EXHIBIT 10.10

                             FIRST AMENDMENT TO THE
                                JAMES W. ANDREWS
                              EMPLOYMENT AGREEMENT



                  This First Amendment ("First Amendment") to that certain
Employment Agreement dated June 1, 2002 ("Original Agreement") is entered into
as of the 24th day of November 2004 by and between James W. Andrews, an
individual ("Executive") and Temecula Valley Bank, a national banking
association ("Bank").

                                  R E C I T A L
                                  -------------

                  Bank and Executive wish to amend the Original Agreement as
provided in this First Amendment.

                                A G R E E M E N T
                                -----------------

                  NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, the parties hereby agree and
consent to the amendment of the Original Agreement, effective on the date
hereof, as follows:

     1. New Sections  3.7 and 3.8 are hereby added to the Original  Agreement as
follows:

                           "3.7 Club Membership and Dues. Bank shall pay, in the
         name of Executive, the $40,000 expense of a personal golf membership
         (the Membership") at The Golf Club of California in Fallbrook,
         California. Except as provided below, at the time each year of the
         annual bonus payments made by Bank to one or more of its executives,
         Executive shall repay to Bank, in four annual installments of $5,000
         each, $20,000 of the $40,000 cost, commencing in 2005 and continuing
         for each successive year. If Executive's employment with Bank is
         terminated by Bank pursuant to Section 4.1 or by Executive pursuant to
         Section 4.2(a), Executive shall, on the date of termination or before,
         pay Bank the remaining balance due to Bank for the Membership. If
         Executive is terminated within 60 days of a "change of control" (as
         defined below), and such termination is not based upon a Section 4.1
         termination, the balance due for the Membership from Executive to Bank
         at the time of termination shall not be required to be repaid by
         Executive, but will be included in Executive's salary as non-cash
         compensation. Bank shall pay monthly dues relative to the Membership
         not to exceed $500 per month until the termination of Executive's
         employment for any reason or no reason. For purposes of this Section
         3.7, "change of control" shall have the following meaning: (a) a
         reorganization, merger, consolidation or other form of corporate

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         transaction or series of transactions, in each case, with respect to
         which persons who were the shareholders of Bank or its parent
         immediately prior to such reorganization, merger or consolidation or
         other transaction do not, immediately thereafter, directly or
         indirectly, own more than 50% of the combined voting power entitled to
         vote generally in the election of directors of the reorganized, merged
         or consolidated entity's then outstanding voting securities; (b) the
         sale of more than 50% of the assets of Bank to any person or entity not
         controlled by or under common control with Bank; or (c) the acquisition
         by any person, entity or "group", within the meaning of Section
         13(d)(3) or 14(d)(2) of the Securities Exchange Act, (excluding any
         employee benefit plan of Bank, its subsidiaries or its parent which
         acquires beneficial ownership (within the meaning of Rule 13d-3
         promulgated under the Securities Exchange Act)) of more than 50% of the
         outstanding shares of any class of voting stock of the Bank or its
         parent.

                           3.8 Business Expenses. Executive shall be entitled to
         reimbursement by Bank for any ordinary and necessary business expenses
         incurred by Executive in the performance of Executive's duties and in
         acting for Bank during the Term, provided that an independent officer
         of Bank approves such expenses in accordance with Bank policy. In
         accordance with Bank policy, Executive shall furnish to Bank adequate
         records and other documentary evidence required by federal and state
         statutes and regulations issued by the appropriate taxing authorities
         for the substantiation of such payments as deductible business expenses
         of Bank."

     2. Continued Effect.  Except as otherwise  expressly  provided herein,  the
Original  Agreement will continue in full force and effect,  in accordance  with
its terms.

     3. Miscellaneous.  This First Amendment will be governed in all respects by
the laws of the State of  California  as such  laws are  applied  to  agreements
between  California  residents entered into and to be performed  entirely within
California.  This First Amendment  constitutes the full and entire understanding
and  agreement  between  the  parties  with  regard to the  subjects  hereof and
supersedes  all  prior  written  and  oral   agreements,   representations   and
commitments,  if any,  between the parties with respect to such  subjects.  This
First  Amendment  may be executed in any number of  counterparts,  each of which
will be an original, but all of which together will constitute one instrument.

                  IN WITNESS WHEREOF, the parties hereto have executed this
First Agreement on November 24, 2004.


/S/                                           TEMECULA VALLEY BANK, N.A.,
--------------------------------------------  a national banking association
JAMES W. ANDREWS, an individual

                                              By: /S/
                                                  ------------------------------
                                                  Stephen H. Wacknitz
                                                  President and Chief Executive
                                                  Officer

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