Thank you again for our contract with you. We are most pleased to be professionally representing you on this critical acquisition. As we all know, time is of the essence and we look forward to aiding you in bringing about an early favorable resolve from the Bank Board on this acquisition.

Enclosed is your copy of our signed contract.

Highest personal regards and, again, my appreciation.

Sincerely

Donald I. Hovde
President

CONSULTING AGREEMENT

THIS AGREEMENT made and entered into at Washington, D.C. as of the 3rd day of January, 1989, by and between HOVDE FINANCIAL, INC., a Virginia corporation ("Hovde"), and LINCOLN ACQUISITION CORPORATION, a California corporation, with offices at 550 No. Brand Bl., Ste 700, Glendale, CA 91203 "Company").

(the

WITNESS ETH:

WHEREAS, Hovde is engaged in the business of providing consulting and advisory services in the savings and loan industry; and

WHEREAS, The Company desires to engage Hovde as a consultant and advisor to represent the Company in the acquisition of Lincoln Savings and Loan Association, a California statechartered savings and loan association ("Lincoln Savings") from American Continental Corporation, an Ohio corporation, and First Lincoln Financial Corporation, a California corporation (the latter two parties are hereinafter collectively the "Seller"), which transaction (the "Capital Transaction") is currently planned to take the form of the purchase from the seller of all of Lincoln Savings' equity shares, and Hovde desires to accept such engagement upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

1. Engagement. The Company hereby engages Hovde as a consultant and advisor to represent the Company in the Capital Transaction, and Hovde hereby accepts said engagement upon the terms and conditions herein contained.

2. Term. The term of Hovde's engagement by the Company hereunder (the "Term") shall commence on the date hereof (the "Commencement Date") and will continue until the Company has either acquired Lincoln Savings, or has cancelled on a permanent basis its planned acquisition of Lincoln Savings.

3.

Duties. Throughout the term of the engagement by the Company hereunder, Hovde shall perform the duties described in Paragraph 1 above as shall reasonably be requested from time to

1

time by the Company. Hovde agrees to perform its duties in a careful and thorough manner consistent with good business practice. Hovde shall determine the manner in which it shall perform its services on behalf of the Company and, in all respects, Hovde shall be an independent contractor with respect thereto.

4.

Compensation. The Company agrees to pay to Hovde, as compensation for all services to be performed by Hovde hereunder, compensation as follows:

(a) Initial Retainer. Concurrently with the execution hereof, the Company shall pay to Hovde an amount equal to One Hundred Thousand and No/100 Dollars ($100,000.00), as the non-refundable initial retainer payment (the "Initial Retainer"). Hovde acknowledges receipt of the Initial Retainer;

(b) Completion Commission. If the Company is successful in acquiring Lincoln Savings (whether during the Term or thereafter), then the Company shall pay to Hovde a commission of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00). Such commission shall be payable upon the closing of the Company's acquisition of Lincoln Savings; and

(c)

Expenses. The Company agrees to reimburse
Hovde (per voucher submitted) for all out-of-pocket
fees, costs and expenses of every kind whatsoever
including, without limitation, travel and entertainment
expenses, which are sustained or incurred by Hovde in
the course of performing its specific duties for the
Company hereunder. Such reimbursement for non-travel
related expenses (travel related means such items as
airfare, hotel, taxi and rental car expenses) shall be
limited to $1,000 per calendar quarter, and

reimbursement of any non-travel related expenses and
fees in excess of the aforesaid amount shall be
subject to the approval of the Company, authorization
of which shall not be unreasonably withheld.

5. Indemnification. The Company agrees to indemnify and hold harmless Hovde and its affiliates (and the directors, officers, employees and controlling persons of Hovde and its affiliates) to the full extent lawful against any and all claims, damages, losses, liabilities and expenses as incurred (including all reasonable fees and reimbursements of Hovde's and such other persons' counsel and all Hovde's and such other persons' reasonable travel and other out-of-pocket expenses incurred in connection with the investigation of and preparation for any such pending or threatened claims and any litigation or other proceedings arising therefrom) arising out of the actual or

2

proposed Capital Transaction or Hovde's engagement hereunder; provided, however, there shall be excluded from such

indemnification any such claim, damage, loss, liability or expenses that arises primarily out of, or is based primarily upon, any action or failure to act by Hovde, other than an action or failure to act undertaken at the request of, or with the consent of the Company, that is found in final judicial determination to have constituted wilful misconduct or gross negligence on the part of Hovde.

If the foregoing indemnification or reimbursement were for any reason not available with respect to any matter (other than by reason of the provision in the prior paragraph), the Company and Hovde agree to contribute to the settlement, damage, loss, liability or expenses for which indemnification or reimbursement is not available in such proportion so as to reflect the relative benefits to the Company, on the one hand, and Hovde, on the other hand, the relative fault of the Company and Hovde, as well as any relevant equitable considerations. It is agreed that the appropriate measure of the relative benefits shall be determined on the basis of the proportion that Hovde's fee payable hereunder bears to the Aggregate Consideration payable, in each case, in the actual or proposed Capital Transaction.

6. Responsibilities of Company. During the term of this Agreement, the Company shall provide Hovde with all publicly available information regarding the Company, financial or otherwise, necessary to familiarize Hovde with the business and operations of the Company, and will update such information promptly and accurately; and promptly advise Hovde of any material transactions which may have an effect on the operation, prospects or condition of the Company. The Company will perform or cause to be performed all due diligence analysis and investigations of the proposed Capital Transaction (including all appraisals), and the Company acknowledges and agrees that Hovde has no obligations with respect to such analysis and investigations.

7. Relationship of the Parties. Nothing herein contained shall be deemed to constitute Hovde an employee of the Company. Hovde acknowledges that it shall have no authority to bind the Company to any contractual obligation whatsoever.

8. Section Headings. The section headings hereof have been inserted for convenience of reference only, are not a part of this Agreement, and this Agreement shall not be construed by reference to such section headings.

9. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof, and all prior negotiations, agreements and understandings are merged herein. This Agreement may not be