EXHIBIT 10.17(c)

                          TEMECULA VALLEY BANCORP INC.
                            2004 STOCK INCENTIVE PLAN

                        INCENTIVE STOCK OPTION AGREEMENT


     This Option Agreement ("Option  Agreement") is made and entered into by and
between Temecula Valley Bancorp Inc. ("Company") and _________ ("Optionee"),  as
of the __ day of ____, _____ ("Date of Grant").

                                    RECITALS

     A. The Plan is intended to act as an incentive to retain officers and other
employees  of the Company and its  Affiliates  and to enhance the ability of the
Company and its  Affiliates to attract such people whose services are considered
unusually valuable by providing an opportunity to have a proprietary interest in
the success of the Company.

     B. The Administrator under the Plan has approved the granting of options to
the  Optionee  pursuant to the Plan to provide an  incentive  to the Optionee to
focus on the long-term growth of the Company.

     In  consideration  of the mutual  covenants and conditions  hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Optionee agree as follows:

     1. Grant of Option. The Company hereby grants to the Optionee the right and
option  ("Option")  to purchase an  aggregate  of ____ Shares (such number being
subject to  adjustment  as provided in  paragraph 10 hereof and Section 8 of the
Plan) of the Common Stock of the Company on the terms and conditions  herein set
forth. This Option may be exercised in whole or in part and from time to time as
hereinafter provided. The Option granted under this Option Agreement is intended
to be an  "incentive  stock  option" as set forth in Section 422 of the Internal
Revenue Code of 1986, as amended.

     2.  Vesting of  Option.  The Option  shall vest and become  exercisable  in
accordance with the following schedule:

     . [generally, a 3 year vesting schedule with 1/3 of the grant vesting every
year]


     3.  Purchase  Price.  The price at which the Optionee  shall be entitled to
purchase  the Shares  covered by the Option  shall be $______  per share,  which
price is 100% of the Fair Market Value of the Shares on the Date of Grant.

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     4. Term of Option.  The Option  granted under this Option  Agreement  shall
expire,  unless  otherwise  exercised,  ten (10)  years  from the Date of Grant,
through  and   including  the  normal  close  of  business  of  the  Company  on
_________________   ("Expiration  Date"),  subject  to  earlier  termination  as
provided in paragraph 8 hereof.

     5.  Exercise of Option.  The Option may be  exercised by the Optionee as to
all or any part of the Shares  then vested by delivery to the Company of written
notice of exercise and payment of the purchase price as provided in paragraphs 6
and 7 hereof.

     6. Method of Exercising Option. Subject to the terms and conditions of this
Option Agreement,  the Option may be exercised by timely delivery to the Company
of written  notice,  which notice shall be effective on the date received by the
Company.  The notice shall state the Optionee's election to exercise the Option,
the number of Shares in respect of which an election to exercise  has been made,
the method of payment elected (see paragraph 7 hereof),  the exact name or names
in which the Shares will be  registered  and the Social  Security  number of the
Optionee.  Such notice shall be signed by the Optionee and shall be  accompanied
by payment of the purchase  price of such Shares.  In the event the Option shall
be exercised by a person or persons  other than  Optionee,  such notice shall be
signed  by such  other  person or  persons  and  shall be  accompanied  by proof
acceptable  to the  Company  of the legal  right of such  person or  persons  to
exercise the Option.  All Shares  delivered by the Company upon  exercise of the
Option shall be fully paid and nonassessable upon delivery.

     7. Method of Payment for  Options.  Payment for Shares  purchased  upon the
exercise  of the  Option  shall be made by the  Optionee  in cash or such  other
method  permitted  by the  Administrator  and  communicated  to the  Optionee in
writing  prior to the date the  Optionee  exercises  all or any  portion  of the
Option.

     8. Term of Options Upon Resignation or Termination.

     (i)  Termination of Service.  Upon  termination  of an Optionee's  Service,
other than due to death, Disability, or Cause, the Optionee may exercise his/her
Option,  but only on or prior to the date  that is three  months  following  the
Optionee's  Termination  Date,  and only to the  extent  that the  Optionee  was
entitled to exercise such Option on the Termination  Date (but in no event later
than the  expiration  of the term of such Option,  as set forth in the Notice of
Stock Option Grant to the Option  Agreement).  If, after termination of Service,
the Optionee does not exercise his/her Option within the time specified  herein,
the Option shall terminate.

     (ii) Disability of Optionee.  In the event of termination of the Optionee's
Service due to his/her Disability, the Optionee may exercise his/her Option, but
only on or prior to the date that is twelve  months  following  the  Termination
Date,  and only to the extent that the Optionee  was  entitled to exercise  such
Option on the  Termination  Date (but in no event later than the expiration date
of the term of the  Option,  as set  forth  in  Section  4  hereof).  If,  after
Termination  of Service due to  Disability,  the Optionee  does not exercise the
Option to the extent so entitled  within the time specified  herein,  the Option
shall terminate.

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     (iii) Death of Optionee. In the event that the Optionee should die while in
Service, the Optionee's Option may be exercised by the Optionee's estate or by a
person  who has  acquired  the  right to  exercise  the  Option  by  bequest  or
inheritance,  but only on or prior to the date that is twelve  months  following
the date of death,  and only to the extent  that the  Optionee  was  entitled to
exercise  the  Option  at the date of  death  (but in no  event  later  than the
expiration date of the term of his/her Option, as set forth in Section 4 hereof.
If, after  death,  the  Optionee's  estate or a person who acquires the right to
exercise  the Option by  bequest or  inheritance  does not  exercise  the Option
within the time specified herein, the Option shall terminate.

     (iv) Cause. In the event of termination of Optionee's Service due to Cause,
the  Optionee's  Options shall  terminate on the  Termination  Date.  Cause,  as
defined in the Plan, means the definition given under the Optionee's  employment
agreement  with the  Company  or  Affiliate,  or a policy of the  Company  or an
Affiliate.  If the  Optionee  does  not  have  an  employment  agreement  or the
employment  agreement  does  not  define  this  term,  or if the  Company  or an
Affiliate  does not have a policy  that  defines  this term,  then  Cause  shall
include  malfeasance  or gross  misfeasance  in the  performance  of  duties  or
conviction  of  illegal   activity  in  connection   therewith  or  any  conduct
detrimental  to the  interests of the Company or an Affiliate  which  results in
termination  of the  Optionee's  Service  with the Company or an  Affiliate,  as
determined by the Administrator.

     9.   Transferability.   Options  may  not  be  sold,   pledged,   assigned,
hypothecated,  transferred  or disposed of in any manner other than by will,  by
the laws of  descent  and  distribution,  by  instrument  to an  inter  vivos or
testamentary  trust in which Options are to be passed to beneficiaries  upon the
death of the trustor (settler) or by gift to Immediate  Family.  Notwithstanding
the immediately  preceding  sentence,  Incentive  Stock Option  transfers may be
limited  by the  Administrator  in order to  comply  with the Code and  shall be
further limited,  if necessary,  so that neither the transfer of an Option other
than an Incentive  Stock Option to such Immediate  Family,  nor the ability of a
Optionee to make such a transfer shall have adverse  consequences to the Company
or the Optionee by reason of Section 162(m) of the Code.

     10.  Adjustments  in Number of Shares and Option  Price.  In the event of a
stock dividend or in the event the Shares shall be changed into or exchanged for
a  different  number or class of shares of stock of the  Company  or of  another
corporation, whether through reorganization,  recapitalization,  stock split-up,
combination of shares,  merger or consolidation,  there shall be substituted for
each such  remaining  Share then  subject to this Option the number and class of
shares of stock into which each  outstanding  Share shall be so  exchanged,  all
without any change in the aggregate  purchase  price for the Shares then subject
to the Option, all as set forth in Section 8 of the Plan.

     11.  Delivery of Shares.  No Shares shall be delivered upon exercise of the
Option until (i) the  purchase  price shall have been paid in full in the manner
herein provided; (ii) applicable taxes required to be withheld have been paid or
withheld in full;  (iii)  approval  of any  governmental  authority  required in
connection  with the  Option,  or the  issuance of Shares  thereunder,  has been
received by the Company; and (iv) if required by the Administrator, the Optionee
has  delivered to the  Administrator  an  Investment  Letter in form and content
satisfactory to the Company as provided in paragraph 12 hereof.

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     12. Securities Act. The Company shall not be required to deliver any Shares
pursuant to the  exercise of all or any part of the Option if, in the opinion of
counsel for the Company,  such issuance would violate the Securities Act of 1933
or any other  applicable  federal or state  securities laws or regulations.  The
Administrator  may require that the Optionee,  prior to the issuance of any such
Shares  pursuant to  exercise  of the Option,  sign and deliver to the Company a
written  statement  ("Investment  Letter")  stating  (i)  that the  Optionee  is
purchasing  the  Shares  for  investment  and  not  with a view  to the  sale or
distribution  thereof;  (ii) that the Optionee will not sell any Shares received
upon exercise of the Option or any other shares of the Company that the Optionee
may then own or  thereafter  acquire  except  either  (a)  through a broker on a
national  securities  exchange  or (b) with the prior  written  approval  of the
Company; and (iii) containing such other terms and conditions as counsel for the
Company may reasonably  require to assure  compliance with the Securities Act of
1933 or other applicable federal or state securities laws and regulations.  Such
Investment  Letter shall be in form and content  acceptable to the Administrator
in its sole discretion.

     13.  Federal and State  Taxes.  Upon  exercise  of the Option,  or any part
thereof, the Optionee may incur certain liabilities for federal,  state or local
taxes and the Company may be required by law to withhold  such taxes for payment
to taxing authorities.  Upon determination by the Company of the amount of taxes
required  to be  withheld,  if any,  with  respect  to the  Shares  to be issued
pursuant to the exercise of the Option, the Optionee shall pay all Federal state
and local tax withholding requirements to the Company.

     14.  Definitions;  Copy of Plan.  To the extent not  specifically  provided
herein,  all capitalized terms used in this Option Agreement shall have the same
meanings  ascribed  to  them  in the  Plan.  By the  execution  of  this  Option
Agreement, the Optionee acknowledges receipt of a copy of the Plan.

     15. Administration.  This Option Agreement shall at all times be subject to
the terms  and  conditions  of the Plan and the Plan  shall in all  respects  be
administered  by the  Administrator  in  accordance  with  the  terms  of and as
provided  in the  Plan.  The  Administrator  shall  have the  sole and  complete
discretion with respect to all matters  reserved to it by the Plan and decisions
of the majority of the  Administrator  with  respect  thereto and to this Option
Agreement  shall be final and binding upon the Optionee and the Company.  In the
event of any conflict  between the terms and conditions of this Option Agreement
and the Plan, the provisions of the Plan shall control.

     16.  Continuation  of  Directorship.  This  Option  Agreement  shall not be
construed  to confer  upon the  Optionee  any right to continue as an officer or
employee of the Company or any Affiliate.

     17.  Obligation  to Exercise.  The  Optionee  shall have no  obligation  to
exercise any Option granted by this Option Agreement.

     18.   Governing  Law.  This  Option  Agreement  shall  be  interpreted  and
administered  under the laws of the State of California,  applied without regard
to conflict of law principals.

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     19.  Amendments.  This Option  Agreement  may be amended  only by a written
agreement executed by the Company and the Optionee. The Company and the Optionee
acknowledge  that changes in federal tax laws enacted  subsequent to the Date of
Grant,  and  applicable  to stock  options,  may provide for tax benefits to the
Company or the Optionee.  In any such event,  the Company and the Optionee agree
that this Option Agreement may be amended as necessary to secure for the Company
and the Optionee any benefits  that may result from such  legislation.  Any such
amendment  shall be made only upon the  mutual  consent  of the  parties,  which
consent (of either party) may be withheld for any reason.

     20. Tax Information and Notice of Disqualifying Disposition. This Option is
intended to be eligible for treatment as an Incentive Stock Option under Section
422 of the Code.  Whether  this  Option will  receive  such tax  treatment  will
depend,  in part, on the actions by Optionee after exercise of this Option.  For
example,  if the  Optionee  disposes  of any of the Shares  acquired  under this
Option  within two years  after the Date of Grant or within one year of the date
of exercise of this Option,  Optionee may lose the benefits of Code Section 422.
Accordingly,  the  Company  makes no  representations  by way of the Plan,  this
Option Agreement,  or otherwise,  with respect to the actual tax consequences of
the grant or exercise of this Option or the subsequent disposition of the Shares
acquired under this Option.

     If the Optionee sells or makes a disposition (within the meaning of Section
422 of the Code) of any of the Shares  acquired  under this Option  prior to the
later of (i) one year  from the date of  exercise  of such  Option,  or (ii) two
years from the Date of Grant,  the Optionee agrees to give written notice to the
Company of such  disposition.  The notice shall  include  Optionee's  name,  the
number, exercise price and exercise date of the Shares disposed of, and the date
of disposition.

     IN WITNESS WHEREOF, the Company has caused this Option Agreement to be duly
executed by its officer  thereunto duly authorized and the Optionee has hereunto
set his or her hand as of the date first written above.


TEMECULA VALLEY BANCORP INC.



By:      _______________________________    ____________________________________




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