EXHIBIT
      10.19


    EMPLOYMENT
      AGREEMENT

     

    Soo
      Bong Min

     

     

    THIS
      EMPLOYMENT AGREEMENT is made effective upon June 1, 2006, and is made by and
      between Wilshire State Bank (hereinafter sometimes referred to as “Bank”) and
      Soo Bong Min (hereinafter sometimes referred to as “Min”), as
      follows:

    

      
         

        1.         Employment.
          Bank
          currently employs Min as President and Chief Executive Officer pursuant
          to a
          written employment agreement effective June 1, 2003. Min and the Bank wish
          to
          amend the terms and conditions of Min’s employment by the Bank upon the terms
          and conditions hereinafter set forth. Therefore, this employment agreement
          is
          intended to supersede and replace entirely, all prior oral or written agreements
          between Min and the Bank.

         

        2.         Duties.
          Min
          shall continue to perform the duties of President and Chief Executive Officer
          of
          the Bank, subject to the powers vested by law in the Board of Directors
          of the
          Bank and in the Bank’s shareholders. During the term of this Employment
          Agreement, Min shall perform his duties faithfully, diligently and to the
          best
          of his ability, consistent with the highest and best standards of the banking
          industry and in compliance with all applicable laws and the Bank’s articles of
          Incorporation and Bylaws. Min shall devote his full time and efforts to
          this
          position.

         

        3.         Immigration
          Status.
          Min
          agrees to take all steps necessary to establish his legal right to work
          in the
          United States. He shall, whenever requested by the Bank, produce documents
          necessary to satisfy the Bank that he is legally authorized to work in
          the
          United States. 

        


        4.         Term.
          The
          term of this Agreement shall be Three (3) years from its effective date,
          provided, however, that the Bank shall have the right to terminate the
          Agreement
          at any time in accordance with the terms and conditions of Paragraphs 10
          or 11
          herein.

         

         5.        Salary
          and Bonus.
          During
          the term of this Agreement, Min shall be compensated as follows: Min shall
          be
          compensated and receive an annual salary of Two Hundred Fifty Thousand
          Dollars
          ($250,000) payable in twelve (12) equal monthly installments. This shall
          be the
“basic compensation” for performing his duties as President and Chief Executive
          Officer of the Bank. In addition to the basic compensation, the Bank agrees
          to
          pay to Min an additional bonus in the amount of eight percent (8%) of the
          Bank’s
          profit before tax over and above the eighteen percent (18%) of the beginning
          primary capital of the year, but the total bonus shall not exceed Min’s annual
          salary. The computation of the Bank’s pre-tax profit shall be done by the Bank’s
          outside auditors and certified public accountants and shall receive the
          approval
          of the Bank’s Board of Directors. As approved, such computation shall be a
          conclusive determination binding both upon the Bank and Min. Such bonus
          shall be
          paid for each of three fiscal years in the period ended December 31, 2008
          that
          Min serves as President and Chief Executive Officer.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        EXHIBIT
          10.19

         

         

        6.         Stock
          Options.
          Pursuant to and subject to the terms of the Bank’s Stock Option Plan, the Bank
          shall grant Min an additional fifty thousand (50,000) shares of the Bank’s
          common stock (Additional Stock Option) in consideration of Min’s agreement to
          this extension of his employment agreement. The additional Stock Option
          will be
          subject to all of the terms and provisions of the Bank Stock Option Plan
          and the
          form of Stock Option Agreement to be executed by the Bank and Min. Should
          Min be
          terminated without cause, the Additional Stock Option shall expire no later
          than
          ninety (90) days after such termination. Should Min be terminated for cause,
          the
          Additional Stock Option shall expire immediately. Reference should be made
          to
          the Bank’s Stock Option Plan and form of Stock Option Agreement for full and
          complete terms and conditions governing any Stock Option to be
          granted.

         

        7.         Expenses.
          Min
          shall be entitled to reimbursement by Bank for any business expenses, including
          expenses associated with Min’s use of an automobile, which are reasonably and
          necessarily incurred in the performance of his duties on behalf of Bank
          during
          the term of this Agreement, and which the board of Directors of the Bank
          deems
          are satisfactorily documented.

        


        8.         Vacation.
          Min
          shall be entitled to four (4) weeks paid vacation during each year of the
          term
          of this Agreement. Min shall take at least two (2) consecutive weeks vacation
          during each year of his employment by Bank.

         

        9.         Insurance
          Benefits.
          Bank
          shall provide for Min and Min’s spouse and dependent children, where
          appropriate, at the Bank’s expense, participation in the Bank’s standard group
          health and term life insurance programs.

        


        10.      
          Termination.
          The
          Bank may terminate the employment of Min at any time during this Agreement
          by a
          simple majority vote of the Board of Directors, exclusive of the vote of
          Min in
          the event he is a Director, and said termination may be for cause or without
          cause for any reason whatsoever; the effective date of termination in such
          event
          shall be determined by the Board. If the employment of Min is terminated
          without
          cause hereunder, basic compensation under Paragraph 5 of this Agreement
          (but not
          including any bonus) shall continue for the lesser of six (6) months or
          for the
          duration of the term remaining under this Agreement, at the rate in effect
          at
          the time of termination. In no event will he be entitled to more than six
          (6)
          months worth of basic compensation. In the event Min is terminated for
          cause,
          Min shall be entitled to no further compensation of any sort, excepting
          only for
          basic compensation and expenses earned prior to such termination. Termination
          for cause shall include termination for malfeasance or gross misfeasance
          in the
          performance of duties or conviction of illegal activity in connection therewith,
          or any conduct that could be detrimental to the interests of the Bank or
          associated corporations and in any event, the determination of the Board
          of
          Directors with respect thereto shall be final and conclusive.

         

         11.      Action
          by supervisory Authority.
          If Bank
          is ordered to remove Min or Bank is closed or taken over by the California
          Department of Financial Institution, the Federal Reserve, the Federal Deposit
          Insurance Corporation, or other supervisory authority, such bank supervisory
          authority may immediately terminate this Agreement without further liability,
          compensation or obligation to Min.

         

        12.      
          No
          Solicitation of Employees.
          Min
          agrees that, during his employment by the Bank and for a period of three
          (3)
          years after the termination of that employment, whether voluntary or
          involuntary, Min will not solicit, entice, encourage, attempt or cause,
          directly
          or indirectly, any Bank employee to leave the employment of the
          Bank.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        EXHIBIT
          10.19

         

        13.      
          No
          Solicitation of Customers.
          In
          consideration for the two year extension of the employment agreement which
          the
          Bank has provided to Min, Min has voluntarily agreed that, for a period
          of three
          (3) years subsequent to his termination, he will not accept employment
          with or
          enter into any other consulting or independent contractor relationship
          with a
          competing financial institution. Furthermore, Min agrees that, during his
          employment by the Bank and for a period of three (3) years following the
          termination of his employment with the Bank, whether such termination is
          voluntary or involuntary, Min shall not directly or indirectly make known
          to any
          person, firm or corporation the names and addresses of any of the Bank’s
          customers (“Customers”) or any information pertaining to them. For the purpose
          of this Agreement, Customers include: (1) anyone who is a customer of the
          Bank
          on the date Min signs this Agreement or who becomes a customer of the Bank
          during the period of time during which Min is employed by the Bank, and
          (2) any
          prospective customer to whom the Bank has made a proposal (or similar offering
          of services) within a period of six months prior to the termination of
          Min’s
          employment at the Bank. Min also agrees that Min will not solicit or attempt
          to
          solicit any of the Bank’s Customers for whom Min provided services or with whom
          Min became acquainted during Min’s employment with the Bank, either for Min or
          for any other person, firm or corporation.

         

        14.      
          Arbitration.
          Min and
          the Bank agree to submit any controversy or claim arising out of, or relating
          to
          this Agreement or the breach thereof, to final and binding arbitration
          in the
          City of Los Angeles, State of California, in accordance with the rules
          of the
          American Arbitration Association. A judgment upon the award rendered may
          be
          entered in any court having jurisdiction thereof.

         

        15.      
          Notices.
          Any
          notice required or permitted to be given hereunder shall be in writing
          and
          delivered by ordinary mail or served personally, addressed to Bank or Min,
          as
          the case may be, at the address set forth after their signatures below
          or as may
          be changed from time to time by notice given to the other party.

         

        16.      
          Partial
          Invalidity.
          If any
          provision of this Agreement is held by a court of competent jurisdiction,
          or by
          arbitration, to be invalid, void or unenforceable, the remaining provisions
          shall nevertheless continue in full force without being impaired or invalidated
          in any way.

         

        17.      
          Miscellaneous.
          It is
          hereby agreed that Min’s rights and obligations under this Agreement are
          personal and not assignable. This Agreement contains the entire Agreement
          and
          understanding of the parties to it and shall be binding on and inure to
          the
          benefit of the heirs, personal representatives, successors, beneficiaries
          and
          assigns of the parties, subject, however, to the restrictions on assignment
          contained herein. This Agreement is drawn to be effective in the State
          of
          California and shall be construed in accordance with California law. No
          amendment or variation of the terms of this Agreement shall be valid unless
          made
          in writing and executed by Min and the Bank.

         

        18.      
          Enforcement.
          Both
          Min and Bank acknowledge they have had the opportunity to consult with
          legal
          counsel regarding the terms and provisions of this Agreement. If arbitration
          or
          legal action is employed to enforce any of the provisions hereof, the parties
          hereto agree that the prevailing party shall be entitled to recover all
          reasonable costs and attorneys’ fees. 

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        EXHIBIT
          10.19

         

         

        IN
          WITNESS WHEREOF, the parties have executed this Employment Agreement on
          April
          05, 2006.

         

        

        

        
          	
                  By:____________________________
                    

                	
                  __________________________

                
	
                  Steven
                    Koh, Chairman of the Board 

                	
                  Soo
                    Bong Min

                
	
                   3200
                    Wilshire Boulevard 

                	
                  3200
                    Wilshire Boulevard

                
	
                  Los
                    Angeles, California 90010 

                	
                  Los
                    Angeles, California 90010