Exhibit 10.9  SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN BUSINESS BANK OF CALIFORNIA AND RUTH E. ADELL DATED APRIL 15, 1998   The Employment Agreement between Business Bank of California and Ruth
E. Adell dated April 15, 1998 is hereby amended (Second Amendment) as
follows:  Paragraph F., Termination: 4. Merger or Other Corporate
Reorganization. In the event of: (I) a merger where the Bank is not
the surviving corporation, (ii) a transfer of all or substantially all of the
assets of the Bank or (iii) any acquisition, consolidation or other corporate
reorganization where there is a change in ownership of at least forty-eight
percent (48%) except as may result from a transfer of shares to another
corporation in exchange for at least eighty percent (80%) control of that
corporation, and, in the event that this Agreement and Executives employment
are terminated for any reason during the two-year period immediately following
the effective date of consummation of such merger or other corporate reorganization
by either Executive or by the surviving entity, in the event of merger; by
either Executive or the transferee of assets in the event of a purchase or
sale; or by either Executive or the acquirer, in the event of an acquisition of
stock in the Bank, then Executive shall be entitled to the same severance
benefits as contemplated by Paragraph F.5 below for a nine (9) month period
immediately following such termination of this Agreement.  Paragraph F., Termination: 5. Termination Without Cause.Notwithstanding anything to the contrary contained
herein, it is agreed by the parties hereto that either the Bank or Executive
may at any time elect to terminate this Agreement and Executives employment by
the Bank for any reason.  Such
termination shall be effective thirty (30) days following proper delivery of
notice of termination to the non-terminating party in accordance with the
notice provisions set forth herein.  In
the event this Agreement is terminated by Executive, all benefits provided by
the Bank hereunder to Executive shall cease upon the effective date of such
termination of this Agreement and Executive shall not be entitled to any
severance benefits whatsoever.  In the
event this Agreement is terminated by the Bank (other than in accordance with
paragraph F.1 hereof), Executive shall be entitled to each of the following
severance benefits commencing upon the effective date of termination of this
Agreement: (a) Executive shall continue to be paid Executives base salary for
a period of nine (9) months immediately following the effective date of
Executives termination, which payments shall be payable to Executive in
accordance with the normal method of payment as specified in this Agreement;
and (b) Executive shall be entitled to maintain all medical and life insurance
benefits which were granted to her during her employment with the Bank for a
period of nine (9) months immediately following the effective date of
Executives termination.  All other terms and
conditions of the Agreement remain unchanged.  This second amendment was approved by the Board of Directors at a
regularly scheduled meeting on October 17, 2001.  IN
WITNESS WHEREOF,
the parties hereto have executed this Second Amendment as of October 17, 2001.  BUSINESS
  BANK OF CALIFORNIABy:
  
  /s/
  Alan J. LaneAlan
  J. Lane/s/
  Ruth E. Adell
  
  
  
  President
  & CEORuth
  E. Adell