Exhibit 10.50


    EXHIBIT
      10.50

    TEMECULA
      VALLEY BANK

    EXECUTIVE
      SUPPLEMENTAL
      COMPENSATION 

    AGREEMENT
      

    


    Effective
      this 29th
      day of
      December 2006, this SALARY CONTINUATION AGREEMENT (“Agreement”) is adopted by
      and between TEMECULA
      VALLEY BANK
      (“Bank”), a bank located in Temecula Valley, California, and organized under the
      laws of the State of California, and FRANK BASIRICO, JR. (“Executive”), a member
      of a select group of management and highly compensated employees of the Bank.
      The purpose of this Agreement is to further the growth and development of the
      Bank by providing Executive with supplemental retirement income, and thereby
      encourage Executive’s productive efforts on behalf of the Bank and the Bank’s
      shareholders, and to align the interests of the Executive and those
      shareholders. 

    


    It
      is
      intended that the Agreement be "unfunded" for purposes of the Employee
      Retirement Income Security Act of 1974, as amended ("ERISA") and not be
      construed to provide income to the participant or beneficiary under the Internal
      Revenue Code of 1986, as amended (the "Code"), particularly Section 409A of
      the
      Code and guidance or regulations issued thereunder, prior to actual receipt
      of
      benefits.

    


    Article
      1

    Definitions
      and Construction

    


    Where
      the
      following words and phrases appear in the Agreement, they shall have the
      respective meanings set forth below, unless their context clearly indicates
      to
      the contrary:

    


    
      	1.1  
                	
              “Accrued
                Liability Balance” shall mean the amount accrued by the Company to fund
                the future benefit expense associated with this Agreement, as of
                the end
                of the month preceding the Executive’s Separation from Service. The
                Company shall account for this benefit using Generally Accepted Accounting
                Principles, regulatory accounting guidance of the Company’s primary
                federal regulator, and other applicable accounting guidance, including
                APB
                12 and FAS 106. Accordingly, the Company shall establish a liability
                retirement account for the Executive into which appropriate accruals
                shall
                be made using a discount that is reasonable, which is consistent
                with
                guidance issued by the Company’s primary federal regulator, and which may
                be adjusted thereafter at the Board’s discretion to comply with regulatory
                guidance. This Agreement is intended to be a “non-account balance” plan,
                as that term is used under the
                Code.

            


    

     

     

    
      	1.2   
               	
              “Board”
                shall mean the Board of Directors of the
                Bank.

            


    

    


    
      	1.3  
                	
              “Change
                in Control” shall mean: a change in ownership or control of the Bank as
                defined in Treasury Regulation §1.409A-3(g)(5) or any subsequently
                applicable Treasury Regulation.

            


    

    


    
      	1.4  
                	
              “Code”
                shall mean the United States Internal Revenue Code of 1986, as
                amended.

            


    

    


    
      	1.5   
               	
              “Disability”
                shall mean Executive (i) is unable to engage in any substantial gainful
                activity by reason of any medically determinable physical or mental
                impairment which can be expected to result in death or can be expected
                to
                last for a continuous period of not less than 12 months, or (ii)
                is, by
                reason of any medically determinable physical or mental impairment
                which
                can be expected to result in death or can be expected to last for
                a
                continuous period of not less than 12 months, receiving income replacement
                benefits for a period of not less than 3 months under an accident
                and
                health plan covering employees of the Bank. Medical determination
                of
                Disability may be made by either the Social Security Administration
                or by
                the provider of an accident or health plan covering employees of
                the Bank.
                Upon the request of the Plan Administrator, the Executive must submit
                proof to the Plan Administrator of Social Security Administration’s or the
                provider’s determination.

            


    

    
      	 	 


      	1.6  
                	
              “Early
                Termination” shall mean that Executive’s employment with the Bank has
                terminated, voluntarily or involuntarily, prior to Normal Retirement
                Age
                and such termination is not due to death, Termination for Cause,
                Disability, or Separation from Service following a Change in
                Control.

            


    

    


    
      	1.7  
                	
              “Effective
                Date” shall mean September 1, 2006.

            


    

    


    
      	1.8   
               	
              “Normal
                Retirement Age” shall mean the date on which the Executive attains age 65.
                

            


    

    


    
      	1.9  
                	
              “Plan
                Administrator” shall mean the plan administrator described in Article
                6.

            


    

    


    
      	1.10
                	
              “Plan
                Year” shall mean each twelve-month period commencing on January 1 and
                ending on December 31 of each year. The initial Plan Year shall commence
                on the Effective Date of this Plan and end on the following December
                31.

            


    

    


    
      	1.11 
               	
              “Separation
                from Service” shall mean that the Executive has experienced a Termination
                of Employment from the Bank. Where the Executive continues to perform
                services for the Bank following a Termination of Employment, however,
                and
                the facts and circumstances indicate that such services are intended
                by
                the Bank and the Executive to be more than “insignificant” services, a
                Separation from Service will not be deemed to have occurred and any
                amounts deferred under this Agreement may not be paid or made available
                to
                the Executive. The determination of whether such services are considered
                “insignificant” will be based upon all facts and circumstances relating to
                the termination and upon any applicable rules and regulations issued
                under
                Section 409A of the Code. Military leave, sick leave, or other bona
                fide
                leaves of absence are not generally considered terminations of employment.
                

            


    

    


    
      	1.12 
               	
              “Termination
                for Cause” has that meaning set forth in Article
                5.

            


    

    


    
      	1.13 
               	
              “Termination
                of Employment” shall mean that Executive’s employment with the Bank has
                terminated.

            


    

    


    Article
      2

    Distributions
      During Executive’s Lifetime

    


    
      	
              2.1    
                

            	
              Normal
                Retirement Benefit.
                Upon Executive’s attainment of the Normal Retirement Age, the Bank shall
                distribute to the Executive the benefit described in this Section
                2.1 in
                lieu of any other benefit under this Article.


            


    

    
      	 	
              2.1.1

            	
              Amount
                of Benefit.
                The annual benefit under this Section 2.1 is One Hundred Thousand
                Dollars
                ($100,000). The
                Board may, in its sole discretion, increase this benefit from time
                to
                time.

            


    

    


    
      	 	
              2.1.2

            	
              Form
                and Timing of Benefit.
                The Bank shall distribute the annual benefit to the Executive in
                twelve
                (12) equal monthly installments, commencing on the first day of the
                month
                following the Executive’s Normal Retirement Age. The annual benefit shall
                be distributed to the Executive for fifteen (15) years.
                

            


    

    


    
      	
              2.2    
                

            	
              Early
                Termination Benefit.
                Upon the Executive’s Early Termination, the Bank shall distribute to the
                Executive the benefit described in this Section 2.2 in lieu of any
                other
                benefit under this Article. Notwithstanding anything to the contrary
                in
                this Section 2.2, Executive shall not be entitled to a benefit under
                this
                Section 2.2 if Executive terminates employment prior to the fulfillment
                of
                five full Plan Years from the date of this Agreement. For purposes
                of this
                Section 2.2, if the first Plan Year is only a partial calendar year,
                the
                partial calendar year shall be considered one full Plan Year.
                

            


    

    


    
      	 	
              2.2.1

            	
              Amount
                of Benefit.
                The benefit under this Section 2.2 is the Accrued Liability Balance,
                calculated as of the end of the Plan Year immediately preceding
                Executive’s Separation from Service.


            


    

    


    
      	 	
              2.2.2

            	
              Form
                and Timing of Benefit.
                The Bank shall distribute the annual benefit to the Executive in
                a lump
                sum within 60 days following a Separation from Service.
                

            


    

    


    
      	
              2.3    
                

            	
              Disability
                Benefit.
                Upon Executive’s Separation from Service due to Disability, the Bank shall
                distribute to the Executive the benefit described in this Section
                2.3 in
                lieu of any other benefit under this
                Article.

            


    

    


    
      	 	
              2.3.1

            	
              Amount
                of Benefit.
                The benefit under this Section 2.3 is the Accrued Liability Balance,
                determined as of the end of the Plan Year immediately preceding
                notification of Disability and subsequent Separation from
                Service.

            


    

    


    
      	 	
              2.3.2

            	
              Form
                and Timing of Benefit.
                The Bank shall distribute the benefit to the Executive in a lump
                sum
                within 60 days following Separation from Service.
                

            


    

    


    
      	
              2.4    
                

            	
              Change
                in Control Benefit.
                Upon a Change in Control followed by Executive’s Termination of
                Employment, the Executive shall be entitled to the benefit described
                in
                this Section 2.4 in lieu of any other benefit under this Article.
                

            


    

     

    
      	 	
              2.4.1

            	
              Amount
                of Benefit.
                The benefit under this Section 2.4 is the Accrued Liability Balance,
                calculated as of the Executive’s Termination of Employment.
                

            


    

    


    
      	2.4.2  	
              Form
                and Timing of Benefit. The
                Bank shall distribute the annual benefit to the Executive in a lump
                sum
                within 60 days following Executive’s Separation from Service.
                

            


    

    


    
      	
              2.5    
                

            	
              Restriction
                on Timing of Distribution. 
                Notwithstanding any provision of this Agreement to the contrary,
                distributions to Executive may not commence earlier than six (6)
                months
                after the date of a Separation from Service if, pursuant to Section
                409A of the Code and regulations and guidance promulgated thereunder,
                Executive is considered a “specified employee” under Section 416(i)
                of the Code. In the event a distribution is delayed pursuant to this
                Section 2.6, the originally scheduled payment shall be delayed for
                6
                months, and shall commence instead on the first day of the seventh
                month
                following the delay. If payments are scheduled to be made in installments,
                the first six months of installment payments shall be delayed, aggregated,
                and paid instead on the first day of the seventh month, after which
                all
                installment payments shall be made on their regular schedule. If
                payment
                is scheduled to be made in a lump sum, the lump sum payment shall
                be
                delayed for six months and instead be made on the first day of the
                seventh
                month.

            


    

    


    
      	
              2.6    
                

            	
              Payments
                Upon Income Inclusion.
                Should amounts deferred under this Agreement become includable in
                the
                Executive’s income by reason of a failure of this Agreement to comply with
                the requirements of Section 409A of the Code, the Bank shall distribute
                to
                the Executive an amount necessary to cover the includable amounts,
                as well
                as other amounts necessary to cover FICA, employment, and income
                taxes, to
                the extent such distributions do not exceed the Executive’s vested account
                balances.

            


    

    


    Article
      3

    Distribution
      Upon Death

    


    No
      death
      benefit shall be payable under this Agreement.

    


    Article
      4

    Beneficiaries

    


    
      	 	
              Executive’s
                beneficiary(ies), if any, shall not have any rights under this
                Agreement.

            


    

    


    Article
      5

    General
      Limitations

    


    
      	5.1 
                 	
              Termination
                for Cause.
                Notwithstanding any provision of this Agreement to the contrary,
                the Bank
                shall not distribute any benefit under this Agreement if Executive’s
                service is terminated by the Board
                for:

            


    

    


    
      	(a)
                	
              Gross
                negligence or gross neglect of duties to the Bank;
                or

            


    

    
      	(b)
                	
              Conviction
                of a felony or of a gross misdemeanor involving moral turpitude in
                connection with the Executive’s employment with the Bank; or
                

            


    

    
      	(c)
                	
              Fraud,
                disloyalty, dishonesty or willful violation of any law or significant
                Bank
                policy committed in connection with the Executive's employment and
                resulting in a material adverse effect on the
                Bank.

            


    

    


    
      	
              5.2    
                

            	
              Suicide
                or Misstatement.
                No benefits shall be distributed if the Executive commits suicide
                within
                two years after the Effective Date of this Agreement, or if an insurance
                company which issued a life insurance policy covering the Executive
                and
                owned by the Bank denies coverage (i) for material misstatements
                of fact
                made by the Executive on an application for such life insurance,
                or (ii)
                for any other reason.

            


    

    


    
      	5.3 
                	
              Competition
                After Termination of Employment.
                No benefits shall be payable if the Executive, without the prior
                written
                consent of the Company, engages in, becomes interested in, directly
                or
                indirectly, as a sole proprietor, as a partner in a partnership,
                or as a
                substantial officer, principal, agent, trustee or in any other capacity
                whatsoever, any enterprise conducted in the trading area (a 50 mile
                radius) of the business of the Bank within 2 years after Separation
                from
                Service, which enterprise is, or may be deemed to be, competitive
                with any
                business carried on by the Company as of the date of termination
                of the
                Executive’s employment or his
                retirement.

            


    

    


    Article
      6

    Administration
      of Agreement

    


    
      	
              6.1    
                

            	
              Plan
                Administrator Duties.
                This Agreement shall be administered by a Plan Administrator which
                shall
                consist of the Board, or such committee or person(s) as the Board
                shall
                appoint. The Plan Administrator shall also have the discretion and
                authority to (i) make, amend, interpret and enforce all appropriate
                rules
                and regulations for the administra-tion of this Agreement and (ii)
                decide
                or resolve any and all ques-tions including interpretations of this
                Agreement, as may arise in connection with the
                Agreement.

            


    

    


    
      	
              6.2    
                

            	
              Agents.
                In the administration of this Agreement, the Plan Administrator may
                employ
                agents and delegate to them such administrative duties as it sees
                fit,
                (including acting through a duly appointed representative), and may
                from
                time to time consult with counsel who may be counsel to the
                Bank.

            


    

    


    
      	
              6.3    
                

            	
              Binding
                Effect of Decisions.
                The decision or action of the Plan Administrator with respect to
                any
                question arising out of or in connection with the administration,
                interpretation and application of the Agreement and the rules and
                regulations promulgated hereunder shall be final and conclusive and
                binding upon all persons having any interest in the Agreement.
                

            


    

    


    
      	
              6.4    
                

            	
              Indemnity
                of Plan Administrator.
                The Bank shall indemnify and hold harmless the members of the Plan
                Administrator against any and all claims, losses, damages, expenses
                or
                liabilities arising from any action or failure to act with respect
                to this
                Agreement, except in the case of willful misconduct by the Plan
                Administrator or any of its
                members.

            


    

    


    
      	
              6.5    
                

            	
              Bank
                Information.
                To enable the Plan Administrator to perform its functions, the Bank
                shall
                supply full and timely information to the Plan Administrator on all
                matters relating to the date and circum-stances of the retirement,
                Disability, or Separation from Service of the Executive, and such
                other
                pertinent information as the Plan Administrator may reasonably
                require.

            


    

    


    
      	
              6.6    
                

            	
              Annual
                Statement.
                The Plan Administrator shall provide to the Executive, within one
                hundred
                twenty (120) days after the end of each Plan Year, a statement setting
                forth the benefits to be distributed under this
                Agreement.

            


    

    


    


    Article
      7

    Claims
      And Review Procedures

    


    
      	
              7.1    
                

            	
              Claims
                Procedure.
                An Executive who has not received benefits under the Agreement that
                he or
                she believes should be distributed shall make a claim for such benefits
                as
                follows:

            


    

    


    
      	 	
              7.1.1

            	
              Initiation
                - Written Claim.
                The claimant initiates a claim by submitting to the Plan Administrator
                a
                written claim for the benefits.

            


    

    


    
      	 	
              7.1.2

            	
              Timing
                of Plan Administrator Response.
                The Plan Administrator shall respond to such claimant within 90 days
                after
                receiving the claim. If the Plan Administrator determines that special
                circumstances require additional time for processing the claim, the
                Plan
                Administrator can extend the response period by an additional 90
                days by
                notifying the claimant in writing, prior to the end of the initial
                90-day
                period, that an additional period is required. The notice of extension
                must set forth the special circumstances and the date by which the
                Plan
                Administrator expects to render its
                decision.

            


    

    


    
      	 	
              7.1.3

            	
              Notice
                of Decision.
                If the Plan Administrator denies part or all of the claim, the Plan
                Administrator shall notify the claimant in writing of such denial.
                The
                Plan Administrator shall write the notification in a manner calculated
                to
                be understood by the claimant. The notification shall set
                forth:

            


    

    


    
      	 	
              (a)

            	
              The
                specific reasons for the denial;

            


    

    
      	 	
              (b)

            	
              A
                reference to the specific provisions of the Agreement on which the
                denial
                is based;

            


    

    
      	 	
              (c)

            	
              A
                description of any additional information or material necessary for
                the
                claimant to perfect the claim and an explanation of why it is
                needed;

            


    

    
      	 	
              (d)

            	
              An
                explanation of the Agreement’s review procedures and the time limits
                applicable to such procedures; and

            


    

    
      	 	
              (e)

            	
              A
                statement of the claimant’s right to bring a civil action under ERISA
                Section 502(a) following an adverse benefit determination on
                review.

            


    

    


    
      	
              7.2    
                

            	
              Review
                Procedure.
                If the Plan Administrator denies part or all of the claim, the claimant
                shall have the opportunity for a full and fair review by the Plan
                Administrator of the denial, as
                follows:

            


    

    


    
      	 	
              7.2.1

            	
              Initiation
                - Written Request.
                To initiate the review, the claimant, within 60 days after receiving
                the
                Plan Administrator’s notice of denial, must file with the Plan
                Administrator a written request for
                review.

            


    

    


    
      	 	
              7.2.2

            	
              Additional
                Submissions - Information Access.
                The claimant shall then have the opportunity to submit written comments,
                documents, records and other information relating to the claim. The
                Plan
                Administrator shall also provide the claimant, upon request and free
                of
                charge, reasonable access to, and copies of, all documents, records
                and
                other information relevant (as defined in applicable ERISA regulations)
                to
                the claimant’s claim for benefits.

            


    

    


    
      	 	
              7.2.3

            	
              Considerations
                on Review.
                In considering the review, the Plan Administrator shall take into
                account
                all materials and information the claimant submits relating to the
                claim,
                without regard to whether such information was submitted or considered
                in
                the initial benefit determination.

            


    

    


    
      	 	
              7.2.4

            	
              Timing
                of Plan Administrator Response.
                The Plan Administrator shall respond in writing to such claimant
                within 60
                days after receiving the request for review. If the Plan Administrator
                determines that special circumstances require additional time for
                processing the claim, the Plan Administrator can extend the response
                period by an additional 60 days by notifying the claimant in writing,
                prior to the end of the initial 60-day period, that an additional
                period
                is required. The notice of extension must set forth the special
                circumstances and the date by which the Plan Administrator expects
                to
                render its decision.

            


    

    


    
      	 	
              7.2.5

            	
              Notice
                of Decision.
                The Plan Administrator shall notify the claimant in writing of its
                decision on review. The Plan Administrator shall write the notification
                in
                a manner calculated to be understood by the claimant. The notification
                shall set forth:

            


    

    


    
      	 	
              (a)

            	
              The
                specific reasons for the denial;

            


    

    
      	 	
              (b)

            	
              A
                reference to the specific provisions of the Agreement on which the
                denial
                is based;

            


    

    
      	 	
              (c)

            	
              A
                statement that the claimant is entitled to receive, upon request
                and free
                of charge, reasonable access to, and copies of, all documents, records
                and
                other information relevant (as defined in applicable ERISA regulations)
                to
                the claimant’s claim for benefits;
                and

            


    

    
      	 	
              (d)

            	
              A
                statement of the claimant’s right to bring a civil action under ERISA
                Section 502(a). 

            


    

    


    Article
      8

    Amendments
      and Termination

     

    
      	
              8.1     
                

            	
              This
                Agreement may be amended or terminated only by a written agreement
                signed
                by the Bank and the Executive. Provided, however, if the Board determines
                in good faith that the Executive is no longer a member of a select
                group
                of management or highly compensated employees, as that phrase applies
                to
                ERISA, for reasons other than death, Disability or retirement, the
                Bank
                may terminate this Agreement. Additionally, the Bank may also amend
                this
                Agreement to conform to written directives to the Bank from its banking
                regulators or to comply with regulations and guidance promulgated
                under
                Section 409A of the Code. Upon a plan termination, no distributions
                will
                be made, except as permitted under the terms of Article 2 of this
                Agreement.

            


    

    


    Article
      9

    Miscellaneous

    


    
      	
              9.1    
                

            	
              Binding
                Effect.
                This Agreement shall bind the Executive and the
                Bank.

            


    

    


    
      	
              9.2    
                

            	
              No
                Guarantee of Employment.
                This Agreement is not a contract for employment. It does not give
                the
                Executive the right to remain as an employee of the Bank, nor does
                it
                interfere with the Bank's right to discharge the Executive. It also
                does
                not require the Executive to remain an employee nor interfere with
                the
                Executive's right to terminate employment at any
                time.

            


    

    


    
      	
              9.3    
                

            	
              Non-Transferability.
                Benefits under this Agreement cannot be sold, transferred, assigned,
                pledged, attached or encumbered in any
                manner.

            


    

    


    
      	
              9.4    
                

            	
              Tax
                Withholding.
                The Bank shall withhold any taxes that are required to be withheld,
                under
                Section 409A of the Code and regulations thereunder, from the benefits
                provided under this Agreement. The Executive acknowledges that the
                Bank’s
                sole liability regarding taxes is to forward any amounts withheld
                to the
                appropriate taxing authority(ies). 

            


    

    


    
      	
              9.5    
                

            	
              Applicable
                Law.
                The Agreement and all rights hereunder shall be governed by the laws
                of
                the State of California, except to the extent preempted by the laws
                of the
                 United States of America.

            


    

    


    
      	
              9.6    
                

            	
              Unfunded
                Arrangement.
                The Executive is a general unsecured creditor of the Bank for the
                distribution of benefits under this Agreement. The benefits represent
                the
                mere promise by the Bank to distribute such benefits. The rights
                to
                benefits are not subject in any manner to anticipation, alienation,
                sale,
                transfer, assignment, pledge, encumbrance, attachment, or garnishment
                by
                creditors. Any insurance on the Executive's life or other informal
                funding
                asset is a general asset of the Bank to which the Executive has no
                preferred or secured claim.

            


    

    


    
      	
              9.7    
                

            	
              Reorganization. The
                Bank shall not merge or consolidate into or with another bank, or
                reorganize, or sell substantially all of its assets to another bank,
                firm,
                or person unless such succeeding or continuing bank, firm, or person
                agrees to assume and discharge the obligations of the Bank under
                this
                Agreement. Upon the occurrence of such event, the term “Bank” as used in
                this Agreement shall be deemed to refer to the successor or survivor
                bank.

            


    

    


    
      	
              9.8    
                

            	
              Entire
                Agreement. This
                Agreement constitutes the entire agreement between the Bank and the
                Executive as to the subject matter hereof. No rights are granted
                to the
                Executive by virtue of this Agreement other than those specifically
                set
                forth herein.

            


    

    


    
      	
              9.9    
                

            	
              Interpretation.
                Wherever the fulfillment of the intent and purpose of this Agreement
                requires, and the context will permit, the use of the masculine gender
                includes the feminine and use of the singular includes the
                plural.

            


    

    


    
      	
              9.10    
                

            	
              Alternative
                Action.
                In the event it shall become impossible for the Bank or the Plan
                Administrator to perform any act required by this Agreement, the
                Bank or
                Plan Administrator may in its discretion perform such alternative
                act as
                most nearly carries out the intent and purpose of this Agreement
                and is in
                the best interests of the Bank.

            


    

    


    
      	
              9.11    
                

            	
              Headings.
                Article and section headings are for convenient reference only and
                shall
                not control or affect the meaning or construction of any of its
                provisions.

            


    

    


    
      	
              9.12    
                

            	
              Validity.
                In case any provision of this Agreement shall be illegal or invalid
                for
                any reason, said illegality or invalidity shall not affect the remaining
                parts hereof, but this Agreement shall be construed and enforced
                as if
                such illegal and invalid provision has never been inserted
                herein.

            


    

    


    
      	
              9.13    
                

            	
              Notice.
                Any notice or filing required or permitted to be given to the Bank
                or Plan
                Administrator under this Agreement shall be sufficient if in writing
                and
                hand-delivered, or sent by registered or certified mail, to the address
                below: 

            


    

     

    
      	
              Temecula
                Valley Bank

            
	
              27710
                Jefferson Ave., #A-100

            
	
              Temecula,
                CA 92590

            


    

     

    Such
      notice shall be deemed given as of the date of delivery or, if delivery is
      made
      by mail, as of the date shown on the postmark on the receipt for registration
      or
      certification.

    


    Any
      notice or filing required or permitted to be given to the Executive under this
      Agreement shall be sufficient if in writing and hand-delivered, or sent by
      mail,
      to the last known address of the Executive.

    


    
      	
              9.14    
                

            	
              Opportunity
                to Consult with Independent Advisors.
                The Executive acknowledges that he has been afforded the opportunity
                to
                consult with independent advisors of his choosing including, without
                limitation, accountants or tax advisors and counsel regarding both
                the
                benefits granted to him under the terms of this Agreement and the
                (i)
                terms and conditions which may affect the Executive's right to these
                benefits and (ii) personal tax effects of such benefits including,
                without
                limitation, the effects of any federal or state taxes, Section 280G
                of the
                Code, Section 409A of the Code and guidance or regulations thereunder,
                and
                any other taxes, costs, expenses or liabilities whatsoever related
                to such
                benefits, which in any of the foregoing instances the Executive
                acknowledges and agrees shall be the sole responsibility of the Executive
                notwithstanding any other term or provision of this Agreement. The
                Executive further acknowledges and agrees that the Bank shall have
                no
                liability whatsoever related to any such personal tax effects or
                other
                personal costs, expenses, or liabilities applicable to the Executive
                and
                further specifically waives any right for himself or herself, and
                his or
                her heirs, beneficiaries, legal representatives, agents, successor
                and
                assign to claim or assert liability on the part of the Bank related
                to the
                matters described above in this Section 9.14. The Executive further
                acknowledges that he has read, understands and consents to all of
                the
                terms and conditions of this Agreement, and that he enters into this
                Agreement with a full understanding of its terms and
                conditions.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the Executive and a duly authorized representative of the
      Bank
      have signed this Agreement.

    


    


    EXECUTIVE:                                                                    BANK:

    


                                                                                TEMECULA
      VALLEY
      BANK

    
      	 	 	 	 
	By:
              /s/ Frank Basirico, Jr. 	 	 	By:
              /s/ Donald A. Pitcher
	
              

            	 	 	
              

            
	
            	 	 	
              Executive
                Vice President and Chief
                Financial
                Officer