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                                  EXHIBIT 10.33

                               SECOND AMENDMENT OF
                             VALLEY INDEPENDENT BANK
                              AMENDED AND RESTATED
                          SALARY CONTINUATION AGREEMENT

         WHEREAS, Valley Independent Bank, a state chartered commercial bank
located in El Centro, California (the "Company"), and Harry G. Gooding (the
"Executive") have entered into the Valley Independent Bank Amended and Restated
Salary Continuation Agreement (the "Salary Continuation Agreement"); and

         WHEREAS, the Salary Continuation Agreement was amended and restated
effective as of November 13, 2000 and amended as of July 1, 2002, and further
amendment of the Salary Continuation Agreement now is considered desirable;

         NOW, THEREFORE, by virtue and in exercise of the power reserved to the
Company and the Executive by Article 7 of the Salary Continuation Agreement, and
pursuant to the authority delegated to the undersigned officer of the Company to
act on the Company's behalf, the Salary Continuation Agreement is amended,
effective July 30, 2002, in the following particulars:

         1. By adding the following new Article 1A immediately prior to Article
1 of the Salary Continuation Agreement as a part thereof:

                                   "ARTICLE 1A
                          Payment and Waiver Provision

         1A.1  Payment and Waiver Provision. Notwithstanding any other provision
               of this Agreement to the contrary, the following provision shall
               apply:

               If, during the Employment Period (as that term is defined in that
               certain Employment Agreement dated July 30, 2002, entered into
               between the Executive and Valley Independent Bank), the Executive
               voluntarily terminates his employment with the Company for any
               reason other than the Executive's death, Disability, or because
               of material demotion under Section 1.2 or a relocation outside of
               California under Section 1.4 or if the Executive is terminated
               under the Termination for Cause, then the Executive will not be
               entitled to any benefits of any kind under this Agreement
               (including Early Termination Benefit) and the Executive hereby
               waives any right to assert any other claim of any kind for such
               benefits in such event."

         2. By amending Section 1.1 of the Salary Continuation Agreement to
modify the definition of Change of Control to "any acquisition other than an
acquisition by Rabobank International or any of its affiliated companies."


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         3. By amending Section 2.2.2 to read that "The annual benefit shall be
paid to the Executive for 20 years."

         IN WITNESS WHEREOF, the Company, by its duly authorized officer, and
the Executive have caused this amendment to be executed this 30th day of
July, 2002.

                                        VALLEY INDEPENDENT BANK

                                          /s/ Dennis L. Kern
                                        ---------------------------------------
                                        By:  Dennis L. Kern
                                            -----------------------------------
                                        Its:  President & CEO
                                             ----------------------------------


                                          /s/   Harry G. Gooding
                                        ---------------------------------------
                                        EXECUTIVE



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