Exhibit 10.5  EMPLOYMENT AGREEMENT   THIS AGREEMENT is made as of the
14th day of December 2001 betweenBusiness Bancorp(Holding Co.), having a
principal place of business at 1248 Fifth Avenue, San Rafael, California, Business
Bank of California(Bank), having a principal place of business at
321 East Sixth Street, Corona, California and Alan J. Lane (Executive),
whose residence address is 41090 Avenida Verde, Temecula, California.  RECITALS  A.            Holding Co. is a bank holding company duly organized, validly
existing, and in good standing under the laws of the State of California, with
power to carry on its business as it is now being conducted.  B.            Bank is a state-chartered commercial bank duly organized,
validly existing, and in good standing under the laws of the State of
California, with power to carry on its business as it is now being conducted.  C.            Holding
Co. and Bank desire to employ Executive in order to avail themselves of the
skill, knowledge and experience of Executive and Executive desires to provide
such skill, knowledge and experience to Holding Co. and Bank.  D.            The parties hereto desire to specify
the terms and conditions of Executives employment.  NOW, THEREFORE, in consideration of the mutual
covenants hereinafter set forth, it is agreed that the following terms and
conditions shall apply to Executives employment:  1.             Term of
Employment.  Holding Co.
and Bank hereby employ Executive and Executive hereby accepts employment with
Holding Co. and Bank commencing from and after January 1, 2002 (the Effective
Date), subject, however, to the termination of the Agreement as   1 
   hereinafter
provided.  2.              Duties.  From and after the Effective Date, Executive
shall be employed as and shall serve as the Chief Executive Officer of Holding
Co. and President of Bank.  Subject to
the direction of the Boards of Directors of Holding Company and Bank, Executive
shall perform such duties and assume such responsibilities as are normally
attributed to the chief executive officer of a bank holding company and to the
president of a community bank.  During
the term of this Agreement, Executive shall perform exclusively the services
herein contemplated to be performed by Executive faithfully, diligently and to
the best of Executives ability, consistent with the highest and best standards
of the banking industry and in compliance with all applicable laws and Holding
Co.s and Banks Articles of Incorporation, Bylaws and internal written
policies.  If at any time Executive does
not hold the titles of Chief Executive Officer of Holding Co. and President of
Bank, Executive shall be entitled to deem this Agreement terminated pursuant to
Section 5.1 hereof.  3.              Conflicts
of Interest.  Except as
permitted by the prior written consent of the Board of Directors of Holding Co.
and Bank, Executive shall devote Executives entire productive time, ability
and attention to the business of Holding Co. and Bank during the term of this
Agreement and Executive shall not directly or indirectly render any services of
a business, commercial or professional nature, to any other person, firm or
corporation, whether for compensation or otherwise, which are in conflict with
Holding Co.s or Banks interests. 
Notwithstanding the foregoing, Executive may make investments of a
passive nature in any business or venture, provided however, that neither such
business nor venture is in competition, directly or indirectly, in any manner
with Holding Co. or Bank.   2 
   4.             Compensation and Benefits.  4.1           Salary.  During the first year of this Agreement, Executive shall receive
a base annual salary (the base salary) in the amount of Two Hundred Sixty
Thousand Dollars ($260,000) payable monthly in arrears or by such manner as may
be established by Holding Co. or Bank from time to time but not less often than
monthly.  This base salary shall be
increased annually by a percentage not less than the percentage increase in the
Consumer Price Indexes, Pacific Cities and U.S. Average All Items Indexes,
1982-1984 = 100, San Francisco  Oakland  San Jose most recently reported by
the U.S. Department of Labors Bureau of Labor Statistics, and additional
increases may be awarded in the discretion of Banks Board of Directors.  4.2           Automobile.  Holding Co. or Bank shall provide Executive, for Executives sole
use, a suitable full-sized automobile, comparable to the automobile provided to
Executive prior to the Effective Date, the specific make and model of such
automobile to be determined by Executive, which automobile shall be initially
new and at no time be older than three (3) years.  The Holding Co. or Bank shall pay all operating expenses of any
nature whatsoever with regard to such automobile, provided Executive furnishes
to the Holding Co. or Bank adequate records and other documentary evidence
required by federal and state statutes and regulations issued by the
appropriate taxing authorities for substantiation of such payments as
deductible business expenses of the Holding Co. or Bank and not as deductible
compensation to Executive.  The Holding
Co. or Bank shall also procure and maintain in force an automobile liability
insurance policy on such automobile, containing all reasonable and necessary
coverage.  Executive will maintain a
record of personal use mileage, which will be reflected on Executives W-2 in
accordance with IRS guidelines.  4.3           Medical, Dental and Life Insurance.  Holding Co. and Bank will provide Executive
and his dependents, at the Holding Co.s or Banks expense, with Banks
standard   3 
   insurance coverage provided to all Bank
employees, as such coverage may change from time to time.  Executive shall cooperate with Holding Co.
and Bank in obtaining any key man or other insurance coverage Holding Co. and
Bank may reasonably desire.  4.4           Business Expenses.  In accordance with Holding Co. and Bank
policy as it may exist from time to time, and subject to the approval of all
such expenses by the Board of Directors of Holding Co. or Bank, Executive shall
be entitled to reimbursement by Holding Co. or Bank for any ordinary,
reasonable business expenses incurred by Executive in the performance of
Executives duties and in acting for Holding Co. or Bank during the term of
this Agreement, provided that Executive furnishes to Holding Co. or Bank
substantially adequate records and other documentary evidence as required by
Holding Co.s or Banks policies or by federal and state statutes and regulations
with respect to the substantiation of such expenditures as deductible business
expenses of Holding Co. or Bank.  4.5           Vacation.  Executive shall be entitled to four weeks of vacation per year
and shall use his best efforts to take two consecutive weeks of vacation each
year.  Executive shall not be entitled
to vacation pay in lieu of vacation and accrual of any unused vacation time
shall be limited to a maximum of five (5) weeks at any time.  4.6           Stock Options.  The Holding Co. shall grant Executive a
stock option to purchase up to Thirty Thousand (30,000) shares of the Holding
Co.s authorized but unissued Common Stock (in addition to any currently
outstanding options held by Executive), at an exercise price equal to the
market value on the date of grant, subject to compliance with any applicable
requirements of the Holding Co.s Stock Option Plan.  The Holding Co. and Executive agree that such option shall be for
a term of ten (10) years, and will vest over a period of five (5) years from
the date of grant as follows: twenty percent (20%) will be exercisable on or
after each of the first five anniversaries of the date of grant of the stock
option.  The Holding Co. and Executive
also   4 
   agree that, to the maximum extent permitted by
law, the option will qualify as an incentive stock option within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended.  Such stock option will be granted to
Executive pursuant to Holding Co.s current Stock Option Plan, and an agreement
between Holding Co. and Executive containing such terms as (i) are consistent
with the terms of the Stock Option Plan and (ii) may be agreed upon by such
parties.  4.7           401 (k) Plan.  Executive shall be entitled to participate in the Banks or
Holding Companys 401 (k) Plan subject to the eligibility and vesting
requirements set forth in said Plan.  4.8           Executives Bonus.  In addition to the base salary provided for
in Section 4.1, Executive shall be paid, within thirty-one days following the
end of the Holding Co.s fiscal year, an amount equal to one percent (1%) of
Holding Co.s consolidated pre-tax income for such fiscal year; provided,
however, that such payment shall only be made if Holding Co.s return on
beginning Capital during such fiscal year equals or exceeds ten percent (10%);
and provided further that the Board of Directors of Holding Co. shall have the
discretion to either (i) reduce or eliminate the amounts payable to Executive
pursuant to this Section 4.8 in the event the Board determines in good faith
that the amount payable to Executive violates regulatory directives or orders
specifically applicable to Bank or Holding Company, or (ii) increase the amount
payable to Executive pursuant to this Section 4.8.  Calculation of Holding Co.s consolidated pre-tax income shall be
based on Holding Co.s year end audited financial statements prepared by
Holding Co.s certified public accountants, except as follows:  (a)           the calculation shall exclude Holding
Co.s and Banks accrual for bonuses;  (b)            the calculation shall include
recognized gains or losses in Holding Co.s
and Banks investment portfolios; and   5 
   (c)           the calculation shall include for
each fiscal year an amount equal to the portion of the Banks allowance for
loan losses (ALLL) which exceeds the greater of:  (i) 
one percent (1%) of the Banks total gross loans for the applicable
fiscal year;  (ii)  the amount calculated by the method set
forth as Test #1 on Exhibit A; or, (iii) 
the amount calculated by the method set forth as Test #2 on Exhibit A; provided,
however, that notwithstanding the above, Executive shall not be paid any bonus
with respect to amounts in the ALLL as to which a bonus was paid in previous
years; provided, further, that in the event the Banks ALLL for a fiscal
year is less than the greater of any of the methods set forth in
subparagraphs (i), (ii), or (iii), above, the difference between the two
amounts shall be excluded from pre-tax income. In the event that
Executive is employed by Holding Co. and Bank for less than all of a fiscal
year, the bonus provided for herein shall be prorated.  5.             Termination; Liability.       Executives employment hereunder may be
terminated as follows:  5.1           Without Cause.  In the sole and absolute discretion of the
Board for any cause or for no cause whatsoever; provided, however, that if such
termination occurs and is for any cause other than as more particularly
described in Sections 5.2, 5.3 or 5.4 hereof, Executive shall receive within
ten (10) days of such termination a severance payment in an amount equal to the
monthly amount of base salary that would be payable multiplied by twenty-four
(24) months calculated at Executives then current base salary.  5.2Death, Disability or Voluntary
Retirement.  Upon
Executives death, medical disability which would preclude Executive from
performing the duties as the Chief Executive Officer of Holding Co. and
President of Bank for a period of six months, or voluntary retirement,
Executive shall not be entitled to any severance   6 
   payment;
provided, however, that if such termination occurs as a result of such medical
disability, Executive shall receive a severance payment in an amount equal to
twenty-five percent (25%) of Executives annual base salary then in effect. 5.3           With Cause.  Either Holding Co. or Bank may terminate this Agreement at any
time by action of their Board of Directors, (i) if Executive fails to perform
or habitually neglects the duties which he is required to perform hereunder,
(ii) if Executive engages in activity which materially adversely affects the
Holding Co.s or Banks reputation in the community or which evidences the lack
of Executives fitness or ability to perform Executives duties as reasonably
determined by the Boards of Directors in good faith, or (iii) if Executive
commits any act which would cause termination of coverage under the Holding
Co.s or Banks Bankers Blanket Bond. 
In the event Holding Co. or Bank terminates this Agreement for cause as
provided herein, Executive shall not be eligible for any severance benefits
otherwise contemplated by this Agreement. 
Such termination shall not prejudice any remedy which Holding Co. or
Bank may have at law, in equity, or under this Agreement.  5.4           Action by Supervisory Authority.  If the Bank is closed by or taken over by
the California Department of Financial Institutions or other supervisory
authority, including the Federal Deposit Insurance Corporation, such bank
supervisory authority may immediately terminate this Agreement without further
liability or obligation by Holding Co. or Bank to Executive.  6.             Ownership of Confidential Proprietary Information.  All records of the accounts of customers,
and any other records and books relating in any manner whatsoever to the
customers of Holding Co. or Bank, and all other files, books and records and
other materials owned by Holding Co. or Bank or used by it in conjunction with
the conduct of its business, whether prepared by Executive or otherwise coming
into his possession, shall be the exclusive property of Holding Co. or Bank
regardless of who actually prepared the original material, book or record.  All such books and records and other
materials shall be immediately returned to the Holding Co. or Bank by   7 
   Executive
on any termination of his employment.  7.             Trade Secrets.  During the term of this Agreement, Executive
will have access to and become acquainted with what Executive, Holding Co. and
Bank acknowledge are trade secrets, including the names of customers and
clients of Holding Co. and Bank, those customers financial condition and
financial needs, financial information regarding Holding Co. or Bank, and other
information relating to the Holding Co.s or Banks products, services and
methods of doing business.  Executive
agrees not to disclose any of Holding Co.s or Banks trade secrets, directly
or indirectly, or use them in any way, either during the term of Executives
employment (except as required in the course of employment with Holding Co. or
Bank) or for a period of twelve (12) months after the termination of this
Agreement.  8.             Indemnification.  To the extent permitted by and consistent
with (i) Section 317 of the California Corporations Code (Section 317), and
(ii) the Articles of Incorporation and the Bylaws of Holding Co. and Bank,
Holding Co. and Bank shall indemnify Executive for expenses, judgements, fines,
settlements and other amounts actually incurred by Executive in connection with
any proceeding to which Executive is a party by reason of the fact that
Executive is or was an agent of Holding Co. or Bank (as defined in Section 317)
if the proceeding arose from acts or omissions in the course and scope of
Executives employment other than willful misconduct or acts not covered by any
indemnification agreement between Holding Co. or Bank and Executive.  Holding Co. or Bank shall advance on behalf
of Executive all costs, including attorneys fees, as necessary with respect to
any such proceeding.  In the event any
applicable law shall require the issuance of an undertaking by Executive, such
undertaking shall be acceptable without bond, collateral or any other security
being given by Executive in connection therewith.  The provisions of this paragraph shall apply to the estate,
executor, administrator, heirs, legatees or devisees of Executive.  This provision shall survive the termination
of this Agreement for any reason.   8 
   9.             Assignment and Modification.  This Agreement and the rights and duties
hereunder may not be assigned by any party hereto without the prior written
consent of the other, and the parties expressly agree that any attempt to
assign the rights of any party hereunder without such consent will be null and
void.  Any Modification of this
Agreement shall be made in writing executed by both parties.  10.           Further Assurance.  From time to time each party to this
Agreement will execute and deliver such further instruments and will take such
other action as the other party reasonably may request in order to discharge
and perform the obligations and agreements of the parties hereunder.  11.           Notices.  All notices required or permitted hereunder shall be in writing
and shall be delivered in person or sent by certified or registered mail,
return receipt requested, postage prepaid as follows:  To Holding Co.:
  
  Chairman of the BoardBusiness Bancorp1248 Fifth AvenueSan Rafael, California 94901To Bank:
  
  Chairman of the BoardBusiness Bank of California321 East Sixth StreetCorona, California 92879To Executive:
  
  Alan J. Lane41090 Avenida VerdeTemecula, California 92591  or
to such other party and/or address as any such parties may designate in a
written notice served upon the other parties in the manner provided
herein.  All notices required or
permitted hereunder shall be deemed duly given and received on the date of
delivery if delivered in person or on the second day next succeeding the date
of mailing if sent by certified or registered mail.   9 
   12.           Arbitration.  Except as otherwise specifically set forth herein, any
controversy or claim arising out of or relative to this Agreement, or the
breach thereof, or any claim relative to employment discrimination, shall be
settled by arbitration in accordance with the rules of the American Arbitration
Association, and judgment upon the award rendered shall be and may be entered
in any court having jurisdiction thereof. 
Such arbitration shall take place in Marin County, California, unless
otherwise agreed to in writing by the parties. 
Executive understands and agrees that this Agreement is a waiver of
Executives right to receive punitive damages to which Executive might
otherwise be entitled in a court action on a disputed termination or for claims
of unlawful discrimination or harassment allegedly occurring during the course
of employment.  Only the arbitrator, not
a judge or jury, will decide the claim or dispute.  13.           Successors.  This Agreement shall be binding upon, and shall inure to the
benefit of, the successors of the parties.  14.           Entire Agreement.  This Agreement constitutes the entire
agreement between the parties, and all prior negotiations, representations, or
agreements between the parties, whether oral or written, are merged into this
Agreement and shall be deemed superseded and canceled.  15.           Governing Law.  This Agreement shall be construed in
accordance with the laws of the State of California.  16.           Executed Counterparts.  This Agreement may be executed in one or
more counterparts, all of which together shall constitute a single agreement
and each of which shall be an original for all purposes.  17.           Section Headings.  The various section headings are inserted
for purposes of convenience only and shall not affect the meaning or
interpretation of this Agreement or any section hereof.   10 
   18.           Calendar Days/Close of Business.  Unless the context so requires, all periods
terminating on a given day, period of days or date shall terminate on the close
of business on that day or date, and reference to days shall refer to
calendar days.  19.           Severability.  In the event that any of the provisions, or portions thereof, of
this Agreement are held to be unenforceable or invalid by any court of
competent jurisdiction, the validity and enforceability of the remaining
provisions or portions thereof shall not be affected thereby.  20.           Attorneys Fees.  In the event that any party shall bring any
arbitration, action to enforce arbitration or any other legal action or
proceeding (collectively action) arising out of or in connection with the
performances, breach or interpretation of this Agreement, then the prevailing
party in such action as determined by the arbitrator, court or other body
having jurisdiction shall be entitled to recover from the losing party, as
determined by the arbitrator, court or other body having jurisdiction, all
reasonable costs and expenses of the action, including reasonable attorneys
fees, court costs, costs of investigation and other costs reasonably related to
such action, in such amounts as may be determined in the discretion of the
arbitrator, court or other body having jurisdiction.   11 
   IN
WITNESS WHEREOF, this Agreement is executed as of the day and year first above
written.   BUSINESS
  BANCORPBy:
  
  /s/
  Timothy J. JorstadChairman
  of the BoardDate: December 14, 2001   BUSINESS
  BANK OF CALIFORNIABy:
  
  /s/
  John E. DuckworthChairman
  of the BoardDate:
  
  December
  14, 2001/s/
  Alan J. LaneAlan
  J. Lane    12 
    Exhibit A  Tests For Loss Reserve Adequacy Using Banks Risk Assessments  Test
#1  Risk
  
  
  
  Allocation
  To LoanLoan
  Type
  
  Exposure
  
  
  
  Assessment
  
  
  
  Loss
  ReserveCommercial Loans
  Secured:
  
  $17,036,478
  
  X
  
  0.50
  %
  =
  
  $85,182Commercial Loans
  Unsecured:
  
  5,043,267
  
  X
  
  1.20
  %
  =
  
  60,519Construction
  Loans:
  
  22,312,766
  
  X
  
  0.70
  %
  =
  
  156,189SBA Loans:
  
  6,081,354
  
  X
  
  2.00
  %
  =
  
  121,627Accounts
  Receivable Purchased:
  
  441,407
  
  X
  
  2.00
  %
  
  
  8,828Real Estate:
  
  107,762,932
  
  X
  
  0.30
  %
  =
  
  323,289Real Estate
  Loans Held For Sale:
  
  0
  
  X
  
  0.15
  %
  =
  
  0Equity Lines:
  
  2,764,523
  
  X
  
  0.20
  %
  =
  
  5,529Instalment
  Loans:
  
  2,506,297
  
  X
  
  1.00
  %
  =
  
  25,063Bonus Plus:
  
  58,064
  
  X
  
  1.20
  %
  =
  
  697Character Loans
  Secured:
  
  0
  
  X
  
  0.80
  %
  =
  
  0Character Loans
  Unsecured:
  
  34,800
  
  X
  
  1.50
  %
  =
  
  522Holdovers
  
  0
  
  X
  
  N/AClassified
  Assets (Inc. Specific Allocations):
  
  3,793,608
  
  X
  
  N/A
  
  
  
  583,061Total Loans
  Outstanding:
  
  $167,835,497Undisbursed
  Lines of Credit:
  
  $22,581,743
  
  X
  
  0.40
  %
  =
  
  $90,327Letters of
  Credit:
  
  1,125,796
  
  X
  
  0.30
  %
  =
  
  3,377Undisbursed
  Construction Loans:
  
  20,490,684
  
  X
  
  0.60
  %
  =
  
  122,944Undisbursed
  Equity Lines:
  
  2,877,177
  
  X
  
  0.30
  %
  =
  
  8,632Undisbursed
  Bonus Plus Accounts:
  
  172,842
  
  X
  
  1.20
  %
  =
  
  2,074Total Off
  Balance Sheet Commitments:
  
  $47,248,243Total
  Loan Loss Reserve Required:
  
  
  
  
  
  
  
  
  
  $1,597,861  Test
  #2Loan
  
  
  
  Risk
  
  
  
  Allocation
  To LoanLoan
  Rating
  
  Amounts
  
  
  
  Assessment
  
  
  
  Loss
  Reserve1 and 2 Loan
  Risk Rating:
  
  $164,041,888
  
  X
  
  0.00
  %
  =
  
  $03 Loan Risk
  Rating:
  
  3,363,048
  
  X
  
  10.00
  %
  =
  
  336,3054 Loan Risk
  Rating:
  
  430,560
  
  X
  
  20.00
  %
  =
  
  86,1125 Loan Risk
  Rating:
  
  0
  
  X
  
  50.00
  %
  =
  
  06 Loan Risk
  Rating:
  
  0
  
  X
  
  100.00
  %
  =
  
  0Total Loans
  Outstanding:
  
  $167,835,497Off Balance
  Sheet Commitments:
  
  $47,248,243
  
  X
  
  0.34
  %
  =
  
  160,644Total
  Loan Loss Reserve Required:
  
  
  
  
  
  
  
  
  
  $583,061  Test
  #3Loan
  
  
  
  Risk
  
  
  
  Allocation
  To LoanLoan
  Rating
  
  Amounts
  
  
  
  Assessment
  
  
  
  Loss
  ReserveTotal Loans
  Outstanding:
  
  $167,835,497
  
  X
  
  1.00
  %
  =
  
  $1,678,355Total
  Loan Loss Reserve Required:
  
  
  
  
  
  
  
  
  
  $1,678,355   13