**Exhibit 10.13**

**INDEMNIFICATION AGREEMENT**

This Indemnification Agreement (this “Agreement”) is made and enteredinto as of              , 2005, by and between 1st Pacific Bank of California, a California statebank (the “Bank”), and                  ,[an officer][a director] of the Bank (“Indemnitee”).

**RECITALS**

A.                                   The Bank and Indemnitee are aware of thesubstantial growth in the number of lawsuits filed against corporate directorsand officers in connection with their activities in such capacities and by reasonof their status as such;

B.                                     The Bank and Indemnitee recognize thatthe cost of defending against such lawsuits, whether or not meritorious, istypically beyond the financial resources of most of the Bank’s directors andofficers;

C.                                     The Bank and Indemnitee recognize thatthe legal risks and potential liabilities associated with proceedings filedagainst the Bank’s directors and officers bear no reasonable relationship tothe amount of compensation received by the Bank’s directors and officers;

D.                                    The Bank, after reasonable investigationprior to the date hereof, has determined that the liability insurance coverageavailable to the Bank as of the date hereof is inadequate, unreasonablyexpensive or both.  The Bank believes,therefore, that the interest of the Bank’s shareholders would be best served bya combination of (i) such insurance as the Bank may obtain pursuant to theBank’s obligations hereunder and (ii) a contract with its directors andcertain officers, including Indemnitee, to indemnify such individuals pursuantto Section 317 of the California Corporations Code (the “Code”) againstpersonal liability for actions taken in the performance of their duties to theBank;

E.                                      Section 317 of the Code empowersCalifornia corporations to indemnify their directors and officers;

F.                                      The Board of Directors of the Bank (the “Board”)has concluded that, to retain and attract talented and experienced individualsto serve as the Bank’s directors and officers and to encourage such individualsto take the business risks necessary for the success of the Bank, it isnecessary for the Bank to contractually indemnify its directors and certainofficers, and to assume for itself liability for expenses and damages inconnection with claims against such directors and officers with respect totheir service to the Bank, and has further concluded that the failure toprovide such contractual indemnification could result in great harm to the Bankand its shareholders;

G.                                     The Bank desires and has requestedIndemnitee to serve or continue to serve as a director or officer of the Bank,free from undue concern for the risks and potential liabilities associated withsuch services to the Bank; and

H.                                    Indemnitee is willing to serve, orcontinue to serve, the Bank, provided, and on the expressed condition, that heis furnished with the indemnification provided for herein.

**AGREEMENT**

NOW, THEREFORE, for valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the Bank andIndemnitee agree as follows:

1.                                                                                       Definitions.

(a)                                  “Expenses” means all direct and indirectcosts of any type or nature whatsoever (including, without limitation, any feesand disbursements of Indemnitee’s counsel, accountants and other experts andother out-of-pocket costs) actually and reasonably incurred by Indemnitee inconnection with the investigation, preparation, defense or appeal of aProceeding; provided, however, that Expenses shall not include judgments,fines, penalties or amounts paid in settlement of a Proceeding.

1

----

(b)                                 “Proceeding” means any threatened,pending or completed action or proceeding, whether civil, criminal,administrative or investigative (including an action brought by or in the rightof the Bank) in which Indemnitee may be or may have been involved as a party orotherwise, by reason of the fact that Indemnitee is or was a director orofficer of the Bank, by reason of any action taken by Indemnitee or of anyinaction on his part while acting as such director or officer or by reason ofthe fact that he is or was serving at the request of the Bank as a director,officer, employee or agent of another foreign or domestic corporation,partnership, joint venture, trust or other enterprise, or was a director and/orofficer of the foreign or domestic corporation which was a predecessorcorporation to the Bank or of another enterprise at the request of suchpredecessor corporation, whether or not he is serving in such capacity at thetime any liability or Expense is incurred for which indemnification orreimbursement can be provided under this Agreement.

2.                                                                                       Indemnification.

(a)                                  Third Party Proceedings. The Bank shall indemnify Indemnitee against Expenses, judgments, fines,penalties or amounts paid in settlement actually and reasonably incurred byIndemnitee in connection with a Proceeding (other than a Proceeding by or inthe right of the Bank) provided Indemnitee acted in good faith and in a mannerIndemnitee reasonably believed to be in the best interests of the Bank and itsshareholders, and with respect to any criminal action or proceeding, had noreasonable cause to believe Indemnitee’s conduct was unlawful.  The termination of any Proceeding byjudgment, order, settlement, conviction, or upon a plea of nolo contendere orits equivalent, shall not, of itself, create a presumption that Indemnitee didnot act in good faith and in a manner which Indemnitee reasonably believed tobe in the best interests of the Bank, or, with respect to any criminalProceeding, had no reasonable cause to believe that Indemnitee’s conduct wasunlawful.

(b)                                 Proceedings by or in the Right of theBank.  The Bank shall indemnify Indemnitee againstExpenses and amounts paid in settlement, actually and reasonably incurred byIndemnitee, in connection with a Proceeding by or in the right of the Bank toprocure a judgment in its favor if Indemnitee acted in good faith and in amanner Indemnitee reasonably believed to be in the best interests of the Bankand its shareholders.  Notwithstandingthe foregoing, no indemnification shall be made in respect of (i) any claim,issue or matter as to which Indemnitee shall have been adjudged liable to theBank in the performance of Indemnitee’s duty to the Bank and its shareholdersunless the court in which such action or proceeding is or was pending shalldetermine upon application that, in view of all the circumstances of the case,Indemnitee is fairly and reasonably entitled to indemnity for Expenses and thenonly to the extent that such court shall determine; (ii) any amounts paidby Indemnitee in settling or otherwise disposing of a pending action withoutcourt approval; and (iii) Expenses incurred in defending a pending actionwhich is settled or otherwise disposed of without court approval.

3.                                                                                       Limitations on Indemnification. Notwithstanding any other provision herein to the contrary, the Bankshall not be obligated pursuant to the terms of this Agreement:

(a)                                  Excluded Acts. To indemnify Indemnitee for any acts or omissions or transactions fromwhich a director or officer may not be relieved of liability underSection 204 of the Code or for expenses, penalties, or other paymentsincurred in an administrative proceeding or action instituted by an appropriatebank regulatory agency which proceeding or action results in a final orderassessing civil money penalties or requiring affirmative action by anindividual or individuals in the form of payments to the Bank.

(b)                                 Claims Initiated by Indemnitee. To indemnify or advance Expenses to Indemnitee with respect toProceedings or claims initiated or brought voluntarily by Indemnitee and not byway of defense, except with respect to Proceedings brought to establish orenforce a right to indemnification under this Agreement or any other statute orlaw or otherwise as required under Section 317 of the Code, but suchindemnification or advancement of Expenses may be provided by the Bank inspecific cases if the Board has approved the initiation or bringing of suchProceeding.

(c)                                  Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred by Indemnitee withrespect to any Proceeding instituted by Indemnitee to enforce or interpret thisAgreement, if a court of competent jurisdiction determines that each of thematerial assertions made by Indemnitee in such Proceeding was not made in goodfaith or was frivolous.

2

----

(d)                                 Insured Claims. To indemnify Indemnitee for Expenses or liabilities of any typewhatsoever (including, but not limited to, judgments, fines, ERISA excise taxesor penalties, and amounts paid in settlement) which have been paid directly toor on behalf of Indemnitee by an insurance carrier under a policy of directors’and officers’ liability insurance (“D&O Insurance”) maintained by the Bankor any other policy of insurance maintained by the Bank or Indemnitee.

(e)                                  Claims Under Section 16(b). To indemnify Indemnitee for Expenses and the payment of profits arisingfrom the purchase and sale by Indemnitee of securities in violation ofSection 16(b) of the Securities Exchange Act of 1934, as amended, orany similar successor statute.

(f)                                    Regulatory Limitations. Notwithstanding any other provisions contained herein, this Agreement issubject to the requirements and limitations set forth in state and federallaws, rules, regulations and orders regarding indemnification and prepayment oflegal expenses and liabilities, including Section 18(k) of the Federal DepositInsurance Act and Part 359 of the Federal Deposit Insurance Corporation’s Rulesand Regulations and any successor regulations thereto.  To the extent that there is any conflictbetween state and federal law, federal law shall supersede and control.

4.                                                                                       Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board forindemnification pursuant to Section 2, the Bank shall determine by any ofthe methods set forth in Section 317(e) of the Code whetherIndemnitee has met the applicable standards of conduct which makes itpermissible under applicable law to indemnify Indemnitee.  If a claim under Section 2 is not paidin full by the Bank within ninety (90) days after such written claim has beenreceived by the Bank, Indemnitee may at any time thereafter bring suit againstthe Bank to recover the unpaid amount of the claim and, unless such action isdismissed by the court as frivolous or brought in bad faith, Indemnitee shallbe entitled to be paid also the expense of prosecuting such claim.  Neither the failure of the Bank (includingits Board, independent legal counsel or shareholders) to make a determinationprior to the commencement of such action that indemnification of Indemnitee isproper in the circumstances because Indemnitee has met the applicable standardof conduct under applicable law, nor an actual determination by the Bank(including its Board, independent legal counsel or shareholders) thatIndemnitee has not met such applicable standard of conduct, shall create apresumption that Indemnitee has not met the applicable standard ofconduct.  The court in which such actionis brought shall determine whether Indemnitee or the Bank shall have the burdenof proof concerning whether Indemnitee has or has not met the applicablestandard of conduct.

5.                                                                                       Advancement and Repayment of Expenses. The Expenses incurred by Indemnitee in defending and investigating anyProceeding shall be paid by the Bank in advance of the final disposition ofsuch Proceeding within thirty (30) days after receiving from Indemnitee thecopies of invoices presented to Indemnitee for such Expenses, if Indemniteeshall provide an undertaking to the Bank to repay such amount to the extent itis ultimately determined that Indemnitee is not entitled toindemnification.  In determining whetheror not to make an advance hereunder, the ability of Indemnitee to repay shallnot be a factor.  Notwithstanding theforegoing, in a proceeding brought by the Bank directly, in its own right (asdistinguished from an action brought derivatively or by any receiver ortrustee), the Bank shall not be required to make the advances called for herebyif the Board determines, in its sole discretion, that it does not appear thatIndemnitee has met the standards of conduct which may it permissible underapplicable law to indemnify Indemnitee and the advancement of Expenses wouldnot be in the best interests of the Bank and its shareholders.

6.                                                                                       Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement toindemnification or advancement by the Bank of some or a portion of any Expensesor liabilities of any type whatsoever (including, but not limited to,judgments, fines, penalties, and amounts paid in settlement) incurred byIndemnitee in the investigation, defense, settlement or appeal of a Proceeding,but is not entitled to indemnification or advancement of the total amountthereof, the Bank shall nevertheless indemnify or pay advancements to theIndemnitee for the portion of such Expenses or liabilities to which theIndemnitee is entitled.

7.                                                                                       Notice to Bank by Indemnitee. Indemnitee shall notify the Bank in writing of any matter with respectto which Indemnitee intends to seek indemnification hereunder as soon asreasonably practicable following the receipt by Indemnitee of written noticethereof, provided that any delay in so notifying Bank shall not constitute awaiver by Indemnitee of his rights hereunder. Such written notification to the Bank shall be addressed to the

3

----

Board and shall include a description of the nature of the Proceedingand the facts underlying the Proceeding and be accompanied by copies of anydocuments filed with the court in which the Proceeding is pending.  In addition, Indemnitee shall give the Banksuch information and cooperation as it may reasonably require and as shall bewithin Indemnitee’s power.

8.                                                                                       Maintenance of Liability Insurance.

(a)                                  The Bank hereby agrees that so long asIndemnitee shall continue to serve as a director or officer of the Bank andthereafter so long as Indemnitee shall be subject to any possible Proceeding,the Bank, subject to Section 8(b), shall use its best efforts to obtainand maintain in full force and effect D&O Insurance which provides Indemniteethe same rights and benefits as are accorded to the most favorably insured ofthe Bank’s directors or officers, as the case may be.

(b)                                 Notwithstanding the foregoing, the Bankshall have no obligation to obtain or maintain D&O Insurance if the Bankdetermines in good faith that such insurance is not reasonably available, thepremium costs for such insurance are disproportionate to the amount of coverageprovided, the coverage provided by such insurance is limited by exclusions soas to provide an insufficient benefit, or the Indemnitee is covered by similarinsurance maintained by a subsidiary or parent of the Bank.

(c)                                  If, at the time of the receipt of anotice of a claim pursuant to Section 7, the Bank has D&O Insurance ineffect, the Bank shall give prompt notice of the commencement of suchProceeding to the insurers in accordance with the procedures set forth in therespective policies.  The Bank shallthereafter take all necessary or desirable action to cause such insurers topay, on behalf of Indemnitee, all amounts payable as a result of suchProceeding in accordance with the terms of such policies.

9.                                                                                       Defense of Claim. In the event that the Bank shall be obligated under Section 5 topay the Expenses of any Proceeding against Indemnitee, the Bank, if appropriate,shall be entitled to assume the defense of such Proceeding, with counselapproved by Indemnitee, which approval shall not be unreasonably withheld, uponthe delivery to Indemnitee of written notice of its election to do so.  After delivery of such notice, approval ofsuch counsel by Indemnitee and the retention of such counsel by the Bank, theBank will not be liable to Indemnitee under this Agreement for any fees ofcounsel subsequently incurred by Indemnitee with respect to the same Proceeding. Indemnitee shall have the right toemploy his counsel in any such Proceeding at Indemnitee’s expense and if theemployment of counsel by Indemnitee has been previously authorized by the Bank,or Indemnitee shall have reasonably concluded that there may be a conflict ofinterest between the Bank and the Indemnitee in the conduct of such defense, orthe Bank shall not, in fact, have employed counsel to assume the defense ofsuch Proceeding, then the fees and expenses of Indemnitee’s counsel shall be atthe expense of the Bank.

10.                                                                                 Attorneys’ Fees. In the event that Indemnitee or the Bank institutes an action to enforceor interpret any terms of this Agreement, the Bank shall reimburse Indemniteefor all of the Indemnitee’s reasonable fees and expenses in bringing andpursuing such action or defense, unless as part of such action or defense, acourt of competent jurisdiction determines that the material assertions made byIndemnitee as a basis for such action or defense were not made in good faith orwere frivolous.

11.                                                                                 Continuation of Obligations. All agreements and obligations of the Bank contained herein shallcontinue during the period the Indemnitee is a director or officer of the Bank,or is or was serving at the request of the Bank as a director, officer,fiduciary, employee or agent of another corporation, partnership, jointventure, trust or other enterprise, and shall continue thereafter so long asthe Indemnitee shall be subject to any possible Proceeding by reason of thefact that Indemnitee served in any capacity referred to herein.

12.                                                                                 Successors and Assigns. This Agreement establishes contract rights that shall be binding upon,and shall inure to the benefit of, the successors, assigns, heirs and legalrepresentatives of the parties hereto.

4

----

13.                                                                                 Non-exclusivity.

(a)                                  The provisions for indemnification andadvancement of Expenses set forth in this Agreement shall not be deemed to beexclusive of any other rights that the Indemnitee may have under any provisionof law, the Bank’s Articles of Incorporation or Bylaws, the vote of theBank’s shareholders or disinterested directors, other agreements or otherwise,both as to action in his official capacity and action in another capacity whileoccupying his position as a director or officer of the Bank.

(b)                                 In the event of any changes in anyapplicable law, statute or rule which narrow the right of a Californiacorporation to indemnify a director or officer, such changes, to the extent nototherwise required by such law, statute or rule to be applied to thisAgreement, shall have no effect on this Agreement or the parties rights andobligations hereunder.

14.                                                                                 Effectiveness of Agreement. To the extent that the indemnification permitted under the terms ofcertain provisions of this Agreement exceeds the scope of the indemnificationprovided for in the Code, such provisions shall not be effective unless anduntil the Bank’s Articles of Incorporation authorize such additionalrights of indemnification.  In all otherrespects, the balance of this Agreement shall be effective as of the date setforth on the first page and may apply to acts or omissions of Indemnitee whichoccurred prior to such date if Indemnitee was a director, officer, employee orother agent of the Bank, or was serving at the request of the Bank as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise, at the time such act or omission occurred.

15.                                                                                 Severability. Nothing in this Agreement is intended to require or shall be construedas requiring the Bank to do or fail to do any act in violation of applicablelaw.  The Bank’s inability, pursuant tocourt order, to perform its obligations under this Agreement shall notconstitute a breach of this Agreement. The provisions of this Agreement shall be severable as provided in thisSection 15.  If this Agreement orany portion hereof shall be invalidated on any ground by any court of competentjurisdiction, then the Bank shall nevertheless indemnify Indemnitee to the fullextent permitted by any applicable portion of this Agreement that shall nothave been invalidated, and the balance of this Agreement not so invalidatedshall be enforceable in accordance with its terms.

16.                                                                                 Governing Law. This Agreement shall be interpreted and enforced in accordance with thelaws of the State of California and applicable federal law.  To the extent permitted by applicable law,the parties hereby waive any provisions of law which render any provision ofthis Agreement unenforceable in any respect.

17.                                                                                 Notice.  Unless otherwise specifically permitted bythis Agreement, all notices or other communications required or permitted underthis Agreement shall be in writing, and shall be personally delivered or sentby registered or certified mail, postage prepaid return receipt requested andshall be deemed received: (i) if personally delivered, upon the date ofdelivery to the address of the person to receive such notice, (ii) ifmailed in accordance with the provisions of this paragraph, two (2) businessdays after the date placed in the United States mail, or (iii) if mailedother than in accordance with the provisions of this paragraph or mailed from outside the United States, uponthe date of delivery to the address of the person to receive such notice.  Notices shall be given at the followingaddresses:
| If to the Bank:                                                                                                                          |   | If to Indemitee:                                                                             |
|------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------|
|                                                                                                                                     |   |                                                                                         |
| 1st Pacific Bank of California  Attn: Chairman of the Board of Directors  7728 Regents Road, Suite 503  San Diego, CA 92122         |   | To Indemnitee’s last known address as set forth in  the  personnel records of the Bank. |
|                                                                                                                                     |   |                                                                                         |
| With a copy to:                                                                                                                          |   |                                                                                         |
|                                                                                                                                     |   |                                                                                         |
| Kurt L.  Kicklighter, Esq.  Luce, Forward, Hamilton & Scripps LLP  600 West Broadway, Suite 2600  San Diego, CA 92101 |   |                                                                                         |

 

5

----

The relevant party may change the address for delivery of notices bygiving notice of such change in accordance with this paragraph.

18.                                                                                 Mutual Acknowledgment. Both the Bank and Indemnitee acknowledge that in certain instances,federal law or applicable public policy may prohibit the Bank from indemnifyingits directors and officers under this Agreement or otherwise.  Indemnitee understands and acknowledges thatthe Bank has undertaken or may be required in the future to undertake with theFederal Reserve Board or other regulators of the Bank to submit the question ofindemnification to a court in certain circumstances for a determination of theBank’s right under public policy to indemnify Indemnitee.

19.                                                                                 Counterparts. This Agreement may be executed in one or more counterparts and byfacsimile, each of which shall constitute an original.

20.                                                                                 Amendment and Termination. No amendment, modification, termination or cancellation of thisAgreement shall be effective unless in writing signed by both parties hereto.

6

----

IN WITNESS WHEREOF, the parties have executed this Agreement as of theday and year set forth above.
| **BANK:******                                                         | ** **                                                                                       | **INDEMNITEE:**     |
|-----------------------------------------------------------------------|--------------------------------------------------------------------------------------------------|---------------------|
| ** **                                                            | ** **                                                                                       | ** **          |
| **1****st Pacific Bank of California, a California  state bank** |                                                                                             | *** ***        |
| ** **                                                            |                                                                                             | *** ***        |
| ** **                                                            |                                                                                             | ***[Insert Name]*** |
| By:                                                                   |                                                                                             |                |   |
| Title:                                                                |    James  G. Knight, M.D., Chairman of the      Board of Directors |                |   |

 

 

7

----