bliley Act. The Financial Services Act of 1999, known as the Gramm-Leach-Bliley Act (“GLBA”), was signed into law on November 12, 1999 and became effective on March 11, 2000. The GLBA repeals provisions of the Glass-Steagall Act, which had prohibited commercial banks and securities firms from affiliating with each other and engaging in each other’s businesses. Thus, many of the barriers prohibiting affiliations between commercial banks and securities firms have been eliminated.

The Bank Holding Company Act was amended by GLBA to allow a new “financial holding company” (“FHC”) to offer banking, insurance, securities and other financial products to consumers. Specifically, the GLBA amended Section 4 of the BHCA in order to provide for a framework for the engagement in new financial activities. A bank holding company (“BHC”) may elect to become an FHC if all its subsidiary depository institutions are well capitalized and well managed.

Under the GLBA, national banks (as well as FDIC-insured state banks, subject to various requirements) are permitted to engage through “financial subsidiaries” in certain financial activities permissible for affiliates of FHCs. However, to be able to engage in such activities a bank must also be well capitalized and well managed and receive at least a “satisfactory” rating in its most recent Community Reinvestment Act (“CRA”) examination. In addition, if a bank ranks as one of the top 50 largest insured banks in the United States, it must have an issue of outstanding long-term debt rated in one of the three highest rating categories by an independent rating agency. If the bank falls within the next group of 50, it must either meet the debt-rating test described above or satisfy a comparable test jointly agreed to by the FRB and the Treasury Department. No debt rating is required for any bank, such as the Bank, not within the top 100 largest insured banks in the United States.

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The Company cannot be certain of the effect of the foregoing legislation on its business, although there is likely to be continued consolidation among financial services institutions and increased competition for the Company.

The Riegle-Neal Act. The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the “Riegle-Neal Act”), enacted on September 29, 1994, repealed the McFadden Act of 1927, which required states to decide whether national or state banks could enter their state, and allowed banks to open branches across state lines beginning on June 1, 1997. The Riegle-Neal Act also repealed the 1956 Douglas Amendment to the BHCA, which placed the same requirements on BHCs. The repeal of the Douglas Amendment now makes it possible for banks to buy out of-state banks in any state and convert them into interstate branches.

The Riegle-Neal Act provides that interstate branching and merging of existing banks is permitted, provided that the banks are at least “adequately capitalized” and demonstrate good management. The states are also authorized to enact a law to permit interstate banks to branch de novo.

On September 28, 1995, the California Interstate Banking and Branching Act of 1995 (“CIBBA”) was enacted and signed into law allowing early interstate branching in California. CIBBA authorizes out-of-state banks to enter California by the acquisition of or merger with a California bank that has been in existence for at least five years, unless the California bank is in danger of failing or in certain other emergency situations.

Federal Deposit Insurance Corporation Improvement Act of 1991. The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) was signed into law on December 19, 1991. FDICIA recapitalized the FDIC’s Bank Insurance Fund, granted broad authorization to the FDIC to increase deposit insurance premium assessments and to borrow from other sources, and continued the expansion of regulatory enforcement powers, along with many other significant changes.

FDICIA establishes five categories of capitalization: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” If a bank falls in the “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized” categories, it will be subject to significant enforcement actions by its primary federal regulator. See “ – Enforcement Powers-Corrective Measures for Capital Deficiencies,” below.

FDICIA also grants the regulatory agencies authority to prescribe standards relating to internal controls, credit underwriting, asset growth and compensation, among others, and requires the regulatory agencies to promulgate regulations prohibiting excessive compensation or fees. Many regulations have been adopted by the regulatory agencies to begin to implement these provisions and subsequent legislation (the Riegle-Neal Act, discussed above) has given the regulatory agencies the option of prescribing the safety and soundness standards as guidelines rather than regulations.

As previously noted, FDICIA places restrictions on certain bank activities authorized under state law. FDICIA generally restricts activities through subsidiaries to those permissible for national banks, thereby effectively eliminating real estate investment powers. Insurance activities are also limited, except to the extent permissible for national banks.

USA Patriot Act. The United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”) was signed into law on October 26, 2001. The USA Patriot Act requires financial institutions, such as the Company, to implement and follow procedures designed to help prevent, detect and prosecute international money laundering and the financing of terrorism. Title III of the USA Patriot Act is the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 (“IMLA”). In general, the IMLA amends current law, primarily the Bank Secrecy Act (see “—Bank Secrecy Act,” below), to authorize the Secretary of the Treasury, in consultation with the heads of other government agencies, to adopt special measures applicable to banks, bank holding companies and other financial institutions including enhanced record-keeping and reporting requirements for certain financial transactions that are of primary money laundering concern, due diligence requirements concerning the beneficial ownership of certain types of accounts, and restrictions or prohibitions on certain types of accounts with foreign financial institutions. Among its other provisions, the IMLA requires financial institutions to: (i) establish an anti-money laundering program; (ii) establish due diligence policies, procedures and controls with respect to private banking accounts and correspondent banking accounts involving foreign individuals and certain foreign banks; and (iii) avoid establishing, maintaining, administering or managing correspondent accounts in the United States for, or on behalf of, a foreign bank that does not have a physical presence in any country. In addition, the IMLA contains a provision encouraging cooperation among financial institutions, regulatory authorities and law enforcement authorities with respect to individuals, entities and organizations engaged in, or reasonably suspected of engaging in, terrorist acts or money laundering activities. The IMLA expands the circumstances under which deposited funds may be forfeited and requires covered financial institutions to respond under certain circumstances to requests for information from federal banking agencies within 120 hours. The IMLA also amends the BHCA and the Bank Merger Act to require the federal banking agencies to consider the effectiveness of a financial institution’s anti-money laundering activities when reviewing an application under these Acts. Among other programs implemented to comply with the USA Patriot Act, the Company implemented a customer identification program.

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Bank Secrecy Act. The Financial Recordkeeping and Reporting of Currency and Foreign Transactions Act of 1970 (the “Bank Secrecy Act”) is a disclosure law that forms the basis of the United States federal government’s framework to prevent and detect money laundering and to deter other criminal enterprises. Following the September 11, 2001 terrorist attacks, an additional purpose was added to the Bank Secrecy Act: “To assist in the conduct of intelligence or counter-intelligence activities, including analysis, to protect against international terrorism.” Under the Bank Secrecy Act, financial institutions such as the Bank are required to maintain certain records and file certain reports regarding domestic currency transactions and cross-border transportations of currency. This, in turn, allows law enforcement officials to create a paper trail for tracing illicit funds that resulted from drug trafficking or other criminal activities. Among other requirements, the Bank Secrecy Act requires financial institutions to report imports and exports of currency in excess of $10,000 and, in general, all cash transactions in excess of $10,000. The Bank has established a Bank Secrecy Act compliance policy under which, among other precautions, the Bank keeps currency transaction reports to document cash transactions in excess of $10,000 or in multiples totaling more than $10,000 during one business day, monitors certain potentially suspicious transactions such as the exchange of a large number of small denomination bills for large denomination bills, and scrutinizes electronic funds transfers for Bank Secrecy Act compliance.

The Sarbanes-Oxley Act.

Application to the Company. On July 30, 2002, in the wake of numerous corporate scandals and in an attempt to protect investors and help restore investor confidence by improving the accuracy and reliability of corporate disclosures made pursuant to the securities laws, President George W. Bush signed into law the Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act applies to any issuer, such as the Company (upon the effectiveness of the registration statement of which this prospectus is a part), that has securities registered under, or is otherwise required to file reports under, the Exchange Act. The Sarbanes-Oxley Act imposes new and unprecedented corporate disclosure and governance mandates on public companies, including the Company. This requirements will apply to the Company unless and until it is no longer required to file reports under the Exchange Act.

While certain provisions of the Sarbanes-Oxley Act, such as accelerated filing deadlines for periodic reports, do not currently apply to the Company, most of the Sarbanes-Oxley Act’s provisions are (or upon implementation will be) applicable. These provisions include (i) the requirement for certifications of each annual and quarterly report by the issuer’s principal executive and financial officers, with criminal penalties imposed for knowing or willful violations, (ii) the forfeiture of bonuses or profits received by such officers if accounting restatements are required as a result of misconduct, (iii) disclosure of all material off-balance sheet transactions and relationships that may have a material effect upon the financial status of an issuer and of any “material correcting adjustments” in the issuer’s financials, (iv) disclosure of management’s assessment of internal controls and procedures, (v) disclosure as to whether the issuer has adopted a “code of ethics” for its senior financial officers and, if not, an explanation as to why not, and (vi) prohibitions or limits on loans to officers, directors and other insiders except to the extent such loans comply with FRB Regulation O. The Sarbanes-Oxley Act also imposes certain additional regulations, such as accelerated filing periods for reports on Form 4 of changes in the beneficial ownership of officers, directors and principal security holders.

The Sarbanes-Oxley Act also imposes increased requirements on auditors and the auditing procedures of their public clients, including prohibitions on the performing of specified non-audit services contemporaneously with an audit. The Sarbanes-Oxley Act heightens the requirements for, and the authority of, audit committees. Among other provisions, the Sarbanes-Oxley Act vests an issuer’s audit committee with direct responsibility for the appointment, compensation and oversight of any registered public accounting firm engaged to perform audit services and with the ability to hire independent outside legal counsel and other advisors.

The Sarbanes-Oxley Act also requires that each audit committee member be entirely “independent” (meaning that no member may be affiliated with the issuer or may accept (or have recently received) any consulting, advisory or other compensatory fees from the issuer) and be a member of the issuer’s board of directors and that the committee include a designated “audit committee financial expert.”

Finally, the Sarbanes-Oxley Act requires that legal counsel for subject companies report any evidence of material violations of securities laws or breaches of fiduciary duty to or by their client and imposes federal criminal penalties, including fines and imprisonment of up to 25 years, upon those convicted of defrauding shareholders of public companies.

The Company has experienced increased costs associated with the increased level of disclosure and compliance required under the Sarbanes-Oxley Act. Such increased costs are likely to continue and this diversion of resources may adversely affect the financial condition and operations of the Company.

Application to the Bank. The Sarbanes-Oxley Act technically applies only to public companies that have securities registered, or are otherwise required to file reports under the Exchange Act. For this reason, the Sarbanes-Oxley Act will apply to the Company, unless and until the Company ceases to file reports under the Exchange Act. However, regardless of whether the Company is required to comply with the Sarbanes-Oxley Act, the DFI and other state and federal bank regulators are beginning to view the Sarbanes-Oxley Act as creating a standard for “best practices.” On March 5, 2003, the FDIC issued Financial Institution Letter 17-2003, Attachment I of which sets forth sound governance practices that the FDIC believes are relevant to FDIC-supervised banks that have less than $500 million in total assets as of the beginning of their fiscal year and that are not public companies or subsidiaries of public companies. Financial Institution Letter 17-2003 may be obtained from the FDIC’s website at http://www.fdic.gov/news/news/financial/

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2003/FIL0317a.html. The FDIC’s best practices are summarized in Appendix I to Financial Institution Letter 17-2003. The following is a brief summary of selected sections of the Sarbanes-Oxley Act that the FDIC believes are of relevance to FDIC-supervised banks with less than $500 million in total assets that are not public companies and the FDIC’s related policy guidance and sound governance practice recommendations:

• Section 102, which mandates that only an accounting firm or an accountant that has registered with the Public Company Accounting Oversight Board, i.e., a “registered public accounting firm,” can audit the financial statements of a public company. The 1999 Interagency Policy Statement on External Auditing Programs of Banks and Savings Associations, promulgated by the FDIC and other financial institution regulatory agencies (the “1999 Policy Statement”), assigns responsibility to a bank’s board of directors for ensuring that the scope of its external auditing program is appropriate for the institution. Under the 1999 Policy Statement, the agencies consider an annual audit of an institution’s financial statements to be the preferred type of external auditing program. Acceptable alternatives are a balance sheet audit and an examination of management’s assertion on the effectiveness of the institution’s internal control over financial reporting. These three types of external auditing programs can only be performed by an independent public accountant. However, when selecting such an accountant, banks are not limited to “registered public accounting firms.”

• Section 201, which prohibits a registered public accounting firm that audits a company’s financial statements from contemporaneously providing certain impermissible non-audit services, including bookkeeping, internal audit outsourcing services, legal and expert services unrelated to the audit, and management functions. The FDIC encourages each bank whose financial statements are audited and its accounting firm to follow the internal audit outsourcing prohibition in Section 201. If a bank is considering engaging its external auditor to perform both of these services, the bank’s audit committee (or board of directors if there is no audit committee) and the external auditor should pay particular attention to preserving the independence of both the internal and external audit functions. Furthermore, the audit committee should document both that it has preapproved the internal audit outsourcing to its external auditor and has considered the independence issues associated with this arrangement. In addition, if a bank is considering having its external auditor perform any of the other non-audit services prohibited by Section 201, the FDIC encourages the bank’s audit committee (or board of directors) to discuss the implications of the performance of these services on the auditor’s independence. In addition, as a general corporate governance matter, the FDIC encourages the audit committee (or board of directors) of each bank to preapprove all audit and non-audit services to be provided by its external auditor.

• Section 203, which prohibits the lead and concurring audit partner of a registered public accounting firm from performing in the same capacity for five (and seven years for certain other audit partners) consecutive years for the same public company, and the related SEC rule that exempts from the rotation requirement accounting firms with fewer than five public company clients and fewer than ten audit partners provided an audit quality review condition is met. When dealing with accounting firms that perform audits of non-public banks, the FDIC considers the SEC’s standard of fewer than ten audit partners to be a reasonable boundary for defining an accounting firm to be a small firm. When a bank engages an accounting firm that is not a small firm to perform its external auditing program, the FDIC encourages audit partner rotation and “time out” periods, which may be achieved by incorporating them into the bank’s engagement letter with the firm.

• Section 204, which requires a registered public accounting firm that audits a public company’s financial statements to report on a timely basis to the company’s audit committee: (i) all critical accounting policies used by the company; (ii) alternative accounting treatments that the accounting firm has discussed with the company’s management along with the potential ramifications of using those alternatives, and the treatment preferred by the accounting firm; and (iii) other written communications the accounting firm has provided to the company’s management. The FDIC encourages each bank to institute these auditor reporting practices by incorporating them into its engagement letter with the auditor because effective communication between an external auditor and a bank’s audit committee (or board of directors if there is no audit committee) will assist the audit committee in carrying out its responsibilities.

• Section 206, which prohibits a registered public accounting firm from providing audit services to a public company whose chief executive officer, controller, chief financial officer, chief accounting officer or equivalent officer was employed by that accounting firm and participated in the audit of that company during the one-year period before the beginning of the current audit. The FDIC encourages each bank and its external auditing firm to comply with this conflicts of interest requirement.

• Section 301, which requires that each member of the audit committee of a public company listed on a securities exchange or Nasdaq be an independent member of the board of directors and not receive any fee from the company other than for board or committee service or be otherwise affiliated with the company or a subsidiary, and that the audit committee establish procedures for processing complaints and confidential submissions by employees regarding accounting, internal control and auditing matters. The 1999 Policy Statement and the FDIC encourage institutions to include only outside directors on the audit committee. In addition, the FDIC believes that each bank’s audit committee should establish: a mechanism for employees to submit, confidentially and anonymously, concerns about questionable accounting, internal accounting control or auditing matters; procedures for timely investigation and retention of documentation; and, where the board of directors fulfills the audit committee responsibilities, procedures for submission of employee concerns to an outside director.

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• Section 302, which mandates that the SEC adopt rules that require the principal executive officer(s) and principal financial officer(s) of public companies to include certain certifications in the company’s annual and quarterly reports filed under the Exchange Act. The FDIC suggests that banks consider including with their financial statements a certification by the principal executive officer and the principal financial officer that they have reviewed the financial statements and, based on their knowledge, the statements are true and fairly present in all material respects the bank’s financial condition, results of operation, and cash flows.

• Section 303, which requires the SEC to issue rules prohibiting the officers and directors of public companies, and persons acting under their direction, from fraudulently influencing, coercing, manipulating, or misleading the company’s independent auditor in order to render the financial statements materially misleading. The FDIC strongly encourages compliance with Section 303 regardless of the type of external auditing program an institution has implemented. Improper influence over external auditing work may be deemed an unsafe and unsound practice.

• Section 401, which requires that all financial reports filed with the SEC reflect material adjustments identified by a registered public accounting firm. The reports must disclose all material off-balance sheet transactions, arrangements, obligations and relationships that may have a material current or future effect on the company. The FDIC strongly encourages banks to make all material correcting adjustments identified by external auditors regardless of the type of external auditing program the bank has implemented. If the bank issues audited financial statements, the FDIC encourages disclosure of material off balance sheet transactions to ensure that examiners and other users of the financial statements are aware of them and can include them in their evaluation of the condition and risk profile of the bank.

• Section 404, which mandates that the SEC issue rules that require all annual reports filed under Sections 13(a) or 15(d) of the Exchange Act to include certain statements and assessments related to the issuer’s internal control structures and procedures for financial reporting. The FDIC encourages banks to consider the benefits and costs of supplementing an external audit of their financial statements with an internal control assessment by management and an attestation of this assessment by the independent public accountant.

• Section 406, which mandates that the SEC adopt rules that require public companies to: (i) disclose in their periodic reports filed under the Exchange Act whether the company has adopted a code of ethics for its senior financial officers and, if not, the reasons why; and (ii) promptly disclose on Form 8-K any change to, or waiver of, the company’s code of ethics. The FDIC continues to encourage banks to adopt a code of ethics for senior financial officers. If a bank decides not to do so, the FDIC encourages it to explain, perhaps in the minutes of the board of directors, the reasons why. The FDIC also encourages periodic disclosure of the existence of a code of ethics, or lack thereof, to shareholders.

• Section 407, which mandates that the SEC adopt rules that require public companies to disclose in their periodic reports filed under the Exchange Act whether the audit committee of the company includes at least one financial expert and, if not, the reasons why. Although the FDIC does not expect a bank to disclose whether or not it has a financial expert on its audit committee, a bank may choose to make such a disclosure on its own.

While we cannot be certain of the effect of the Sarbanes-Oxley Act on the Bank’s business as yet, we are likely to experience additional costs associated with the increased levels of disclosure and compliance required under these “best practices” standards. This diversion of resources could adversely affect our financial condition and results of operations.

Administrative Actions

Following the September 11, 2001 terrorist attacks on the United States, President George W. Bush signed an executive order on September 24, 2001 that has a number of consequences for the operations of commercial banks. First, it ordered the freezing of assets of persons on a list included in the order and requires each financial institution to monitor its deposits to determine whether they should be frozen. Second, it makes it illegal to do business with any of the persons or entities named on the list. This means that the Bank is obligated to carefully screen its customers on an ongoing basis to assure that the Bank is permitted to do business with them. These types of administrative orders and similar bank regulations may increase the cost of operating the Company and it is possible that additional orders will be made, although the Company is not aware of any at this time.

Restrictions on Transactions With Insiders

Sections 23A and 23B of the Federal Reserve Act regulate transactions between insured institutions and their “affiliates” and transactions by the Bank that benefit affiliates. For these purposes, an “affiliate” is a company under common control with the institution. In general, Section 23A imposes limits on the dollar amount of such transactions, and also requires certain levels of collateral for loans to affiliates. Section 23B generally requires that certain transactions between a bank and its respective affiliates be on terms substantially the same, or at least as favorable to such bank, as those prevailing at the time for comparable transactions with or involving other nonaffiliated persons. At this time the Bank does not have any “affiliates” other than the Company.

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The restrictions on loans to directors, executive officers, principal stockholders and their related interests (collectively referred to herein as “insiders”) contained in the Federal Reserve Act and Regulation O promulgated thereunder apply to all federally insured institutions and their subsidiaries and holding companies. These restrictions include limits on loans to one borrower and conditions that must be met before such a loan can be made. There is also an aggregate limitation on all loans to insiders and their related interests. These loans cannot exceed the institution’s total unimpaired capital and surplus, and the FDIC may determine that a lesser amount is appropriate. Insiders are subject to enforcement actions for knowingly accepting loans in violation of applicable restrictions.

Deposit Insurance Assessments

The Bank’s deposits will be insured by the FDIC in accordance with the FDIC’s then current regulations. Each bank is required to pay deposit insurance premiums. The premium amount is based upon a risk classification system established by the FDIC. Banks with higher levels of capital and a low degree of supervisory concern are assessed lower premiums than banks with lower levels of capital or a higher degree of supervisory concern. Effective January 1, 2007, the FDIC adopted a new rule for the insurance assessment on deposits. Under the new rule the charge for annual insurance deposit assessments ranges from a minimum of 5 basis points to a maximum of 43 basis points per $100 of insured deposits depending upon the risk assessment category into which the institution falls. Insured institutions are not all allowed to disclose their risk assessment classification and no assurance can be given as to what the future level of premiums will be.

The FDIC has authority to increase insurance assessments. A significant increase in insurance premiums could have an adverse effect on the operation expenses and result of operations of the Company. We cannot predict what insurance assessments rates will be in the future.

The FDIC is authorized to terminate a depository institution’s deposit insurance upon a finding by the FDIC that the institution’s financial condition is unsafe or unsound or that the institution has engaged in unsafe or unsound practices or has violated any applicable rule, regulation, order or condition enacted or imposed by the institution’s regulatory agency.

Risk-Based Capital Guidelines

The federal banking agencies have issued risk-based capital guidelines that include a definition of capital and a framework for calculating risk weighted assets by assigning assets and off-balance sheet items to broad credit risk categories. A bank’s or bank holding company’s risk-based capital ratio is calculated by dividing its qualifying total capital (the numerator of the ratio) by its risk-weighted assets (the denominator of the ratio).

Qualifying total capital consists of two types of capital components: “core capital elements” (comprising Tier 1 capital) and “supplementary capital elements” (comprising Tier 2 capital). The Tier 1 component must represent at least 50% of qualifying total capital and may consist of the following items that are defined as core capital elements: (i) common stockholders’ equity; (ii) qualifying noncumulative perpetual preferred stock (including related surplus); and (iii) minority interest in the equity accounts of consolidated subsidiaries. The Tier 2 component may consist of the following items: (i) allowance for loan and lease losses (subject to limitations); (ii) perpetual preferred stock and related surplus (subject to conditions); (iii) hybrid capital instruments (as defined) and mandatory convertible debt securities; and (iv) term subordinated debt and intermediate-term preferred stock, including related surplus (subject to limitations).

Assets and credit equivalent amounts of off-balance sheet items are assigned to one of several broad risk categories, according to the obligor, or, if relevant, the guarantor or the nature of collateral. The aggregate dollar value of the amount in each category is then multiplied by the risk weight associated with that category. The resulting weighted values from each of the risk categories are added together, and this sum is the institution’s total risk weighted assets that comprise the denominator of the risk-based capital ratio.

A two-step process determines risk weights for all off-balance sheet items. First, the “credit equivalent amount” of off-balance sheet items is determined, in most cases by multiplying the off-balance sheet item by a credit conversion factor. Second, the credit equivalent amount is treated like any balance sheet asset and generally is assigned to the appropriate risk category according to the obligor, or, if relevant, the guarantor or the nature of the collateral.

All banks and bank holding companies are required to meet a minimum ratio of qualifying total capital to risk weighted assets of 8%, of which at least 4% should be in the form of Tier 1 capital.

The regulatory agencies have adopted leverage requirements that apply in addition to the risk-based capital requirements. Under these requirements, banks and bank holding companies are required to maintain core capital of at least 3% of their quarterly average assets. However, an institution may be required to maintain core capital of at least 4% or 5% or possibly higher, depending upon its activities, risks, rate of growth, and other factors deemed material by regulatory authorities.

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Enforcement Powers

Federal regulatory agencies have broad and strong enforcement authority reaching a wide range of persons and entities. Some of these provisions include those which: (i) establish a broad category of persons subject to enforcement under the Federal Deposit Insurance Act; (ii) establish broad authority for the issuance of cease and desist orders and provide for the issuance of temporary cease and desist orders; (iii) provide for the suspension and removal of wrongdoers on an industry-wide basis; (iv) prohibit the participation of persons suspended or removed or convicted of a crime involving dishonesty or breach of trust from serving in another insured institution; (v) require regulatory approval of new directors and senior executive officers in certain cases; (vi) provide protection from retaliation against “whistleblowers” and establish rewards for “whistleblowers” in certain enforcement actions resulting in the recovery of money; (vii) require the regulators to publicize all final enforcement orders; (viii) require each insured financial institution to provide its independent auditor with its most recent Report of Condition (“Call Report”); (ix) permit the imposition of significant penalties for failure to file accurate and timely Call Reports; and (x) provide for the assessment of significant civil money penalties and the imposition of civil and criminal forfeiture and other civil and criminal fines and penalties.

Crime Control Act of 1990. The Crime Control Act of 1990 further strengthened the authority of federal regulators to enforce capital requirements, increased civil and criminal penalties for financial fraud, and enacted provisions allowing the FDIC to regulate or prohibit certain forms of golden parachute benefits and indemnification payments to officers and directors of financial institutions.

Corrective Measures for Capital Deficiencies. The prompt corrective action regulations, which were promulgated to implement certain provisions of FDICIA, also effectively impose capital requirements on national banks, by subjecting banks with less capital to increasingly stringent supervisory actions. For purposes of the prompt corrective action regulations, a bank is “undercapitalized” if it has a total risk-based capital ratio of less than 8%; a Tier 1 risk-based capital ratio of less than 4%; or a leverage ratio of less than 4% (or less than 3% if the bank has received a composite rating of 1 in its most recent examination report and is not experiencing significant growth). A bank is “adequately capitalized” if it has a total risk-based capital ratio of 8% or higher; a Tier 1 risk-based capital ratio of 4% or higher; a leverage ratio of 4% or higher (3% or higher if the bank was rated a composite 1 in its most recent examination report and is not experiencing significant growth); and does not meet the criteria for a “well capitalized” bank. A bank is “well capitalized” if it has a total risk-based capital ratio of 10% or higher; a Tier 1 risk-based capital ratio of 6% or higher; a leverage ratio of 5% or higher; and is not subject to any written requirement to meet and maintain any higher capital level(s). There is no assurance as to what capital ratios the Bank will be able to maintain.

Under the provisions of FDICIA and the prompt corrective action regulations, for example, an “undercapitalized” bank is subject to a limit on the interest it may pay on deposits. Also, an undercapitalized bank cannot make any capital distribution, including paying a dividend (with some exceptions), or pay any management fee (other than compensation to an individual in his or her capacity as an officer or employee of the bank). Such a bank also must submit a capital restoration plan to its primary federal regulator for approval, restrict total asset growth and obtain regulatory approval prior to making any acquisition, opening any new branch office or engaging in any new line of business. Additional broad regulatory authority is granted with respect to “significantly undercapitalized” banks, including forced mergers, ordering new elections for directors, forcing divestiture by its holding company, if any, requiring management changes, and prohibiting the payment of bonuses to senior management. Additional mandatory and discretionary regulatory actions apply to “significantly undercapitalized” and “critically undercapitalized” banks, the latter being a bank with capital at or less than 2%. The primary federal regulator may appoint a receiver or conservator for a “critically undercapitalized” bank after 90 days, even if the bank is still solvent. Failure of a bank to maintain the required capital could result in such bank being declared insolvent and closed.

Community Reinvestment Act and Fair Lending Developments

The Company is subject to certain fair lending requirements and reporting obligations involving home mortgage lending operations and Community Reinvestment Act activities. The CRA generally requires the federal banking agencies to evaluate the record of financial institutions in meeting the credit needs of their local communities, including low and moderate income neighborhoods. In addition to substantial penalties and corrective measures that may be required for a violation of certain fair lending laws, the federal banking agencies may take compliance with such laws and CRA into account when regulating and supervising other activities.

The federal banking agencies have adopted regulations to measure a bank’s compliance with its CRA obligations on a performance-based evaluation system. This system bases CRA ratings on an institution’s actual lending service and investment performance rather than the extent to which the institution conducts needs assessments, documents community outreach or complies with other procedural requirements. In March 1994, the Federal Interagency Task Force on Fair Lending issued a policy statement on discrimination in lending. The policy statement describes the three methods that federal agencies will use to prove discrimination: overt evidence of discrimination, evidence of disparate treatment, and evidence of disparate impact.

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Allowance For Loan and Lease Losses

On December 13, 2006, the FRB and the other federal financial institution regulatory agencies issued an interagency policy statement on the allowance for loan and lease losses (the “Policy Statement”). The Policy Statement replaces a 1993 policy statement, which described the responsibilities of the boards of directors and management of banks and savings associations and of examiners regarding allowance for loan and lease losses. In addition to the Policy Statement, the accounting profession groups periodically provide guidance to the banking industry on allowance for loan and lease losses (“ALLL”) methodology.

The Policy Statement outlines the responsibility of the institution’s management and board of directors regarding their roles in maintaining ALLL at an appropriate level and for documenting its analysis. Management should evaluate the ALLL reported on the balance sheet as of the end of each quarter, or more frequently if warranted, and charge or credit the provision for loan and lease losses to bring the ALLL to an appropriate level as of each evaluation date. The determinations of the amounts of the ALLL and related provision charge should be based on management’s current judgments about the credit quality of the loan portfolio, and should consider all known relevant internal and external factors that affect loan collectability as of the evaluation date.

In carrying out its responsibility for maintaining an appropriate ALLL, management is expected to adopt and adhere to written policies and procedures that, at a minimum, ensure that: (1) the institution’s process for determining an appropriate level for ALLL is based on a comprehensive, well-documented, and consistently applied analysis of its loan portfolio; (2) the institution has an effective loan review system and controls (including an effective loan classification or credit grading system) that identify, monitor, and address asset quality problems in an accurate and timely manner; (3) the institution has adequate data capture and reporting systems to supply the information necessary to support and document its estimate of an appropriate ALLL; (4) the institution evaluates any loss estimation models before they are employed and modifies the models’ assumptions, as needed, to ensue that the resulting loss estimates are consistent with GAAP; (5) the institution promptly charges off loans, or portions of loans, that available information confirms to be uncollectible, and; (6) the institution periodically validates the ALLL methodology.

The Policy Statement also provides guidance to examiners in evaluating the credit quality of an institution’s loan portfolio, the appropriateness of its ALLL methodology and documentation, and the appropriateness of the reported ALLL in the institution’s regulatory reports. In their review and classification or grading of the loan portfolio, examiners should consider all significant factors that affect the collectability of the portfolio, including the value of any collateral.

Other Aspects of Federal and State Law

The Company is also subject to federal and state statutory and regulatory provisions covering, among other things, security procedures, technology and information security and risk assessment, currency and foreign transactions reporting, insider and affiliated party transactions, management interlocks, truth-in-lending, electronic funds transfers, funds availability, electronic banking, check image processing, financial privacy, truth-in-savings, home mortgage disclosure, and equal credit opportunity. There are also a variety of federal statutes that restrict the acquisition of control of the Company.

Important Accounting Policies

The following is a summary of the important accounting polices that will be adopted by the Bank, each of which complies with generally accepted accounting principles:

Use of Estimates. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America will require management to make estimates and assumptions. These estimates and assumptions will affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Material estimates that are particularly susceptible to significant changes in the near-term relate to the determination of the allowance for loan and lease losses. In connection with the determination of the allowance for loan and lease losses, management will obtain independent appraisals for significant properties, evaluate overall loan portfolio characteristics and delinquencies, and monitor economic conditions.

Cash Equivalents. For purposes of reporting cash flows, cash and cash equivalents we will include cash due from banks and federal funds sold. Generally, federal funds will be sold for one-day periods.

Investment Securities. Investments will be classified into the following categories:

• Securities available-for-sale, which will be reported at market value, with unrealized gains and losses excluded from earnings and reflected, net of tax, as a separate component of shareholders’ equity in accumulated other comprehensive income.

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• Securities held-to-maturity, which management has the intent and the Bank has the ability to hold to maturity, will be carried at cost, adjusted for amortization of premiums and the accretion of discounts.

Management will determine the appropriate classification of its investments at the time of purchase and will only change the classification in certain limited circumstances. All transfers between categories will be accounted for at fair value.

Net gains or losses on the sale of investment securities, computed on the specific identification method, will be shown separately in non-interest income in the consolidated statement of income. Interest earned on investment securities will be included in interest income, net of applicable adjustments for accretion of discounts and amortization of premiums. In addition, unrealized losses that are other than temporary will be recognized in earnings for all investments.

Federal Home Loan Bank Stock. Investments in Federal Home Loan Bank (“FHLB”) stock will be carried at cost and will be redeemable at par. Ownership of FHLB stock is a requirement to borrow through the FHLB.

Loans and Leases. Loans and leases will be reported at the principal amounts outstanding, adjusted for unearned income, deferred loan origination fees and costs, purchase premiums and discounts, write-downs and the allowance for loan and lease losses. Loan and lease origination fees, net of certain deferred origination costs, and purchase premiums and discounts will be recognized as an adjustment to the yield of the related loans and leases.

The accrual of interest on loans and leases will be discontinued when, in the opinion of management, there is an indication that the borrower may be unable to meet payments as they become due. Upon such discontinuance, all unpaid accrued interest will be reversed against current income unless the loan or lease is in the process of collection. Interest received on non-accrual loans and leases will be either applied against principal or reported as interest income, according to management’s judgment as to the collectibility of principal. Generally, loans and leases will be restored to accrual status when the obligation is brought current and has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectibility of the total contractual principal and interest is no longer in doubt.

Direct financing leases will be carried net of unearned income. Income from leases will be recognized by a method that approximates a level yield on the outstanding net investment in the lease.

Allowance for Loan and Lease Losses. The allowance for loan and lease losses will be maintained at a level that, in management’s judgment, is adequate to absorb loan and lease losses inherent in the loan and lease portfolio. The allowance for loan and lease losses will be increased by a provision for loan and lease losses, which is charged to expense, and reduced by charge-offs, net of recoveries. The amount of the allowance will be based on management’s evaluation of the collectibility of the loan and lease portfolio, changes in its risk profile, credit concentrations, historical trends, and economic conditions. This evaluation will also consider the balance of impaired loans and leases. A loan or lease will be considered impaired when it is probable that the Bank will be unable to collect all contractual principal and interest payments due in accordance with terms of the loan or lease agreement. Losses on individually identified impaired loans or leases will be measured based on the present value of expected future cash flows discounted at each loan or lease’s original effective interest rate. As a practical expedient, impairment may be measured based on the loan or lease’s observable market price or the fair value of the collateral if the loan or lease is collateral dependent. The amount of impairment, if any, will be recorded through the provision for loan and lease losses and will be added to the allowance for loan and lease losses. One-to-four family residential mortgages and consumer installment loans will be subjected to a collective evaluation for impairment, considering delinquency and repossession statistics, historical loss experience, and other factors.

Though management believes the allowance for loan and lease losses will be adequate, ultimate losses may vary from their estimates. However, estimates will be reviewed periodically, and as adjustments become necessary, they will be reported in earnings during periods they become known. In addition, the FDIC and the DFI, as an integral part of their examination process, will review the allowance for loan and lease losses. These agencies may require additions to the allowance for loan and lease losses based on their judgment about information available at the time of their examinations.

The Bank will maintain a separate allowance for losses related to undisbursed loan commitments. Management will estimate anticipated losses using historical data.

Sale of Loans. Gains and losses on sales of loans will be recognized at the time of sale and will be calculated based on the difference between the selling price and the allocated carrying value of loans sold. The allocation of carrying values will be determined in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 156, Accounting for Servicing of Financial Assets – an Amendment of SFAS No. 140. Any inherent risk of loss on loans sold will be transferred to the buyer at the date of sale.

The Bank may in the future issue various representations and warranties associated with the sale of loans. These representations and warranties may require the Bank to repurchase loans with underwriting deficiencies as defined per the applicable sales agreements and certain past due loans within 90 days of the sale.

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Premises and Equipment. Premises and equipment will be stated at cost less accumulated depreciation. Depreciation will be computed using the straight-line method over the estimated useful lives of the assets. The useful lives of premises will be estimated to be forty years. The useful lives of furniture, fixtures and equipment will be estimated to be three to five years. Leasehold improvements will be capitalized and amortized over the life of the asset or the term of the related lease, whichever is shorter. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation will be removed from the accounts, and any resulting gain or loss will be recognized in income for the period. The cost of maintenance and repairs will be charged to expense as incurred.

Impairment of long-lived assets will be evaluated by management based upon an event or changes in circumstances surrounding the underlying assets which indicate long-lived assets may be impaired.

Other Real Estate. Other real estate includes real estate acquired in full or partial settlement of loan obligations. When property is acquired, any excess of the recorded investment in the loan balance and accrued interest income over the estimated fair market value of the property, net of estimated selling costs, will be charged against the allowance for loan and lease losses. A valuation allowance for losses on other real estate will be maintained to provide for temporary declines in value. The allowance will be established through a provision for losses on other real estate that will be included in other non-interest expense. Subsequent gains or losses on sales or write-downs resulting from permanent impairments will be recorded in other income or expense as incurred.

Securities Sold under Agreements to Repurchase. The Bank may sell securities under agreements to repurchase. The agreements generally will have durations of one day and will be fully collateralized. Securities sold under repurchase agreements will be recorded as short-term borrowings.

Income Taxes. Income taxes will be accounted for using the asset and liability method. Under the asset and liability method, deferred taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the bases of existing assets and liabilities. The effect on deferred taxes of a change in tax rates would be recognized in income in the period that includes the enactment date.

Comprehensive Income. Comprehensive income will consist of net income and net change in unrealized gains on securities available-for-sale, net of tax, and will be presented in the consolidated statement of changes in shareholders’ equity and comprehensive income.

Share Based Payments or Stock Based Compensation. In December 2004 the Financial Accounting Standards Board issued SFAS No. 123 (revised) entitled Share Based Payment.

For all periods ending after December 31, 2005, both public and non-public entities are required to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Nonemployee directors acting in their role as members of the board of directors are treated as employees if those directors were (a) elected by the shareholders or (b) appointed to a board position that will be filled by shareholder election when the existing term expires. That cost will be recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost will be recognized for equity instruments for which employees do not render the requisite service. Employee share purchase plans will not result in recognition of compensation cost if certain conditions are met.

The Company will recognize the goods acquired or services received in a share-based payment transaction when it obtains the goods or the services are received. As the goods or services are disposed of or consumed, the Company will recognize the related costs.

Earnings Per Share. Basic earnings per share (“EPS”), which excludes dilution, will be computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS will reflect the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, result in the issuance of common stock which shares in the earnings of the Company. The treasury stock method will be applied to determine the dilutive effect of stock options in computing diluted EPS.

SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

The following table presents, for each of our directors and executive officers and five of our organizers who are not directors (i) the number of shares beneficially owned by each such person as of November 30, 2008; (ii) the percentage of shares of our common stock beneficially owned by each such person as of the date of November 30, 2008; (iii) number of shares of each such person is committed to purchase in this offering; (iv) the total anticipated share ownership of such person following this offering; (v) the percentage of our outstanding shares such person would own after the minimum offering assuming all anticipated shares

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purchases are made, and (vi) the percentage of our outstanding shares such person would own after the maximum offering assuming all anticipated share purchases are made. The amounts that are anticipated to be purchased in this offering include shares that may be purchased through individual retirement accounts and by affiliates of our directors and executive officers. As set forth below, in the event of the maximum offering, our directors will own 7.93% of the capital stock of Gateway Pacific Bancorp. The mailing addresses for such directors and officers shall be the Company’s mailing address.

Name	Share Ownership	% Share Ownership		Shares to be Purchased in Offering	Total Share Ownership Following Offering	% Share Ownership – Minimum Offering		% Share Ownership – Maximum Offering
Beneficial Owner
Thani Adem	7,088	5.96	%	0	7,088	0.44	%	0.34	%
Isaias D. Aguinaldo, Jr. (1)	7,500	6.30	%	0	7,500	0.46	%	0.36	%
Alfredo B. Biteng, Jr. (1)	10,000	8.40	%	0	10,000	0.62	%	0.49	%
Debra Garcia (2)	7,206	6.06	%	294	7,500	0.46	%	0.36	%
Erwin Martinez (1)	9,000	7.56	%	0	9,000	0.56	%	0.44	%
Directors
Harold K. Brown (1)	2,500	2.10	%	2,500	5,000	0.31	%	0.24	%
Alex C. Carolino, Sr. (1)	32,500	27.31	%	62,500	95,000	5.87	%	4.62	%
Crisostomo B. Garcia (2)	3,000	2.52	%	3,000	6,000	0.37	%	0.29	%
Nicholas E. Inzunza	0	0.00	%	5,000	5,000	0.31	%	0.24	%
Teresita L. Paje (1)	3,382	2.84	%	6,618	10,000	0.62	%	0.49	%
Frederick J. (Rick) Mandelbaum	0	0	%	2,000	2,000	0.12	%	0.10	%
Edward F. Plant (2)	0	0.00	%	15,000	15,000	0.93	%	0.73	%
Ditas D. Yamane (1)	5,000	4.20	%	10,000	15,000	0.93	%	0.73	%
Robert Yee (1)	5,000	4.20	%	5,000	10,000	0.62	%	0.49	%
Other Executive Officers
Chris J. Renko	0	0.00	%	0	0	0.00	%	0.00	%
Kirk S. Colburn	0	0.00	%	0	0	0.00	%	0.00	%
All directors and executive officers as a group (11 persons)	51,382	43.18	%	111,618	163,000	10.07	%	7.93	%

(1) The shares purchased by the named individual will be owned jointly or as community property by the named individual and his or her spouse.

(2) The shares purchased by the named individual will be owned and held in a trust.

MANAGEMENT

The following sets forth certain information about our directors and executive officers.

Directors

HAROLD K. BROWN, age 74, is and has been the President of BTW Development, a real estate and land development company, since 1995. Mr. Brown was previously an administrator at San Diego State University from 1971 to 2004 and an Associate Dean of the College of Business Administration at San Diego State University from 1980 to 2004. He was also a Commercial Loan Officer for Marine Midland Bank in New York from 1969 to 1971. Mr. Brown earned a Bachelor of Arts degree and a General Secondary Teaching Credential from San Diego State University. He also earned a Master of Business Administration degree from Fordham University of New York and completed selected course work toward a Ph.D. degree in Executive Management and Administration from Claremont Graduate School, Claremont, California. Mr. Brown has served on many civic boards throughout the city of San Diego and has received numerous awards for his outstanding leadership.

ALEX C. CAROLINO, SR., age 47, is the founder and has been the Chief Executive Officer of Carolino Construction Corporation, a construction firm involved in residential land developments, building of small in-fill residential housing tracts and public works projects, since 2002. Mr. Carolino is also the Owner and President of Venture One Mortgage Corporation which he founded in 1992, and was a recipient of the Outstanding Business Award by the Filipino American Chamber of Commerce for his work with Venture One Mortgage Corporation. Since 1998, Mr. Carolino has served as the President and Chief Executive Officer of Carolino Capital Corporation, which does business as Homequest Properties, a real estate company. Mr. Carolino earned a Bachelor

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of Science degree in Civil Engineering from Manuel L. Quezon University (Philippines) and a Bachelor of Science degree in Sanitary Engineering from National University, Manila, Philippines. He has undertaken graduate courses toward a Master of Science in Civil Engineering from the University of the Philippines. Mr. Carolino holds a California Real Estate Broker’s license and a California General Building and Engineering Contractor’s license.

CRISOSTOMO B. (TOM) GARCIA, age 60, is a retired professor since 1993. He is also a member of the Tech Coast Angels, a San Diego-based group of investors that target emerging companies. Dr. Garcia previously was a professor at the University of Chicago, Graduate School of Business for twenty years. He also consulted and served as an officer in a number of companies while at the University of Chicago. He served as the President of Pension Master, Inc. and as the Senior Vice President for Investment Research Company. Dr. Garcia co-founded a quantitative money management program that was sold to the United Asset Management. Dr. Garcia earned a Bachelor of Science degree in Mathematics from the University of the Philippines, and a Master’s of Science degree in Computer Science and a Ph.D degree in Operations Research and Statistics from Rensselaer Polytechnic Institute.

NICHOLAS E. INZUNZA, age 36, is a real estate developer and investor primarily in multi-family housing in the San Diego County area. He is the founder and sole owner of Inner City Redevelopment, a real estate consulting firm. Mr. Inzunza was the Mayor of National City, California for the 2002-2006 term. He served as Councilman of the City of National City from 2001-2002. Mr. Inzunza is a former member of the Board of Directors of Seacoast Commerce Bank in Chula Vista, where he served on the Marketing and CRA Committees for two and a half years. Mr. Inzunza attended San Diego State University and studied Political Science. He is the Founding President of Auto Trader de Mexico, an advertising magazine company. He is a board member of the San Diego Foundation Charitable Real Estate Fund.

TERESITA L. PAJE, age 51, is a Financial Services Specialist with Independent Capital Management, a financial planning company based in San Diego, California. Ms. Paje is a registered representative offering securities through AIG Financial Advisors, Inc., a member of FINRA/SIPC. She holds Series 6 and 63 licenses from FINRA. Ms. Paje was previously a Financial Advisor for American Express in La Jolla, California from January 2002 to March 2002 and from 1981 to 2002 she worked in accounting and payroll for SDG&E/Sempra Energy. Ms. Paje earned a Bachelor of Science degree in Business Administration, with a specialization in Accounting from the University of La Salette in the Philippines. Her work experience as an accountant in the Philippines and an external bank auditor for San Buenaventura and Co., CPAs, in Makati, Philippines focused on banking. She earned a Master of Business Administration degree in Financial Management from National University. Her passion to make a difference in people’s lives inspired her to organize San Diego Premier Lions Club, a humanitarian organization.

EDWARD F. PLANT, age 68, is the majority owner and has been the President of San Diego Refrigerated since 1981 and Chief Financial Officer of PLA ART International dba San Diego Cold Storage since 1996, firms that provide storage and trans-shipment services to users of the Port of San Diego. Mr. Plant also operates and has operated Harborside Refrigerated Services, operating a refrigerated warehouse which allows the Port of San Diego to store fruits and vegetables from South America and Australia, since 1996. Mr. Plant is a director of the National City Chamber of Commerce, where he also serves as the Chairman for the chamber’s Economic Development Committee. Mr. Plant is a member of the International Association of Refrigerated Services, member of the San Diego State University President’s Council, member of the World Trade Center-San Diego, and member of the San Diego Chamber of Commerce and a member of that chamber’s transportation and energy committees. Mr. Plant previously served as a director and as a member of the Audit and Loan Committees for San Diego Community Bank (formerly known as First International Bank), Chula Vista, California, from 2000 through 2006. Mr. Plant earned a Bachelor of Arts degree in Business Administration from San Diego State University.

DITAS D. YAMANE, age 50, is the co-founder and co-owner of The Phone Shop, an independent telecommunications equipment sales and service company formed in 1990. Ms. Yamane is the President/Broker of National City Realty Services, a real estate services firm based in National City, California and has been the owner of DR Marketing & Promotions, a marketing firm that publishes a Filipino-focused magazine in the San Diego area and National City Times Newspaper, since August 2005. Ms. Yamane is the President of the National City Chamber of Commerce, and the founding President of the Filipino American Business Association of San Diego County. She also serves on the National City Housing and Community Development Commission and advisory boards to the National City Police Department and President of San Diego State University. Ms. Yamane previously worked in television production, advertising and promotions. Ms. Yamane earned a Certificate of Community Economic Development from the College of Business Administration at San Diego State University and a Certificate of Non Profit Management from Chapman University.

ROBERT YEE, age 38, is the President and board member of MLY Whole Foods, Inc. dba Goldilocks Bakery and Restaurant, an international bakery, cake shop, and restaurant which has existed since 1966. From 1998 to the present, Mr. Yee has served as the Director of Technical Services for MC Business Development, a company responsible for maintaining Goldilocks trademark and providing various services to the affiliates of Goldilocks stores in the U.S. Since 2000, Mr. Yee has served as the President and board member of Clarmil International Corporation, which owns commercial and residential real estate. From 1998 to the present, Mr. Yee has served as a board member of Clarmil Manufacturing Corporation, which manufactures all bakery and USDA products for all affiliate Goldilocks stores in California. Since 2002, Mr. Yee has been the Director of Finance of CTY Associates, Inc., which

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owns franchises of Cold Stone Creamery stores in Northern California. Since 2004, Mr. Yee has been an Executive Partner of RBR Capital Group, a real estate corporation and since 2005, has been the President of O’hungry’s Inc., an independent restaurant in Old Town, San Diego. Mr. Yee earned a Bachelor of Science degree in Food Science and Technology, Magna Cum Laude, from Cal Poly State University in San Luis Obispo, California.

Executive Officers

FREDERICK J. (RICK) MANDELBAUM, age 61, is the proposed Chief Executive Officer of the Bank. Most recently, Mr. Mandelbaum has worked as a consultant to assist in the regulatory application process to form a national bank and was approved by the Office of the Comptroller of Currency and the FDIC as the Chief Executive Officer and President. The sole investor’s decision to withdraw support, due to outside circumstances, precluded the bank from opening. Prior to that he was the President, Chief Executive Officer and Chief Operating Officer of Landmark National Bank. Mr. Mandelbaum joined that bank in organization in 2002 as Executive Vice President, Chief Operating Officer and Chief Credit Officer and within a year was named a director of Landmark National Bank and was made the bank’s President in November 2004. Under his leadership, Landmark National Bank was approved as a Preferred Lender with the SBA. He oversaw the completion of the merger of Legacy Bank into Landmark National Bank and under his leadership the bank exceeded plan in growth and profitability. Prior to joining Landmark National Bank, Mr. Mandelbaum was Senior Vice President and Regional Administrator of Scripps Bank and later of US Bank, following the acquisition of Scripps by US Bank. While at Scripps Bank, Mr. Mandelbaum was a member of the Executive committee and a voting member of the Officer Loan Committee. His individual lending approval authority while at US Bank was $1 million, and he held commercial lending and deposit portfolio responsibilities. From 1987 to 1998, Mr. Mandelbaum was associated with Escondido National Bank/First Pacific National Bank. Escondido National Bank purchased R. J. Financial, Inc., a real estate mortgage company, which he had founded and managed to support the generation of real estate loans within the San Diego County community. After the sale of R. J. Financial to Escondido National Bank, Mr. Mandelbaum was responsible for that bank’s real estate portfolio and managed problem real estate loans. He oversaw the origination, processing, underwriting and funding of real estate loans and activated a SBA lending department Manchester Financial Bank, N.A. (proposed) Business Plan. Mr. Mandelbaum is a past President and current board member of Boys and Girls Club of Greater San Diego County. He is a past member of the board of directors for REINS (Riding Emphasizing Individual Needs and Strengths), an international organization devoted to therapeutic horsemanship for the handicapped. He is a past member of the Housing and Community Development Advisory Committee for the County of San Diego.

CHRIS J. RENKO, age 61, who will serve as our Chief Credit Officer, has over 30 years of commercial banking experience, including major bank training, independent bank bottom-line accountability and extensive lending experience, all in the San Diego market. Mr. Renko was a Business Relationship Manager for 1st Centennial Bank in San Diego, California from 2005 to 2007. Prior to that he served as a Senior Vice President and Chief Credit Officer for Ramona National Bank from 2002 to 2004. From 1999 to 2003, he served as Senior Vice President and Credit Administrator of 1st Centennial Bank, successor to Palomar Community Bank. Prior to that he was with Union Bank of California since 1997 and has served as a senior officer of various financial institutions with responsibilities in commercial lending and credit administration. Mr. Renko is a graduate of the Wells Fargo Bank Management program and is a member of the State of California Small Business Development Corporation Loan Committee.

KIRK S. COLBURN, age 43, who will serve as our Chief Financial Officer, has more than 15 years of banking experience, including serving as the Chief Financial Officer for three commercial banks. Prior to joining Gateway Pacific Bancorp in October 2007, Mr. Colburn served as the Senior Vice President and Chief Financial Officer for International City Bank of Long Beach, California since October 2005. From 2003 to 2005, he served as Chief Financial Officer of Silvergate Capital Corp. in La Jolla, California. From 2001 to 2003, Mr. Colburn served as Chief Financial Officer of Stonewood Holdings, an upscale restaurant chain in Ormond Beach, Florida. From 1996 to 2000, Mr. Colburn served as Senior Executive Vice President and Chief Financial Officer for

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WestStar Bank in Vail, Colorado and as the Senior Vice President and Secretary of the bank’s publicly traded holding company, Vail Banks, Inc. Previously, Mr. Colburn was a Commissioned Bank Examiner with the Denver Branch of the Kansas City Federal Reserve Bank, from 1990 to 1996. Mr. Colburn earned a Bachelor of Science in Business Administration (Finance) degree from Colorado State University and a Masters in Business Administration degree from the University of Denver.

Board Committees and Director Independence

Our board of directors of the Company has determined that a majority of our current directors are “independent” as that term is defined in the Nasdaq Stock Market LLC listing standards. Specifically, the board of directors of the Company has determined that all of our directors other than Frederick J. (Rick) Mandelbaum, our President and Chief Executive Officer, are independent. Further, we intend to maintain at least a majority of our board as independent directors at all times. From time to time the board of directors of the Company appoints and empowers committees to carry out specific functions on behalf of the board of directors of the Company. The following describes the current committees of the board and their members:

Loan Committee - Bank. The Board of directors of the Bank expects to elect an initial loan committee (the “Loan Committee”) whose members will be Frederick J. (Rick) Mandelbaum, Alex C. Carolino, Sr. (Chair), Kirk S. Colburn (non-voting member), Nicholas E. Inzunza, Teresita L. Paje, Edward F. Plant, Chris J. Renko (non-voting member), and Ditas D. Yamane. The responsibilities of the Loan Committee will include reviewing and recommending loan policies to our board of directors, implementing and monitoring adherence to these policies, and reviewing our loan portfolio performance, loan classifications and the adequacy of loan loss reserves. The Loan Committee will also serve as the first level of review, and approval or denial, with respect to all loan transactions exceeding the lending authority of our President and Chief Credit Officer.

Asset-Liability and Investment Committee - Bank. The Board of directors of the Bank expects to elect an initial investment, asset and liability committee (the “Asset-Liability Committee”) whose members will be Frederick J. (Rick) Mandelbaum, Harold K. Brown (Chair), Alex C. Carolino, Sr., Kirk S. Colburn (non-voting member), Chris J. Renko (non-voting member), Ditas D. Yamane, and Robert Yee. The responsibilities of the Asset-Liability Committee will include reviewing and recommending investment policies to the Board, implementing and monitoring adherence to these policies, and reviewing the adequacy of the Bank’s liquidity. The Asset-Liability Committee will also oversee actions relating to interest rate and liquidity risk. In addition, the Asset-Liability Committee will review and determine whether to approve management strategies regarding interest risk exposure, investment securities, derivatives transactions, deposit programs, and lending initiatives.

Audit Committee – Bank and Company. Our board of directors expects to elect an initial audit, credit review and compliance committee (the “Audit Committee”) whose members will be Alex C. Carolino, Sr., Crisostomo B. Garcia (Chair), Teresita L. Paje, and Ditas D. Yamane. The Audit Committee will be responsible for safety and soundness issues relating to the management of the Bank and Company. The Audit Committee will be responsible for evaluating our operational procedures and controls and for hiring and overseeing our external auditor. The Audit Committee will review our internal audit policies and procedures as well as those established by regulatory authorities or recommended by independent accountants, auditors or outside counsel. The Audit Committee will directly monitor and oversee our independent auditors, and the timeliness, thoroughness and accuracy of reports prepared by our management.

The Board has determined that each member of the Audit Committee has sufficient accounting or related financial management expertise to serve on the Committee and that Crisostomo B. Garcia meets the qualifications of an “audit committee financial expert” as such term is defined in the rules and regulations of the Securities and Exchange Commission. The members of the Audit Committee are all independent directors. In determining the independence of the members of the Audit Committee we used the definition of independence set forth in the listing standards of the Nasdaq Stock Market LLC.

Compensation Committee – Bank and Company. Our board of directors will act as the compensation committee to elect an initial compensation, human resources and personnel committee. The Board will review and approve our management’s recommendations for title, promotion and incentive plans and other employee benefits. The Board will also review and oversee total compensation and personnel practices to ensure that the Bank is competitive and meets all regulatory requirements. The Board has not consulted with any officer regarding compensation matters other than it has consulted with the Company’s prior president regarding the compensation arrangements with Mr. Renko and Mr. Colburn and has followed his suggestions with respect to their compensation arrangements and structuring their employment arrangements.

Remuneration of Organizers, Directors and Certain Officers

Organizers. Our organizers were instrumental in the formation of the Bank and the Company, although not all of them will serve as directors of the Bank or the Company. None of our organizers have received any cash or other remuneration for their services in the organizational process to date, nor have we retained any of our organizers to provide goods or services to the Bank for compensation, except for one who has provided limited legal services. Alex C. Carolino, Sr., chairman of the Board, has provided free office space to the Company’s executive officers.

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In accordance with our stock option plan and in recognition of their having provided seed money for the organization of the Bank, upon the close of this offering, and subject to shareholder approval of the Gateway Pacific Bancorp 2008 Stock Plan (the “Plan”), we expect to issue up to approximately 93,308 stock options to our organizers (“Organizer Options”). Each organizer is expected to receive Organizer Options to purchase shares of common stock at an exercise price of $10.00 per share, in a quantity proportionate to such organizer’s level of time, effort and advancement of funds for the organization of the Bank. See “Stock Option Plan and Stock Options,” below.

Directors. For the foreseeable future, we do not intend to pay our directors for services rendered in such capacity. However, upon the opening of the Bank, in accordance with our stock option plan (subject to certain different provisions) and in recognition of their personal commitment and anticipated service to the Bank and the Company, we expect to grant 135,309 options to our directors (“Director Options”). The specific number of Director Options expected to be granted to each director is relative to their anticipated level of service on our board of directors and other factors. Mr. Mandelbaum will not be eligible for Director Options. The exercise price for each of the Director Options will be $10.00 per share. See “Stock Option Plan and Stock Options,” below.

Officers and Others. Upon the opening of the Bank, we expect to issue 145,710 to 185,085 stock options to our executive officers (“Officer Options”), in accordance with our stock option plan (subject to certain different provisions required by their employment agreements) and in recognition of their personal commitment and anticipated service to the Bank. We expect to issue 80,950 Officer Options to Mr. Mandelbaum, 32,380 Officer Options to Mr. Colburn and 32,380 Officer Options to Mr. Renko in the event of the minimum offering and 102,825, 41,130, and 41,130, respectively, in the event of the maximum offering. The exercise price for each of the Officer Options will be $10.00 per share. See “Stock Option Plan and Stock Options,” and “ – Compensation Pursuant to Employment Agreements,” below.

Guarantors. We expect to issue up to 100,000 stock options to the guarantors of our line of credit, with the exact number determined by the amount we draw down the line of credit.

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Summary Compensation Table

The following table sets forth the compensation of our President and Chief Executive Officer, Chief Financial Officer, and Chief Credit Officer for the year ended December 31, 2007 and year ended December 31, 2006, if applicable. Gateway Pacific Bancorp had no other executive officers at December 31, 2007.

Name and Principal Position	Year		Salary		Bonus			Option Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation			Total
Garry D. Barnes (1)	2007		$	147,500							$	39,300	(6)	$	186,800
President and Chief Executive Officer (from December 2006 to September 2008)	2006		$	12,291	$	5,000	(5)				$	3,300	(7)	$	20,591
Frederick J. (Rick) Mandelbaum (2)
President and Chief Executive Officer	(10	)
Kirk S. Colburn (3)	2007		$	22,112	$	20,000	(5)				$	4,260	(8)	$	46,372
Chief Financial Officer
Chris J. Renko (4)	2007		$	20,000							$	1,679	(9)	$	21,679
Chief Credit Officer

(1) Mr. Barnes commenced providing consulting services in December 2006 and resigned from the Company in September 2008.

(2) Mr. Mandelbaum commenced providing consulting services in November 2008.

(3) Mr. Colburn commenced providing consulting services in October 2007.

(4) Mr. Renko commenced providing consulting services in November 2007.

(5) The amount represents a signing bonus received by the individual.

(6) The other compensation is comprised of a living allowance of $26,000, a vehicle allowance of $6,500, and medical benefits coverage of $6,800.

(7) The other compensation is comprised of a living allowance of $2,000, a vehicle allowance of $500, and medical benefits coverage of $800.

(8) The other compensation is comprised of a vehicle allowance of $1,750 and medical benefits coverage of $2,510.

(9) The other compensation is comprised of a vehicle allowance of $1,500 and medical benefits coverage of $179.

(10) Mr. Mandelbaum has not received any compensation in any of our last three completed fiscal years because he did not begin providing services until November 2008, after the end of 2007, our last completed fiscal year.

Compensation For Interim Consulting

We have agreed to compensate Mr. Mandelbaum, Mr. Renko, and Mr. Colburn for consulting services rendered in connection with organizing the Bank and the Company. Under the terms of Mr. Mandelbaum’s consulting agreement, he is compensated $16,666.66 per month, with such fee prorated for any partial month, during the term of his agreement. Mr. Mandelbaum received a $5,000 signing bonus. Mr. Mandelbaum is reimbursed up to $800 per month for family medical benefits coverage. During the term of his consulting agreement, Mr. Mandelbaum also receives a vehicle allowance of $1,200 per month. Mr. Mandelbaum is also to be reimbursed for reasonable business expenses incurred during the performance of his services under his consulting agreement, provided that any reimbursement of any single expenditure in excess of $1,000 or in an aggregate amount in excess of $2,500 per month requires the prior written approval of the board, board committee, or chairman of the board.

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Mr. Colburn and Mr. Renko are compensated $11,875, and $10,000 per month, respectively, with such fee prorated for any partial month during the term of the agreements. Mr. Colburn also received a $20,000 signing bonus and a $11,875 retention bonus. He will also receive an additional $11,875 retention bonus upon the opening of the Bank. Each of these individuals are also to be reimbursed for reasonable business expenses paid by them during the performance of their services under the consulting agreements, and such reimbursement requires the prior written approval of the Company’s board of directors, board committee, chairman of the board, or proposed Chief Executive Officer of the Bank. Mr. Colburn and Mr. Renko are each provided a vehicle allowance of $500 per month.

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Compensation Pursuant to Employment Agreements

General. The Bank has entered into written employment agreements with each of our proposed President and Chief Executive Officer, Chief Financial Officer and Chief Credit Officer. The provisions of each of those agreements are summarized below. All of the terms of these employment agreements are subject to regulatory review and may be changed as a result of such review.

Employment Agreement with President and Chief Executive Officer. Our proposed President and Chief Executive Officer, Mr. Mandelbaum, entered into a three-year employment agreement with the Bank effective on the first day the Bank opens for business. Mr. Mandelbaum receives a base salary of not less than $16,666.66 per month. He is also entitled to receive a number of options to purchase shares of common stock of the Company equal to 5% of the total number of shares that are fully paid, issued and outstanding on the effective date of his employment. The exercise price for such options shall be fair market value thereof at the date of issuance. The options shall vest in accordance with the FDIC Statement of Policy regarding Applications for Deposit insurance, vesting no more than 1/3 per year, with a stated term of 10 years. His employment agreement also entitles him to participate in the same bonus plans as provided to other senior executive officers of the Bank.

The Bank agrees to provide Mr. Mandelbaum with an automobile allowance of $1,200 per month to operate a vehicle on the Bank’s business. Mr. Mandelbaum is entitled to receive the same medical benefits as are provided to other employees of the Bank, except that 100% of the premium for himself and 50% of the premium for his eligible family members will be paid for by the Bank. He accrues 10 paid sick days annually, which can be carried over from year to year; provided however, when he has accrued a total of 30 days of sick days, he will cease to accrue further sick days until the accrued number of sick days has fallen below the maximum accrual amount of 30 days. He also accrues 22 days of paid vacation per year; provided, however, that during each calendar year he is required to take at least 10 days of paid vacation and is not entitled to pay in lieu of these mandatory vacation days. However, he is entitled to accumulate up to 12 days of paid vacation per year that is not used and in excess of the mandatory vacation days and to receive pay in lieu of such accrued vacation, not to exceed 22 total days. Mr. Mandelbaum is entitled to participate in any benefit programs applicable to all employees of the Bank, including participation in the Bank’s 401(k) plan as in effect from time to time, which includes the Bank matching Mr. Mandelbaum’s contribution’s to the same up to maximum of 4% of his salary. The Banks pays all monthly dues at the Escondido Country Club for Mr. Mandelbaum, not to exceed $200/month, provides him with a cellular phone, and pays the monthly fee for the cellular phone’s service plan, not to exceed $100/month. The Bank also provides life insurance with a life insurance benefit equal to the lesser of (a) three times Mr. Mandelbaum’s annual salary, and (b) the maximum amount permitted under any of the Bank’s then applicable group life insurance plans. Mr. Mandelbaum is also entitled to reimbursement for all reasonable expenses incurred by him during the term of his employment for all reasonable travel and other business related expenses in performing his obligations under the employment agreement in accordance to the Bank’s travel and business expense policy and any guidelines set by the Bank’s board of directors from time to time.

Mr. Mandelbaum’s employment agreement also entitles him to receive compensation in the event his employment is terminated, in certain circumstances depending on the reason for termination. Upon termination for cause, disability, death, resignation or through expiration of the term of employment, the Bank shall not have any further obligations to Mr. Mandelbaum except payment for his base salary accrued through the date of termination or expiration. Upon termination of his employment by the Bank without cause, provided that Mr. Mandelbaum (i) executes a release of claims against the Bank and its affiliates, (ii) has not instituted any suit and is not otherwise in breach of the employment agreement and (iii) the termination was not in respect of any change of control, he will be entitled to receive a severance payment equal to 12 months of his then payable base salary. Upon termination of his employment by the Bank without cause, provided that Mr. Mandelbaum (i) executes a release of claims against the Bank and its affiliates, (ii) has not instituted any suit and is not otherwise in breach of the employment agreement and (iii) the termination was in respect of a change of control, he will be entitled to receive a severance payment equal to 18 months of his then payable base salary.

Employment Agreements with Chief Financial Officer and Chief Credit Officer. Our proposed Chief Financial Officer, Mr. Colburn, and Chief Credit Officer, Mr. Renko, each entered into an indefinite term employment agreement with the Bank, effective on the first day the Bank opens for business. Under their employment agreements, they are employees of both the Bank and

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the Company. They receive a base salary of not less than $11,875 and $10,000 per month, respectively. They are also entitled to receive a number of options to purchase shares of common stock of the Company equal to 2% of the total number of shares that are fully paid, issued and outstanding on the effective date of their respective employment. Mr. Colburn’s employment agreement provides for a signing bonus equal to $20,000. In the event Mr. Colburn’s employment is terminated during the first 12 months of the term of employment, he shall reimburse the Bank for all $20,000 of such bonus. Mr. Renko is not entitled to a signing bonus. Their employment agreements entitle them to receive the same medical benefits as are provided to other employees of the Bank. They accrue 20 days of paid vacation annually. They are each provided a vehicle allowance of $500 to operate a vehicle on the Bank’s business. Upon termination of employment for cause, without cause, disability, or death, the Bank shall not have any further obligations to them except payment for their base salary accrued through the date of termination. Upon termination of employment due to resignation, the Bank shall pay them for their base salary and any other compensation or benefits that accrued through the effective date of their resignation. If a transaction involving the Bank or the Company results in more than 50% of the voting stock being owned by persons who were not owners of voting stock of the Company prior to the transaction, and if Mr. Colburn is terminated without cause, provided that he executes a release of claims against the Bank and its affiliates, has not instituted any suit and is not otherwise in breach of the employment agreement, he will be entitled to receive a severance payment equal to 6 months of his then payable base salary.

Transactions with Directors and Executive Officers

We anticipate that our directors, and the companies with which they are associated, will engage in banking transactions with the Bank in the ordinary course of business. It is the firm intention of our board of directors that any loans and commitments to lend included in such transactions will be made in accordance with all applicable laws and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other third parties of similar creditworthiness.

CAPITAL STOCK

General

The authorized capital stock of the Company consists of 10,000,000 shares of no par value common stock and 10,000,000 shares of preferred stock. Initially, it is proposed that the Company issue between 1,500,000 to 1,937,500 shares of common stock at a sale price of $10.00 per share. The designations and powers, preferences and rights, and the qualifications, limitations or restrictions thereof of our common stock are described below.

Common Stock

Each share of our common stock will have the same rights, privileges and preferences as every other share and will be entitled to participate in any liquidation, dissolution or winding up on a pro rata basis. Our common stock will have no conversion or redemption rights or sinking fund provisions. Each share of our common stock will participate equally in dividends. Our common stock will not be eligible as collateral for a loan by the Bank. See “ – Dividends,” below.

Dividends

As a bank holding company that will initially have no significant assets other than our equity interest in the Bank, our ability to declare dividends will depend primarily upon dividends we receive from the Bank. The dividend practice of the Bank, like our dividend practice, will depend upon its earnings, financial position, current and anticipated cash requirements and other factors deemed relevant by the Bank’s board of directors at the time. The Bank does not intend to pay any cash dividends in its early years of operations.

Our Board presently intends that no cash dividends will be declared during the early stages of the Bank’s development. Each share of our common stock will be entitled to participate equally in dividends, if we declare dividends.

Gateway Pacific Bancorp will be entitled to receive dividends as and when declared by the Bank’s board of directors, out of funds legally available for the payment of dividends and as specified and limited by the California Financial Code. Under Section 642 of the California Financial Code, neither a bank nor any majority-owned subsidiary of a bank may make any distribution to its shareholders in an amount which exceeds the lesser of a bank’s retained earnings or a bank’s net income for its last three fiscal years (less any distributions to shareholders made during such period). Under Section 643 of the California Financial Code, a bank or a majority-owned subsidiary of a bank may, with the prior approval of the Commissioner, make a distribution to its shareholders in an amount not exceeding the greater of: (a) the bank’s retained earnings; (b) the bank’s net income for its last fiscal year; or (c) the bank’s net income for its current fiscal year. Under Section 644 of the California Financial Code, a bank may: (a) with the prior approval of the Commissioner, make a distribution to its shareholders by means of redeeming its redeemable shares; and (b) with the prior approval of the Commissioner as well as the bank’s outstanding shares, otherwise make a distribution to its shareholders in connection with a reduction of its contributed capital. If the Commissioner finds that the Bank’s shareholders’ equity is not adequate or that the payment of a dividend would be unsafe or unsound for the Bank, the Commissioner may order the Bank not to pay a dividend.

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The FDIC also has the authority to prohibit a bank from engaging in business practices considered by the FDIC to be unsafe or unsound. For instance, the FDIC Statement of Policy on Applications for Deposit Insurance states that during the first three years of operations, cash dividends shall be paid only from net operating income, and shall not be paid until an appropriate allowance for loan and lease losses has been established and overall capital is adequate. It is possible, depending upon the Bank’s financial condition and other factors, that the FDIC could assert that the payment of dividends or other payments might under some circumstances be such an unsafe or unsound practice and thereby prohibit such payment, even if its own guidelines would otherwise be met. Certain federal regulatory agencies also retain discretion to prohibit the payment of cash dividends in appropriate circumstances in order to, among other things, preserve our capital base. See “Supervision and Regulation,” above.

Gateway Pacific Bancorp’s ability to pay dividends is also limited by state corporation law. The California General Corporation Law prohibits Gateway Pacific Bancorp from paying dividends on the common stock unless: (i) its retained earnings, immediately prior to the dividend payment, equals or exceeds the amount of the dividend or (ii) immediately after giving effect to the dividend the sum of Gateway Pacific Bancorp’s assets (exclusive of goodwill and deferred charges) would be at least equal to 125% of its liabilities and the current assets of Gateway Pacific Bancorp would be at least equal to its current liabilities, or, if the average of its earnings before taxes on income and before interest expense of the two preceding fiscal years was less than the average of its interest expense of the two preceding fiscal years, at least equal to 125% of its current liabilities.

We cannot currently pay cash dividends because we have no retained earnings. Even if legally available, no assurance can be given that we will pay dividends.

Voting Rights

Each share of our common stock will be entitled to one vote at any meeting of shareholders except in the election of directors where shareholders have cumulative voting rights, meaning that, as to any candidates whose names are placed in nomination prior to voting, a shareholder has the right to vote the number of shares owned for as many persons as there are directors to be elected, or to cumulate such votes and give one candidate as many votes as the number of directors multiplied by the number of shares owned or to distribute such votes on the same principle among as many candidates as the shareholder deems appropriate. However, cumulative voting will be dispensed with unless a shareholder gives notice at the shareholders’ meeting of such shareholder’s intention to cumulate votes. If any one shareholder gives notice of an intention to cumulate votes, then all shareholders may cumulate their votes for candidates in nomination.

Preemptive Rights

Our common stock will not have preemptive rights. Among other things, this means that investors in this offering will not have a right to subscribe in later capital offerings. Consequently, their percentage interest in the Company may be diluted by such offerings. Therefore, future shares of our common stock may be offered to the investing public, officers, directors, and/or to existing shareholders, in the discretion of our board of directors, appropriate in the proper exercise of its fiduciary duties.

Preferred Stock

Our Articles of Incorporation authorize the issuance of up to 10,000,000 shares of preferred stock from time to time, in one or more series. In general, our board of directors has broad discretion to designate the terms of each series of preferred stock prior to its issuance, including the right to dividends and the terms, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), liquidation preferences and any other rights, preferences, privileges and restrictions, as well as the number of shares constituting each series and the designation thereof. No shares of preferred stock have been previously issued or are currently outstanding and the Company has no plans to issue preferred stock in the foreseeable future.

STOCK OPTION PLAN AND STOCK OPTIONS

General

Our board of directors intends to adopt a stock incentive plan, the Gateway Pacific Bancorp 2008 Stock Plan (the “Plan”), and intends to issue stock options under the Plan, subject to shareholder approval, following completion of this offering. The Plan provides for the grant of incentive stock options to selected employees of the Company and/or the Bank and nonstatutory stock options to our and our subsidiaries’ organizers, directors and selected employees and consultants. Our board of directors realizes that it is vitally important to the success of any new bank, such as the Bank, to attract highly qualified bankers, who in some cases may be leaving more secure employment positions or may currently be operating their own businesses. The Plan was established, in part, as an incentive for such individuals to join, and to remain and prosper with, the Bank. Our directors and executive officers plan to closely monitor the status of current and developing laws and regulations relating to the issuance and expensing of stock options and related matters, and they intend to fully comply with all such existing and future laws and regulations and to fully and accurately inform our shareholders of such matters as they may relate to our business and financial status. Among other things, the Plan is subject to the FDIC’s Statement of Policy on Applications for Deposit Insurance and in the event that the FDIC’s interpretation of that policy requires modifications in the terms of the options issued under the Plan, the Plan requires that those changes be made.

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The initial stock option grants which we plan to allocate to our organizers, directors and executive officers are discussed above under “Management – Remuneration of Organizers, Directors and Certain Officers – Organizers,” “Management – Remuneration of Organizers, Directors and Certain Officers – Directors,” and “Management – Remuneration of Organizers, Directors and Certain Officers – Officers and Others,” as well as below under “– Summary of Initial Stock Option Grants,” “– Provisions of Organizer Options,” “– Provisions of Directors Options,” and “– Provisions of Officer Options.” Our board of directors will allocate additional incentive stock options to certain other officers and employees, both to provide incentive options to these individuals to join the Bank initially as well as to grant them a share in our future success as a reward for their efforts in that regard. Nonstatutory stock options will be granted to directors from time to time to incentivize such persons and recognize their contributions to the Bank’s business.

Incentive stock options granted under the Plan will be intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder. Nonstatutory stock options granted under the Plan are not intended to qualify as incentive stock options under the Code. See “– Certain Federal Income Tax Information With Respect to Options,” below, for a discussion of the tax treatment of these two types of stock options.

In December 2004, Financial Accounting Standards Board revised Statement of Financial Accounting Standard 123 and issued it under its new name, “Share-Based Payment” (the “Statement”). The Statement eliminates the alternative to use APB Opinion 25’s intrinsic value method of accounting. Instead, the Statement generally requires entities to recognize the cost of employee services received in exchange for awards of stock options, or other equity instruments, based on the grant-date fair value of those awards. The impact of the Statement is that the grant-date fair value of the award is generally charged as an expense over the time period during which the options vest. This will delay the Bank’s becoming profitable, and if it does become profitable, will reduce earnings while options are vesting.

Administration

The Plan will be administered by our board of directors unless and until our board of directors delegates administration to one or more committees composed of one or more members of our board of directors and, in the discretion of our board of directors, two or more non-employee directors (the “Stock Plan Committee”). If administration is delegated to a Stock Plan Committee, the Stock Plan Committee will have, in connection with the administration of the Plan, the powers possessed by our board of directors, subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by our board of directors. Our board of directors may abolish the Stock Plan Committee at any time and revest in our board of directors the administration of the Plan.

Under the Plan, our board of directors will have the power to determine which persons are eligible to receive options under the Plan, whether options granted will be incentive stock options or nonstatutory stock options, the provisions of each option, generally to construe and interpret the Plan and the options granted under it, and whether and in what manner to amend the Plan or any option granted thereunder.

Shares Subject to the Plan

The Company’s common stock that may be sold pursuant to options under the Plan shall not exceed, in the aggregate, 30% of the total number of shares of our common stock outstanding as of the date the Bank opens for business. If the minimum number of shares is sold in this offering, the number of shares subject to the Plan will be 485,700. If the maximum number of shares is sold in this offering, the number of shares subject to the Plan will be 616,950. If any option expires or terminates, in whole or in part, without having been exercised in full, or if any unvested option is forfeited, the shares not purchased under such option will revert to and again become available for issuance under the Plan. Our common stock subject to the Plan shall be and remain unissued shares.

Eligibility

Incentive stock options may be granted only to our employees and those of our subsidiaries. Nonstatutory stock options may be granted to our organizers, directors, employees and consultants and those of our subsidiaries.

No person is eligible for the grant of an incentive stock option if, at the time of grant, such person owns (or is deemed to own under the Code) stock constituting more than 10% of the total combined voting power of all classes of stock of the Company or any of its affiliates unless the exercise price of such option is at least 110% of the fair market value of such stock at the date of grant and the option is not exercisable after the expiration of five years from the date of the grant.

39

Term and Termination

No option will be exercisable after the expiration of 10 years from the date it was granted. Generally, in the event an optionee’s continuous status as an employee or director is terminated, the optionee or the optionee’s representative, as the case may be, may exercise the options (to the extent that the optionee was entitled to exercise such options at the time of termination) but only within such period of time ending on, with respect to directors, the expiration of the term of the option as set forth in the stock option agreement, and with respect to employees, the earlier of (i) the expiration of the term of the option as set forth in the stock option agreement or (ii) the date three (3) months following the termination of the employee’s continuous status as an employee. However, Organizer Options will not be subject to termination as a result of termination of service as a director or employee. See “-Provisions of Organizer Options,” below.

Exercise Price

The exercise price of each stock option will not be less than 100% of the fair market value of our common stock on the date of grant. The purchase price of our common stock acquired pursuant to the exercise of a stock option must be paid in cash at the time of exercise.

Transferability

A stock option will not be transferable except by will or by the laws of descent and distribution, and will be exercisable during the lifetime of the person to whom the stock option is granted only by such person. An optionee may designate a beneficiary who may exercise the optionee’s option after the death of the optionee.

Vesting

The total number of shares of stock subject to an option shall be allotted in periodic installments, which may but need not be equal. Each stock option agreement shall provide that, from time to time during each of such installment periods, the option may become exercisable (“vest”) with respect to some or all of the shares allotted to that period. The stock option agreement may provide that an option shall vest annually, quarterly, monthly or on any other basis as determined by our board of directors. An option granted during the first three years from the date the Bank opens for business shall vest no more quickly than ratably from the date of grant through the third anniversary of the date of grant, other than Organizer Options granted to persons who are not directors or executive officers of the Bank. For the specific vesting terms of certain options, see “– Provisions of Organizer Options,” “– Provisions of Director Options,” and “– Provisions of Officer Options,” below.

Adjustments upon Change in Stock

If any change is made in our common stock subject to the Plan or any option (through merger, consolidation, reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidation dividend, combination of shares, exchange of shares, change in corporate structure or otherwise), the classes and maximum number of shares subject to the Plan and the price per share of our common stock subject to outstanding options will be appropriately adjusted.

The “Change in Control” provisions of the Plan apply only after the Bank has been open for business for three years. In the event of a “Change in Control” all outstanding options under the Plan shall immediately become 100% vested (including shares as to which the option would not otherwise be exercisable or vested) and our board of directors shall notify all participants that their outstanding options shall be fully exercisable for a period of three months (or such other period of time not exceeding six months as is determined by our board of directors at the time of the grant) from the date of such notice, and any unexercised options shall terminate upon the expiration of such period. For purposes of the Plan, “Change in Control” means (i) our shareholders approve a merger or consolidation of the Company with any other entity such that after the transaction more than 50% of the outstanding voting securities of the surviving entity would be beneficially owned by persons who did not beneficially own voting securities of the Company prior to the transaction, (ii) individuals who were members of our board of directors immediately prior to a meeting of our shareholders which meeting involves a contest for the election of at least one directorship, do not constitute at least a majority of our board of directors following such meeting or election, (iii) an acquisition, directly or indirectly, of more than 50% of the outstanding shares of any class of voting securities of the Company by any person or entity, (iv) our shareholders approve a sale of all or substantially all of the assets of the Bank or the liquidation of the Company, or (v) there is a change, during any period of two consecutive years or less of a majority of our board of directors as constituted as of the beginning of such period, unless the election of each director who is not a director at the beginning of such period was approved by a vote of at least two-thirds of the directors then in office who were directors at the beginning of such period.

40

Summary of Initial Stock Option Grants

The following table summarizes the initial stock option grants to organizers, directors and executive officers that we contemplate under the Plan. We expect that other grants may be required in order to attract and retain additional personnel, but not to any of the individuals listed in the table:

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Anticipated Stock Option Allocation

Option Holder	Seed Money Provided $		Expected Share Purchase $/#		Organizer Options #	Director Options #	Officer Options # (at minimum offering)	Officer Options # (at maximum offering)
Director/Organizers
Frederick J. (Rick) Mandelbaum	$	0	$	20,000/2,000	0	0	80,950	102,825
Harold K. Brown (1)	$	25,000	$	25,000/2,500	1,250	3,750	0	0
Alex C. Carolino (1)	$	325,000	$	625,000/62,500	16,250	78,750	0	0
Crisostomo B. Garcia (2)	$	30,000	$	30,000/3,000	1,500	4,500	0	0
Nicholas E. Inzunza	$	0	$	50,000/5,000	0	5,000	0	0
Teresita L. Paje (1)	$	33,820	$	66,180/6,618	1,691	8,309	0	0
Edward F. Plant (2)	$	0	$	150,000/15,000	0	15,000	0	0
Ditas D. Yamane (1)	$	50,000	$	100,000/10,000	2,500	12,500	0	0
Robert Yee (1)	$	50,000	$	50,000/5,000	2,500	7,500	0	0
Organizers (non-Director)
Thani Adem	$	70,880	$	0/0	7,088	0	0	0
Rodel Agpaoa (1)	$	50,000	$	0/0	5,000	0	0	0
Honesto Aguinaldo (1)	$	50,000	$	0/0	5,000	0	0	0
Isaias D. Aguinaldo, Jr. (1)	$	75,000	$	0/0	7,500	0	0	0
Alfredo B. Biteng, Jr. (1)	$	100,000	$	0/0	10,000	0	0	0
Joseph G. Coit	$	29,410	$	0/0	2,941	0	0	0
Audie de Castro (2)	$	25,000	$	0/0	2,500	0	0	0
Debra Garcia (2)	$	72,060	$	2,940/294	7,206	0	0	0
Ramon Q. Garcia (2)	$	33,820	$	0/0	3,382	0	0	0
Filomena Guevarra	$	30,000	$	0/0	3,000	0	0	0
Erwin Martinez (1)	$	90,000	$	0/0	9,000	0	0	0
Willie D. Racelis (1)	$	25,000	$	0/0	2,500	0	0	0
Jack Wang (1)	$	25,000	$	0/0	2,500	0	0	0
Executive Officers (non-Director non-Organizer)
Kirk S. Colburn							32,380	41,130
Chris J. Renko							32,380	41,130
Totals	$	1,189,990	$	1,119,120/111,912
Guarantor Options ($1.0 million Line of Credit)					50,000	50,000
Total Stock Option Grants					143,308	185,309	145,710	185,085

(1) The shares purchased by the named individual will be owned jointly or as community property by the named individual and his or her spouse.

(2) The shares purchased by the named individual will be owned and held in a trust.

Provisions of Organizer Options

We expect to grant nonstatutory options to our organizers to purchase up to 93,308 shares of our common stock. See “Management – Remuneration of Organizers, Directors and Certain Officers – Organizers,” above. These grants are to reward our organizers for their having provided seed money and other support during the organizational phase of the Company and Bank as well as to incentivize them to contribute further to our success and to compensate them for advisory services to be provided after the Bank opens. The Organizer Options will have stated terms of 10 years and shall not be subject to forfeiture due to loss of employment or termination of service as a director or executive officer. The exercise price will be $10 per share, reflecting the price to be paid by subscribers in this offering. Such options granted to persons who are not directors or officers of the Company will be vested upon issuance; those granted to directors and officers of the Company will vest over three years as other options granted under the Plan vest.

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Provisions of Director Options

We expect to grant nonstatutory stock options to our directors, in the form of Director Options as described under “Management – Remuneration of Organizers, Directors and Certain Officers – Directors,” above, to purchase 135,309 shares of our common stock. These grants are to incentivize our directors to contribute further to our success. The Director Options will have stated terms of 10 years, vest at the rate of one-third per year over three years, not be transferable, and, to the extent vested on the date of termination of service as a director, not be subject to forfeiture (although vesting would cease as of such termination). The exercise price will be $10 per share, reflecting the price to be paid by subscribers in this offering.

Provisions of Officer Options

We expect to grant incentive stock options to our officers, in the form of Officer Options as described under “Management – Remuneration of Organizers, Directors and Certain Officers – Officers and Others,” above, to purchase up to 145,710 (in the event of the minimum offering) to 185,085 (in the event of the maximum offering) shares of our common stock. These grants are to incentivize our officers to contribute further to our success. Officer Options to purchase up to 80,950, 32,380, and 32,380 shares will be granted to our President and Chief Executive Officer, Chief Financial Officer and Chief Credit Officer, respectively, in the event of the minimum offering and 102,825, 41,130, and 41,130, respectively, in the event of the maximum offering. The Officer Options will have stated terms of 10 years, vest at the rate of one-third per year over three years, not be transferable, and shall be subject to forfeiture three months after termination of employment or service as a director (if an officer is serving as a director and continues such service after termination of employment as an officer his options will not be forfeited). The exercise price will be $10 per share, reflecting the price to be paid by subscribers in this offering.

Amendment of the Plan

Our board of directors at any time, and from time to time, may amend the Plan or some or all of the options outstanding thereunder. However, no such amendment will be effective unless approved by our shareholders if shareholder approval is required in order for the Plan to satisfy the requirements of Section 422 of the Code, or to comply with the requirements of Rule 16b-3 under the Exchange Act or to comply with any Nasdaq or other stock exchange listing requirements. No amendment may be adopted that would cause the Plan not to be in compliance with applicable bank regulatory guidelines without the prior consent or acquiescence of the appropriate bank regulatory authority. Our board of directors may in its sole discretion submit any amendment to the Plan for shareholder approval. In amending the terms of any options, the rights and obligations under such options may not be impaired unless we obtain the written consent of the optionee to such amendment.

Termination or Suspension of the Plan

Our board of directors may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the date that is 10 years after the earlier of its adoption by our board of directors or its approval by our shareholders. No options may be granted under the Plan while the Plan is suspended or after it is terminated. However, options granted before the Plan is suspended or terminated remain exercisable for their term, even if the Plan is suspended or terminated during their term.

Certain Federal Income Tax Information With Respect to Options

Incentive Stock Options. Incentive stock options under the Plan are intended to be eligible for the favorable federal income tax treatment accorded “incentive stock options” under the Code. There generally are no federal income tax consequences to the optionee or the Company by reason of the grant or exercise of an incentive stock option. However, the exercise of an incentive stock option may increase the optionee’s alternative minimum tax liability, if any.

If an optionee holds stock acquired through exercise of an incentive stock option for at least two years from the date on which the option is granted and at least one year from the date on which the shares are transferred to the optionee upon exercise of the option, any gain or loss on a disposition of such stock will be long-term capital gain or loss. Generally, if the optionee disposes of the stock before the expiration of either of these holding periods (a “disqualifying disposition”), at the time of disposition, the optionee will realize taxable ordinary income equal to the lesser of (a) the excess of the stock’s fair market value on the date of exercise over the exercise price, or (b) the optionee’s actual gain, if any, on the purchase and sale. The optionee’s additional gain, or any loss, upon the disqualifying disposition will be a capital gain or loss. Capital gains currently are generally subject to lower tax rates than ordinary income. The maximum capital gains rate for federal income tax purposes is currently 15% for property held more than 12 months, while the maximum ordinary income rate is effectively 35% at the present time. Slightly different rules may apply to optionees who acquire stock subject to certain repurchase options.

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To the extent the optionee recognizes ordinary income by reason of a disqualifying disposition, the Company will generally be entitled (subject to the requirement of reasonableness and the satisfaction of a tax reporting obligation) to a corresponding business expense deduction in the tax year in which the disqualifying disposition occurs.

Nonstatutory Stock Options. Nonstatutory stock options granted under the Plan generally have the following federal income tax consequences:

There are no tax consequences to the optionee or the Company by reason of the grant of a nonstatutory stock option. Upon exercise of a nonstatutory stock option, the optionee normally will recognize taxable ordinary income equal to the excess of the stock’s fair market value on the date of exercise over the option exercise price. Generally, with respect to employees, we are required to withhold payroll and income taxes from regular wages or supplemental wage payments in an amount based on the ordinary income recognized. Subject to the requirement of reasonableness and the satisfaction of a reporting obligation, we will generally be entitled to a business expense deduction equal to the taxable ordinary income realized by the optionee. Upon disposition of the stock, the optionee will recognize a capital gain or loss equal to the difference between the selling price and the purchase price (to the extent not recognized as taxable income as described above). Slightly different rules may apply to optionees who acquire stock subject to certain repurchase options or who are subject to Section 16(b) of the Exchange Act.

INDEMNIFICATION

Section 317 (“Section 317”) of the California General Corporation Law grants to California corporations, including state-chartered banks such as the Bank, the power to indemnify directors, officers, employees and other agents against certain liabilities and expenses incurred in the performance of their duties. In addition, rights of indemnification provided by a bank’s articles of incorporation may go beyond those provided in Section 317.

With respect to all proceedings other than shareholder derivative actions, Section 317 permits a California state-chartered bank, such as the Bank, to indemnify any of its directors, officers, employees or other agents only if they acted in good faith and in a manner reasonably believed to be in the best interests of the bank and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct in question was unlawful. In the case of derivative actions, a California state-chartered bank may indemnify any of its directors, officers, employees or other agents only if they acted in good faith and in a manner believed to be in the best interests of the bank and its shareholders. Furthermore, in derivative actions, no indemnification is permitted under Section 317 with respect to (i) any matter in which the person to be indemnified has been held liable to the bank unless such indemnification is approved by the court; (ii) amounts paid in settling or otherwise disposing of a pending action without court approval; or (iii) expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval. To the extent that a director, officer, employee or other agent of a bank has been successful on the merits in defense of any proceeding for which Section 317 permits indemnification, such bank is obligated to indemnify such person against expenses actually and reasonably incurred in connection with the proceeding.

Our Articles of Incorporation grant us the power to indemnify our directors, officers, employees and other agents through agreements, bylaw provisions and votes of the shareholders or disinterested directors in excess of the indemnification otherwise permitted by Section 317, subject to applicable statutory prohibitions upon indemnification. Our Bylaws further provide that the liability of our directors for monetary damages shall be eliminated to the fullest extent permissible under California law.

The Company has entered into indemnification agreements with certain of its directors and officers which provide that the Company will indemnify each of them to the fullest extent permitted by law against all expenses, judgments, fines, penalties and amounts paid in settlement in connection with the investigation, preparation, defense or appeal of any third party claim to which such party was or is a party or other participant in because of his/her role as a director, officer or other agent of the Company, and which may be indemnified under applicable California law. With respect to proceedings by or in the right of the Company, the Company will indemnify each of them against all expenses and amounts paid in settlement. The Bank has entered into similar indemnification agreements with each of the Bank’s officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Sarbanes-Oxley Act and is therefore unenforceable.

CERTAIN LEGAL MATTERS

The legality of our common stock has been passed upon for us by Luce, Forward, Hamilton & Scripps LLP, 600 West Broadway, Suite 2600, San Diego, CA 92101. Luce, Forward, Hamilton & Scripps LLP has consented to the references to their opinion in this prospectus.

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EXPERTS

The financial statements as of December 31, 2007 and 2006 and for the years ended December 31, 2007 and 2006 included in this prospectus and registration statement have been so included in reliance on the report of Vavrinek, Trine, Day & Co., LLP, an independent registered public accounting firm, as set forth in their report appearing herein and has been so included in reliance upon such report given upon the authority of such firm as experts in auditing and accounting.

Vavrinek, Trine, Day & Co., LLP has consented to the use of its name and statements with respect to it appearing in this prospectus.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets as of December 31, 2007 and 2006	F-2
Statement of Operations for the years ended December 31, 2007 and 2006	F-3
Statement of Shareholders’ Deficit for the years ended December 31, 2007 and 2006	F-4
Statement of Cash Flows for the years ended December 31, 2007 and 2006	F-5
Notes of Financial Statements	F-6
Balance Sheet (Unaudited) as of November 30, 2008	F-9
Statement of Operations (Unaudited ) for 11 months ended November 30, 2008 and 2007	F-10
Statement of Cash Flows (Unaudited) for 11 months ended November 30, 2008 and 2007	F-10

AVAILABLE INFORMATION

We have filed a registration statement with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the common stock offered in this prospectus. As permitted by the rules and regulations of the Securities and Exchange Commission, this prospectus does not contain all the information set forth in the registration statement. You may examine this information without charge at the public reference facilities of the Securities and Exchange Commission located at 100 F Street, NE, Washington, D.C. 20549. You may obtain copies of this material from the Securities and Exchange Commission at prescribed rates. You may obtain information on the operations of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission also maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The address for this website is www.sec.gov. Upon the effectiveness of the registration statement of which this prospectus is a part, we will be required to file reports electronically with the Securities and Exchange Commission as required by Section 15(d) of the Exchange Act of 1934, as amended.

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            VAVRINEK, TRINE, DAY & CO., LLP Certified Public Accountants & Consultants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors of

Gateway Pacific Bancorp (In Organization)

We have audited the balance sheets of Gateway Pacific Bancorp (In Organization) (the “Company”) as of December 31, 2007 and 2006, and the related statements of operations, cash flows and changes in shareholders’ deficit for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Gateway Pacific Bancorp (In Organization) as of December 31, 2007 and 2006, and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Laguna Hills, California

May 7, 2008

F-1

25231 Paseo De Alicia, Suite 100 Laguna Hills, CA 92653 Tel: 949.768.0833 Fax: 949.768.8408 www.vtdcpa.com

FRESNO      —      LAGUNA HILLS      —      PALO ALTO      —      PLEASANTON      —      RANCHO CUCAMONGA

GATEWAY PACIFIC BANCORP (IN ORGANIZATION)

BALANCE SHEETS

December 31, 2007 and 2006

	2007			2006
ASSETS
Cash and Cash Equivalents	$	417,650		$	730,635
Prepaids and Other Assets		908			—
	$	418,558		$	730,635
LIABILITIES AND SHAREHOLDERS’ DEFICIT
LIABILITIES
Accounts Payable and Accrued Expenses	$	2,809		$	15,214
Due to Organizers		1,214,990			1,214,990
TOTAL LIABILITIES		1,217,799			1,230,204
COMMITMENTS		—			—
SHAREHOLDERS’ DEFICIT
Common Stock, no par value; 10,000,000 shares Authorized; None Issued and Outstanding		—			—
Deficit Accumulated During the Organizational Period		(799,241	)		(499,569	)
TOTAL SHAREHOLDERS’ DEFICIT		(799,241	)		(499,569	)
	$	418,558		$	730,635

The accompanying notes are an integral part of these financial statements.

F-2

GATEWAY PACIFIC BANCORP (IN ORGANIZATION)

STATEMENT OF OPERATIONS

For the Years Ended December 31, 2007 and 2006

	2007			2006
INCOME
Interest Income	$	26,228		$	33,679
ORGANIZATIONAL EXPENSES
Consulting Fees		287,600			187,995
Rent and Other Occupancy Expense		171			440
Legal and Professional		22,075			90,075
Application and Filing Fees		5,000			250
Other Expenses		6,149			9,109
		320,995			287,869
LOSS BEFORE INCOME TAXES		(294,767	)		(254,190	)
Income Taxes		4,905			8,029
NET LOSS	$	(299,672	)	$	(262,219	)

The accompanying notes are an integral part of these financial statements.

F-3

GATEWAY PACIFIC BANCORP (IN ORGANIZATION)

STATEMENT OF SHAREHOLDERS’ DEFICIT

For the Years Ended December 31, 2007 and 2006

	Common Stock			Deficit Accumulated During Organizational Period			Total
	Number of Shares	Amount
BALANCE AT JANUARY 1, 2006	—	$	—	$	(237,350	)	$	(237,350	)
Net Loss					(262,219	)	$	(262,219	)
BALANCE AT DECEMBER 31, 2006	—		—		(499,569	)		(499,569	)
Net Loss					(299,672	)		(299,672	)
BALANCE AT DECEMBER 31, 2007	—	$	—	$	(799,241	)	$	(799,241	)

The accompanying notes are an integral part of these financial statements.

F-4

GATEWAY PACIFIC BANCORP (IN ORGANIZATION)

STATEMENT OF CASH FLOWS

For the Years Ended December 31, 2007 and 2006

	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(299,672	)	$	(262,219	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Increase in Prepaids and Other Assets		(908	)		—
Change in Accounts Payable and Accrued Expenses		(12,405	)		10,995
NET CASH USED IN OPERATING ACTIVITIES		(312,985	)		(251,224	)
CASH FLOWS FROM INVESTING ACTIVITIES
No Investing Activities		—			—
NET CASH USED BY INVESTING ACTIVITIES		—			—
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from Organizers		—			25,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		—			25,000
NET DECREASE IN CASH AND CASH EQUIVALENTS		(312,985	)		(226,224	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		730,635			956,859
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	417,650		$	730,635

The accompanying notes are an integral part of these financial statements.

F-5

GATEWAY PACIFIC BANCORP (IN ORGANIZATION)

NOTES TO FINANCIAL STATEMENTS

December 31, 2007 and 2006

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business and Organizational Period Operations

Gateway Pacific Bancorp (In Organization) (the “Company”) was recently formed for the purpose of owning all of the stock of Gateway Pacific Bank. As part of its organizational activities, the Company has filed an application with the Federal Reserve to become a bank holding company under the “Bank Holding Company Act of 1956, as amended.” Operations since incorporating consisted of securing a management team, developing a strategic plan, filing applications with the California Department of Financial Institutions and Federal Deposit Insurance Corporation, and preparing the necessary forms and documents to raise capital. It is the Company’s intention to sell a minimum of 1,500,000 shares of common stock at $10 per share in order to capitalize its proposed subsidiary, Gateway Pacific Bank (the “Bank”).

The Bank received approval from the Commissioner of the California Department of Financial Institutions (“DFI”) to organize a commercial bank under the laws of the State of California on April 4, 2008, subject to certain conditions. Among other conditions, the Bank must be capitalized with at least $15,000,000 by the Company. The Bank has not yet received preliminary approval from the Federal Deposit Insurance Corporation (“FDIC”) for deposit insurance.

The Company’s ability to operate as a going concern could be negatively impacted in the event regulatory approvals are delayed or not obtained or in the event the Company is unable to raise the required capital in a timely manner.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks. The Company maintains amounts in banks, which may exceed federally insured limits. The Company has not experienced any losses in such accounts.

Income Taxes

Deferred income taxes are computed using the asset and liability method, which recognizes a liability or asset representing the tax effects, based on current tax law, of future deductible or taxable amounts attributable to events that have been recognized in the consolidated financial statements. A valuation allowance is established to reduce the deferred tax asset to the level at which it is “more likely than not” that the tax asset or benefits will be realized. Realization of tax benefits of deductible temporary differences and operating loss carryforwards depends on having sufficient taxable income of an appropriate character within the carryforward periods.

Disclosure About Fair Value of Financial Instruments

In December 1996, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 126, “Exemption from Certain Required Disclosures about Financial Instruments for Certain Nonpublic Entities,” an amendment of SFAS No. 107. SFAS No. 126 is effective for fiscal years ending after December 15, 1996. In accordance with SFAS No. 126, the Company is exempt from the disclosure requirements of SFAS No. 107 and has therefore elected not to disclose fair value information for financial instruments.

Stock-Based Compensation

The Company has adopted SFAS No. 123(R) “Shared-Based Payment.” This Statement generally requires entities to recognize the cost of employee services received in exchange for awards of stock options, or other equity instruments, based on the grant-date fair value of those awards. This cost is recognized over the period which an employee is required to provide services in exchange for the award, generally the vesting period.

Comprehensive Income

The Company has adopted Statement of SFAS No. 130, “Reporting Comprehensive Income,” which requires the disclosure of comprehensive income and its components. For the years ending December 31, 2007 and 2006, net loss is the only component of comprehensive income for the Company.

F-6

New Proposed Accounting Pronouncements

In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements”, effective for the Company January 1, 2008. This Statement defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This statement establishes a fair value hierarchy that distinguishes between valuations obtained from sources independent of the entity and those from the entity’s own observable inputs that are not corroborated by observable market data. SFAS No. 157 expands disclosures about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. The disclosures focus on the inputs used to measure fair value, and for recurring fair value measurements using significant unobservable inputs, the effect of the measurements on earnings or changes in net assets for the period. The Company is currently assessing the impact of this guidance on its financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. SFAS No. 159 permits an entity to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 are elective; however, the amendment to SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, applies to all entities with available-for-sale or trading securities. For financial instruments elected to be accounted for at fair value, an entity will report the unrealized gains and losses in earnings. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company is currently assessing the impact of this guidance on its financial statements.

In September 2006, the FASB ratified the FASB’s Emerging Issues Task Force (or “EITF”) consensus on EITF Issue No. 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements” and in March 2007 the FASB ratified EITF Issue No. 06-10, “Accounting for Collateral Assignment Split-Dollar Life Insurance Arrangements.” The EITF’s consensus on both of these issues focuses on the accounting for arrangements in which a company has agreed to share a portion of the value of the insurance policy with the employee. These arrangements are referred to as “split-dollar” arrangements. Entities with split-dollar life insurance policies will have to accrue, for years beginning after December 15, 2007, liabilities and associated expense for those insurance benefits under the same rules that apply when such benefits are provided by means other than life insurance. The provisions of the consensus would be applied through a cumulative effect adjustment to retained earnings with the option of retrospective application. The Company does not expect the implementation of this standard to have a material effect on its financial statements.

NOTE B - DUE TO ORGANIZERS

The Company has received advances from its organizers. The organizers and the Company intend to repay these advances through the issuance of common stock.

NOTE C - STOCK-BASED COMPENSATION

The Company intends to have a stock option plan adopted for its officers, directors and employees subject to approval by its shareholders, the DFI and the FDIC. Under the proposed plan, the Company may grant options covering up to 30% of the shares outstanding at the close of the offering. All options must be granted at an exercise price of not less than 100% of the fair market value of the shares at the date of grant with vesting periods up to five years and an exercise period of not longer than ten years.

NOTE D - INCOME TAXES

The Company incurred and paid income tax expense in 2007 and 2006 on its interest income. The organizational expenses incurred in these years were not currently deductible for income tax purposes but instead will be capitalized and amortized as startup and organizational expenses over a fifteen-year period once the company begins operations.

Portions of the taxes paid for 2007 and 2006 are recoverable should the Company begin operations timely, however, no recognition of those benefits have been recorded due to potential delays in obtaining regulatory approval and raising the required capital.

No tax benefit related to the organizational expenses incurred by the Company has been recognized as realization of that benefit is dependent on future taxable income. As of December 31, 2007, the amount of deferred taxes related to startup and organizational expenses was approximately $351,000 and was fully offset by a valuation allowance of the same amount.

NOTE E - COMMITMENTS

Lease Commitments

The directors previously identified a property located in National City, California that certain of them would purchase and lease to the Bank on fair market terms to be used as the Bank’s proposed main office. The proposed lease calls for monthly rents of $14,500, annual cost of living increases and the Bank will also be responsible for its pro rata share of common area expenses and property taxes. However, that property is not available at this time and the Bank is actively searching for a comparable property.

F-7

Management Agreements

The Company has entered into three-year employment agreements with certain executive officers that state that in the event the Company terminates employment without cause or upon a change in control of the Company, the Company may be liable for salaries ranging from 50% to 150% of a base amount as defined in the agreement. The agreements will commence when the Bank opens for business. The agreements also state that the executive officers will be eligible to participate in any executive incentive bonus plan, stock-options grants and all other benefit programs adopted by the Bank.

Capital Offering Management Services Commitment

The Company has an agreement with a consulting firm to assist in the design and implementation of a marketing campaign for its proposed capital offering. The agreement requires a marketing fee of $125,000 to be paid 30 days within the Bank’s opening. At December 31, 2007, these costs have not yet been incurred.

Data Network Technology Platform Services Agreement Commitment

The Company has an agreement with a vendor to design, implement, and manage the Bank’s data network technology platform. The services under the agreement are valued at approximately $90,000. In the event the Company is unsuccessful in the capitalization of the Bank, costs may be incurred up to $45,000 for services provided through the cessation date as described in the agreement. At December 31, 2007, these costs have not yet been incurred.

F-8

GATEWAY PACIFIC BANCORP (IN ORGANIZATION)

BALANCE SHEET (UNAUDITED)

November 30, 2008

	2008
ASSETS
Cash and Cash Equivalents	$	3,371
Prepaids and Other Assets		24,525
	$	27,896
LIABILITIES AND SHAREHOLDERS’ DEFICIT
LIABILITIES
Accounts Payable and Accrued Expenses	$	—
Notes Payable		225,000
Due to Organizers		50,000
TOTAL LIABILITIES		275,000
COMMITMENTS		—
SHAREHOLDERS’ DEFICIT
Common Stock, no par value; 10,000,000 shares Authorized; 118,999 Issued and Outstanding		1,189,990
Deficit Accumulated During the Organizational Period		(1,387,094	)
TOTAL SHAREHOLDERS’ DEFICIT		(197,104	)
	$	27,896

F-9

GATEWAY PACIFIC BANCORP (IN ORGANIZATION)

STATEMENT OF OPERATIONS (UNAUDITED)

For the Eleven Months Ended November 30, 2008 and 2007

	2008			2007
INCOME
Interest Income	$	4,215		$	24,804
ORGANIZATIONAL EXPENSES
Consulting Fees		443,130			272,478
Rent and Other Occupancy Expense		2,887			171
Legal and Professional		131,939			—
Application and Filing Fees		786			5,000
Other Expenses		12,334			6,017
		591,076			283,666
LOSS BEFORE INCOME TAXES		(586,861	)		(258,862	)
Income Taxes		992
NET LOSS	$	(587,853	)	$	(258,862	)

GATEWAY PACIFIC BANCORP (IN ORGANIZATION)

STATEMENT OF CASH FLOWS (UNAUDITED)

For the Eleven Months Ended November 30, 2008 and 2007

	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(587,853	)	$	(258,862	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Increase in Prepaids and Other Assets		(23,617	)		—
Change in Accounts Payable and Accrued Expenses		(2,809	)		—
NET CASH USED IN OPERATING ACTIVITIES		(614,279	)		(258,862	)
CASH FLOWS FROM INVESTING ACTIVITIES
No Investing Activities		—			—
NET CASH USED BY INVESTING ACTIVITIES		—			—
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from Organizers		25,000			—
Advances from Note Payable		175,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		200,000			—
NET DECREASE IN CASH AND CASH EQUIVALENTS		(414,279	)		(258,862	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		417,650			730,635
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	3,371		$	471,773

F-10

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

EXPENSES OF ISSUANCE AND DISTRIBUTION

The following are our expenses related to our initial public offering:

Impound Fees	$	9,100.00	*
Securities and Exchange Commission Registration Fee	$	761.44
Blue Sky Qualification Fees and Expenses	$	2,500.00	*
Legal Fees	$	60,000.00	*
Accounting Fees	$	15,000.00	*
Printing and Engraving	$	21,500.00	*
Transfer Agent	$	8,000.00	*
Marketing Fees	$	165,000.00	*
Miscellaneous	$	5,000.00	*
TOTAL	$	286,861.44	*

* Estimated

Item 14. Indemnification of Directors and Officers.

The articles of incorporation of Gateway Pacific Bancorp (the “Company”) authorize the Company to indemnify its agents to the fullest extent permissible under California law.

Furthermore, the bylaws of the Company authorize the Company to indemnify its agents by bylaw provisions, agreements with its agents, vote of the shareholders or disinterested directors, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code (the “Corporations Code”). The Company’s bylaws further provide that the liability of the Company’s directors for monetary damages shall be eliminated to the fullest extent permissible under California law. The Company entered into indemnification agreements with its executive officers and directors as permitted by the Company’s articles of incorporation and bylaws, and applicable laws. Additionally, the Company’s bylaws also provide that the Company shall have the power to purchase and maintain insurance covering its agents as set forth in Section 317 of the Corporations Code.

Under Section 317 of the Corporations Code, a corporation may indemnify a director, officer, employee or agent of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of an action brought by or in the right of a corporation, the corporation may indemnify a director, officer, employee or agent of the corporation against expenses (including attorneys’ fees) actually and reasonably incurred by him or her if he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation, except that no indemnification shall be made: (1) in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless a court finds that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper, (2) of amounts paid in settling or otherwise disposing of a pending action without court approval, and (3) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

The Company has entered into indemnification agreements with certain of its directors and officers which provide that the Company will indemnify each of them to the fullest extent permitted by law against all expenses, judgments, fines, penalties and amounts paid in settlement in connection with the investigation, preparation, defense or appeal of any third party claim to which such party was or is a party or other participant in because of his/her role as a director, officer or other agent of the Company, and which may be indemnified under applicable California law. With respect to proceedings by or in the right of the Company, the Company will indemnify each of them against all expenses and amounts paid in settlement. Gateway Pacific Bank (in organization) (the “Bank”) also has entered into indemnification agreements with certain of its directors and officers with terms substantially similar to those in the indemnification agreement with the Company.

II-1

Item 15. Recent Sales of Unregistered Securities.

From 2005 through 2008, the 19 organizers (six of whom are directors) of the Company advanced $1,189,990 to the Company for pre-opening expenses related to the organization of a new bank and the Company. On or about July 10, 2008, prior to the filing of this registration statement, the Company offered each of the organizers shares of the Company’s common stock at a price of $10.00 per share in exchange for the organizers’ relinquishing their rights to the advances. All of the organizers accepted this offer by July 10, 2008 and at that time an aggregate of 118,999 shares of the Company’s common stock were issued to them for aggregate proceeds of $1,189,990. There were no underwriting discounts, fees or commissions paid in connection with this transaction.

The sales were made to persons who had access to the kind of information which registration would disclose and who did not purchase the shares for resale to the public. Also, these sales were made solely for the purpose of financing the pre-opening expenses related to the organization of the Bank and the Company. Accordingly, these sales constituted transactions by the issuer not involving a public offering, separate and apart from this offering, which were exempt from registration under Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits (filed with the original Registration Statement on Form S-1 filed on July 23, 2008, unless otherwise noted). Those exhibits marked with a (*) refer to exhibits that are filed herewith.

Exhibit No.	Exhibits
3.1	Articles of Incorporation of Gateway Pacific Bancorp (and Amendment to Articles of Incorporation).
3.2	Bylaws of Gateway Pacific Bancorp (prior to changing name from Venture One Holdings, Inc.).
4.1	Specimen form of Certificate for Gateway Pacific Bancorp.
4.2	2008 Stock Option Plan of Gateway Pacific Bancorp.
5.1	Opinion of Luce, Forward, Hamilton & Scripps LLP regarding the legality of the securities being registered.*
10.1	Consulting Agreement dated April 17, 2008, by and between Seapower Carpenter Capital, Inc. and Gateway Pacific Bancorp (formerly Venture One Holdings, Inc.).
10.2	Executive Employment Agreement dated May 9, 2008, by and between Gateway Pacific Bank (in organization) and Garry Barnes.*
10.3	Executive Employment Agreement dated May 9, 2008, by and between Gateway Pacific Bank (in organization) and Kirk Colburn.
10.4	Executive Employment Agreement dated May 9, 2008, by and between Gateway Pacific Bank (in organization) and Chris Renko.
10.5	Consulting Agreement dated November 20, 2006, by and between Gateway Pacific Bancorp (formerly Venture One Holdings, Inc.) and Garry Barnes.*
10.6	Consulting Agreement dated October 11, 2007, by and between Gateway Pacific Bancorp (formerly Venture One Holdings, Inc.) and Kirk Colburn.
10.7	Consulting Agreement dated October 1, 2007, by and between Gateway Pacific Bancorp (formerly Venture One Holdings, Inc.) and Chris Renko.*
10.8	Form of Indemnification Agreement by and between Gateway Pacific Bancorp and its directors and officers and Schedule identifying parties thereto.*
10.9	Form of Indemnification Agreement by and between Gateway Pacific Bank and its directors and officers and Schedule identifying parties thereto.*
10.10	Executive Employment Agreement dated November 24, 2008, by and between Gateway Pacific Bank (in organization), Gateway Pacific Bancorp and Frederick J. (Rick) Mandelbaum.*
10.11	Consulting Agreement dated November 24, 2008, by and between Gateway Pacific Bancorp and Frederick J. (Rick) Mandelbaum.*
10.12	Retention Bonus Arrangement dated July 31, 2008, by and between Gateway Pacific Bancorp and Kirk Colburn.*

II-2

Exhibit No.	Exhibits
21.1	Subsidiaries of Registrant.
23.1	Consent of Luce, Forward, Hamilton & Scripps LLC, included in exhibit 5.1.*
23.2	Consent of Vavrinek, Trine, Day & Co., LLP.*
24.1	Power of Attorney (included on the signature page of Registration Statement on Form S-1 filed on July 23, 2008).
99.1	Form of Subscription Agreement.*

(b) Financial Statement Schedules. No financial statement schedules are filed because the required information is not applicable or is included in the consolidated financial statements or related notes.

Item 17. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, California, on January 6, 2009.

GATEWAY PACIFIC BANCORP
By:	/s/ F. J. Mandelbaum
	Frederick J. (Rick) Mandelbaum,
	President and Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the dates indicated:

Signature	Title	Date
/s/ F. J. Mandelbaum Frederick J. (Rick) Mandelbaum	President, Chief Executive Officer and Director (principal executive officer)	1-6-09
/s/ Harold K. Brown Harold K. Brown	Director	1-6-09
/s/ Alex C. Carolino Alex C. Carolino	Chairman, Director	1/6/09
/s/ Kirk S. Colburn Kirk S. Colburn	Chief Financial Officer (principal financial officer and principal accounting officer)	1/6/09
/s/ Crisostomo B. Garcia Crisostomo B. Garcia	Director	1/6/2009
Nicholas E. Inzunza	Director	______
/s/ Teresita L. Paje Teresita L. Paje	Director	1-6-09
/s/ Edward F. Plant Edward F. Plant	Director	1/6/09
/s/ Ditas D. Yamane Ditas D. Yamane	Director	1/6/09
/s/ Robert Yee Robert Yee	Director	January 6, 2009

II-4

EX-5.1

Exhibit 5.1

600 West Broadway Suite 2600 San Diego, CA 92101-3372 619.236.1414 619.232.8311 fax   www.luce.com

January 8, 2009

Board of Directors

Gateway Pacific Bancorp

3035 East 8th Street

National City, California 91950

Re: Registration Statement on Form S-1, Common Stock – No Par Value

Ladies and Gentlemen:

We have acted as counsel to Gateway Pacific Bancorp, a California corporation (the “Company”), in the preparation of a Pre-Effective Amendment No. 1 to Registration Statement on Form S-1 (the “Registration Statement”) as to which this opinion is a part, filed with the Securities and Exchange Commission (the “Commission”) on January 8, 2009, for the sale of up to 1,937,500 shares of common stock, no par value per share, of the Company (the “Shares”).

For purposes of rendering this opinion, we have made such legal and factual examinations as we have deemed necessary under the circumstances and, as part of such examination, we have examined, among other things, originals and copies, certified or otherwise, identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate. For the purposes of such examination, we have assumed the genuineness of all signatures on original documents and the conformity to original documents of all copies submitted to us. Our opinion is limited solely to matters set forth herein. The law covered by the opinions expressed herein is limited to the Federal law of the United States and the law applicable to corporations of the State of California.

On the basis of and in reliance upon the foregoing examination and assumptions, we are of the opinion that, assuming the Registration Statement shall have become effective pursuant to the provisions of the Securities Act of 1933, as amended, the Shares being offered pursuant to the Registration Statement, when issued in accordance with the terms and conditions set forth in the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable.

We hereby consent in writing to the use of our opinion as an exhibit to the Registration Statement and any amendment thereto and to the references to our firm and such opinion in such Registration Statement.

Very truly yours,

/s/ Luce, Forward, Hamilton & Scripps LLP

LUCE, FORWARD, HAMILTON & SCRIPPS LLP

EX-10.2

Exhibit 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 9th day of May 2008, by and between Gateway Pacific Bank (in organization), a California state-chartered bank (the “Bank”), and Garry Barnes, an individual resident of the State of California (the “Executive”) (the signatories to this Agreement will be referred to jointly as the “Parties”).

WITNESSETH:

WHEREAS, the Executive has considerable experience, expertise and training in management related to banking and services offered by the Bank; and

WHEREAS, the Executive has also served as a consultant in forming the Bank pursuant to the terms and conditions of that certain Consulting Agreement effective as of December 1, 2006 (“Consulting Agreement”) between the Executive and Venture One Holdings, Inc. (“Venture One”);

WHEREAS, the Bank desires for the Executive to be employed as President and Chief Executive Officer of the Bank, and the Executive desires to accept employment, subject to and on the terms and conditions set forth in this Agreement; and

WHEREAS, both the Bank and The Executive have read and understood the terms and provisions set forth in this Agreement and have been afforded a reasonable opportunity to review this Agreement with their respective legal counsel.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Executive and the Bank agree as follows:

1. Term of Employment. This Agreement shall become effective (the “Effective Date”) the first day the Bank opens for business and shall continue in effect until the third anniversary date of the Effective Date (the “Term of Employment”). The Executive’s employment with the Bank can be terminated at the will of either the Executive or the Bank at any time, with or without notice, and with or without Cause before the end of the otherwise applicable Term of Employment. There are no agreements between the Executive and the Bank contrary to the Executive’s at-will status. Neither a board member nor a manager, supervisor, employee or agent of the Bank is authorized to alter the Executive’s at-will status, except in a writing signed both by the chairman of the board and the Executive following adoption of a resolution by the board of directors of the Bank (the “Board of Directors”) authorizing the specific change reflected in such writing and authorizing the chairman to sign such writing. The Executive’s employment with the Bank shall automatically terminate at the end of the Term of Employment. Notwithstanding the foregoing, if the Bank does not open for business prior to April 30, 2009, this Agreement shall terminate automatically.

2. Duties and Authority.

(a) During the Term of Employment, the Executive shall he an employee of the Bank and shall serve as the President and Chief Executive Officer of the Bank and its holding company, Gateway Pacific Bancorp (the “Holding Company”). The Executive shall perform in a professional manner the authorized and customary duties for the position of President and Chief Executive Officer and such other duties and responsibilities as the Board of Directors or the Bank or the Holding Company may assign to the Executive from time to time.

(b) During the Term of Employment, the Executive shall devote the Executive’s best efforts and entire productive time, ability and attention to the business operations of the Bank and the Holding Company, and shall not, without the written consent of the Board of Directors, directly or indirectly, alone or as a partner, officer, director, stockholder, employee, or consultant of any other person, entity, association, agency, organization, or institution, engage in any other business or profession which would necessitate the Executive’s giving any portion of his time and effort to such activity. The Executive shall at all times faithfully, with diligence and to the best of the Executive’s ability, experience, and talent, perform all the duties that may be required of and from the Executive pursuant to the express and implicit terms hereof to the reasonable satisfaction of the Bank. However, the Bank has been informed by the Executive of certain specific business and personal activities in which he is involved, which are described on the attached Exhibit A, and the Bank agrees that such activities shall be permitted during the Term of Employment so long as they do not interfere with the Executive’s performance of his obligations under this Agreement. In addition, the Bank recognizes that the Executive may wish from time to time to engage in charitable or other altruistic endeavors and may do so with the consent of the Board of Directors, which consent shall not be unreasonably withheld.

3. Compensation and Benefits. All payments of compensation to the Executive shall be payable by the Bank in accordance with the Bank’s ordinary payroll and other policies and procedures, provided that the Executive’s salary, pursuant to Section 3(a) shall be payable not less frequently than monthly.

(a) Base Salary. During the Term of Employment, the Bank agrees to pay the Executive a base salary (“Base Salary”) of not less $12,291.67 per month for the first three (3) months during the Term of Employment and then a base salary of $13,333.33 per month thereafter, appropriately prorated for partial months at the commencement and end of the Term of Employment.

(b) Signing Bonus. Within five (5) business days after the Bank opens for business, the Bank shall pay to the Executive a bonus equal to Twenty Thousand Dollars ($20,000).

2

(c) Moving Allowance. If, during the Term of Employment, but only after twelve (12) months following the Effective Date, the Executive sells his primary residence in Utah, the Bank agrees to reimburse the Executive for fifty percent (50%) of any customary and reasonable realtor fee actually paid by the Executive relating to the sale of such primary residence, plus fifty percent (50%) of his actual and reasonable moving expenses (together “Moving Allowance”). The Executive will be responsible for providing the Bank with satisfactory evidence of these expenses before the Bank is obligated to pay such Moving Allowance.

(d) Living Allowance. The Bank agrees to pay the Executive a living allowance (the “Living Allowance”). The Living Allowance shall be One Thousand Dollars ($1,000) per month for a period of six (6) months commencing on the date the Bank opens for business.

(e) Bonus Programs. The Executive will be entitled to participate in any and all bonus plans of the Bank for its senior executive officers, whether such bonus plans are presently existing or may hereafter be implemented by the Bank. The Executive shall also be entitled to participate in any benefit programs applicable to all employees of the Bank in accordance with the Bank policy and the provisions of said benefit programs.

(f) Medical Benefits. During the Term of Employment, the Bank shall provide to the Executive group medical and dental insurance on the terms provided the employees of the Bank, including premium payment participation, co-payments and deductibles, as determined by the Board of Directors.

(g) Paid Sick Leave; Paid Vacation. During the Term of Employment, the Executive shall accrue paid sick leave at the rate of ten (10) days annually (“Paid Sick Leave”) and paid vacation at the rate of twenty (20) days annually (“Paid Vacation”). Paid Sick Leave may not be carried over from one calendar year to the next. Paid Vacation may be carried over from one calendar year to the next calendar year; provided however, at any time the Executive has accrued a total of twenty (20) days of Paid Vacation, the Executive will cease to accrue further Paid Vacation until the Executive’s accrued Paid Vacation shall have fallen below the maximum accrual amount of twenty (20) days.

(h) Reimbursement of Expenses. During the Term of Employment, the Bank shall promptly pay all reasonable expenses inclined by the Executive for all reasonable travel and other business related expenses incurred by him in performing his obligations under this Agreement in accordance with the Bank’s travel and business expense policy, and any additional guidelines or requirements set by the Board of Directors from time to time and subject to review by the Board of Directors from time to time.

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(i) Vehicle Allowance. During the Term of Employment, the Bank shall provide the Executive with one mid-size or full-size automobile that the Bank and the Executive agree is appropriate to his position, for use on the Bank’s business, including insurance from a carrier with coverage, deductibles and limits the Bank and the Executive agree upon. In the event of termination of employment of the Executive for any reason, the Executive will return the automobile to the Bank and execute such documentation as the Bank deems appropriate, if any, to confirm ownership or other title to the automobile in the Bank.

(j) Stock Options. The Executive shall receive a number of options to purchase shares of common stock of the Holding Company equal to three percent (3%) of the total number of shares that are fully paid, issued and outstanding at the Effective Date. The exercise price for such options shall be the fair market value thereof at the date of issuance, which the Bank expects to be at the same price as the price for the shares issued in the initial capital offering by the Holding Company. The options shall vest in accordance with the FDIC Statement of Policy regarding Applications for Deposit Insurance, at the rate of no more than one-third per year, shall have a stated term of ten years from the date of issuance, and to the extent permitted by law, shall be treated as incentive stock options. The options shall be evidenced by a stock option agreement, which shall have such terms as are consistent with those set forth above and such additional terms, including with respect to vesting, as may be set forth in the stock option plan pursuant to which the options are granted.

(k) Withholding. The Bank shall have the right to deduct from any payment of all compensation to the Executive hereunder any federal, state or local taxes and other obligations required by law to be withheld with respect to such payments and any other amounts specifically authorized to be withheld or deducted by the Executive.

4. Compensation After Termination.

(a) Cause, Death, Disability, Resignation, Expiration. If the Term of Employment is terminated (i) by the Bank for Cause (as defined below) or due to the death or disability of the Executive, (ii) by the Executive or (iii) through expiration of the Term of Employment, the Bank shall have no further obligations hereunder or otherwise with respect to the Executive’s employment from and after the termination or expiration date (except payment of the Executive’s Base Salary accrued through the date of termination or expiration) and the Bank shall continue to have all other rights available hereunder.

(b) Without Cause. If the Term of Employment is terminated by the Bank without Cause, if and when a full and complete release of claims against the Bank and its affiliates in the form of Exhibit B is fully effective and is delivered within Fifteen (15) days of termination, and provided the Executive has not instituted any suit, arbitration or other dispute resolution procedure and is not otherwise in breach of this Agreement, the Executive shall be entitled to receive as severance pay (in addition to the payment of the Base Salary through the date of termination), an amount equal to Twelve

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(12) months of the Executive’s then payable Base Salary and the remaining Living Allowance to which he would be entitled to under Section 3(d)) during the year of termination, if any, payable within thirty (30) days of the end of the Term of Employment.

(c) Golden Parachute Provisions. Notwithstanding the foregoing, to the extent that the aggregate present value of any or all payments and benefits in the nature of compensation to (or for the benefit of) the Executive provided under this Agreement or otherwise provided to the Executive by or on behalf of the Bank or any affiliate, parent or controlling entity of the Bank, constitute a “parachute payment” under the provisions of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder, the Parties agrees that the payments or benefits provided to the Executive pursuant to this Agreement shall be reduced (in each case, in such manner as the Executive in his sole discretion shall determine) so that the present value of the total amount received by the Executive that would constitute a “parachute payment” will be one dollar ($1.00) less than three (3) times the Executive’s “base amount” (as defined in Section 280G of the Code) and so that no portion of the payment or benefits received by the Executive would be subject to the excise tax imposed by Section 4999 of the Code.

(d) Section 409A. Notwithstanding the foregoing, in the event that Code Section 409A (“409A”) applies to any compensation with respect to a separation from service, payment of that compensation shall be delayed if the Executive is a “specified employee,” as defined in 409A(a)(2)(B)(i), and such delayed payment is required by 409A. Such delay shall last six months from the date of separation from service. On the day following the end of such six-month period, the Bank shall make a catch-up payment to the Executive equal to the total amount of such payments that would have been made during the six-month period but for this provision.

(e) Limited Benefits. Except as otherwise specifically provided herein, the Bank shall have no other obligations hereunder or otherwise with respect to the Executive’s employment from and after the termination or expiration date, and the Bank shall continue to have all other rights available hereunder.

(f) Nonassignability. Neither the Executive nor any other person or entity shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify, or otherwise encumber in advance any of the rights or benefits of the Executive under this Section 4, nor shall any of said rights or benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance, owed by the Executive or any other person or entity, or be transferable by operation of law in the event of bankruptcy, insolvency or otherwise.

(g) Regulatory Restrictions. The Parties understand and agree that at the time any payment would otherwise be made or benefit provided under Section 4, the Bank will not be permitted and shall not attempt or be obligated to make such a payment if (i) a regulatory authority acting within its authority with respect to the Bank has made a written determination

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that such payment is illegal, (ii) the Bank is in a conservatorship or receivership or proceedings for the same have been commenced by an appropriate regulatory authority, (iii) the Bank or the Holding Company is operating under the terms of a cease and desist order that specifically cites the deficiency of the service of the Executive to the Bank or the Holding Company as a ground for imposition of all or part of such order, or (iv) the Bank or the Holding Company has been ordered by an appropriate regulatory authority to remove the Executive from office. Among other things, the regulations at 12 C.F.R. Part 30, Appendix A promulgated pursuant to Section 39(a) of the Federal Deposit Insurance Act, and at 12 C.F.R. Part 359, would prohibit a payment in such circumstances.

(h) Offset. Any and all of the compensation and benefits that would otherwise be provided under Section 4 are subject to the Bank’s offset for any liability of the Executive to the Bank or the Holding Company to the extent the Board of Directors determines that such liability exists. In addition, without limiting the remedies of the Bank otherwise available under this Agreement or otherwise, all compensation and benefits that would otherwise be payable under Section 4 shall cease as of the date the Executive first violates any of the provisions included in Sections 8, 10 or 11.

5. Fair and Adequate Compensation. The Bank and the Executive acknowledge that such compensation and the other covenants and agreements of the Bank contained herein are fair and adequate compensation for the Executive’s services, and for the covenants described below.

6. Termination.

(a) Death. If the Executive dies during the Term of Employment and while in the employ of the Bank, this Agreement shall automatically terminate and the Bank shall have no further obligation to the Executive or his estate under this Agreement (other than death benefits payable under the benefit plans referenced in Section 3(e) or Section 3(f)), except that the Bank shall pay the Executive’s estate that portion of the Executive’s Base Salary under Section 3(a) accrued through the date on which the Executive’s death occurred and the Living Allowance that the Executive would be entitled to under Section 3(c). Such payment of Base Salary to the Executive’s estate shall be made in the same manner as other payroll obligations of the Bank.

(b) Disability.

(i) The Bank may terminate this Agreement if, during the Term of Employment, the Executive shall be prevented from performing his duties hereunder by reason of becoming disabled. For purposes of this Agreement, the term “disabled” shall mean the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than Twelve (12) months.

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(ii) In the event of a termination pursuant to this Section 6(b), the Bank shall be relieved of all its obligations under this Agreement, except that the Bank shall pay to the Executive, or his estate in the event of his subsequent death, the Executive’s Base Salary under Section 3(a) through the date on which such termination shall have occurred and the Living Allowance that the Executive would be entitled to under Section 3(d), reduced during such period by the amount of any benefits received by the Executive under any disability policy maintained by the Bank and any death benefits payable under the benefit plans then maintained by the Bank. All such payments to the Executive or his estate shall be made in the same manner as other payroll obligations of the Bank.

(c) Discharge for Cause. At any time during the Term of Employment, the Bank may discharge the Executive for Cause and terminate this Agreement by delivering to the Executive a written notice of discharge. The notice of discharge shall set forth the reasons for the Executive’s termination for Cause. For purposes of this Agreement, “Cause” shall be defined as the occurrence of any of the following events:

(i) The determination by the Board of Directors that the Executive has committed an act or acts constituting (A) a felony, (B) a breach of fiduciary duty, or (C) fraud;

(ii) The determination by the Board of Directors that (A) the Executive has failed to follow the policies adopted by the Board of Directors or the board of directors of the Holding Company, other than technical or immaterial failures; (B) the Executive has failed to meet the duties and responsibilities inherent in Section 2 of this Agreement, other than technical or immaterial failures; or (C) the Executive has engaged in such intentional or reckless or negligent actions or omissions that would constitute unsafe or unsound banking practices.;

(iii) The determination by the Board of Directors that the Executive has committed a breach or violation of this Agreement;

(iv) The determination by the Board of Directors that the Executive has engaged in misconduct, whether or not in the course and scope of his employment with the Bank, which shall be defined to mean indecency, dishonesty, unlawful harassment or discrimination, or use of illegal drugs; or

(v) In the event the Executive is prohibited from engaging in the business of banking by any governmental regulatory agency having jurisdiction over the Bank or is removed from any office of the Bank by or upon the order of any such agency.

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For purposes of this Agreement, the Executive shall not be deemed to be in breach of this Agreement for his failure to substantially perform his duties under this Agreement where such failure results because the Executive has become disabled within the meaning of Section 6(b). In such a case, termination of the Executive shall be governed by the provisions of Section 6(b).

(d) Discharge Without Cause. At any time during the Term of Employment, the Bank shall be entitled to terminate the Executive’s employment and this Agreement “Without Cause,” by providing him with at least thirty (30) days prior written notice of termination. Any termination of this Agreement which is not for Cause, as defined above in Section 6(c), or which does not result from the death or disability of the Executive, as set forth in Sections 6(a) or 6(b), respectively, shall be deemed to be a termination Without Cause. In the event of a termination Without Cause, the Bank shall become obligated to pay the Executive the severance payment set forth in Section 4(b).

(e) Additional Effects of Termination. Upon notice of termination of employment or termination, whichever is earlier, the Executive shall, automatically and without further action by any party, be deemed to have resigned from all directorships with the Bank, the Holding Company, and any of their respective subsidiaries and affiliates. Upon termination of employment, the Executive shall, automatically and without further action by any party, be deemed to have resigned from all offices and other capacities with the Bank and any of its subsidiaries and affiliates. The Executive agrees to provide any documentation confirming such resignations to the Bank immediately upon request.

7. Resignation by the Executive. Subject to the provisions of Section 10 of this Agreement, the Executive shall be entitled to terminate this Agreement by providing the Bank with a written notice of resignation at least sixty (60) days prior to the intended effective resignation date (the “Effective Date”). In lieu of having the Executive work for the Bank through the Effective Date, the Bank may terminate this Agreement immediately. Upon the Effective Date, the Executive shall be entitled to receive any Base Salary, which has been earned by him through the Effective Date or in the event of an earlier termination by the Bank, the Executive shall be entitled to receive any Base Salary, which he would have earned had he worked through the Effective Date. Additionally, upon the Effective Date of the Executive’s resignation, the Executive shall be entitled to receive any other compensation or benefits of any kind accrued through the Effective Date, or in the event of an earlier termination by the Bank, the Executive shall be entitled to receive any other compensation or benefits of any kind that would have accrued through the Effective Date.

8. Non-Disclosure and Confidentiality.

(a) The Executive acknowledges that, by the nature of his duties, he will or may have access to and become informed of confidential, proprietary, and highly sensitive information relating to the Bank and the Holding Company and which is a competitive asset of the Bank or the Holding Company and contains trade secrets of the Bank or the Holding Company, the

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wrongful use or disclosure of which would constitute unfair competition, including, without limitation, information pertaining to: (i) the identities of the Bank’s existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of the Bank’s existing and prospective customers or clients; (iii) financial information about the Bank and the Holding Company; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, the Bank’s employees; (vi) the identities of and pricing information about the Bank’s suppliers and vendors; (vii) training programs developed by the Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) the Bank’s and the Holding Company’s financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of the Bank and its suppliers and vendors; and (xiv) computer programs and software developed by the Bank or its consultants (“Proprietary Information”).

(b) The term Proprietary Information does not include information or know-how which: (i) is in the Executive’s possession prior to its disclosure to him by the Bank or the Holding Company (as shown by competent written evidence in the Executive’s files and records immediately prior to the time of disclosure); (ii) is available to the general public other than through any inaction or action (whether or not wrongful) on the Executive’s part; or (iii) is approved for release by written authorization of the Bank.

(c) The Executive agrees not to: (i) use, at any time, any Proprietary Information for his own benefit or for the benefit of another; or (ii) disclose, directly or indirectly, any Proprietary Information to any person who is not a current employee of the Bank or the Holding Company with a need to know of such Proprietary Information in the performance of his or her duties, at any time prior or subsequent to the termination of his employment with the Bank, except as such disclosure may be required by law. The Executive further agrees not to make copies of any Proprietary Information, except in the performance of the duties assigned to him in this Agreement.

9. Return of Bank Property. The Executive acknowledges that all memoranda, notes, records, reports, manuals, books, papers, letters, client and customer lists, contracts, software programs, information and records, drafts of instructions, guides and manuals, and other documentation (whether in draft or final form), and other sales or financial information and aids relating to the Bank’s or the Holding Company’s business, and any and all other documents containing Proprietary Information furnished to the Executive by any representative of the Bank or Holding Company or otherwise acquired or developed by the Executive in connection with his association with the Bank and Holding Company (collectively, “Recipient Materials”) shall at all times be the property of the Bank or the Holding Company, as appropriate. Within twenty-four (24) hours of the termination of his employment with the Bank, the Executive shall return to the Bank any Recipient Materials which are in his possession, custody or control.

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10. Non-Competition.

(a) The Executive acknowledges that the special relationship of trust and confidence between him, the Bank, and its clients and customers creates a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such misappropriation. The Executive further acknowledges that, at the outset of his employment with the Bank and/or throughout his employment with the Bank, the Executive will be provided with access to and informed of the Bank’s and the Holding Company’s Proprietary Information, which will enable him to benefit from the Bank’s and Holding Company’s goodwill and know-how.

(b) The Executive acknowledges that it would be inevitable in the performance of his duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with the Bank or Holding Company, or which intends to or may compete with the Bank or Holding Company, to disclose and/or use the Bank’s and Holding Company’s Proprietary Information, as well as to misappropriate the Bank’s and Holding Company’s goodwill and know-how, to or for the benefit of such other person, association, entity, or company. The Executive also acknowledges that, in exchange for the execution of the non-solicitation restriction set forth in this Section 10, he has received substantial, valuable consideration. The Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth in this Section 10.

(c) Ancillary to the enforceable promises set forth in this Agreement, as well as to protect the vital interests described in this Section 10, the Executive agrees that during the Term of Employment (the “Non-Compete Period”), the Executive will not, subject to the exceptions set forth in Exhibit A, without the prior written consent of the Bank’s full Board of Directors, directly or indirectly, alone or for his own account, or as owner, partner, investor, member, trustee, officer, director, shareholder, employee, consultant, distributor, advisor, representative or agent of any partnership, joint venture, corporation, trust, or other business organization or entity,

(i) solicit the banking business of any current customers of the Bank;

(ii) acquire, charter, operate or enter into any franchise or other management agreement with any financial institution;

(iii) serve as an officer, director, employee, agent or consultant to any financial institution; or

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(iv) establish or operate a branch or other office of a financial institution;

for purposes of clauses (ii), (iii) and (iv) above, such limitation shall apply to any financial institution that has a main office, branch or loan production office within a one hundred (100) mile radius of the main office of the Bank.

11. Non-Solicitation of Employees. The Executive agrees that, as part of his employment with the Bank, he will become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank’s employees. The Executive agrees to maintain the confidentiality of such information. He further covenants and agrees that, for a period of two (2) years subsequent to the termination of his employment with the Bank, whether such termination occurs at the insistence of himself or the Bank, he shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any other employees of the Bank, nor shall he contact or communicate with any other employees of the Bank for the purpose of inducing other employees to terminate their employment with the Bank. For purposes of this covenant, “other employees” shall refer to employees who were employed by, or doing business with, the Bank at the date of termination, or within twelve months after that date.

12. Independent Covenants. The Executive acknowledges that the covenants set forth in Sections 8, 10 and 11 are material conditions to the Bank’s willingness to execute and deliver this Agreement and to provide the Executive the compensation and benefits and other consideration provided hereunder. The Parties agree that the existence of any claim or cause of action of the Executive against the Bank or the Holding Company, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Bank or Holding Company of such covenants. The covenants contained in Sections 8, 10 and 11 will not be affected by any breach of any other provision hereof by any Party hereto. In addition, the Executive’s obligations under Sections 8, 10 and 11 shall survive the termination of this Agreement and the Executive’s employment with the Bank. The Executive’s obligations under Sections 8, 10 and 11 are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which he may have to the Bank or Holding Company under general legal or equitable principles, or other Bank or Holding Company policies.

13. Venue. Venue for resolution of any disputes related to this Agreement shall only be proper in a court located in San Diego County.

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14. Notices. All notices, requests, consents and other communications to be given or delivered hereunder or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been properly served if (a) delivered personally, (b) delivered by a recognized overnight courier service, (c) sent by certified or registered mail, return receipt requested and first class postage prepaid, or (d) sent by facsimile transmission followed by a confirmation copy delivered by recognized overnight courier service the next day. Such notices, requests, consents and other communications shall be sent to the respective Parties as follows:

If to the Bank:

Gateway Pacific Bank

______________________________

National City, California _________

Attention: Alex Carolino, Sr., Chairman of the Board

If to the Executive:

Garry Barnes

______________________________

__________, California ________

Any Party hereto may designate a different address by providing written notice of such new address to the other Parties. Date of service of such notice shall be (i) the date such notice is personally delivered or sent by facsimile transmission (with issuance by the transmitting machine of a confirmation of a successful transmission), (ii) three business days after the date of mailing if sent by certified or registered mail or (iii) one business day after the date of delivery to the overnight courier if sent by overnight courier.

15. Severability. The Parties acknowledge that each covenant and/or provision of this Agreement shall be enforceable independently of every other covenant and/or provision. Furthermore, the Executive and the Bank acknowledge that, in the event any covenant and/or provision of this Agreement is determined to be unenforceable for any reason, the remaining covenants and/or provisions will remain effective, binding and enforceable.

16. Complete Agreement; Modification. The Parties acknowledge and agree that this Agreement constitutes the complete and entire agreement between the Parties; that each executed this Agreement based upon the express terms and provisions set forth herein; that, in accepting employment with the Bank, the Executive has not relied on any representations, oral or written, which are not set forth in this Agreement; that no previous agreement, either oral or written, shall have any effect on the terms or provisions of this Agreement; and that all previous agreements, either oral or written, are expressly superseded and revoked by this Agreement. The provisions hereof may not be altered, amended, modified, waived, or discharged in any way whatsoever, except by written agreement executed by the Executive and the Bank, and in the case of the Bank any such action may only be executed by the chairman of the board. No waiver shall be deemed a continuing waiver or a waiver of any subsequent breach or default, either of a similar or different nature, unless expressly so stated in writing.

17. Governing Law. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the laws of the State of California, without giving effect to the provisions thereof regarding conflict of laws.

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18. Counterparts. This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

19. Prior Agreements. The Executive represents that his service as an employee of the Bank and service to the Holding Company will not violate any agreement or obligation of the Executive. The Executive further represents that he has not previously, and will not in the future, disclose to the Bank or the Holding Company any proprietary information or trade secrets belonging to any previous employer, principal or third party to which he provided consulting or other services. The Executive acknowledges that the Bank has instructed him not to disclose to it any proprietary information or trade secrets belonging to any previous employer, principal or third party to which he provided consulting services.

20. Voluntary Agreement. The Parties acknowledge that each has carefully read this agreement, that each has had an opportunity to consult with his or its attorney concerning the meaning, import and legal significance of this Agreement, that each understands its terms, that all understandings and agreements between the Executive and the Bank relating to the subjects covered in this Agreement are contained in it, and that each has entered into the Agreement voluntarily and not in reliance on any promises or representations by the other than those contained in this Agreement.

21. Restrictions Upon Funding. The Bank shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Agreement. The Executive or any successor-in-interest to the Executive shall be and remain simply a general creditor of the Bank in the same manner as any other creditor having a general unsecured claim. For purposes of the Code, the Bank intends this Agreement to be an unfunded, unsecured promise to pay on the part of the Bank. For purposes of Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Bank intends that this Agreement not be subject to ERISA. If it is deemed subject to ERISA, it is intended to be an unfunded arrangement for the benefit of a select member of management, who is a highly compensated employee of the Bank for the purpose of qualifying this Agreement for the “top hat” plan exception under sections 201(2), 301(a)(3) and 401(a)(l) of ERISA. At no time shall the Executive have or be deemed to have any lien nor right, title or interest in or to any specific investment or to any assets of the Bank. If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of the Executive, the Executive shall assist the Bank by freely submitting to a physical examination and supplying such additional information necessary to obtain such insurance or annuities.

22. Assignment, Parties, Third Party Beneficiaries. The Executive’s obligations under this Agreement are personal in nature and may not be assigned by the Executive, this Agreement being entered into in reliance upon and in consideration of the personal skill and qualifications of the Executive. Any attempted assignment or transfer by the Executive of his obligations hereunder shall be void. This Agreement is binding upon the Parties and their permitted successors and assigns, and conveys no rights to any other third party except that the Holding Company shall be a third party beneficiary of this Agreement.

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23. Drafting Ambiguities. Each Party has or has had an opportunity to consult legal counsel, and each Party (or its legal counsel) has reviewed and revised this Agreement. The rule of construction that ambiguities are to be resolved against the drafting Party or in favor of the Party receiving a particular benefit under an agreement may not be employed in the interpretation of this Agreement or any amendment to this Agreement.

24. Interpretation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision in this Agreement. Each use herein of the masculine, neuter or feminine gender shall be deemed to include the other genders. Each use herein of the plural shall include the singular and vice versa, in each case as the context requires or as is otherwise appropriate. The word “or” is used in the inclusive sense. Any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent. References to a person are also to its permitted successors or assigns.

25. Survival. The definitions in this Agreement, and the rights and obligations contained in Sections 4, 6, and 8-25, shall survive any termination of employment and termination or expiration of this Agreement.

[Remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above, to be effective as of the Effective Date.

EXECUTIVE:  Signature:  / s/ Garry Barnes

Printed Name: Garry Barnes

BANK:	Gateway Pacific Bank
	By:	/s/ Alex Carolino, Sr.
	Name:	Alex Carolino, Sr.
	Title:	Chairman of the Board of Directors

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EXHIBIT A

Permitted Activities

EXHIBIT B

Separation Agreement and General Release of Claims

This Separation Agreement and General Release of Claims (this “Agreement”) is entered into by and between __________________________ (“Employee”) and Gateway Pacific Bank, a California corporation (the “Bank”).

RECITALS

A. Employee commenced employment with Bank on or about ___________, 200_. Employee’s employment with the Bank terminated on ___________, _____.

B. Employee and the Bank desire to settle and compromise any and all possible claims against the Bank by Employee arising out of their relationship to date, including Employee’s employment with the Bank and Service to Gateway Pacific Bancorp, the holding company for the Bank, and the termination of Employee’s employment, and to provide for a general release of any and all such claims.

AGREEMENT

1. Separation Pay/Consideration. In consideration of the covenants and releases set forth herein, the Bank agrees to pay Employee the amount payable to him and the non-monetary consideration (if any) due him contingent on Employee’s execution and performance of this Agreement, pursuant to and in accordance with the Employment Agreement dated ___________, 2006, by and between the Bank and Employee (the “Employment Agreement”), less all applicable state and federal deductions (in each case, the “Payment”), $_____ of which shall be consideration for Employee’s release of Age Discrimination in Employment Act of 1967 (“ADEA”) claims as set forth in Section 3, below; provided that no such Payment shall be made until at least eight (8) days have past since Employee’s execution of this Agreement. The check representing the Payment shall be mailed to Employee at his home address at ___________.

2. Release of All Claims Except ADEA Claims.

a. In consideration of the payment and other benefits described in Section 1, which Employee would otherwise not be entitled to except for signing this Agreement, Employee does hereby unconditionally, irrevocably and absolutely release and discharge the Bank and any related holding, parent, sister or subsidiary entities and all of their respective boards of directors, officers, employees, agents, volunteers, attorneys, insurers, divisions, successors and assigns from any and all loss, liability, claims, demands, causes of action or suits of any type, whether in law and/or in equity, related directly or indirectly, or in any way connected with any transaction, affairs or occurrences between them to date, including, but not limited to, Employee’s employment with the Bank and the termination of said employment. This Agreement specifically applies, without limitation, to any and all contract or tort claims, claims for wrongful termination, wage claims, and claims arising under Title VII of the Civil Rights Act of 1991, the Americans with Disabilities Act, the Equal Pay Act, the California Fair Employment and Housing Act, the Fair Labor Standards Act,

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the Family and Medical Leave Act, the California Family Rights Act, the California Labor Code, and any and all federal or state statutes or provisions governing the employment relationship or discrimination in employment except the federal statute specifically excluded hereafter. This release specifically excludes any and all loss, liability, claims, demands, causes of action or suits of any type arising under the ADEA. Employee’s release of ADEA claims will be addressed separately in Section 3 of this Agreement.

b. Employee irrevocably and absolutely agrees that he/she will not prosecute nor allow to be prosecuted on his/her behalf, in any administrative agency, whether federal or state, or in any court, whether federal or state, any claim or demand of any type related to the matters released above, it being the intention of the parties that with the execution by Employee of this release, the Bank and any related holding, parent, sister or subsidiary corporations or entities and all of their respective boards of directors, officers, employees, agents, volunteers, attorneys, insurers, divisions, successors and assigns will be absolutely, unconditionally and forever discharged of and from all obligations to or on behalf of Employee related in any way to the matters discharged herein.

3. Release of All ADEA Claims.

a. This section of the Agreement exclusively addresses Employee’s release of claims arising under federal law involving discrimination on the basis of age in employment (age 40 and above). This section is provided separately, in compliance with federal law, including but not limited to the Older Workers’ Benefit Protection Act of 1990, to ensure that Employee clearly understands his/her rights so that any release of age discrimination claims under federal law (the ADEA) is knowing and voluntary on the part of Employee.

b. Employee represents, acknowledges and agrees that the Bank has advised him/her, in writing, to discuss this Agreement with an attorney, and to the extent, if any, that Employee has desired, Employee has done so; that the Bank has given Employee twenty-one (21) days from receipt of this Agreement to review and consider this Agreement before signing it, and Employee understands that he/she may use as much of this twenty-one (21) day period as he/she wishes prior to signing; that no promise, representation, warranty or agreements not contained herein have been made by or with anyone to cause him/her to sign this Agreement; that he/she has read this Agreement in its entirety, and fully understands and is aware of its meaning, intent, content and legal effect; and that he/she is executing this release voluntarily and free of any duress or coercion.

c. The parties acknowledge that for a period of seven (7) days following the execution of this Agreement, Employee may revoke the Agreement, and the Agreement shall not become effective or enforceable until the revocation period has expired. This Agreement shall become effective eight (8) days after it has been signed by Employee and the Bank, and in the event the parties do not sign on the same date, then this Agreement shall become effective eight (8) days after the date it is signed by Employee.

d. In consideration of the separation payment and other benefits made to Employee described in Section 1 of this Agreement, which Employee would otherwise not be entitled to except for signing this Agreement, Employee does hereby unconditionally, irrevocably and absolutely release and discharge the Bank and any related holding, parent, sister or subsidiary

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entities and all of their respective boards of directors, officers, employees, agents, volunteers, attorneys, insurers, divisions, successors and assigns from any and all loss, liability, claims, demands, causes of action or suits of any type arising under the ADEA and related directly or indirectly to Employee’s employment with the Bank and the termination of said employment.

4. Section 1542 Waiver. Employee does expressly waive all of the benefits and rights granted to him/her pursuant to California Civil Code section 1542, which reads:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OF OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Employee does certify that he/she has read all of this Agreement, including the release provisions contained herein and the quoted Civil Code section, above, and that he/she fully understands all of the same. Employee hereby expressly agrees that this Agreement shall extend and apply to all unknown, unsuspected and unanticipated injuries and damages (including, without limitation, those arising under the ADEA), as well as those injuries and damages that are now disclosed.

5. Confidentiality. Employee agrees that all matters relative to this Agreement, including the negotiations leading up to this Agreement and its terms, shall remain confidential. Accordingly, Employee hereby agrees that, with the exception of his/her spouse, regulatory agencies of the Bank and tax advisors, he/she will not discuss, disclose or reveal to any other persons, entities or organizations, whether within or outside of the Bank, the terms and conditions of this Agreement.

6. Non-Disparagement. Employee agrees that he/she will not disparage the Bank or any of its directors, employees, agents or volunteers or otherwise interfere with the Bank’s business, vendor or other relationships. Employee agrees not to make any derogatory or adverse statements, written or verbal, to anyone regarding the Bank or any of its present or former directors, employees, agents or volunteers. The Bank agrees that neither it nor any of its officers or directors will disparage Employee or make any derogatory or adverse statements, written or verbal, to anyone regarding Employee. Nothing in this Section 6 shall prohibit or relate to any statement by any person to any bank regulatory agency.

7. Entire Agreement. The parties further declare and represent that no promise, inducement or agreement not herein expressed has been made to them and that this Agreement contains the full and entire agreement between and among the parties, and that the terms of this Agreement are contractual and not a mere recital.

8. Future Employment. Employee agrees that the Bank will not be obligated to offer employment to him/her or to hire him/her for any reason, regardless of the circumstances, at any time on or after the date of this Agreement. Employee agrees that he/she will not apply for nor accept any such employment.

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9. Trade Secret/Proprietary Information. Employee hereby reaffirms Employee’s obligations under Employee’s employment agreement with the Bank to which this Agreement relates, which shall remain in effect to the extent provided in the employment agreement. Employee further agrees that Employee shall not disclose to any person(s) or entity(ies) at any time or in any manner, directly or indirectly, any information relating to the operations of the Bank which has not already been disclosed to the general public. Employee agrees that this provision includes, but is not limited to, the following information: proprietary information and/or trade secrets; secret formulae; customer lists and/or names; product and service prices; customer charges; contracts; contract negotiations and employee relations matters. Employee understands and agrees that this list is not all-inclusive.

10. Return of Company Property. Employee agrees to promptly return all property or information belonging to the Bank, including all keys, computers, cellular telephones, and any document or property Employee generated during Employee’s employment at the Bank, and agrees that no such property will be in Employee’s possession or control at the time Employee receives the consideration specified in Section 1. This includes all property or information that may have come into Employee’s possession as a result of Employee’s employment with the Bank. Employee further acknowledges that he/she has not retained any copies of any such information.

11. Applicable Law. The validity, interpretation, and performance of this Agreement shall be construed and interpreted according to the laws of the State of California.

12. Venue. Venue for resolution of any disputes related to this Agreement shall only be proper in a court located in San Diego County.

13. Complete Defense. This Agreement may be pleaded as a full and complete defense against any action, suit or proceeding which may be prosecuted, instituted or attempted by either party in breach thereof.

14. Severability. If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions, and parts thereof, of this Agreement are declared to be severable.

15. No Admission of Liability. It is understood that this Agreement is not an admission of any liability by the Bank or Employee.

16. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

17. Counterparts. This Agreement may be signed in counterparts. A facsimile signature shall have the same force and effect as an original signature.

Employee and the Bank have read the foregoing Agreement and know its contents and fully understand it. Employee and the Bank acknowledge that they have fully discussed this Agreement with their respective attorneys to the extent desired, or have had the opportunity to do so, and fully understand the consequences of this Agreement. No party is being influenced by any statement made

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by or on behalf of any of the other party to this Agreement. Employee and the Bank have relied and are relying solely upon his/her or its own judgment, belief and knowledge of the nature, extent, effect and consequences relating to this Agreement and/or upon the advice of their own legal counsel concerning the consequences of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the dates shown below.

Dated:
	Employee: Garry Barnes
	Gateway Pacific Bank
Dated:	By:
	Name:
	Its:

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EX-10.5

Exhibit 10.5

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (the “Agreement”) is entered into as of the 20th day of November, 2006, by and between VENTURE ONE HOLDINGS, INC. (the “Company”), a corporation organized under the laws of the State of California, and Garry Barnes, an adult individual residing in the State of Utah (the “Consultant”).

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 formation of a proposed new bank (the “Bank”), upon the terms and conditions hereinafter set forth.

2. Term. The term of this Agreement shall be effective as of November 20, 2006, and shall terminate on the earlier of (i) December 31, 2007; (ii) the date on which the Bank opens for business following the receipt of (and satisfaction of all conditions to opening for business under) its authorization to commence its banking business from the appropriate chartering authority (“Certificate of Authority”) and approval of its application for deposit insurance from the Federal Deposit Insurance Corporation (“FDIC”); (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 Company gives written notice to the Consultant that it is terminating this Agreement “for cause” as hereafter defined; (v) the death of the Consultant; (vi) the Company determines, after consultations with its advisors, that the Consultant is not likely to be accepted by the relevant bank regulatory authorities as a candidate to be President of the Bank; (vii) the Company notifies the Consultant that his services are terminated in the sole discretion of the Company; or (viii) the Consultant resigns from or otherwise terminates his consultancy under this Agreement. As used herein, “for cause” shall mean receipt by the Company of any notification from any banking authority relevant to the planned formation of the Bank, which may include without limitation, the FDIC, the Office of the Comptroller of the Currency (“OCC”), or the California Department of Financial Institutions (“DFI”) depending on the type of charter applied for, indicating that the Consultant would not be an acceptable candidate to be President of the Bank, or the Consultant’s: (a) conviction of a felony; (b) breach of fiduciary duty; (c) fraud; (d) dishonesty; (e) use of illegal drugs; or (f) breach of a material term of this Agreement.

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 Twelve Thousand Two-Hundred Ninety One Dollars and Sixty-Eight Cents ($12,291.68) per month (prorated for any partial month), which shall be paid in arrears in two installments of Six Thousand One Hundred Forty Five Dollars and Eighty-Four ($6,145.84) each on the 15^th and 30^th day of each calendar month.

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(b) Bonus. Within five (5) business days after signing this Agreement the Company shall pay the Consultant a bonus equal to Five Thousand Dollars ($5,000) (“Initial Bonus”).

(c) Medical Benefits. The Company shall reimburse the Consultant, not less frequently than monthly, upon presentment of appropriate documentation the amount paid by the Consultant to continue, without interruption, family medical benefits coverage under COBRA in an amount not to exceed Eight Hundred Dollars ($800.00) per month during the term of this Agreement.

(d) Vehicle Allowance. During the term of this Agreement, the Company shall also pay the Consultant a vehicle allowance of Five Hundred Dollars ($500.00) per month.

(e) Living Allowance . During the term of this Agreement, the Company agrees to pay the Consultant Two Thousand Dollars ($2,000) per month during the first twelve (12) months following the effective date of this Agreement and One Thousand Dollars ($1,000) per month during the subsequent six (6) months (“Living Allowance”), for a maximum total of eighteen (18) months, but only to the extent the term of this Agreement survives the entire eighteen (18) month period.

(f) Deductions. All such compensation shall be payable without deduction for federal income, social security, or state income taxes or any other amounts. the Consultant acknowledges and agrees that the Company shall not withhold any taxes from such compensation, except as required by law. Accordingly, the Consultant shall be solely responsible for all income taxes arising out of the payment of such compensation, and the Consultant shall indemnify the Company against any and all taxes, assessments and penalties arising out of the payment of such compensation.

(g) Severance. If this Agreement is terminated by the Consultant, by the Company “for cause,” or if this Agreement terminates under Section 2(i), (ii), or (v), the Consultant shall be entitled to no further compensation of any kind under this Agreement. If this Agreement shall be terminated by the Company for any reason other than “for cause” and without the employment agreement referenced in Section 10 hereof becoming effective, the Consultant will be entitled to receive:

(i) a lump sum payment, payable within thirty (30) days from the date of termination, of $73,750.08, provided that such amount shall be reduced if the date six (6) months from the date of termination is after December 31, 2007, by an amount equal to (A) the number of full and prorated months after December 31, 2007 contained in such six (6) month period, multiplied by (B) Twelve Thousand Two-Hundred Ninety One Dollars and Sixty-Eight Cents ($12,291.68); and

(ii) the Living Allowance otherwise payable for the remainder of the term of any lease agreement binding on the Consultant for the Consultant’s principal residence in San Diego County, (A) to the extent the Consultant is obligated to pay at least an equal amount during such period, up to a maximum of twelve (12) months, (B) provided that if after the end of six (6) months from the date of termination or at any time thereafter, the Consultant is employed or providing consulting

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services on at least a half-time basis to any other person or entity and during such time is residing in San Diego County, the payment of the Living Allowance shall cease, and (C) further provided that payments of the Living Allowance shall continue no longer than until and for the period ended December 31, 2007.

4. Duties. The Consultant shall render services conscientiously and shall devote his full time, attention, efforts and abilities in furtherance of the organizational and business activities of the Company and the Bank, including without limitation obtaining regulatory approvals, site acquisition and development activities, personnel matters and capital raising activities, and such other tasks and responsibilities that are consistent with that of a the Consultant engaged to assist in the formation or acquisition of a proposed bank, as the Company’s board of directors/organizers or a committee thereof shall assign from time to time. These services shall be performed 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 or a committee thereof. The Company will supply the Consultant with an office, Company-owned computer, and such other supplies and materials as the Company deems reasonably necessary for the Consultant to comply with his duties under this Section 4. The Consultant may not, without the prior written consent of the Company, render services directly or indirectly, of a business or commercial nature, to any other person or organization during the term of this Agreement, except for (i) services that the Consultant advises the Company of in advance and the Company consents to, and (ii) public speaking, writing and bank consulting activities consistent with the Consultant’s past activities and as to which the Consultant has prepared a brief written summary delivered separately to the Company contemporaneously with the execution of this Agreement, provided such activities do not interfere with the Consultant’s performance of his duties under this Agreement (collectively, the “Outside Activities”).

5. Expenses. The Consultant shall be reimbursed by the Company for all reasonable business expenses paid by the Consultant during the performance of his services hereunder; provided however, that any such reimbursement of any single expenditure in excess of One Thousand Dollars ($1,000.00) or of an aggregate amount in excess of Two Thousand Five Hundred Dollars ($2,500.00) in any month shall require the prior written approval of the Company’s board of directors, a committee thereof or the chairman of the board or his designee. The Company’s obligation to reimburse the Consultant pursuant to this section shall be subject to the presentation to the Company’s board of directors, a committee thereof, or the chairman or his designee 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 the Consultant is acting as an independent contractor in performing services hereunder. The Company shall have no obligation to carry worker’s compensation insurance or any health or accident insurance to cover the Consultant. The Company shall have no obligation to pay any contributions to social security, unemployment insurance, federal or state withholding taxes, nor to provide any other contributions or benefits which might be expected in an employer-employee relationship.

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7. Covenant Not to Compete. The Consultant hereby acknowledges and recognizes the highly competitive nature of the Bank’s business and accordingly agrees that, during and for the period commencing with the date hereof and ending on the termination of this Agreement, and subject to the Consultants rights to conduct the Outside Activities permitted under Section 4, the Consultant will not directly or indirectly:

(a) engage in any business activity related to the business of banking or financial services, or the formation of any entity for the purpose of engaging in such a business (other than on behalf of the Company to the extent that the Consultant is then in the employ of or consulting for the Company), whether such engagement is as an officer, director, proprietor, employee, partner, member, investor (other than as a passive investor in less than one percent (1%) of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or other participant in another business,

(b) assist others in engaging in any of the business activities prohibited to the Consultant under clause (a) above, or

(c) induce employees or consultants of the Company or any proposed employees or consultants of the Bank to engage in any activities hereby prohibited to the Consultant or to terminate their employment or consulting services (prospective or otherwise).

8. No Disclosure of Confidential Information. The Consultant acknowledges that the Company’s trade secrets and private processes, as they may exist from time to time, and confidential information concerning the formation and development of the Bank, the Bank’s planned products, technical information regarding the Bank, and data concerning potential customers of and investors in the Bank are valuable, special, and unique assets to which the Company and the Bank have an interest, access to and knowledge of which assets are essential to the performance of the Consultant’s duties under this Agreement. In light of the highly competitive nature of the industry in which the business of the Company and the Bank is conducted, the Consultant further agrees that all knowledge and information described in the preceding sentence not in the public domain and heretofore or in the future obtained by the Consultant as a result of his engagement by the Company shall be considered confidential information. In recognition of this fact, the Consultant agrees that the Consultant will not, during or after the term of this Agreement or thereafter, disclose any of such secrets, processes, or information to any person or other entity for any reason or purpose whatsoever, except as necessary in the performance of the Consultant’s duties as a consultant to the Company and then only upon such person or entity entering into a written confidentiality agreement in such form and content as requested by the Company from time to time, nor shall the Consultant make use of any of such secrets, processes or information for the Consultant’s own purposes or for the benefit of any person or other entity (except the Company and its subsidiaries, if any) under any circumstances during or after the term of this Agreement.

9. Return of Property. The Consultant acknowledges that all memoranda, notes, records, reports, manuals, books, papers, letters, client and customer lists, contracts, software programs, information and records, drafts of instructions, guides and manuals, and other documentation (whether in draft or final form), and other sales or financial information and aids relating to the Company’s or the Bank’s business, and any and all other documents containing confidential information furnished to the Consultant by any representative of the Company or otherwise acquired or developed by the Consultant in connection with his duties under this Agreement (collectively, “Recipient Materials”) shall at all times be the property of the Company or the Bank, as applicable. Within three calendar days of the termination of this Agreement, the Consultant shall return to the Company or the Bank, as applicable, any Recipient Materials that are in his possession, custody or control.

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10. Employment Agreement. Provided this Agreement is not previously terminated, the Consultant agrees to enter into an employment agreement with the Bank in form satisfactory to the Consultant and the Bank in their reasonable discretion, subject to the review, modification and approval of the Bank’s primary regulators, which employment agreement shall be effective as of the date on which the Bank opens for business, subject to and following the receipt of (and satisfaction of all conditions to opening for business under) its Certificate of Authority and approval of its application for deposit insurance from the FDIC. Notwithstanding anything herein to the contrary, until such employment agreement is approved by the appropriate government regulators, and such employment agreement is duly executed by the Bank and the Consultant, the employment agreement shall be of no force and effect.

11. Assignment. The Consultant’s obligations under this Agreement are personal in nature and may not be assigned by the Consultant, this Agreement being entered into in reliance upon and in consideration of the personal skill and qualifications of the Consultant. Any attempted assignment or transfer by the Consultant of his obligations hereunder shall be void.

12. Notice. All notices and other communications required or permitted to be given or delivered hereunder or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been properly given if (a) delivered personally, (b) delivered by a recognized overnight courier service, (c) sent by United States mail, or (d) sent by facsimile transmission followed by a confirmation copy delivered by recognized overnight courier service the next day. Such notices, requests, consents and other communications shall be sent to the respective parties as follows (or at such other address for a party as shall be specified by like notice to the other party):

If to the Company:

Venture One Holdings, Inc.

3035 8^th Street

National City, California 91950

Attention: Chairman of the Board

If to the Consultant:

Garry Barnes

8385 South 3375 East

Salt Lake City, UT 84121

Any party hereto may designate a different address by providing written notice of such new address to the other parties. Date of service of such notice shall be (i) the date such notice is personally delivered or sent by facsimile transmission (with issuance by the transmitting machine of a confirmation of a successful transmission), (ii) three business days after the date of mailing if sent by certified or registered mail or (iii) one business day after the date of delivery to the overnight courier if sent by overnight courier.

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13. Waiver of Breach. The waiver by either party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

14. Complete Agreement; Modification. The parties acknowledge and agree that this Agreement constitutes the complete and entire agreement between the parties; that each executed this Agreement based upon the express terms and provisions set forth herein; that, in entering into this consulting arrangement with the Company, the Consultant has not relied on any representations, oral or written, which are not set forth in this Agreement; that no previous agreement, either oral or written, shall have any effect on the terms or provisions of this Agreement; and that all previous agreements, either oral or written, are expressly superseded and revoked by this Agreement. The provisions hereof may not be altered, amended, modified, waived, or discharged in any way whatsoever, except by written agreement executed by the Consultant and the Company. No waiver shall be deemed a continuing waiver or a waiver of any subsequent breach or default, either of a similar or different nature, unless expressly so stated in writing.

15. Prior Agreements. The Consultant represents and warrants that his service as a consultant to the Company and his future service to the Bank, as third party beneficiary of this provision, will not violate any agreement or obligation of the Consultant. The Consultant further represents that he has not previously, and will not in the future, disclose to the Company or the Bank any proprietary information or trade secrets belonging to any previous employer, principal or third party to which he provided consulting or other services. The Consultant acknowledges that the Company has instructed him not to disclose to it or the Bank any proprietary information or trade secrets belonging to any previous employer, principal or third party to which he provided consulting services.

16. Voluntary Agreement. The parties acknowledge that each has carefully read this agreement, that each has had an opportunity to consult with his or its attorney concerning the meaning, import and legal significance of this Agreement, that each understands its terms, that all understandings and agreements between the Consultant and the Company relating to the subjects covered in this Agreement are contained in it, and that each has entered into the Agreement voluntarily and not in reliance on any promises or representations by the other than those contained in this Agreement.

17. Successors, Binding Agreement. Subject to the restrictions on assignment contained herein, this Agreement shall inure to the benefit, and be enforceable by, the parties and their respective successors and assigns.

18. Severability. The parties acknowledge that each covenant and/or provision of this Agreement shall be enforceable independently of every other covenant and/or provision. Furthermore, the Consultant and the Company acknowledge that, in the event any covenant and/or provision of this Agreement is determined to be unenforceable for any reason, the remaining covenants and/or provisions will remain effective, binding and enforceable.

19. Governing Law and Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the laws of the State of California, without giving effect to provision thereof regarding conflict of laws. Venue for resolution of any dispute under this Agreement shall only be proper in a court located in San Diego County.

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20. Survival. Upon termination of this Agreement, all obligations and rights of the parties under this Agreement shall cease except for those set forth in Sections 3(g), 8, 9, 10, 12 through 15, and 18 through 23, which shall survive indefinitely.

21. Interpretation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision in this Agreement. Each use herein of the masculine, neuter or feminine gender shall be deemed to include the other genders. Each use herein of the plural shall include the singular and vice versa, in each case as the context requires or as is otherwise appropriate. The word “or” is used in the inclusive sense. Any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent. References to a person are also to its permitted successors or assigns.

22. Drafting Ambiguities. Each party has or has had an opportunity to consult legal counsel, and each party (or its legal counsel) has reviewed and revised this Agreement. The rule of construction that ambiguities are to be resolved against the drafting party or in favor of the party receiving a particular benefit under an agreement may not be employed in the interpretation of this Agreement or any amendment to this Agreement.

23. Counterparts. This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature page follows]

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[Signature page to Consulting Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

THE CONSULTANT
Signature:	/s/ Garry Barnes
Printed Name:	Garry Barnes

VENTURE ONE HOLDINGS, INC.
By:	/s/ Alex C. Carolino
Name:	Alex C. Carolino
Title:	President

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EX-10.7

Exhibit 10.7

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (the “Agreement”) is entered into as of the 1st day of October, 2007, by and between VENTURE ONE HOLDINGS, INC. (the “Company”), a corporation organized under the laws of the State of California, and Chris Renko, an adult individual residing in the State of California (the “Consultant”).

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 formation of a proposed new bank (the “Bank”), upon the terms and conditions hereinafter set forth.

2. Term. The term of this Agreement shall be effective as of October 1, 2007, and shall terminate on the earlier of (i) March 31, 2008; (ii) the date on which the Bank opens for business following the receipt of (and satisfaction of all conditions to opening for business under) its authorization to commence its banking business from the appropriate chartering authority (“Certificate of Authority”) and approval of its application for deposit insurance from the Federal Deposit Insurance Corporation (“FDIC”); (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 Company gives written notice to the Consultant that it is terminating this Agreement “for cause” as hereafter defined; (v) the death of the Consultant; (vi) the Company determines, after consultations with its advisors, that the Consultant is not likely to be accepted by the relevant bank regulatory authorities as a candidate to be Chief Credit Officer of the Bank; (vii) the Company notifies the Consultant that his services are terminated in the sole discretion of the Company; or (viii) the Consultant resigns from or otherwise terminates his consultancy under this Agreement. As used herein, “for cause” shall mean receipt by the Company of any notification from any banking authority relevant to the planned formation of the Bank, which may include without limitation, the FDIC, the Office of the Comptroller of the Currency (“OCC”), or the California Department of Financial Institutions (“DFI”) depending on the type of charter applied for, indicating that the Consultant would not be an acceptable candidate to be Chief Credit Officer of the Bank, or the Consultant’s: (a) conviction of a felony; (b) breach of fiduciary duty; (c) fraud; (d) dishonesty; (e) use of illegal drugs; or (f) breach of a material term of this Agreement.

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 Ten Thousand Dollars ($10,000.00) per month (prorated for any partial month), which shall be paid in arrears in two installments of Five Thousand Dollars ($5,000.00) 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. the Consultant acknowledges and agrees that the Company shall not withhold any taxes from such compensation, except as required by law. Accordingly, the Consultant shall be solely responsible for all income taxes arising out of the payment of such compensation, and the Consultant shall indemnify the Company against any and all taxes, assessments and penalties arising out of the payment of such compensation.

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(c) Severance. If this Agreement is terminated the Consultant shall be entitled to no further compensation of any kind under this Agreement.

4. Duties. The Consultant shall render services conscientiously and shall devote his full time, attention, efforts and abilities in furtherance of the organizational and business activities of the Company and the Bank, including without limitation obtaining regulatory approvals, site acquisition and development activities, personnel matters and capital raising activities, and such other tasks and responsibilities that are consistent with that of a the Consultant engaged to assist in the formation or acquisition of a proposed bank, as the Company’s board of directors/organizers or a committee thereof, or the proposed CEO of the Bank shall assign from time to time. These services shall be performed 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 or a committee thereof. The Consultant may not, without the prior written consent of the Company, render services directly or indirectly, of a business or commercial nature, to any other person or organization during the term of this Agreement.

5. Expenses. The Consultant shall be reimbursed by the Company for all reasonable business expenses paid by the Consultant during the performance of his services hereunder; provided however, that any such reimbursement shall require the prior written approval of the Company’s board of directors, a committee thereof, the chairman of the board or his designee or the proposed CEO of the Bank. The Company’s obligation to reimburse the Consultant pursuant to this section shall be subject to the presentation to the Company’s board of directors, a committee thereof, the chairman or his designee, or the proposed CEO of the Bank, 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 the Consultant is acting as an independent contractor in performing services hereunder. The Company shall have no obligation to carry worker’s compensation insurance or any health or accident insurance to cover the Consultant. The Company shall have no obligation to pay any contributions to social security, unemployment insurance, federal or state withholding taxes, nor to provide any other contributions or benefits which might be expected in an employer-employee relationship.

7. Covenant Not to Compete. The Consultant hereby acknowledges and recognizes the highly competitive nature of the Bank’s business and accordingly agrees that, during and for the period commencing with the date hereof and ending on the termination of this Agreement the Consultant will not directly or indirectly:

(a) engage in any business activity related to the business of banking or financial services, or the formation of any entity for the purpose of engaging in such a business (other than on behalf of the Company to the extent that the Consultant is then in the employ of or consulting for the Company), whether such engagement is as an officer, director, proprietor, employee, partner, member, investor (other than as a passive investor in less than one percent (1%) of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or other participant in another business,

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(b) assist others in engaging in any of the business activities prohibited to the Consultant under clause (a) above, or

(c) induce employees or consultants of the Company or any proposed employees or consultants of the Bank to engage in any activities hereby prohibited to the Consultant or to terminate their employment or consulting services (prospective or otherwise).

8. No Disclosure of Confidential Information. The Consultant acknowledges that the Company’s trade secrets and private processes, as they may exist from time to time, and confidential information concerning the formation and development of the Bank, the Bank’s planned products, technical information regarding the Bank, and data concerning potential customers of and investors in the Bank are valuable, special, and unique assets to which the Company and the Bank have an interest, access to and knowledge of which assets are essential to the performance of the Consultant’s duties under this Agreement. In light of the highly competitive nature of the industry in which the business of the Company and the Bank is conducted, the Consultant further agrees that all knowledge and information described in the preceding sentence not in the public domain and heretofore or in the future obtained by the Consultant as a result of his engagement by the Company shall be considered confidential information. In recognition of this fact, the Consultant agrees that the Consultant will not, during or after the term of this Agreement or thereafter, disclose any of such secrets, processes, or information to any person or other entity for any reason or purpose whatsoever, except as necessary in the performance of the Consultant’s duties as a consultant to the Company and then only upon such person or entity entering into a written confidentiality agreement in such form and content as requested by the Company from time to time, nor shall the Consultant make use of any of such secrets, processes or information for the Consultant’s own purposes or for the benefit of any person or other entity (except the Company and its subsidiaries, if any) under any circumstances during or after the term of this Agreement.

9. Return of Property. The Consultant acknowledges that all memoranda, notes, records, reports, manuals, books, papers, letters, client and customer lists, contracts, software programs, information and records, drafts of instructions, guides and manuals, and other documentation (whether in draft or final form), and other sales or financial information and aids relating to the Company’s or the Bank’s business, and any and all other documents containing confidential information furnished to the Consultant by any representative of the Company or otherwise acquired or developed by the Consultant in connection with his duties under this Agreement (collectively, “Recipient Materials”) shall at all times be the property of the Company or the Bank, as applicable. Within three calendar days of the termination of this Agreement, the Consultant shall return to the Company or the Bank, as applicable, any Recipient Materials that are in his possession, custody or control.

10. Employment Agreement. Provided this Agreement is not previously terminated, the Consultant agrees to enter into an employment agreement with the Bank in form satisfactory to the Consultant and the Bank in their reasonable discretion, subject to the review, modification and approval of the Bank’s primary regulators, which employment agreement shall be effective as of the date on which the Bank opens for business, subject to and following the receipt of (and satisfaction of all conditions to opening for business

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under) its Certificate of Authority and approval of its application for deposit insurance from the FDIC. Notwithstanding anything herein to the contrary, until such employment agreement is approved by the appropriate government regulators, and such employment agreement is duly executed by the Bank and the Consultant, the employment agreement shall be of no force and effect.

11. Assignment. The Consultant’s obligations under this Agreement are personal in nature and may not be assigned by the Consultant, this Agreement being entered into in reliance upon and in consideration of the personal skill and qualifications of the Consultant. Any attempted assignment or transfer by the Consultant of his obligations hereunder shall be void.

12. Notice. All notices and other communications required or permitted to be given or delivered hereunder or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been properly given if (a) delivered personally, (b) delivered by a recognized overnight courier service, (c) sent by United States mail, or (d) sent by facsimile transmission followed by a confirmation copy delivered by recognized overnight courier service the next day. Such notices, requests, consents and other communications shall be sent to the respective parties as follows (or at such other address for a party as shall be specified by like notice to the other party):

If to the Company:

Venture One Holdings, Inc.

3035 8^th Street

National City, California 91950

Attention: Chairman of the Board

If to the Consultant:

Chris Renko

13830 Riverhead Court

San Diego, CA 92129

Any party hereto may designate a different address by providing written notice of such new address to the other parties. Date of service of such notice shall be (i) the date such notice is personally delivered or sent by facsimile transmission (with issuance by the transmitting machine of a confirmation of a successful transmission), (ii) three business days after the date of mailing if sent by certified or registered mail or (iii) one business day after the date of delivery to the overnight courier if sent by overnight courier.

13. Waiver of Breach. The waiver by either party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

14. Complete Agreement; Modification. The parties acknowledge and agree that this Agreement constitutes the complete and entire agreement between the parties; that each executed this Agreement based upon the express terms and provisions set forth herein; that, in entering into this consulting arrangement with the Company, the Consultant has not relied on any representations, oral or written, which are not set forth in this Agreement; that no previous agreement, either oral or written, shall have any effect on the

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terms or provisions of this Agreement; and that all previous agreements, either oral or written, are expressly superseded and revoked by this Agreement. The provisions hereof may not be altered, amended, modified, waived, or discharged in any way whatsoever, except by written agreement executed by the Consultant and the Company. No waiver shall be deemed a continuing waiver or a waiver of any subsequent breach or default, either of a similar or different nature, unless expressly so stated in writing.

15. Prior Agreements. The Consultant represents and warrants that his service as a consultant to the Company and his future service to the Bank, as third party beneficiary of this provision, will not violate any agreement or obligation of the Consultant. The Consultant further represents that he has not previously, and will not in the future, disclose to the Company or the Bank any proprietary information or trade secrets belonging to any previous employer, principal or third party to which he provided consulting or other services. The Consultant acknowledges that the Company has instructed him not to disclose to it or the Bank any proprietary information or trade secrets belonging to any previous employer, principal or third party to which he provided consulting services.

16. Voluntary Agreement. The parties acknowledge that each has carefully read this agreement, that each has had an opportunity to consult with his or its attorney concerning the meaning, import and legal significance of this Agreement, that each understands its terms, that all understandings and agreements between the Consultant and the Company relating to the subjects covered in this Agreement are contained in it, and that each has entered into the Agreement voluntarily and not in reliance on any promises or representations by the other than those contained in this Agreement.

17. Successors, Binding Agreement. Subject to the restrictions on assignment contained herein, this Agreement shall inure to the benefit, and be enforceable by, the parties and their respective successors and assigns.

18. Severability. The parties acknowledge that each covenant and/or provision of this Agreement shall be enforceable independently of every other covenant and/or provision. Furthermore, the Consultant and the Company acknowledge that, in the event any covenant and/or provision of this Agreement is determined to be unenforceable for any reason, the remaining covenants and/or provisions will remain effective, binding and enforceable.

19. Governing Law and Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the laws of the State of California, without giving effect to provision thereof regarding conflict of laws. Venue for resolution of any dispute under this Agreement shall only be proper in a court located in San Diego County.

20. Survival. Upon termination of this Agreement, all obligations and rights of the parties under this Agreement shall cease except for those set forth in Sections 8, 9, 10, 12 through 15, and 18 through 23, which shall survive indefinitely.

21. Interpretation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used

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in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision in this Agreement. Each use herein of the masculine, neuter or feminine gender shall be deemed to include the other genders. Each use herein of the plural shall include the singular and vice versa, in each case as the context requires or as is otherwise appropriate. The word “or” is used in the inclusive sense. Any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent. References to a person are also to its permitted successors or assigns.

22. Drafting Ambiguities. Each party has or has had an opportunity to consult legal counsel, and each party (or its legal counsel) has reviewed and revised this Agreement. The rule of construction that ambiguities are to be resolved against the drafting party or in favor of the party receiving a particular benefit under an agreement may not be employed in the interpretation of this Agreement or any amendment to this Agreement.

23. Counterparts. This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature page follows]

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[Signature page to Consulting Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

THE CONSULTANT
Signature:	/s/ Chris Renko
Printed Name:	Chris Renko

VENTURE ONE HOLDINGS, INC.
By:	/s/ Alex C. Carolino
Name:	Alex C. Carolino
Title:	President

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EX-10.8

Exhibit 10.8

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made and entered into as of                          , 2008, by and between Gateway Pacific Bancorp, a California corporation (the “Company”), and                         , [an officer][a director] of the Company (“Indemnitee”).

RECITALS

A. The Company and Indemnitee are aware of the substantial growth in the number of lawsuits filed against corporate directors and officers in connection with their activities in such capacities and by reason of their status as such;

B. The Company and Indemnitee recognize that the cost of defending against such lawsuits, whether or not meritorious, is typically beyond the financial resources of most of the Company’s directors and officers;

C. The Company and Indemnitee recognize that the legal risks and potential liabilities associated with proceedings filed against the Company’s directors and officers bear no reasonable relationship to the amount of compensation received by the Company’s directors and officers;

D. The Company, after reasonable investigation prior to the date hereof, has determined that the liability insurance coverage available to the Company as of the date hereof is inadequate, unreasonably expensive or both. The Company believes, therefore, that the interest of the Company’s shareholders would be best served by a combination of (i) such insurance as the Company may obtain pursuant to the Company’s obligations hereunder and (ii) a contract with its directors and certain officers, including Indemnitee, to indemnify such individuals pursuant to Section 317 of the California Corporations Code (the “Code”) against personal liability for actions taken in the performance of their duties to the Company;

E. Section 317 of the Code empowers California corporations to indemnify their directors and officers;

F. The Board of Directors of the Company (the “Board”) has concluded that, to retain and attract talented and experienced individuals to serve as the Company’s directors and officers and to encourage such individuals to take the business risks necessary for the success of the Company, it is necessary for the Company to contractually indemnify its directors and certain officers, and to assume for itself liability for expenses and damages in connection with claims against such directors and officers with respect to their service to the Company, and has further concluded that the failure to provide such contractual indemnification could result in great harm to the Company and its shareholders;

G. The Company desires and has requested Indemnitee to serve or continue to serve as a director or officer of the Company, free from undue concern for the risks and potential liabilities associated with such services to the Company; and

H. Indemnitee is willing to serve, or continue to serve, the Company, provided, and on the expressed condition, that he is furnished with the indemnification provided for herein.

AGREEMENT

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Indemnitee agree as follows:

1. Definitions.

(a) “Expenses” means all direct and indirect costs of any type or nature whatsoever (including, without limitation, any fees and disbursements of Indemnitee’s counsel, accountants and other experts and other out-of-pocket costs) actually and reasonably incurred by Indemnitee in connection with the investigation, preparation, defense or appeal of a Proceeding; provided, however, that Expenses shall not include judgments, fines, penalties or amounts paid in settlement of a Proceeding.

(b) “Proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (including an action brought by or in the right of the Company) in which Indemnitee may be or may have been involved as a party or otherwise, by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action taken by Indemnitee or of any inaction on his part while acting as such director or officer or by reason of the fact that he is or was serving at the request of the Company as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director and/or officer of the foreign or domestic corporation which was a predecessor corporation to the Company or of another enterprise at the request of such predecessor corporation, whether or not he is serving in such capacity at the time any liability or Expense is incurred for which indemnification or reimbursement can be provided under this Agreement.

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2. Indemnification.

(a) Third Party Proceedings. The Company shall indemnify Indemnitee against Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with a Proceeding (other than a Proceeding by or in the right of the Company) provided Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the Company and its shareholders, and with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company, or, with respect to any criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b) Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee against Expenses and amounts paid in settlement, actually and reasonably incurred by Indemnitee, in connection with a Proceeding by or in the right of the Company to procure a judgment in its favor if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the Company and its shareholders. Notwithstanding the foregoing, no indemnification shall be made in respect of (i) any claim, issue or matter as to which Indemnitee shall have been adjudged liable to the Company in the performance of Indemnitee’s duty to the Company and its shareholders unless the court in which such action or proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for Expenses and then only to the extent that such court shall determine; (ii) any amounts paid by Indemnitee in settling or otherwise disposing of a pending action without court approval; and (iii) Expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

3. Limitations on Indemnification. Notwithstanding any other provision herein to the contrary, the Company shall not be obligated pursuant to the terms of this Agreement:

(a) Excluded Acts. To indemnify Indemnitee for any acts or omissions or transactions from which a director or officer may not be relieved of liability under Section 204 of the Code or for expenses, penalties, or other payments incurred in an administrative proceeding or action instituted by an appropriate bank or bank holding company regulatory agency which proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by an individual or individuals in the form of payments to the Company or any banking subsidiary of the Company.

(b) Claims Initiated by Indemnitee. To indemnify or advance Expenses to Indemnitee with respect to Proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 317 of the Code, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board has approved the initiation or bringing of such Proceeding.

(c) Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous.

(d) Insured Claims. To indemnify Indemnitee for Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) which have been paid directly to or on behalf of Indemnitee by an insurance carrier under a policy of directors’ and officers’ liability insurance (“D&O Insurance”) maintained by the Company or any other policy of insurance maintained by the Company or Indemnitee.

(e) Claims Under Section 16(b). To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

(f) Regulatory Limitations. Notwithstanding any other provisions contained herein, this Agreement is subject to the requirements and limitations set forth in state and federal laws, rules, regulations and orders regarding indemnification and prepayment of legal expenses and liabilities, including Section 18(k) of the Federal Deposit Insurance Act and Part 359 of the Federal Deposit Insurance Corporation’s Rules and Regulations and any successor regulations thereto, and written guidance or interpretations of the Federal Reserve Board requiring application of the principles of such regulations to bank holding companies. To the extent that there is any conflict between state and federal law, federal law shall supersede and control.

4. Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board for indemnification pursuant to Section 2, the Company shall determine by any of the methods set forth in Section 317(e) of the Code whether Indemnitee has met the applicable standards of conduct which makes it permissible under applicable law to indemnify Indemnitee. If a claim under Section 2 is not paid in full by the Company within ninety (90) days after such written claim has been received by the Company, Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, unless such action is

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dismissed by the court as frivolous or brought in bad faith, Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Company (including its Board, independent legal counsel or shareholders) to make a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company (including its Board, independent legal counsel or shareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Company shall have the burden of proof concerning whether Indemnitee has or has not met the applicable standard of conduct.

5. Advancement and Repayment of Expenses. The Expenses incurred by Indemnitee in defending and investigating any Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding within thirty (30) days after receiving from Indemnitee the copies of invoices presented to Indemnitee for such Expenses, if Indemnitee shall provide an undertaking to the Company to repay such amount to the extent it is ultimately determined that Indemnitee is not entitled to indemnification. In determining whether or not to make an advance hereunder, the ability of Indemnitee to repay shall not be a factor. Notwithstanding the foregoing, in a proceeding brought by the Company directly, in its own right (as distinguished from an action brought derivatively or by any receiver or trustee), the Company shall not be required to make the advances called for hereby if the Board determines, in its sole discretion, that it does not appear that Indemnitee has met the standards of conduct which may it permissible under applicable law to indemnify Indemnitee and the advancement of Expenses would not be in the best interests of the Company and its shareholders.

6. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification or advancement by the Company of some or a portion of any Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, penalties, and amounts paid in settlement) incurred by Indemnitee in the investigation, defense, settlement or appeal of a Proceeding, but is not entitled to indemnification or advancement of the total amount thereof, the Company shall nevertheless indemnify or pay advancements to the Indemnitee for the portion of such Expenses or liabilities to which the Indemnitee is entitled.

7. Notice to Company by Indemnitee. Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof, provided that any delay in so notifying the Company shall not constitute a waiver by Indemnitee of his rights hereunder. Such written notification to the Company shall be addressed to the Board and shall include a description of the nature of the Proceeding and the facts underlying the Proceeding and be accompanied by copies of any documents filed with the court in which the Proceeding is pending. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power.

8. Maintenance of Liability Insurance.

(a) The Company hereby agrees that so long as Indemnitee shall continue to serve as a director or officer of the Company and thereafter so long as Indemnitee shall be subject to any possible Proceeding, the Company, subject to Section 8(b), shall use its best efforts to obtain and maintain in full force and effect D&O Insurance which provides Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors or officers, as the case may be.

(b) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Company.

(c) If, at the time of the receipt of a notice of a claim pursuant to Section 7, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

9. Defense of Claim. In the event that the Company shall be obligated under Section 5 to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Indemnitee shall have the right to employ his counsel in any such Proceeding at Indemnitee’s expense and if the employment of counsel by Indemnitee has been previously authorized by the Company, or Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense, or the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

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10. Attorneys’ Fees. In the event that Indemnitee or the Company institutes an action to enforce or interpret any terms of this Agreement, the Company shall reimburse Indemnitee for all of the Indemnitee’s reasonable fees and expenses in bringing and pursuing such action or defense, unless as part of such action or defense, a court of competent jurisdiction determines that the material assertions made by Indemnitee as a basis for such action or defense were not made in good faith or were frivolous.

11. Continuation of Obligations. All agreements and obligations of the Company contained herein shall continue during the period the Indemnitee is a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, fiduciary, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and shall continue thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that Indemnitee served in any capacity referred to herein.

12. Successors and Assigns. This Agreement establishes contract rights that shall be binding upon, and shall inure to the benefit of, the successors, assigns, heirs and legal representatives of the parties hereto.

13. Non-exclusivity.

(a) The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed to be exclusive of any other rights that the Indemnitee may have under any provision of law, the Company’s Articles of Incorporation or Bylaws, the vote of the Company’s shareholders or disinterested directors, other agreements or otherwise, both as to action in his official capacity and action in another capacity while occupying his position as a director or officer of the Company.

(b) In the event of any changes in any applicable law, statute or rule which narrow the right of a California corporation to indemnify a director or officer, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties rights and obligations hereunder.

14. Effectiveness of Agreement. To the extent that the indemnification permitted under the terms of certain provisions of this Agreement exceeds the scope of the indemnification provided for in the Code, such provisions shall not be effective unless and until the Company’s Articles of Incorporation authorize such additional rights of indemnification. In all other respects, the balance of this Agreement shall be effective as of the date set forth on the first page and may apply to acts or omissions of Indemnitee which occurred prior to such date if Indemnitee was a director, officer, employee or other agent of the Company, or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, at the time such act or omission occurred.

15. Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. The provisions of this Agreement shall be severable as provided in this Section 15. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms.

16. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California and applicable federal law. To the extent permitted by applicable law, the parties hereby waive any provisions of law which render any provision of this Agreement unenforceable in any respect.

17. Notice. Unless otherwise specifically permitted by this Agreement, all notices or other communications required or permitted under this Agreement shall be in writing, and shall be personally delivered or sent by registered or certified mail, postage prepaid return receipt requested and shall be deemed received: (i) if personally delivered, upon the date of delivery to the address of the person to receive such notice, (ii) if mailed in accordance with the provisions of this paragraph, two (2) business days after the date placed in the United States mail, or (iii) if mailed other than in accordance with the provisions of this paragraph or mailed from outside the United States, upon the date of delivery to the address of the person to receive such notice. Notices shall be given at the following addresses:

If to the Company:	If to Indemitee:
Gateway Pacific Bancorp Attn: Chairman of the Board of Directors [address]	To Indemnitee’s last known address as set forth in the personnel records of the Company.

With a copy to:

Kurt L. Kicklighter, Esq.

Luce, Forward, Hamilton & Scripps LLP

600 West Broadway, Suite 2600

San Diego, CA 92101

The relevant party may change the address for delivery of notices by giving notice of such change in accordance with this paragraph.

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18. Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that in certain instances, federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Federal Reserve Board, the Securities and Exchange Commission or other regulators of the Company to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

19. Counterparts. This Agreement may be executed in one or more counterparts and by facsimile, each of which shall constitute an original.

20. Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forth above.

COMPANY:	INDEMNITEE:
Gateway Pacific Bancorp, a California corporation
	[Insert Name]

By:
_______________________________
Title:	Alex Carolino, Chairman of the Board of Directors

Schedule of Directors and Officer Who Are Parties to the Indemnification Agreement

Name	Date of Execution
Garry Barnes	May 9, 2008
Harold K. Brown	July 3, 2008
Alex Carolino	July 15, 2008
Kirk S. Colburn	May 9, 2008
Crisostomo Garcia	July 9, 2008
Nicholas Inzunza	July 15, 2008
Teresita L. Paje	July 1, 2008
Edward F. Plant	May 9, 2008
Chris J. Renko	May 9, 2008
Ditas Yamane	2008
Robert Yee	July 2, 2008
Frederick J. (Rick) Mandelbaum	December 18, 2008

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EX-10.9

Exhibit 10.9

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made and entered into as of                          , 2008, by and between Gateway Pacific Bank, a California state bank (the “Bank”), and                         , [an officer][a director] of the Bank (“Indemnitee”).

RECITALS

A. The Bank and Indemnitee are aware of the substantial growth in the number of lawsuits filed against corporate directors and officers in connection with their activities in such capacities and by reason of their status as such;

B. The Bank and Indemnitee recognize that the cost of defending against such lawsuits, whether or not meritorious, is typically beyond the financial resources of most of the Bank’s directors and officers;

C. The Bank and Indemnitee recognize that the legal risks and potential liabilities associated with proceedings filed against the Bank’s directors and officers bear no reasonable relationship to the amount of compensation received by the Bank’s directors and officers;

D. The Bank, after reasonable investigation prior to the date hereof, has determined that the liability insurance coverage available to the Bank as of the date hereof is inadequate, unreasonably expensive or both. The Bank believes, therefore, that the interest of the Bank’s shareholders would be best served by a combination of (i) such insurance as the Bank may obtain pursuant to the Bank’s obligations hereunder and (ii) a contract with its directors and certain officers, including Indemnitee, to indemnify such individuals pursuant to Section 317 of the California Corporations Code (the “Code”) against personal liability for actions taken in the performance of their duties to the Bank;

E. Section 317 of the Code empowers California corporations to indemnify their directors and officers;

F. The Board of Directors of the Bank (the “Board”) has concluded that, to retain and attract talented and experienced individuals to serve as the Bank’s directors and officers and to encourage such individuals to take the business risks necessary for the success of the Bank, it is necessary for the Bank to contractually indemnify its directors and certain officers, and to assume for itself liability for expenses and damages in connection with claims against such directors and officers with respect to their service to the Bank, and has further concluded that the failure to provide such contractual indemnification could result in great harm to the Bank and its shareholders;

G. The Bank desires and has requested Indemnitee to serve or continue to serve as a director or officer of the Bank, free from undue concern for the risks and potential liabilities associated with such services to the Bank; and

H. Indemnitee is willing to serve, or continue to serve, the Bank, provided, and on the expressed condition, that he is furnished with the indemnification provided for herein.

AGREEMENT

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Bank and Indemnitee agree as follows:

1. Definitions.

(a) “Expenses” means all direct and indirect costs of any type or nature whatsoever (including, without limitation, any fees and disbursements of Indemnitee’s counsel, accountants and other experts and other out-of-pocket costs) actually and reasonably incurred by Indemnitee in connection with the investigation, preparation, defense or appeal of a Proceeding; provided, however, that Expenses shall not include judgments, fines, penalties or amounts paid in settlement of a Proceeding.

(b) “Proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (including an action brought by or in the right of the Bank) in which Indemnitee may be or may have been involved as a party or otherwise, by reason of the fact that Indemnitee is or was a director or officer of the Bank, by reason of any action taken by Indemnitee or of any inaction on his part while acting as such director or officer or by reason of the fact that he is or was serving at the request of the Bank as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director and/or officer of the foreign or domestic corporation which was a predecessor corporation to the Bank or of another enterprise at the request of such predecessor corporation, whether or not he is serving in such capacity at the time any liability or Expense is incurred for which indemnification or reimbursement can be provided under this Agreement.

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2. Indemnification.

(a) Third Party Proceedings. The Bank shall indemnify Indemnitee against Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with a Proceeding (other than a Proceeding by or in the right of the Bank) provided Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the Bank and its shareholders, and with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Bank, or, with respect to any criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b) Proceedings by or in the Right of the Bank. The Bank shall indemnify Indemnitee against Expenses and amounts paid in settlement, actually and reasonably incurred by Indemnitee, in connection with a Proceeding by or in the right of the Bank to procure a judgment in its favor if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the Bank and its shareholders. Notwithstanding the foregoing, no indemnification shall be made in respect of (i) any claim, issue or matter as to which Indemnitee shall have been adjudged liable to the Bank in the performance of Indemnitee’s duty to the Bank and its shareholders unless the court in which such action or proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for Expenses and then only to the extent that such court shall determine; (ii) any amounts paid by Indemnitee in settling or otherwise disposing of a pending action without court approval; and (iii) Expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

3. Limitations on Indemnification. Notwithstanding any other provision herein to the contrary, the Bank shall not be obligated pursuant to the terms of this Agreement:

(a) Excluded Acts. To indemnify Indemnitee for any acts or omissions or transactions from which a director or officer may not be relieved of liability under Section 204 of the Code or for expenses, penalties, or other payments incurred in an administrative proceeding or action instituted by an appropriate bank regulatory agency which proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by an individual or individuals in the form of payments to the Bank.

(b) Claims Initiated by Indemnitee. To indemnify or advance Expenses to Indemnitee with respect to Proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 317 of the Code, but such indemnification or advancement of Expenses may be provided by the Bank in specific cases if the Board has approved the initiation or bringing of such Proceeding.

(c) Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous.

(d) Insured Claims. To indemnify Indemnitee for Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) which have been paid directly to or on behalf of Indemnitee by an insurance carrier under a policy of directors’ and officers’ liability insurance (“D&O Insurance”) maintained by the Bank or any other policy of insurance maintained by the Bank or Indemnitee.

(e) Claims Under Section 16(b). To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

(f) Regulatory Limitations. Notwithstanding any other provisions contained herein, this Agreement is subject to the requirements and limitations set forth in state and federal laws, rules, regulations and orders regarding indemnification and prepayment of legal expenses and liabilities, including Section 18(k) of the Federal Deposit Insurance Act and Part 359 of the Federal Deposit Insurance Corporation’s Rules and Regulations and any successor regulations thereto. To the extent that there is any conflict between state and federal law, federal law shall supersede and control.

4. Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board for indemnification pursuant to Section 2, the Bank shall determine by any of the methods set forth in Section 317(e) of the Code whether Indemnitee has met the applicable standards of conduct which makes it permissible under applicable law to indemnify Indemnitee. If a claim under Section 2 is not paid in full by the Bank within ninety (90) days after such written claim has been received by the Bank, Indemnitee may at any time thereafter bring suit against the Bank to recover the unpaid amount of the claim and, unless such

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action is dismissed by the court as frivolous or brought in bad faith, Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Bank (including its Board, independent legal counsel or shareholders) to make a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank (including its Board, independent legal counsel or shareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank shall have the burden of proof concerning whether Indemnitee has or has not met the applicable standard of conduct.

5. Advancement and Repayment of Expenses. The Expenses incurred by Indemnitee in defending and investigating any Proceeding shall be paid by the Bank in advance of the final disposition of such Proceeding within thirty (30) days after receiving from Indemnitee the copies of invoices presented to Indemnitee for such Expenses, if Indemnitee shall provide an undertaking to the Bank to repay such amount to the extent it is ultimately determined that Indemnitee is not entitled to indemnification. In determining whether or not to make an advance hereunder, the ability of Indemnitee to repay shall not be a factor. Notwithstanding the foregoing, in a proceeding brought by the Bank directly, in its own right (as distinguished from an action brought derivatively or by any receiver or trustee), the Bank shall not be required to make the advances called for hereby if the Board determines, in its sole discretion, that it does not appear that Indemnitee has met the standards of conduct which may it permissible under applicable law to indemnify Indemnitee and the advancement of Expenses would not be in the best interests of the Bank and its shareholders.

6. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification or advancement by the Bank of some or a portion of any Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, penalties, and amounts paid in settlement) incurred by Indemnitee in the investigation, defense, settlement or appeal of a Proceeding, but is not entitled to indemnification or advancement of the total amount thereof, the Bank shall nevertheless indemnify or pay advancements to the Indemnitee for the portion of such Expenses or liabilities to which the Indemnitee is entitled.

7. Notice to Bank by Indemnitee. Indemnitee shall notify the Bank in writing of any matter with respect to which Indemnitee intends to seek indemnification hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof, provided that any delay in so notifying Bank shall not constitute a waiver by Indemnitee of his rights hereunder. Such written notification to the Bank shall be addressed to the

Board and shall include a description of the nature of the Proceeding and the facts underlying the Proceeding and be accompanied by copies of any documents filed with the court in which the Proceeding is pending. In addition, Indemnitee shall give the Bank such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power.

8. Maintenance of Liability Insurance.

(a) The Bank hereby agrees that so long as Indemnitee shall continue to serve as a director or officer of the Bank and thereafter so long as Indemnitee shall be subject to any possible Proceeding, the Bank, subject to Section 8(b), shall use its best efforts to obtain and maintain in full force and effect D&O Insurance which provides Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Bank’s directors or officers, as the case may be.

(b) Notwithstanding the foregoing, the Bank shall have no obligation to obtain or maintain D&O Insurance if the Bank determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Bank.

(c) If, at the time of the receipt of a notice of a claim pursuant to Section 7, the Bank has D&O Insurance in effect, the Bank shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Bank shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

9. Defense of Claim. In the event that the Bank shall be obligated under Section 5 to pay the Expenses of any Proceeding against Indemnitee, the Bank, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Bank, the Bank will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee

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with respect to the same Proceeding. Indemnitee shall have the right to employ his counsel in any such Proceeding at Indemnitee’s expense and if the employment of counsel by Indemnitee has been previously authorized by the Bank, or Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Bank and the Indemnitee in the conduct of such defense, or the Bank shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Bank.

10. Attorneys’ Fees. In the event that Indemnitee or the Bank institutes an action to enforce or interpret any terms of this Agreement, the Bank shall reimburse Indemnitee for all of the Indemnitee’s reasonable fees and expenses in bringing and pursuing such action or defense, unless as part of such action or defense, a court of competent jurisdiction determines that the material assertions made by Indemnitee as a basis for such action or defense were not made in good faith or were frivolous.

11. Continuation of Obligations. All agreements and obligations of the Bank contained herein shall continue during the period the Indemnitee is a director or officer of the Bank, or is or was serving at the request of the Bank as a director, officer, fiduciary, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and shall continue thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that Indemnitee served in any capacity referred to herein.

12. Successors and Assigns. This Agreement establishes contract rights that shall be binding upon, and shall inure to the benefit of, the successors, assigns, heirs and legal representatives of the parties hereto.

13. Non-exclusivity.

(a) The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed to be exclusive of any other rights that the Indemnitee may have under any provision of law, the Bank’s Articles of Incorporation or Bylaws, the vote of the Bank’s shareholders or disinterested directors, other agreements or otherwise, both as to action in his official capacity and action in another capacity while occupying his position as a director or officer of the Bank.

(b) In the event of any changes in any applicable law, statute or rule which narrow the right of a California corporation to indemnify a director or officer, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties rights and obligations hereunder.

14. Effectiveness of Agreement. To the extent that the indemnification permitted under the terms of certain provisions of this Agreement exceeds the scope of the indemnification provided for in the Code, such provisions shall not be effective unless and until the Bank’s Articles of Incorporation authorize such additional rights of indemnification. In all other respects, the balance of this Agreement shall be effective as of the date set forth on the first page and may apply to acts or omissions of Indemnitee which occurred prior to such date if Indemnitee was a director, officer, employee or other agent of the Bank, or was serving at the request of the Bank as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, at the time such act or omission occurred.

15. Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Bank to do or fail to do any act in violation of applicable law. The Bank’s inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. The provisions of this Agreement shall be severable as provided in this Section 15. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Bank shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms.

16. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California and applicable federal law. To the extent permitted by applicable law, the parties hereby waive any provisions of law which render any provision of this Agreement unenforceable in any respect.

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17. Notice. Unless otherwise specifically permitted by this Agreement, all notices or other communications required or permitted under this Agreement shall be in writing, and shall be personally delivered or sent by registered or certified mail, postage prepaid return receipt requested and shall be deemed received: (i) if personally delivered, upon the date of delivery to the address of the person to receive such notice, (ii) if mailed in accordance with the provisions of this paragraph, two (2) business days after the date placed in the United States mail, or (iii) if mailed other than in accordance with the provisions of this paragraph or mailed from outside the United States, upon the date of delivery to the address of the person to receive such notice. Notices shall be given at the following addresses:

If to the Bank:	If to Indemnitee:
Gateway Pacific Bank Attn: Chairman of the Board of Directors [address]	To Indemnitee’s last known address as set forth in the personnel records of the Bank.

With a copy to:

Kurt L. Kicklighter, Esq.

Luce, Forward, Hamilton & Scripps LLP

600 West Broadway, Suite 2600

San Diego, CA 92101

The relevant party may change the address for delivery of notices by giving notice of such change in accordance with this paragraph.

18. Mutual Acknowledgment. Both the Bank and Indemnitee acknowledge that in certain instances, federal law or applicable public policy may prohibit the Bank from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Bank has undertaken or may be required in the future to undertake with the Federal Reserve Board or other regulators of the Bank to submit the question of indemnification to a court in certain circumstances for a determination of the Bank’s right under public policy to indemnify Indemnitee.

19. Counterparts. This Agreement may be executed in one or more counterparts and by facsimile, each of which shall constitute an original.

20. Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forth above.

BANK:	INDEMNITEE:
Gateway Pacific Bank, a California state bank
	[Insert Name]

By:
Title:	Alex Carolino, Chairman of the Board of Directors

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Schedule of Directors and Officer Who Are Parties to the Indemnification Agreement

Name	Date of Execution
Garry Barnes	May 9, 2008
Harold K. Brown	July 3, 2008
Alex Carolino	July 15, 2008
Kirk S. Colburn	May 9, 2008
Crisostomo Garcia	July 9, 2008
Nicholas Inzunza	July 15, 2008
Teresita L. Paje	July 1, 2008
Edward F. Plant	May 9, 2008
Chris J. Renko	May 9, 2008
Ditas Yamane	2008
Robert Yee	July 2, 2008
Frederick J. (Rick) Mandelbaum	December 18, 2008

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EX-10.10

Exhibit 10.10

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of November 24, 2008, by and between Gateway Pacific Bank (in organization), a California state-chartered bank (the “Bank”), and Gateway Pacific Bancorp (the “Holding Company”), on the one hand, and F.J. “Rick” Mandelbaum, an individual resident of the State of California (the “Executive”), on the other hand (the signatories to this Agreement will be referred to jointly as the “Parties”).

WITNESSETH:

WHEREAS, the Executive has considerable experience, expertise and training in management related to banking and services offered by the Bank;

WHEREAS, the Executive has also served as a consultant in forming the Bank pursuant to the terms and conditions of that certain Consulting Agreement effective as of November 24, 2008 (“Consulting Agreement”) between the Executive and the Holding Company;

WHEREAS, the Bank desires for the Executive to be an employee and President and Chief Executive Officer of the Bank and to serve as the President and Chief Executive Officer of the Holding Company, and the Executive desires to accept such employment and positions, subject to and on the terms and conditions set forth in this Agreement; and

WHEREAS, the Bank, Holding Company and the Executive have read and understood the terms and provisions set forth in this Agreement and have been afforded a reasonable opportunity to review this Agreement with their respective legal counsel.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Executive and the Bank agree as follows:

1. Term of Employment. This Agreement shall become effective (the “Effective Date”) the first day the Bank opens for business and shall continue in effect until the third anniversary date of the Effective Date (the “Term of Employment”). The Executive’s employment with the Bank can be terminated at the will of either the Executive or the Bank at any time, with or without notice, and with or without Cause before the end of the otherwise applicable Term of Employment. There are no agreements between the Executive and the Bank (or the Holding Company) contrary to the Executive’s at-will status. Neither a board member nor a manager, supervisor, employee or agent of the Bank or the Holding Company is authorized to alter the Executive’s at-will status, except in a writing signed both by the chairman of the board and the Executive following adoption of a resolution by the board of directors of the Bank (the “Board of Directors”) authorizing the specific change reflected in such writing and authorizing the chairman to sign such writing. The Executive’s employment with the Bank and service to the Holding Company shall automatically terminate at the end of the Term of Employment. Notwithstanding the foregoing, if the Bank does not open for business prior to July 31, 2009, this Agreement shall terminate automatically.

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2. Duties and Authority.

(a) During the Term of Employment, the Executive shall be an employee of the Bank and shall serve as the President and Chief Executive Officer of the Bank and the Holding Company. The Executive shall perform in a professional manner the authorized and customary duties for the position of President and Chief Executive Officer and such other duties and responsibilities as the Board of Directors of the Bank or the Holding Company may assign to the Executive from time to time.

(b) During the Term of Employment, the Executive shall devote the Executive’s best efforts and entire productive time, ability and attention to the business operations of the Bank and the Holding Company, and shall not, without the written consent of the Board of Directors, directly or indirectly, alone or as a partner, officer, director, stockholder, employee, or consultant of any other person, entity, association, agency, organization, or institution, engage in any other business or profession which would necessitate the Executive’s giving any portion of his time and effort to such activity. The Executive shall at all times faithfully, with diligence and to the best of the Executive’s ability, experience, and talent, perform all the duties that may be required of and from the Executive pursuant to the express and implicit terms hereof to the reasonable satisfaction of the Bank. In addition, the Bank recognizes that the Executive may wish from time to time to engage in charitable or other altruistic endeavors and may do so with the consent of the Board of Directors, which consent shall not be unreasonably withheld.

3. Compensation and Benefits. All payments of compensation to the Executive shall be payable by the Bank in accordance with the Bank’s ordinary payroll and other policies and procedures, provided that the Executive’s salary, pursuant to Section 3(a) shall be payable not less frequently than monthly.

(a) Base Salary. During the Term of Employment, the Bank agrees to pay the Executive a base salary (“Base Salary”) of not less than $16,666.66 per month, appropriately prorated for partial months at the commencement and end of the Term of Employment.

(b) Bonus Programs. The Executive will be entitled to participate in any and all bonus plans of the Bank for its senior executive officers, whether such bonus plans are presently existing or may hereafter be implemented by the Bank. The Executive shall also be entitled to participate in any benefit programs applicable to all employees of the Bank in accordance with the Bank policy and the provisions of said benefit programs, including participation in the Bank’s 401(k) plan as in effect from time to time, which shall include the Bank matching Executives contribution’s to the same up to maximum of Four percent (4%) of Executive’s Base Salary.

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(c) Medical Benefits. During the Term of Employment, the Bank shall provide to the Executive group medical and dental insurance on the terms provided the employees of the Bank, including premium payment participation, co-payments and deductibles, as determined by the Board of Directors, except that One Hundred percent (100%) of Executive’s premium for himself and Fifty percent (50%) of Executive’s premium for his eligible family members shall be paid for by the Bank.

(d) Paid Sick Leave. During the Term of Employment, the Executive shall accrue paid sick leave at the rate of ten (10) days annually (“Paid Sick Leave”). Paid Sick Leave may be accumulated and carried over from one calendar year to the next; provided however, at any time the Executive has accrued a total of thirty (30) days of Paid Sick Leave, the Executive will cease to accrue further Paid Sick Leave until the Executive’s accrued Paid Sick Leave shall have fallen below the maximum accrual amount of thirty (30) days.

(e) Paid Vacation. Executive shall accrue twenty-two (22) days of paid vacation (“Paid Vacation”) at Executive’s regular base pay rate during the Term of Employment, in accordance with the Bank’s Employee Benefits Policy; provided, however, that during each calendar year of the Term of Employment, Executive is required to and shall take at least ten (10) days of Paid Vacation(the “Mandatory Vacation”), which shall be taken consecutively. Executive shall not be entitled to pay in lieu of the Mandatory Vacation. Executive shall be entitled to the accumulation of Paid Vacation not used that is in excess of the Mandatory Vacation and Executive shall be entitled to pay for up to twelve (12) days per year of the Paid Vacation in lieu of accumulating Paid Vacation not used that is in excess of the Mandatory Vacation, in accordance with the Bank’s Employee Benefits Policy. Executive shall be allowed to accrue up to a maximum twenty-two (22) days Paid Vacation at any one time. All vacation shall be taken at such time as to minimize its affect on the operations of the Bank, as mutually agreed between Executive and the chairman of the board.

(f) Country Club Expenses. The Bank shall pay for all monthly dues at the Escondido Country Club, not to exceed a total of $200 per month.

(g) Reimbursement of Expenses. During the Term of Employment, the Bank shall promptly pay all reasonable expenses incurred by the Executive for all reasonable travel and other business related expenses incurred by him in performing his obligations under this Agreement in accordance with the Bank’s travel and business expense policy, and any additional guidelines or requirements set by the Board of Directors from time to time and subject to review by the Board of Directors from time to time.

(h) Vehicle Allowance. During the Term of Employment, the Bank shall also pay the Executive a vehicle allowance of One Thousand Two Hundred Dollars ($1,200.00) per month.

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(i) Stock Options. The Executive shall receive a number of options to purchase shares of common stock of the Holding Company equal to five percent (5%) of the total number of shares that are fully paid, issued and outstanding at the Effective Date. The exercise price for such options shall be the fair market value thereof at the date of issuance, which the Bank expects to be at the same price as the price for the shares issued in the initial capital offering by the Holding Company. The options shall vest in accordance with the FDIC Statement of Policy regarding Applications for Deposit Insurance, at the rate of no more than one-third per year, shall have a stated term of ten years from the date of issuance, and to the extent permitted by law, shall be treated as incentive stock options. The options shall be evidenced by a stock option agreement, which shall have such terms as are consistent with those set forth above and such additional terms, including with respect to vesting, as may be set forth in the stock option plan pursuant to which the options are granted.

(j) Life/Disability Insurance. The Bank shall provide life insurance with a life insurance benefit equal to the lesser of (a) three times the annual salary of Executive at the rate then in effect under Section 3(a), and (b) the maximum amount permitted under any of the Bank’s then applicable group life insurance plans, which shall be provided through any group life insurance plan of the Bank at the Bank’s option. The Bank shall provide to Executive the long-term disability insurance provided by the Bank to employees at the Effective Date under the Bank’s group plan or shall replace it with similar coverage so long as Executive is employed by the Bank. Executive shall be entitled to participate in such other insurance benefits as are generally provided to the employees of the Bank from time to time.

(k) Cellular Phone. The Bank shall provide Executive with a cellular phone, the type and model of which will be mutually agreed upon by the Bank and Executive, and shall pay the monthly fee for the cellular phone’s service plan, not to exceed $100 per month.

(l) Holding Company Responsibilities. The Parties understand and agree that to the extent the Executive provides services to the Holding Company these services shall be provided in accordance with arrangements between the Bank and the Holding Company and such services shall not entitle the Executive to additional compensation or benefits, and provision of such services shall not entitle the Executive to be compensated directly by the Holding Company under any circumstance.

(m) Withholding. The Bank shall have the right to deduct from any payment of all compensation to the Executive hereunder any federal, state or local taxes and other obligations required by law to be withheld with respect to such payments and any other amounts specifically authorized to be withheld or deducted by the Executive.

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4. Compensation After Termination.

(a) Cause, Death, Disability, Resignation, Expiration. If the Term of Employment is terminated (i) by the Bank for Cause (as defined below) or due to the death or disability of the Executive, (ii) by the Executive or (iii) through expiration of the Term of Employment, the Bank shall have no further obligations hereunder or otherwise with respect to the Executive’s employment from and after the termination or expiration date (except payment of the Executive’s Base Salary accrued through the date of termination or expiration) and the Bank shall continue to have all other rights available hereunder.

(b) Without Cause. If the Term of Employment is terminated by the Bank without Cause, if and when a full and complete release of claims against the Bank and its affiliates in the form of Exhibit A is fully effective and is delivered within fifteen (15) days of termination, and provided the Executive has not instituted any suit, arbitration or other dispute resolution procedure and is not otherwise in breach of this Agreement, and Section 4(c) is not applicable, the Executive shall be entitled to receive as severance pay (in addition to the payment of the Base Salary through the date of termination), an amount equal to Twelve (12) months of the Executive’s then payable Base Salary, payable within thirty (30) days of the end of the Term of Employment.

(c) Following Certain Terminations Related to Change of Control. If the Term of Employment is terminated in respect of any Change of Control Termination (as defined below), if and when a full and complete release of claims against the Bank and its affiliates in the form of Exhibit A is fully effective and is delivered within fifteen (15) days of termination, and provided the Executive has not instituted any suit, arbitration or other dispute resolution procedure and is not otherwise in breach of this Agreement, the Executive shall be entitled to receive as severance pay (in addition to the payment of the Base Salary through the date of termination), an amount equal to eighteen (18) months of the Executive’s then payable Base Salary, payable within five (5) days following the date the full and complete release of claims against the Bank and its affiliates in the form of Exhibit A is fully effective. For purposes of this Agreement, a “Change of Control Termination” shall mean the termination of employment of Executive within six (6) months after a Change of Control (as defined below) by the Bank Without Cause (excluding a termination due to the death or disability of the Executive or through expiration of the Term of Employment). For purposes of this Agreement, “Change of Control” means (i) the consummation of a plan of reorganization, merger or consolidation involving the Bank or Holding Company, except for a reorganization, merger or consolidation where (A) the shareholders of the Holding Company immediately prior to such reorganization, merger or consolidation own, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities of the corporation resulting from such reorganization, merger or consolidation (the “Surviving Corporation”), and the individuals who were members of the Board of Directors immediately prior to the execution of the agreement providing for

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such reorganization, merger or consolidation constitute more than 50% of the members of the board of directors of the Surviving Corporation or a corporation beneficially directly or indirectly owning a majority of the voting securities of the Surviving Corporation; or (B) the Bank or Holding Company is reorganized, merged or consolidated with a corporation in which any shareholder owning more than 50% of the combined voting power of the outstanding voting securities of the Holding Company immediately prior to such reorganization, merger or consolidation, owns more than 50% of the combined voting power of the outstanding voting securities of the corporation resulting from such reorganization, merger or consolidation; (ii) the sale of all or substantially all of the assets (which shall be defined as 50% or more of the total gross fair market of all of the assets, less any sales in the ordinary course of business) of the Holding Company to another person or entity; or (iii) the acquisition of beneficial ownership of stock representing more than fifty percent (50%) of the voting power of the Holding Company then outstanding by another person or entity.

(d) Golden Parachute Provisions. Notwithstanding the foregoing, to the extent that the aggregate present value of any or all payments and benefits in the nature of compensation to (or for the benefit of) the Executive provided under this Agreement or otherwise provided to the Executive by or on behalf of the Bank or any affiliate, parent or controlling entity of the Bank, constitute a “parachute payment” under the provisions of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder, the Parties agrees that the payments or benefits provided to the Executive pursuant to this Agreement shall be reduced (in each case, in such manner as the Executive in his sole discretion shall determine) so that the present value of the total amount received by the Executive that would constitute a “parachute payment” will be one dollar ($1.00) less than three (3) times the Executive’s “base amount” (as defined in Section 280G of the Code) and so that no portion of the payment or benefits received by the Executive would be subject to the excise tax imposed by Section 4999 of the Code.

(e) Section 409A. Notwithstanding the foregoing, in the event that Code Section 409A (“409A”) applies to any compensation with respect to a separation from service, payment of that compensation shall be delayed if the Executive is a “specified employee,” as defined in 409A(a)(2)(B)(i), and such delayed payment is required by 409A. Such delay shall last six months from the date of separation from service. On the day following the end of such six-month period, the Bank shall make a catch-up payment to the Executive equal to the total amount of such payments that would have been made during the six-month period but for this provision.

(f) Limited Benefits. Except as otherwise specifically provided herein, the Bank shall have no other obligations hereunder or otherwise with respect to the Executive’s employment from and after the termination or expiration date, and the Bank shall continue to have all other rights available hereunder.

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(g) Nonassignability. Neither the Executive nor any other person or entity shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify, or otherwise encumber in advance any of the rights or benefits of the Executive under this Section 4, nor shall any of said rights or benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance, owed by the Executive or any other person or entity, or be transferable by operation of law in the event of bankruptcy, insolvency or otherwise.

(h) Regulatory Restrictions. The Parties understand and agree that at the time any payment would otherwise be made or benefit provided under Section 4, the Bank will not be permitted and shall not attempt or be obligated to make such a payment if (i) a regulatory authority acting within its authority with respect to the Bank has made a written determination that such payment is illegal, (ii) the Bank is in a conservatorship or receivership or proceedings for the same have been commenced by an appropriate regulatory authority, (iii) the Bank or the Holding Company is operating under the terms of a cease and desist order that specifically cites the deficiency of the service of the Executive to the Bank or the Holding Company as a ground for imposition of all or part of such order, or (iv) the Bank or the Holding Company has been ordered by an appropriate regulatory authority to remove the Executive from office. Among other things, the regulations at 12 C.F.R. Part 30, Appendix A promulgated pursuant to Section 39(a) of the Federal Deposit Insurance Act, and at 12 C.F.R. Part 359, would prohibit a payment in such circumstances.

(i) Offset. Any and all of the compensation and benefits that would otherwise be provided under Section 4 are subject to the Bank’s offset for any liability of the Executive to the Bank or the Holding Company to the extent the Board of Directors determines that such liability exists. In addition, without limiting the remedies of the Bank otherwise available under this Agreement or otherwise, all compensation and benefits that would otherwise be payable under Section 4 shall cease as of the date the Executive first violates any of the provisions included in Sections 8, 10 or 11.

5. Fair and Adequate Compensation. The Bank and the Executive acknowledge that such compensation and the other covenants and agreements of the Bank contained herein are fair and adequate compensation for the Executive’s services, and for the covenants described below.

6. Termination.

(a) Death. If the Executive dies during the Term of Employment and while in the employ of the Bank, this Agreement shall automatically terminate and the Bank shall have no further obligation to the Executive or his estate under this Agreement (other than death benefits payable under the benefit plans referenced in Section 3(b) or Section 3(c)), except that the Bank shall pay the Executive’s estate that portion of the Executive’s Base Salary under Section 3(a) accrued through the date on which the Executive’s death occurred. Such payment of Base Salary to the Executive’s estate shall be made in the same manner as other payroll obligations of the Bank.

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(b) Disability.

(i) The Bank may terminate this Agreement if, during the Term of Employment, the Executive shall be prevented from performing his duties hereunder by reason of becoming disabled. For purposes of this Agreement, the term “disabled” shall mean the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

(ii) In the event of a termination pursuant to this Section 6(b), the Bank shall be relieved of all its obligations under this Agreement, except that the Bank shall pay to the Executive, or his estate in the event of his subsequent death, the Executive’s Base Salary under Section 3(a) through the date on which such termination shall have occurred, reduced during such period by the amount of any benefits received by the Executive under any disability policy maintained by the Bank and any death benefits payable under the benefit plans then maintained by the Bank. All such payments to the Executive or his estate shall be made in the same manner as other payroll obligations of the Bank.

(c) Discharge for Cause. At any time during the Term of Employment, the Bank may discharge the Executive for Cause and terminate this Agreement by delivering to the Executive a written notice of discharge. The notice of discharge shall set forth the reasons for the Executive’s termination for Cause. For purposes of this Agreement, “Cause” shall be defined as the occurrence of any of the following events:

(i) The determination by the Board of Directors that the Executive has committed an act or acts constituting (A) a felony, (B) a breach of fiduciary duty, or (C) fraud;

(ii) The determination by the Board of Directors that (A) the Executive has failed to follow the policies adopted by the Board of Directors or the board of directors of the Holding Company, other than minor technical or immaterial failures; (B) the Executive has failed to meet the duties and responsibilities inherent in Section 2 of this Agreement, other than technical or immaterial failures; or (C) the Executive has engaged in such intentional or reckless or negligent actions or omissions that would constitute unsafe or unsound banking practices.;

(iii) The determination by the Board of Directors that the Executive has committed a breach or violation of this Agreement;

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(iv) The determination by the Board of Directors that the Executive has engaged in misconduct, whether or not in the course and scope of his employment with the Bank, which shall be defined to mean indecency, dishonesty, unlawful harassment or discrimination, or use of illegal drugs; or

(v) In the event the Executive is prohibited from engaging in the business of banking by any governmental regulatory agency having jurisdiction over the Bank or is removed from any office of the Bank by or upon the order of any such agency.

For purposes of this Agreement, the Executive shall not be deemed to be in breach of this Agreement for his failure to substantially perform his duties under this Agreement where such failure results because the Executive has become disabled within the meaning of Section 6(b). In such a case, termination of the Executive shall be governed by the provisions of Section 6(b).

(d) Discharge Without Cause. At any time during the Term of Employment, the Bank shall be entitled to terminate the Executive’s employment and this Agreement “Without Cause,” by providing him with at least thirty (30) days prior written notice of termination. Any termination of this Agreement which is not for Cause, as defined above in Section 6(c), or which does not result from the death or disability of the Executive, as set forth in Sections 6(a) or 6(b), respectively, shall be deemed to be a termination Without Cause. In the event of a termination Without Cause, the Bank shall become obligated to pay the Executive the severance payment set forth in Section 4(b) or 4(c), as applicable.

(e) Additional Effects of Termination. Upon notice of termination of employment or termination, whichever is earlier, the Executive shall, automatically and without further action by any party, be deemed to have resigned from all directorships with the Bank, the Holding Company, and any of their respective subsidiaries and affiliates. Upon termination of employment, the Executive shall, automatically and without further action by any party, be deemed to have resigned from all offices and other capacities with the Bank and any of its subsidiaries and affiliates. The Executive agrees to provide any documentation confirming such resignations to the Bank immediately upon request.

7. Resignation by the Executive. Subject to the provisions of Section 10 of this Agreement, the Executive shall be entitled to terminate this Agreement by providing the Bank with a written notice of resignation at least sixty (60) days prior to the intended effective resignation date (the “Effective Resignation Date”). In lieu of having the Executive work for the Bank through the Effective Resignation Date, the Bank may terminate this Agreement immediately. Upon the Effective Resignation Date, the Executive shall be entitled to receive any Base Salary, which has been earned by him through the Effective Resignation Date or in the event of an earlier termination by the Bank, the Executive shall be entitled to receive any Base Salary, which he would have earned had he worked through the Effective Resignation Date, but only if such early termination by the Bank is not for Cause. Additionally, upon the Effective Resignation Date of the Executive’s resignation, the Executive shall be entitled to

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receive any other compensation or benefits of any kind accrued through the Effective Resignation Date, or in the event of an earlier termination by the Bank, the Executive shall be entitled to receive any other compensation or benefits of any kind that would have accrued through the Effective Resignation Date, but only if such early termination by the Bank is not for Cause.

8. Non-Disclosure and Confidentiality.

(a) The Executive acknowledges that, by the nature of his duties, he will or may have access to and become informed of confidential, proprietary, and highly sensitive information relating to the Bank and the Holding Company and which is a competitive asset of the Bank or the Holding Company and contains trade secrets of the Bank or the Holding Company, the wrongful use or disclosure of which would constitute unfair competition, including, without limitation, information pertaining to: (i) the identities of the Bank’s existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of the Bank’s existing and prospective customers or clients; (iii) financial information about the Bank and the Holding Company; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, the Bank’s employees; (vi) the identities of and pricing information about the Bank’s suppliers and vendors; (vii) training programs developed by the Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) the Bank’s and the Holding Company’s financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of the Bank and its suppliers and vendors; and (xiv) computer programs and software developed by the Bank or its consultants (“Proprietary Information”).

(b) The term Proprietary Information does not include information or know-how which: (i) is in the Executive’s possession prior to its disclosure to him by the Bank or the Holding Company (as shown by competent written evidence in the Executive’s files and records immediately prior to the time of disclosure); (ii) is available to the general public other than through any inaction or action (whether or not wrongful) on the Executive’s part; or (iii) is approved for release by written authorization of the Bank.

(c) The Executive agrees not to: (i) use, at any time, any Proprietary Information for his own benefit or for the benefit of another; or (ii) disclose, directly or indirectly, any Proprietary Information to any person who is not a current employee of the Bank or the Holding Company with a need to know of such Proprietary Information in the performance of his or her duties, at any time prior or subsequent to the termination of his employment with the Bank, except as such disclosure may be required by law. The Executive further agrees not to make copies of any Proprietary Information, except in the performance of the duties assigned to him in this Agreement.

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9. Return of Bank Property. The Executive acknowledges that all memoranda, notes, records, reports, manuals, books, papers, letters, client and customer lists, contracts, software programs, information and records, drafts of instructions, guides and manuals, and other documentation (whether in draft or final form), and other sales or financial information and aids relating to the Bank’s or the Holding Company’s business, and any and all other documents containing Proprietary Information furnished to the Executive by any representative of the Bank or Holding Company or otherwise acquired or developed by the Executive in connection with his association with the Bank and Holding Company (collectively, “Recipient Materials”) shall at all times be the property of the Bank or the Holding Company, as appropriate. Within twenty-four (24) hours of the termination of his employment with the Bank, the Executive shall return to the Bank any Recipient Materials which are in his possession, custody or control.

10. Non-Competition.

(a) The Executive acknowledges that the special relationship of trust and confidence between him, the Bank, and its clients and customers creates a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such misappropriation. The Executive further acknowledges that, at the outset of his employment with the Bank and/or throughout his employment with the Bank, the Executive will be provided with access to and informed of the Bank’s and the Holding Company’s Proprietary Information, which will enable him to benefit from the Bank’s and Holding Company’s goodwill and know-how.

(b) The Executive acknowledges that it would be inevitable in the performance of his duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with the Bank or Holding Company, or which intends to or may compete with the Bank or Holding Company, to disclose and/or use the Bank’s and Holding Company’s Proprietary Information, as well as to misappropriate the Bank’s and Holding Company’s goodwill and know-how, to or for the benefit of such other person, association, entity, or company. The Executive also acknowledges that, in exchange for the execution of the non-solicitation restriction set forth in this Section 10, he has received substantial, valuable consideration. The Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth in this Section 10.

(c) Ancillary to the enforceable promises set forth in this Agreement, as well as to protect the vital interests described in this Section 10, the Executive agrees that during the Term of Employment (the “Non-Compete Period”), the Executive will not, without the prior written consent of the Bank’s full Board of Directors, directly or indirectly, alone or for his own account, or as owner, partner, investor, member, trustee, officer, director, shareholder, employee, consultant, distributor, advisor, representative or agent of any partnership, joint venture, corporation, trust, or other business organization or entity:

(i) solicit the banking business of any current customers of the Bank;

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(ii) acquire, charter, operate or enter into any franchise or other management agreement with any financial institution;

(iii) serve as an officer, director, employee, agent or consultant to any financial institution; or

(iv) establish or operate a branch or other office of a financial institution;

for purposes of clauses (ii), (iii) and (iv) above, such limitation shall apply to any financial institution that has a main office, branch or loan production office within a one hundred (100) mile radius of the main office of the Bank.

11. Non-Solicitation of Employees. The Executive agrees that, as part of his employment with the Bank, he will become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank’s employees. The Executive agrees to maintain the confidentiality of such information. He further covenants and agrees that, for a period of eighteen (18) months subsequent to the termination of his employment with the Bank, whether such termination occurs at the insistence of himself or the Bank, he shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any other employees of the Bank, nor shall he contact or communicate with any other employees of the Bank for the purpose of inducing other employees to terminate their employment with the Bank. For purposes of this covenant, “other employees” shall refer to employees who were employed by, or doing business with, the Bank at the date of termination, or within twelve months after that date.

12. Independent Covenants. The Executive acknowledges that the covenants set forth in Sections 8, 10 and 11 are material conditions to the Bank’s willingness to execute and deliver this Agreement and to provide the Executive the compensation and benefits and other consideration provided hereunder. The Parties agree that the existence of any claim or cause of action of the Executive against the Bank or the Holding Company, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Bank or Holding Company of such covenants. The covenants contained in Sections 8, 10 and 11 will not be affected by any breach of any other provision hereof by any Party hereto. In addition, the Executive’s obligations under Sections 8, 10 and 11 shall survive the termination of this Agreement and the Executive’s employment with the Bank. The Executive’s obligations under Sections 8, 10 and 11 are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which he may have to the Bank or Holding Company under general legal or equitable principles, or other Bank or Holding Company policies.

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13. Venue. Venue for resolution of any disputes related to this Agreement shall only be proper in a court located in San Diego County.

14. Notices. All notices, requests, consents and other communications to be given or delivered hereunder or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been properly served if (a) delivered personally, (b) delivered by a recognized overnight courier service, (c) sent by certified or registered mail, return receipt requested and first class postage prepaid, or (d) sent by facsimile transmission followed by a confirmation copy delivered by recognized overnight courier service the next day. Such notices, requests, consents and other communications shall be sent to the respective Parties as follows:

If to the Bank:

Gateway Pacific Bank

3035 East 8^th Street

National City, California 91950

Attention: Alex Carolino, Sr., Chairman of the Board

If to the Executive:

Rick Mandelbaum

946 Mariposa Place

Escondido, California 92026-1123

Any Party hereto may designate a different address by providing written notice of such new address to the other Parties. Date of service of such notice shall be (i) the date such notice is personally delivered or sent by facsimile transmission (with issuance by the transmitting machine of a confirmation of a successful transmission), (ii) three business days after the date of mailing if sent by certified or registered mail or (iii) one business day after the date of delivery to the overnight courier if sent by overnight courier.

15. Severability. The Parties acknowledge that each covenant and/or provision of this Agreement shall be enforceable independently of every other covenant and/or provision. Furthermore, the Executive and the Bank acknowledge that, in the event any covenant and/or provision of this Agreement is determined to be unenforceable for any reason, the remaining covenants and/or provisions will remain effective, binding and enforceable.

16. Complete Agreement; Modification. The Parties acknowledge and agree that this Agreement constitutes the complete and entire agreement between the Parties; that each executed this Agreement based upon the express terms and provisions set forth herein; that, in accepting employment with the Bank, the Executive has not relied on any representations, oral or written, which are not set forth in this Agreement; that no previous agreement, either oral or written, shall have any effect on the terms or provisions of this Agreement; and that all previous agreements, either oral or written, are expressly superseded and revoked by

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this Agreement. The provisions hereof may not be altered, amended, modified, waived, or discharged in any way whatsoever, except by written agreement executed by the Executive and the Bank, and in the case of the Bank any such action may only be executed by the chairman of the board. No waiver shall be deemed a continuing waiver or a waiver of any subsequent breach or default, either of a similar or different nature, unless expressly so stated in writing.

17. Governing Law. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the laws of the State of California, without giving effect to the provisions thereof regarding conflict of laws.

18. Counterparts. This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

19. Prior Agreements. The Executive represents that his service as an employee of the Bank and service to the Holding Company will not violate any agreement or obligation of the Executive. The Executive further represents that he has not previously, and will not in the future, disclose to the Bank or the Holding Company any proprietary information or trade secrets belonging to any previous employer, principal or third party to which he provided consulting or other services. The Executive acknowledges that the Bank has instructed him not to disclose to it any proprietary information or trade secrets belonging to any previous employer, principal or third party to which he provided consulting services.

20. Voluntary Agreement. The Parties acknowledge that each has carefully read this agreement, that each has had an opportunity to consult with his or its attorney concerning the meaning, import and legal significance of this Agreement, that each understands its terms, that all understandings and agreements between the Executive and the Bank relating to the subjects covered in this Agreement are contained in it, and that each has entered into the Agreement voluntarily and not in reliance on any promises or representations by the other than those contained in this Agreement.

21. Restrictions Upon Funding. The Bank shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Agreement. The Executive or any successor-in-interest to the Executive shall be and remain simply a general creditor of the Bank in the same manner as any other creditor having a general unsecured claim. For purposes of the Code, the Bank intends this Agreement to be an unfunded, unsecured promise to pay on the part of the Bank. For purposes of Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Bank intends that this Agreement not be subject to ERISA. If it is deemed subject to ERISA, it is intended to be an unfunded arrangement for the benefit of a select member of management, who is a highly compensated employee of the Bank for the purpose of qualifying this Agreement for the “top hat” plan exception under sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. At no time shall the Executive have or be deemed to have any lien nor right, title or interest in or to any specific investment or to any assets of the Bank. If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of the Executive, the Executive shall assist the Bank by freely submitting to a physical examination and supplying such additional information necessary to obtain such insurance or annuities.

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22. Assignment, Parties, Third Party Beneficiaries. The Executive’s obligations under this Agreement are personal in nature and may not be assigned by the Executive, this Agreement being entered into in reliance upon and in consideration of the personal skill and qualifications of the Executive. Any attempted assignment or transfer by the Executive of his obligations hereunder shall be void. This Agreement is binding upon the Parties and their permitted successors and assigns, and conveys no rights to any other third party except that the Holding Company shall be a third party beneficiary of this Agreement.

23. Drafting Ambiguities. Each Party has or has had an opportunity to consult legal counsel, and each Party (or its legal counsel) has reviewed and revised this Agreement. The rule of construction that ambiguities are to be resolved against the drafting Party or in favor of the Party receiving a particular benefit under an agreement may not be employed in the interpretation of this Agreement or any amendment to this Agreement.

24. Interpretation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision in this Agreement. Each use herein of the masculine, neuter or feminine gender shall be deemed to include the other genders. Each use herein of the plural shall include the singular and vice versa, in each case as the context requires or as is otherwise appropriate. The word “or” is used in the inclusive sense. Any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent. References to a person are also to its permitted successors or assigns.

25. Survival. The definitions in this Agreement, and the rights and obligations contained in Sections 4, 6 and 8 - 25, shall survive any termination of employment and termination or expiration of this Agreement.

[Remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above, to be effective as of the Effective Date.

EXECUTIVE:	Signature:	/s/ F.J. “Rick” Mandelbaum
	Printed Name:	F.J. “Rick” Mandelbaum

BANK:	Gateway Pacific Bank
	By:	/s/ Alex Carolino, Sr.
	Name:	Alex Carolino, Sr.
	Title:	Chairman of the Board of Directors

HOLDING COMPANY:	Gateway Pacific Bancorp
	By:	/s/ Alex Carolino, Sr.
	Name:	Alex Carolino, Sr.
	Title:	Chairman of the Board of Directors

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EXHIBIT A

Separation Agreement and General Release of Claims

This Separation Agreement and General Release of Claims (this “Agreement”) is entered into by and between F.J. “Rick” Mandelbaum (“Employee”) on the one hand, and Gateway Pacific Bank, a California corporation (the “Bank”) and Gateway Pacific Bancorp, a California corporation (“Bancorp”), on the other hand.

RECITALS

A. Employee commenced employment with Bank on or about                         , 200_. Employee’s employment with the Bank terminated on                     ,         .

B. Employee and the Bank desire to settle and compromise any and all possible claims against the Bank by Employee arising out of their relationship to date, including Employee’s employment with the Bank and service to Bancorp, and the termination of Employee’s employment, and to provide for a general release of any and all such claims.

AGREEMENT

1. Separation Pay/Consideration. In consideration of the covenants and releases set forth herein, the Bank agrees to pay Employee the amount payable to him and the non-monetary consideration (if any) due him contingent on Employee’s execution and performance of this Agreement, pursuant to and in accordance with the Executive Employment Agreement dated                     , 2008, by and between the Bank and Employee (the “Employment Agreement”), less all applicable state and federal deductions (in each case, the “Payment”), $                 of which shall be consideration for Employee’s release of Age Discrimination in Employment Act of 1967 (“ADEA”) claims as set forth in Section 3, below; provided that no such Payment shall be made until at least eight (8) days have past since Employee’s execution of this Agreement. The check representing the Payment shall be mailed to Employee at his home address at                     .

2. Release of All Claims Except ADEA Claims.

a. In consideration of the payment and other benefits described in Section 1, which Employee would otherwise not be entitled to except for signing this Agreement, Employee does hereby unconditionally, irrevocably and absolutely release and discharge the Bank, Bancorp and any related holding, parent, sister or subsidiary entities and all of their respective boards of directors, officers, employees, agents, volunteers, attorneys, insurers, divisions, successors and assigns from any and all loss, liability, claims, demands, causes of action or suits of any type, whether in law and/or in equity, related directly or indirectly, or in any way connected with any transaction, affairs or occurrences between them to date, including, but not limited to, Employee’s employment with the Bank, the termination of said employment and Employee’s service to Bancorp. This Agreement specifically applies, without limitation, to any and all contract or tort claims, claims for wrongful termination, wage claims, and claims arising under Title VII of the Civil Rights Act of 1991, the Americans with Disabilities Act, the Equal Pay Act, the California Fair Employment and Housing Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the

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California Family Rights Act, the California Labor Code, and any and all federal or state statutes or provisions governing the employment relationship or discrimination in employment except the federal statute specifically excluded hereafter. This release specifically excludes any and all loss, liability, claims, demands, causes of action or suits of any type arising under the ADEA. Employee’s release of ADEA claims will be addressed separately in Section 3 of this Agreement.

b. Employee irrevocably and absolutely agrees that he/she will not prosecute nor allow to be prosecuted on his/her behalf, in any administrative agency, whether federal or state, or in any court, whether federal or state, any claim or demand of any type related to the matters released above, it being the intention of the parties that with the execution by Employee of this release, the Bank and any related holding, parent, sister or subsidiary corporations or entities and all of their respective boards of directors, officers, employees, agents, volunteers, attorneys, insurers, divisions, successors and assigns will be absolutely, unconditionally and forever discharged of and from all obligations to or on behalf of Employee related in any way to the matters discharged herein.

3. Release of All ADEA Claims.

a. This section of the Agreement exclusively addresses Employee’s release of claims arising under federal law involving discrimination on the basis of age in employment (age 40 and above). This section is provided separately, in compliance with federal law, including but not limited to the Older Workers’ Benefit Protection Act of 1990, to ensure that Employee clearly understands his/her rights so that any release of age discrimination claims under federal law (the ADEA) is knowing and voluntary on the part of Employee.

b. Employee represents, acknowledges and agrees that the Bank has advised him/her, in writing, to discuss this Agreement with an attorney, and to the extent, if any, that Employee has desired, Employee has done so; that the Bank has given Employee twenty-one (21) days from receipt of this Agreement to review and consider this Agreement before signing it, and Employee understands that he/she may use as much of this twenty-one (21) day period as he/she wishes prior to signing; that no promise, representation, warranty or agreements not contained herein have been made by or with anyone to cause him/her to sign this Agreement; that he/she has read this Agreement in its entirety, and fully understands and is aware of its meaning, intent, content and legal effect; and that he/she is executing this release voluntarily and free of any duress or coercion.

c. The parties acknowledge that for a period of seven (7) days following the execution of this Agreement, Employee may revoke the Agreement, and the Agreement shall not become effective or enforceable until the revocation period has expired. This Agreement shall become effective eight (8) days after it has been signed by Employee and the Bank, and in the event the parties do not sign on the same date, then this Agreement shall become effective eight (8) days after the date it is signed by Employee.

d. In consideration of the separation payment and other benefits made to Employee described in Section 1 of this Agreement, which Employee would otherwise not be entitled to except for signing this Agreement, Employee does hereby unconditionally, irrevocably and absolutely release and discharge the Bank and any related holding, parent, sister or subsidiary

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entities and all of their respective boards of directors, officers, employees, agents, volunteers, attorneys, insurers, divisions, successors and assigns from any and all loss, liability, claims, demands, causes of action or suits of any type arising under the ADEA and related directly or indirectly to Employee’s employment with the Bank and the termination of said employment.

4. Section 1542 Waiver. Employee does expressly waive all of the benefits and rights granted to him/her pursuant to California Civil Code section 1542, which reads:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OF OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Employee does certify that he/she has read all of this Agreement, including the release provisions contained herein and the quoted Civil Code section, above, and that he/she fully understands all of the same. Employee hereby expressly agrees that this Agreement shall extend and apply to all unknown, unsuspected and unanticipated injuries and damages (including, without limitation, those arising under the ADEA), as well as those injuries and damages that are now disclosed.

5. Confidentiality. Employee agrees that all matters relative to this Agreement, including the negotiations leading up to this Agreement and its terms, shall remain confidential. Accordingly, Employee hereby agrees that, with the exception of his/her spouse, regulatory agencies of the Bank and tax advisors, he/she will not discuss, disclose or reveal to any other persons, entities or organizations, whether within or outside of the Bank, the terms and conditions of this Agreement.

6. Non-Disparagement. Employee agrees that he/she will not disparage the Bank, Bancorp or any of their directors, employees, agents or volunteers or otherwise interfere with the Bank’s or Bancorp’s business, vendor or other relationships. Employee agrees not to make any derogatory or adverse statements, written or verbal, to anyone regarding the Bank, Bancorp or any of their present or former directors, employees, agents or volunteers. Each of the Bank and Bancorp agrees that neither it nor any of its officers or directors will disparage Employee or make any derogatory or adverse statements, written or verbal, to anyone regarding Employee. Nothing in this Section 6 shall prohibit or relate to any statement by any person to any bank regulatory agency.

7. Entire Agreement. The parties further declare and represent that no promise, inducement or agreement not herein expressed has been made to them and that this Agreement contains the full and entire agreement between and among the parties, and that the terms of this Agreement are contractual and not a mere recital.

8. Future Employment. Employee agrees that the Bank will not be obligated to offer employment to him/her or to hire him/her for any reason, regardless of the circumstances, at any time on or after the date of this Agreement. Employee agrees that he/she will not apply for nor accept any such employment.

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9. Trade Secret/Proprietary Information. Employee hereby reaffirms Employee’s obligations under the Employment Agreement, which shall remain in effect to the extent provided in the Employment Agreement. Employee further agrees that Employee shall not disclose to any person(s) or entity(ies) at any time or in any manner, directly or indirectly, any information relating to the operations of the Bank or Bancorp which has not already been disclosed to the general public. Employee agrees that this provision includes, but is not limited to, the following information: proprietary information and/or trade secrets; secret formulae; customer lists and/or names; product and service prices; customer charges; contracts; contract negotiations and employee relations matters. Employee understands and agrees that this list is not all-inclusive.

10. Return of Bank Property. Employee agrees to promptly return all property or information belonging to the Bank or Bancorp, including all keys, computers, cellular telephones, and any document or property Employee generated during Employee’s employment at the Bank, and agrees that no such property will be in Employee’s possession or control at the time Employee receives the consideration specified in Section 1. This includes all property or information that may have come into Employee’s possession as a result of Employee’s employment with the Bank or service to Bancorp. Employee further acknowledges that he/she has not retained any copies of any such information.

11. Applicable Law. The validity, interpretation, and performance of this Agreement shall be construed and interpreted according to the laws of the State of California.

12. Venue. Venue for resolution of any disputes related to this Agreement shall only be proper in a court located in San Diego County.

13. Complete Defense. This Agreement may be pleaded as a full and complete defense against any action, suit or proceeding which may be prosecuted, instituted or attempted by either party in breach thereof.

14. Severability. If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions, and parts thereof, of this Agreement are declared to be severable.

15. No Admission of Liability. It is understood that this Agreement is not an admission of any liability by the Bank, Bancorp or Employee.

16. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

17. Counterparts. This Agreement may be signed in counterparts. A facsimile signature shall have the same force and effect as an original signature.

Employee and the Bank and Bancorp have read the foregoing Agreement and know its contents and fully understand it. Employee and the Bank and Bancorp acknowledge that they have fully discussed this Agreement with their respective attorneys to the extent desired, or have had the opportunity to do so, and fully understand the consequences of this Agreement. No party is being influenced

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by any statement made by or on behalf of any of the other party to this Agreement. Employee and the Bank and Bancorp have relied and are relying solely upon his/her or its own judgment, belief and knowledge of the nature, extent, effect and consequences relating to this Agreement and/or upon the advice of their own legal counsel concerning the consequences of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the dates shown below.

Dated:
	Employee:	F.J. “Rick” Mandelbaum

	Gateway Pacific Bank
Dated:	By:
	Name:
	Its:

	Gateway Pacific Bancorp
Dated:	By:
	Name:
	Its:

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EX-10.11

Exhibit 10.11

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (the “Agreement”) is entered into as of the 24th day of November 2008, by and between Gateway Pacific Bancorp (the “Company”), a corporation organized under the laws of the State of California, and F.J. “Rick” Mandelbaum, an adult individual residing in the State of California (the “Consultant”).

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 formation of a proposed new bank (the “Bank”), upon the terms and conditions hereinafter set forth.

2. Term. The term of this Agreement shall be effective as of November 24, 2008, and shall terminate on the earlier of (i) July 31, 2009; (ii) the date on which the Bank opens for business following the receipt of (and satisfaction of all conditions to opening for business under): (a) its authorization to commence its banking business from the appropriate chartering authority (“Certificate of Authority”), (b) approval of its application for deposit insurance from the Federal Deposit Insurance Corporation (“FDIC”), and (c) the minimum amount of capital necessary to open the Bank for business, as determined in the sole discretion of the Bank’s board of directors; (iii) the date on which the Company advises the Consultant that it has abandoned its effort to obtain the Certificate of Authority; (iv) the death of the Consultant; (v) the Company determines, after consultations with its advisors, that the Consultant is not likely to be accepted by the relevant bank regulatory authorities as a candidate to be President of the Bank; (vi) the Company notifies the Consultant that his services are terminated in the sole discretion of the Company; or (vii) the Consultant resigns from or otherwise terminates his consultancy under this Agreement.

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 Sixteen Thousand Six-Hundred Sixty-Six Dollars and Sixty-Six Cents ($16,666.66) per month (prorated for any partial month), which shall be paid in arrears in two installments of Eight Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($8,333.33) each on the 15^th and 30^th day of each calendar month.

(b) Bonus. Within five (5) business days after signing this Agreement the Company shall pay the Consultant a bonus equal to Five Thousand Dollars ($5,000).

(c) Medical Benefits. The Company shall reimburse the Consultant, not less frequently than monthly, upon presentment of appropriate documentation the amount paid by the Consultant to continue, without interruption, family medical benefits coverage under COBRA in an amount not to exceed Eight Hundred Dollars ($800.00) per month during the term of this Agreement.

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(d) Vehicle Allowance. During the term of this Agreement, the Company shall also pay the Consultant a vehicle allowance of One Thousand Two Hundred Dollars ($1,200.00) per month.

(e) Deductions. All such compensation shall be payable without deduction for federal income, social security, or state income taxes or any other amounts. The Consultant acknowledges and agrees that the Company shall not withhold any taxes from such compensation, except as required by law. Accordingly, the Consultant shall be solely responsible for all income taxes arising out of the payment of such compensation, and the Consultant shall indemnify the Company against any and all taxes, assessments and penalties arising out of the payment of such compensation.

(f) No Severance. This Agreement may be terminated by either party, at any time. Accordingly, if this Agreement is terminated by the Consultant or by the Company, or if this Agreement terminates under Section 2, the Consultant shall be entitled to no further compensation or benefits of any kind under this Agreement.

4. Duties. The Consultant shall render services conscientiously and shall devote his full time, attention, efforts and abilities in furtherance of the organizational and business activities of the Company and the Bank, including without limitation obtaining regulatory approvals, site acquisition and development activities, personnel matters and capital raising activities, and such other tasks and responsibilities that are consistent with that of a the Consultant engaged to assist in the formation or acquisition of a proposed bank, as the Company’s board of directors/organizers or a committee thereof shall assign from time to time. These services shall be performed 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 or a committee thereof. The Company will supply the Consultant with an office, Company-owned computer, and such other supplies and materials as the Company deems reasonably necessary for the Consultant to comply with his duties under this Section 4. The Consultant may not, without the prior written consent of the Company, render services directly or indirectly, of a business or commercial nature, to any other person or organization during the term of this Agreement.

5. Expenses. The Consultant shall be reimbursed by the Company for all reasonable business expenses paid by the Consultant during the performance of his services hereunder; provided however, that any such reimbursement of any single expenditure in excess of One Thousand Dollars ($1,000.00) or of an aggregate amount in excess of Two Thousand Five Hundred Dollars ($2,500.00) in any month shall require the prior written approval of the Company’s board of directors, a committee thereof or the chairman of the board or his designee. The Company’s obligation to reimburse the Consultant pursuant to this section shall be subject to the presentation to the Company’s board of directors, a committee thereof, or the chairman or his designee 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 the Consultant is acting as an independent contractor in performing services hereunder. The Company shall have no obligation to carry worker’s compensation insurance or any health or accident insurance to cover the Consultant. The Company shall have no obligation to pay any contributions to social security, unemployment insurance, federal or state withholding taxes, nor to provide any other contributions or benefits which might be expected in an employer-employee relationship.

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7. Covenant Not to Compete. The Consultant hereby acknowledges and recognizes the highly competitive nature of the Bank’s business and accordingly agrees that, during and for the period commencing with the date hereof and ending on the termination of this Agreement, the Consultant will not directly or indirectly:

(a) engage in any business activity related to the business of banking or financial services, or the formation of any entity for the purpose of engaging in such a business (other than on behalf of the Company to the extent that the Consultant is then in the employ of or consulting for the Company), whether such engagement is as an officer, director, proprietor, employee, partner, member, investor (other than as a passive investor in less than one percent (1%) of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or other participant in another business,

(b) assist others in engaging in any of the business activities prohibited to the Consultant under clause (a) above, or

(c) induce employees or consultants of the Company or any proposed employees or consultants of the Bank to engage in any activities hereby prohibited to the Consultant or to terminate their employment or consulting services (prospective or otherwise).

8. No Disclosure of Confidential Information. The Consultant acknowledges that the Company’s trade secrets and private processes, as they may exist from time to time, and confidential information concerning the formation and development of the Bank, the Bank’s planned products, technical information regarding the Bank, and data concerning potential customers of and investors in the Bank are valuable, special, and unique assets to which the Company and the Bank have an interest, access to and knowledge of which assets are essential to the performance of the Consultant’s duties under this Agreement. In light of the highly competitive nature of the industry in which the business of the Company and the Bank is conducted, the Consultant further agrees that all knowledge and information described in the preceding sentence not in the public domain and heretofore or in the future obtained by the Consultant as a result of his engagement by the Company shall be considered confidential information. In recognition of this fact, the Consultant agrees that the Consultant will not, during or after the term of this Agreement or thereafter, disclose any of such secrets, processes, or information to any person or other entity for any reason or purpose whatsoever, except as necessary in the performance of the Consultant’s duties as a consultant to the Company and then only upon such person or entity entering into a written confidentiality agreement in such form and content as requested by the Company from time to time, nor shall the Consultant make use of any of such secrets, processes or information for the Consultant’s own purposes or for the benefit of any person or other entity (except the Company and its subsidiaries, if any) under any circumstances during or after the term of this Agreement.

9. Return of Property. The Consultant acknowledges that all memoranda, notes, records, reports, manuals, books, papers, letters, client and customer lists, contracts, software programs, information and records, drafts of instructions, guides and manuals, and other documentation (whether in draft or final form), and other sales or financial information and aids relating to the Company’s or the Bank’s business, and any and all other documents containing confidential information furnished to the Consultant by any

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representative of the Company or otherwise acquired or developed by the Consultant in connection with his duties under this Agreement (collectively, “Recipient Materials”) shall at all times be the property of the Company or the Bank, as applicable. Within three calendar days of the termination of this Agreement, the Consultant shall return to the Company or the Bank, as applicable, any Recipient Materials that are in his possession, custody or control.

10. Employment Agreement. Provided this Agreement is not previously terminated, the Consultant agrees to enter into an employment agreement with the Bank in form satisfactory to the Consultant and the Bank in their reasonable discretion, subject to the review, modification and approval of the Bank’s primary regulators, which employment agreement shall be effective as of the date on which the Bank opens for business, subject to and following the receipt of (and satisfaction of all conditions to opening for business under) its Certificate of Authority and approval of its application for deposit insurance from the FDIC. Notwithstanding anything herein to the contrary, until such employment agreement is approved by the appropriate government regulators, and such employment agreement is duly executed by the Bank and the Consultant, the employment agreement shall be of no force and effect.

11. Assignment. The Consultant’s obligations under this Agreement are personal in nature and may not be assigned by the Consultant, this Agreement being entered into in reliance upon and in consideration of the personal skill and qualifications of the Consultant. Any attempted assignment or transfer by the Consultant of his obligations hereunder shall be void.

12. Notice. All notices and other communications required or permitted to be given or delivered hereunder or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been properly given if (a) delivered personally, (b) delivered by a recognized overnight courier service, (c) sent by United States mail, or (d) sent by facsimile transmission followed by a confirmation copy delivered by recognized overnight courier service the next day. Such notices, requests, consents and other communications shall be sent to the respective parties as follows (or at such other address for a party as shall be specified by like notice to the other party):

If to the Company:

3035 East 8^th Street

National City, California 91950

Attention: Alex Carolino, Sr., Chairman of the Board

If to the Consultant:

Rick Mandelbaum

946 Mariposa Place

Escondido, CA. 92026-1123

Any party hereto may designate a different address by providing written notice of such new address to the other parties. Date of service of such notice shall be (i) the date such notice is personally delivered or sent by facsimile transmission (with issuance by the transmitting machine of a confirmation of a successful transmission), (ii) three business days after the date of mailing if sent by certified or registered mail or (iii) one business day after the date of delivery to the overnight courier if sent by overnight courier.

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13. Waiver of Breach. The waiver by either party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

14. Complete Agreement; Modification. The parties acknowledge and agree that this Agreement constitutes the complete and entire agreement between the parties; that each executed this Agreement based upon the express terms and provisions set forth herein; that, in entering into this consulting arrangement with the Company, the Consultant has not relied on any representations, oral or written, which are not set forth in this Agreement; that no previous agreement, either oral or written, shall have any effect on the terms or provisions of this Agreement; and that all previous agreements, either oral or written, are expressly superseded and revoked by this Agreement. The provisions hereof may not be altered, amended, modified, waived, or discharged in any way whatsoever, except by written agreement executed by the Consultant and the Company. No waiver shall be deemed a continuing waiver or a waiver of any subsequent breach or default, either of a similar or different nature, unless expressly so stated in writing.

15. Prior Agreements. The Consultant represents and warrants that his service as a consultant to the Company and his future service to the Bank, as third party beneficiary of this provision, will not violate any agreement or obligation of the Consultant. The Consultant further represents that he has not previously, and will not in the future, disclose to the Company or the Bank any proprietary information or trade secrets belonging to any previous employer, principal or third party to which he provided consulting or other services. The Consultant acknowledges that the Company has instructed him not to disclose to it or the Bank any proprietary information or trade secrets belonging to any previous employer, principal or third party to which he provided consulting services.

16. Voluntary Agreement. The parties acknowledge that each has carefully read this agreement, that each has had an opportunity to consult with his or its attorney concerning the meaning, import and legal significance of this Agreement, that each understands its terms, that all understandings and agreements between the Consultant and the Company relating to the subjects covered in this Agreement are contained in it, and that each has entered into the Agreement voluntarily and not in reliance on any promises or representations by the other than those contained in this Agreement.

17. Successors, Binding Agreement. Subject to the restrictions on assignment contained herein, this Agreement shall inure to the benefit, and be enforceable by, the parties and their respective successors and assigns.

18. Severability. The parties acknowledge that each covenant and/or provision of this Agreement shall be enforceable independently of every other covenant and/or provision. Furthermore, the Consultant and the Company acknowledge that, in the event any covenant and/or provision of this Agreement is determined to be unenforceable for any reason, the remaining covenants and/or provisions will remain effective, binding and enforceable.

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19. Governing Law and Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the laws of the State of California, without giving effect to provision thereof regarding conflict of laws. Venue for resolution of any dispute under this Agreement shall only be proper in a court located in San Diego County.

20. Survival. Upon termination of this Agreement, all obligations and rights of the parties under this Agreement shall cease except for those set forth in Sections 3(f), 8, 9, 10, 12 through 15, and 18 through 23, which shall survive indefinitely.

21. Interpretation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision in this Agreement. Each use herein of the masculine, neuter or feminine gender shall be deemed to include the other genders. Each use herein of the plural shall include the singular and vice versa, in each case as the context requires or as is otherwise appropriate. The word “or” is used in the inclusive sense. Any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent. References to a person are also to its permitted successors or assigns.

22. Drafting Ambiguities. Each party has or has had an opportunity to consult legal counsel, and each party (or its legal counsel) has reviewed and revised this Agreement. The rule of construction that ambiguities are to be resolved against the drafting party or in favor of the party receiving a particular benefit under an agreement may not be employed in the interpretation of this Agreement or any amendment to this Agreement.

23. Counterparts. This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

THE CONSULTANT
Signature:	/s/ F.J. “Rick” Mandelbaum
Printed Name:	F.J. “Rick” Mandelbaum

GATEWAY PACIFIC BANCORP
By:	/s/ Alex Carolino, Sr.
Name:	Alex Carolino, Sr.
Title:	Chairman

[Signature page to Consulting Agreement]

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EX-10.12

Exhibit 10.12

Retention Bonus Arrangement

On July 31, 2008, Gateway Pacific Bancorp agreed to pay its Chief Financial Officer, Kirk S. Colburn, a retention bonus equal to two months of Mr. Colburn’s salary (approximately $11,875/month or $23,750), to be paid in two installments.

The first payment ($11,875) was due upon the approval of a $1.0 million line of credit for Gateway Pacific Bancorp, which was approved in September 2008. The first retention bonus payment was paid by Gateway Pacific Bancorp to Mr. Colburn on October 7, 2008.

The second payment ($11,875) will be due upon the commencement of banking operations by Gateway Pacific Bank, a wholly-owned subsidiary of Gateway Pacific Bancorp.

Neither of these bonus payments have a contingent requirement that would require Mr. Colburn to repay Gateway Pacific Bancorp under any circumstances.

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion of our Independent Auditors’ Report dated May 7, 2008 regarding the balance sheets of Gateway Pacific Bancorp (In Organization) as of December 31, 2007 and 2006, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the two years ended December 31, 2007, in the Registration Statement (Pre-Effective Amendment No. 1 to Form S-1) and Prospectus, and to the use of our name as it appears under the caption “experts.”

/s/ Vavrinek, Trine, Day & Co., LLP

Laguna Hills, California

January 8, 2009

EX-99.1

Exhibit 99.1

APPLICATION FOR SUBSCRIPTION

FOR THE COMMON STOCK OF

GATEWAY PACIFIC BANCORP

ORIGINAL STOCK ISSUE: 1,550,000 to 1,937,500 shares of common stock, no par value (the “Common Stock”), of Gateway Pacific Bancorp (the “Company”), to be subscribed for and issued at $10.00 per share (the “Offering”).

The undersigned, having received and read in its entirety the Company’s Prospectus dated July __, 2008, and all supplements and amendments thereof if any (the “Prospectus”), hereby offers to purchase up to ____________ shares of the Common Stock at a subscription price of $10.00 per share. (For more information regarding the Common Stock, please refer to the Prospectus.)

The Company will determine in its sole discretion whether to accept this Application for Subscription for Common Stock (this “Application”) for all or any portion of the shares applied for or whether to reject this Application in its entirety. In the event that the Company rejects all or a portion of the requested subscription offer, Pacific Coast Bankers’ Bank, as the Company’s impound agent for the Offering (the “Impound Agent”), will refund to the subscriber all, or the appropriate portion of, the amount remitted with this Application. The Company, in its sole discretion, will decide which subscription offers (or portions thereof) to accept, and all appropriate refunds will be mailed, no later than two weeks following the Offering Expiration Date (as defined below).

IMPORTANT: TWO COPIES OF THIS APPLICATION, COMPLETED, SIGNED AND ACCOMPANIED BY A COMPLETED FORM W-9 AND PAYMENT IN FULL FOR ALL SHARES SUBSCRIBED FOR, MUST BE RECEIVED BY THE IMPOUND AGENT BY                  P.M., PACIFIC TIME, ON OR BEFORE                 , 2008 (SUBJECT TO EARLIER TERMINATION OR EXTENSION BY THE COMPANY) (the “Offering Expiration Date”). WE URGE YOU TO REMIT PROMPTLY, SINCE THE OFFERING MAY CLOSE PRIOR TO THE EXPIRATION DATE.

PLEASE MAIL TWO COPIES OF THIS APPLICATION FOR SUBSCRIPTION TO THE IMPOUND AGENT AT: GATEWAY PACIFIC BANCORP, C/O PACIFIC COAST BANKERS’ BANK, 340 PINE STREET, SUITE 401, SAN FRANCISCO, CALIFORNIA 94104, ATTN: IMPOUND ACCOUNT. The Impound Agent will forward one copy to the Company and retain one copy. Payment may only be made (a) by check or funds payable to “Pacific Coast Bankers’ Bank for the benefit of Gateway Pacific Bancorp, Impound Account” or (b) by wire transfer of funds to the impound account maintained by and at the offices of the Impound Agent for the purpose of accepting subscriptions, ABA No. 121042484, Attention: Pac Cst Bkers BK SF, Credit To: Gateway Pacific Bancorp, Further Credit: Investor Name/Registration, Account Number __________. The subscription price will be deemed to have been received by the Impound Agent only upon receipt of collected funds, in the full amount of the subscription price, into the Impound Account designated above. If paying by uncertified personal check, please note that the funds paid thereby may take at least five (5) business days to clear. Accordingly, if you wish to pay the subscription price by means of uncertified personal check, please make your payment sufficiently in advance of the Offering Expiration Date to ensure that such payment is received and clears by such time. We urge you to consider payment by means of certified or cashier’s check, money order or wire transfer of funds. If sending this Application by mail, we recommend that you do so by registered mail, properly insured, with return receipt requested.

These securities are not deposits and are not insured by the Federal Deposit Insurance Corporation and are subject to loss, including loss of principal.

By executing this Application, each of the undersigned hereby acknowledges and agrees to all of the terms and conditions set forth in the Prospectus as well as all of the following terms and conditions:

1. The funds received by the Impound Agent from the undersigned and deposited in the Impound Account described in the Prospectus (the “Impound Account”) may be invested in short-term certificates of deposit issued by the Impound Agent, without any liability by the Company to the undersigned. It is further agreed that any profits from such investments will accrue to and be the property of the Company, except as otherwise indicated herein.

2. If this subscription offer, or any part thereof, is rejected by the Company, the Company will return to the undersigned a portion of this payment (net of any losses since investment) equal to the excess of the amount required in payment for the shares of Common Stock allotted to the undersigned.

3. It is understood that if for any reason the Company cancels the offering, its subsidiary bank does not open for business or does not receive final approval from the Commissioner of the Department of Financial Institutions to commence operations, all subscriptions will be canceled and all subscription funds will be returned to the subscribers pro rata after crediting any interest realized from investing such subscription funds (from the date on which such funds are deposited into the Impound Account until the date such funds are returned) and debiting any losses without any further liability on the part of the Company.

4. The offer to purchase shares of the Common Stock is irrevocable.

5. Each of the undersigned acknowledges that Pacific Coast Bankers’ Bank is acting solely as the Impound Agent in connection with the Offering and makes no recommendation with respect thereto. The Impound Agent has made no investigation regarding the Offering or any person or entity involved in the Offering.

6. Certificates for the Common Stock purchased by the undersigned shall be registered as listed below. If certificates are to be issued in more than one name, please specify whether ownership is to be as tenants in common, joint tenants, etc. If certificates are to be issued in the name of one person for the benefit of another, please indicate whether registration should be as trustee or custodian for such person.

PLEASE PRINT OR TYPE EXACT NAME(S) THE CERTIFICATES SHOULD BE ISSUED IN:

TOTAL NUMBER OF SHARES OF COMMON STOCK SUBSCRIBED FOR: __________________

Full Name of each Subscriber (please print or type)

Address to which certificates should be mailed

City, State and Zip

Daytime Telephone Number

Social Security Number Taxpayer Identification Number (if applicable)

If certificates are to be held jointly by more than one owner, all joint owners should sign this Application below. Each of the undersigned has executed this Application and returned two hereof to the Impound Agent at the address set forth above, accompanied by payment in full in the manner set forth above. Each of the undersigned understands that all information submitted on this Application will be treated confidentially.

Dated: ______________, 2008

(Subscriber’s Signature)

(Subscriber’s Signature)

PLEASE RETURN THE TOP TWO COPIES OF THIS APPLICATION TO THE IMPOUND AGENT AND RETAIN THE BOTTOM COPY FOR YOUR RECORDS

COVER

Del Mar Gateway 11988 El Camino Real Suite 200 San Diego, CA 92130-2594 858.720.6300 858.720.6306 fax www.luce.com

January 14, 2009

Mr. Christian Windsor, Special Counsel

Division of Corporation Finance

U. S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-4561

Re: Gateway Pacific Bancorp

Registration Statement on Form S-1

Filed on July 23, 2008

File No. 333-152488

Dear Mr. Windsor:

We have reviewed your comment letter dated August 15, 2008 and are responding to your comments to the Form S-1 Registration Statement of Gateway Pacific Bancorp (the “Company”). We expect to file Pre-Effective Amendment No. 1 to such registration statement (“Amended S-1”) via EDGAR on January 15, 2009, in response to your comments. The following is a response to each of your comments (in the order of your comments) and a discussion of changes that were made and their location in the Amended S-1. One clean and two marked courtesy copies of the Amended S-1 are enclosed. All references to page numbers herein refer to the marked copies of the Amended S-1 unless otherwise stated.

Form S-1

General

1. Comment:

Please note the updating requirements of Rule 3-12 of Regulation S-X.

Response:

The Company acknowledges the updating requirements of Rule 3-12 of Regulation S-X, which in part requires that if the date of the financial statements are more than 135 days before the date the filing is expected to become effective, then the financial statements must be updated. We have updated the financial statements in the Amended S-1 as of November 30, 2008, which you can see throughout the Amended S-1, and more specifically on pages F-9 and F-10 of the Amended S-1.

Mr. Christian Windsor

January 14, 2009

Page 2

2. Comment:

Please disclose whether the organizers, directors and executive officers engaging in the offering intend to rely on the safe harbor from the broker-dealer registration afforded by Exchange Act Rule 3a4-1. Also, if you intend to rely on Rule 3a4-1, please provide your analysis supporting reliance on the rule by your officers and directors.

Response:

The organizers, directors and executive officers engaging in the offering intend to rely on the safe harbor from the broker-dealer registration afforded by Exchange Act Rule 3a4-1. Rule 3a4-1 provides a limited safe-harbor from registration as a broker-dealer for persons who would otherwise be required to register under Section 15(a)(1) of the Exchange Act if such person meets the following requirements: (i) they are associated with the issuer; (ii) they are not subject to a statutory disqualification, as defined in Section 3(a)(39) of the Exchange Act; (iii) they are not compensated in connection with their participation by the payment of commission or other remuneration based either directly or indirectly on transactions in securities; (iv) they are not at the time of their participation an associated person of a broker or dealer; and (v) they fit into one of the categories of Rule 3a4-1(a)(4). An “Associated Person” eligible for the safe harbor is, among other things, a natural person who is a partner, officer, director, or employee of the issuer. The organizers, directors, and executive officers of the Company engaging in the offering are all natural people who are either an officer, director or employee of the Company and therefore associated with the issuer. None of the organizers, directors or executive officers of the Company engaging in the offering are subject to a statutory disqualification, as defined in Section 3(a)(39) of the Exchange Act. None of the organizers, directors or executive officers of the Company engaging in the offering are compensated in connection with their participation by the payment of commission or other remuneration based either directly or indirectly on transactions in securities. None of the organizers, directors or executive officers of the Company engaging in the offering are associated persons of a broker or dealer. All of the organizers, directors and executive officers of the Company engaging in the offering meet the following conditions, which qualifies them under Rule 3a4-1(a)(4)(ii): (a) they primarily perform, or intend primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and (b) were not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months; and (c) have not participated in selling an offering of securities for any issuer more than once in the last 12 months other than in reliance on paragraph (a)4(i) or (a)4(iii) of Rule 3a4-1, except that for securities issued pursuant to rule 415 under the Securities Act of 1933.

Mr. Christian Windsor

January 14, 2009

Page 3

Calculation of Registration Fee

3. Comment:

Please include footnote disclosure which references the provision of Rule 457 relied upon in calculating the registration fee. Refer to the Note to Calculation or Registration Fee of Form S-1.

Response:

A footnote disclosure referencing the provision of Rule 457 relied upon in calculating the registration fee, which was Rule 457(o), has been added to the first page of the Amended S-1.

Prospectus Cover Page

4. Comment:

Revise this section to indicate the latest date that the offering can be extended.

Response:

The Prospectus Cover Page has been revised to indicate the latest date that the offering can be extended, which will be 90 days after the registration statement is declared effective, as indicated on the cover page of the Amended S-1.

5. Comment:

Revise to discuss the requirements to break escrow and clarify that, if you cannot break escrow, investors funds will be returned promptly.

Response:

The Prospectus Cover Page has been revised to discuss the requirements to break escrow and to clarify that, if the Company cannot break escrow, investors’ funds will be returned promptly, as indicated on the cover page of the Amended S-1.

Mr. Christian Windsor

January 14, 2009

Page 4

6. Comment:

Please confirm that the company will not use the prospectus before the effective date of the registration statement, or, in the alternative, please revise to include an appropriate “subject to completion” legend on the cover page of the prospectus. Refer to Item 501(b)(10) of Regulation S-K.

Response:

The Company confirms that it will not use the prospectus before the effective date of the registration statement.

7. Comment:

Please include a legend on the cover page emphasizing that the securities being offered are not insured by the Federal Deposit Insurance Corporation, or any other government agency.

Response:

A legend has been included on the cover page of the Amended S-1 emphasizing that the securities being offered are not insured by the Federal Insurance Corporation, or any other government agency.

Prospectus Summary

8. Comment:

Revise the first bullet point under “We expect our Bank to be successful for several reasons” to clarify that the bank will not be the only banking institution located in National City.

Response:

The first bullet point under “We expect our Bank to be successful for several reasons” has been clarified on page 1 of the Amended S-1 to clarify that the bank will not be the only banking institution located in National City.

Mr. Christian Windsor

January 14, 2009

Page 5

Risk Factors

General

9. Comment:

Either delete the sentence about “additional risks and uncertainties,” or expand that concept into a separate risk factor.

Response:

The sentence about “additional risks and uncertainties” has been deleted as indicated on page 3 of the Amended S-1.

10. Comment:

The purpose of the risk factors section is to discuss the most significant factors that may investment in the company speculative or risky. It is not intended to be a place for the company to offer assurance or to state its inability to offer assurance. However, you make several references to the company’s inability to offer assurance. For example, you state that you cannot guarantee that the offering price reflects a proper valuation of the common stock being offered. Instead of stating the company’s inability to offer assurance, please revise the disclosure to merely state the material risks posed by the uncertainties addressed.

Response:

The risk factors on pages 3-8 of the Amended S-1 have been revised to merely state the material risks posed by the uncertainties addressed and not to state the Company’s inability to offer assurances.

Handling of Stock Subscription Funds, page 12

11. Comment:

Revise to disclose the terms that would permit you to access the funds deposited with Pacific Coast Bankers Bank. In particular, please clarify the terms that would permit the organizers to begin using the subscription funds to pay for expenses. Furthermore, please clarify that any refund of funds will be done promptly.

Mr. Christian Windsor

January 14, 2009

Page 6

Response:

The terms that would permit the Company to access the funds deposited with Pacific Coast Bankers Bank have been revised on page 9 of the Amended S-1 to clarify the terms that would permit the organizers to begin using the subscription funds to pay for expenses and that any refund of funds will be done promptly.

12. Comment:

Revise your disclosure to clarify what you mean by “the bank does not open for business.” Please specify whether investors will receive their whole subscription amounts in the event that regulatory approvals have been received, the minimum offering amount is raised but the bank does not commence operations. Also, please clarify if there is any time limit in which the bank must commence operations.

Response:

The disclosure “the bank does not open for business” has been clarified on page 9 of the Amended S-1 as the bank not commencing banking operations. A disclosure that investors will receive their whole subscription amounts in the event that regulatory approvals have been received and the minimum offering amounts is raised, but the bank does not commence operations has been added on page 9 of the Amended S-1. A disclosure of the time limit in which the bank must commence operations, has been added on page 9 of the Amended S-1.

Our Business

13. Comment:

Revise your disclosure to clarify, if true, that Gateway Pacific does not have a contractual right to any piece of property for its headquarters/branch site. We note the disclosure on page F-9.

Response:

The disclosure has been revised to clarify that the Company does not have a contractual right to any price of property for its headquarters/branch site on page 11 of the Amended S-1.

Mr. Christian Windsor

January 14, 2009

Page 7

Proposed Banking Services, page 17

14. Comment:

This section discloses that the bank will not engage in subprime single-family residential lending. Please also disclose whether the bank will make Alt-A or other low-documentation type loans.

Response:

This section has been revised to disclose that the bank will not make Alt-A or other low-documentation type loans on page 13 of the Amended S-1.

Supervision and Regulation, page 22

15. Comment:

In the preamble to this section, you qualify your discussion of the applicable statutes and regulations in its entirety by referencing the specific statutes and regulations. It is inappropriate to disclaim responsibility to provide an accurate summary. Please remove the qualifying language.

Response:

The qualifying language that the discussion is qualified in its entirety by reference to such statutes and regulations has been removed on page 17 of the Amended S-1. We have retained the language about the summary not purporting to be complete because we do not believe that any summary, can purport to be as complete as a complete statute, but we have added language that the summary includes the material terms.

Item 15. Recent Sales of Unregistered Securities, page II-2

16. Comment:

This section discloses that you commenced a common stock offering pursuant to Section 4(2) of the Securities Act of 1933 on or about July 10, 2008. Note B to the financial statements, however, suggests that the offering has not yet been completed. Please advise the staff as to whether the offering was completed prior to the filing of the registration statement on Form S-1. If it was not, please provide an analysis as to why the earlier offering should not be integrated with the current offering.

Mr. Christian Windsor

January 14, 2009

Page 8

Response:

The common stock offering commenced in May of 2008, pursuant to Section 4(2) of the Securities Act of 1933, as amended, was completed prior to the filing of the registration statement on Form S-1. Note B to the financial statements was written as of December 31, 2007, which was prior to the July 10, 2008 completion of the offering. Although the offering was completed by the time the financial statements were filed with the original registration statement, they speak as of a date prior to the completion of the offering.

Item 17. Undertakings, page II-3

17. Comment:

Please include the full undertaking contemplated by Item 512(h) of Regulation S-K. We note your disclosure on page 54.

Response:

The full undertaking contemplated by Item 512(h) of Regulation S-K has been added on page II-3 of the Amended S-1.

18. Comment:

Please revise Item 17 to properly reflect that certain undertakings are applicable to the offering being registered rather than stating that the item is “not applicable.”

Response:

Item 17 has been revised to properly reflect that certain undertakings are applicable to the offering being registered rather than stating that the item is “not applicable”, as disclosed on page II-3 of the Amended S-1.

Mr. Christian Windsor

January 14, 2009

Page 9

Exhibits

General

19. Comment:

We may have comments with respect to the legality opinion and other exhibits to be filed. Therefore, please file them as soon as possible.

Response:

We understand that you may have comments with respect to the legality opinion and other exhibits to be filed and have filed them with the Amended S-1.

Exhibit 3.1 and 3.2

20. Comment:

Please confirm that the bylaws have not been amended or, if amended, please file them. Refer to Item 601(b)(3)(ii) of Regulation S-K.

Response:

The Company confirms that the bylaws have not been amended.

The Company would like to have the registration statement declared effective as soon as possible, so that the Company can begin raising funds and capitalize its proposed bank for its scheduled opening. We further would appreciate your earliest review of the Amended S-1 and your communication by telephone of the earliest time when we may file an acceleration request.

I can be reached by e-mail at censz@luce.com or by telephone at 858.720.6361. In my absence, please contact Kurt Kicklighter at kicklighter@luce.com, or telephone at 619.699.2526.

Respectfully submitted,

/s/ Chad R. Ensz

Chad R. Ensz

for

Luce, Forward, Hamilton & Scripps LLP

Enclosure