<PAGE>

                              EMPLOYMENT AGREEMENT

      This Agreement is made and is effective as of July 1, 1998, by and
between Fallbrook National Bank ("Bank") and L. Bruce Mills, Jr.
("Executive").

      WHEREAS, Executive is currently employed by the Bank in the capacity as
Senior Vice President and Chief Financial Officer, and Executive's
background, expertise and efforts are believed to be important to the
continued success and financial strength of the Bank; and

      WHEREAS, the Bank wishes to assure itself of the continued opportunity
to benefit from Executive's services for the period provided in this
Agreement, and Executive wishes to serve in the employ of the Bank on a
full-time basis solely in accordance with the terms hereof for such purposes;
and

      WHEREAS, the Board of Directors of the Bank ("Board") has determined
that the best interests of the Bank would be served by Executive's continued
employment with the Bank under the terms of this Agreement;

      NOW, THEREFORE, in order to effect the foregoing, the parties hereto
wish to enter into an employment agreement on the terms and conditions set
forth below. Accordingly, in consideration of the premises and the respective
covenants and agreements of the parties herein contained, and intending to be
legally bound hereby, the parties hereto agree as follows:

      1. DEFINITIONS.

         (a) "AGREEMENT" means this employment agreement and any amendments
hereto complying with Section 14(a) hereof.

         (b) "BOARD" means the Board of Directors of the Bank unless the
context otherwise requires.

         (c) "CAUSE" means:

                  (i) Executive's personal dishonesty, incompetence or willful
         misconduct;

                  (ii) Executive's breach of fiduciary duty involving personal
         profit;

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<PAGE>

                  (iii) Executive's intentional failure to perform Executive's
         duties for the Bank after a written demand for performance is given to
         Executive by the Board which demand specifically identifies the manner
         in which the Board believes that Executive has not performed his
         duties;

                  (iv) Executive's willful violation of any law, rule,
         regulation or final cease and desist order (other than traffic
         violations or similar minor offenses) to the extent detrimental to the
         Bank's business or reputation; or

                  (v) Executive's material breach of any provision of this
         Agreement.

         (d) "CHANGE IN CONTROL" means a change of control of the Bank of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or in response to any similar item on any
similar schedule or form) promulgated under the Securities Exchange Act,
whether or not the Bank is then subject to such reporting requirement;
provided, however, that without limitation, a Change in Control shall be
deemed to have occurred if:

                  (i) there is a transfer, voluntarily or by hostile takeover,
         by proxy contest (or similar action), operation of law, or otherwise,
         of Control of the Bank;

                  (ii) any Person is or becomes the "beneficial owner" (as
         defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act or
         any successor provisions thereof), directly or indirectly, of
         securities of the Bank representing 20% or more of the combined voting
         power of the Bank's then outstanding securities;

                  (iii) the individuals who were members of the Board
         immediately prior to a meeting of the shareholders of the Bank, which
         meeting involves a contest for the election of directors, do not
         constitute a majority of the Board following such meeting or election;

                  (iv) a merger, consolidation or sale of all or substantially
         all of the assets of the Bank; or

                  (v) there is a change, during any period of two consecutive
         years, of a majority of the Board as constituted as of the beginning of
         such period, unless the election of each director who is not a director
         at the beginning of such period was approved by a vote of at least
         two-thirds of the directors then in office who were directors at the
         beginning of such period.

         (e) "CODE" shall mean the Internal Revenue Code of 1986, as amended.

                                       2
<PAGE>

         (f) "CONTROL" means the possession, direct or indirect, by any
Person or "group" (as defined in Section 13(d) of the Securities Exchange
Act) of the power to direct or cause the direction of the management policies
of the Bank, whether through ownership of voting securities, by contract or
otherwise, and in any case means the ability to determine the election of a
majority of the directors of the Bank.

         (g) "DISABILITY" means physical or mental illness resulting in
Executive's absence on a full-time basis from Executive's duties with the
Bank for 180 calendar days, subject to the procedure described in Section
7(a).

         (h) "EXPIRATION" means the termination of this Agreement (including
Executive's employment hereunder) and of any further obligations of the
parties (except as specified in this Agreement) upon completion of the Term.

         (i) "PERSON" means an individual, a group acting in concert, a
corporation, a partnership, an association, a joint stock company, a trust,
any unincorporated organization, a government or political subdivision
thereof, or any other entity whatsoever.

         (j) "RESIGN FOR GOOD REASON" OR "RESIGNATION FOR GOOD REASON" has the
meaning found in Section 7(e).

         (k) "TERM" means the initial term of this Agreement and any
extensions hereof, as provided in Section 4, whether prior to or following a
Change in Control.

         (l) "TERMINATION" OR "TERMINATE(D)" means the termination of
Executive's employment hereunder for any of the following reasons unless the
context indicates otherwise:

                  (i)    Retirement by Executive;

                  (ii)   Death of Executive;

                  (iii)  Disability;

                  (iv)   Expiration;

                  (v)    Resignation for Good Reason;

                  (vi)   Resignation other than Resignation for Good Reason;

                  (vii)  Termination Without Cause; and

                  (viii) Termination for Cause.


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<PAGE>

         (m) "TERMINATION WITHOUT CAUSE" OR "TERMINATE(D) WITHOUT CAUSE" means
the cessation of Executive's employment hereunder for any reason except:

                  (i)    A resignation by Executive;

                  (ii)   Termination for Cause;

                  (iii)  Retirement;

                  (iv)   Disability;

                  (v)    Death; or

                  (vi)   Expiration.

      2. EMPLOYMENT. The Bank hereby agrees to continue to employ the
Executive, and the Executive hereby agrees to continue to serve the Bank, for
the period stated in Section 4 hereof and upon the terms and conditions set
forth herein.

      3. POSITION AND RESPONSIBILITIES. The Executive shall serve as Senior
Vice President and Chief Financial Officer of the Bank and, subject to the
provisions of Section 5 below, shall have such responsibilities, duties and
authority as are generally associated with such positions and as may from
time to time be assigned to the Executive by the Board that are consistent
with such responsibilities, duties and authority. During the Term of this
Agreement, the Executive shall devote all his time, attention, skill and
efforts during normal business hours to the business and affairs of the Bank;
provided, however, until August 31, 1998, Executive will be permitted to
provide services to his former employer as requested from time to time so
long as such activity does not materially interfere with Executive's duties
and responsibilities hereunder.

      4. TERM OF AGREEMENT. Subject to the terms and provisions of this
Agreement, this Agreement and the period of Executive's employment shall be
deemed to have commenced as of July 1, 1998, and shall continue for an
initial term of two and one-half years (2-1/2) calendar years thereafter and
any extensions thereafter. The initial term shall automatically be extended
for an additional one (1) full calendar year without further action by the
parties on January 1, 1999, and on each succeeding, January 1 thereafter,
such that as of each such January 1, this Agreement shall have a remaining
term of three (3) calendar years. Each party may stop an automatic calendar
year extension, however, by serving written notice ("Notice of Non-Renewal")
upon the other within 90 calendar days prior to January 1, 2001, or within 90
calendar days prior to January 1 of any succeeding year, as the case may be,
of such party's intention that this Agreement shall expire at the end of such
Term. In the event the Bank retains Executive as an employee following the
expiration of the Term, such employment, absent a written agreement to the
contrary, will be on an at-will basis with such compensation and upon such
terms as the parties may then agree, subject to termination

                                       4
<PAGE>

at any time with or without cause, and without liability. If the Bank does
not retain Executive as an employee after the Expiration of the Term,
Executive's employment shall cease without further liability of the parties
to each other. Executive's employment shall also terminate, and the Term of
this Agreement will expire, upon Executive's resignation (unless resignation
is for Good Reason after a Change in Control), retirement, death or
Disability, or upon Executive's Termination for Cause.

      5. DUTIES.

         (a) The Bank and Executive hereby agree that, subject to the
provisions of this Agreement, the Bank shall employ Executive, and Executive
shall serve the Bank as an executive officer for the Term of this Agreement.
The specific executive position(s) in which Executive will serve will be
designated from time to time by the Board.

         (b) During the Term hereof, Executive shall devote substantially all
of his or her business time, attention, skill and efforts to the faithful
performance of the business of the Bank to the fullest extent necessary to
properly discharge his or her duties and responsibilities hereunder.
Executive's position and duties with the Bank shall be as identified from
time to time by the Board of Directors of the Bank. Further, with the
approval of the Board, from time to time, Executive may serve, or continue to
serve, on the boards of directors of, and hold any other offices or positions
in, companies or charitable, political or civic organizations, which, in such
Board's judgment, will not present any material conflict of interest with the
Bank and will not unfavorably affect the performance of Executive's duties
pursuant to this Agreement.

      6. SALARY, BONUS PAYMENTS AND RELATED MATTERS.

         (a) SALARY. During the period of the Executive's employment
hereunder, the Bank shall pay to the Executive a base salary of One Hundred
Fifteen Thousand Dollars ($115,000.00) per year, payable at regular intervals
in accordance with the Bank's normal payroll practices now or hereafter in
effect. Executive's salary shall be reviewed at least annually by the Board
or a committee designated by the Board and shall be adjusted based upon
Executive's job performance and the Bank's financial condition and
performance; provided, however, that in no event shall Executive's monthly
salary be lower than the initial amount set forth above unless, in the good
faith judgment of the Board, the financial condition of the Bank requires a
general decrease in the salaries of executive officers of the Bank. The first
such salary review shall be undertaken no later than January 1, 1998 and
completed no later than June 30, 1998. Notwithstanding the foregoing, if
there is a Change in Control, Executive's salary shall not be less than
Executive's annual salary for the year immediately preceding the Change in
Control.

         (b) INCENTIVE/BONUS PAYMENTS. During the period of the Executive's
employment hereunder, the Executive may receive such discretionary bonuses as
may be granted to him from time to time by the Board. In addition, Executive
shall be eligible to receive such bonuses, if any, as shall be awarded
Executive pursuant to Executive's Employee Incentive Plan, attached.

                                       5
<PAGE>

         (c) EXPENSES. During the period of the Executive's employment
hereunder, the Executive shall be entitled to receive prompt reimbursement
for all reasonable and customary expenses incurred by the Executive in
performing services hereunder in accordance with the general policies and
procedures established by the Bank.

         (d) EMPLOYEE BENEFITS AND PERKS. During the period of the
Executive's employment hereunder, the Executive shall be entitled to
participate in all employee benefits plans or arrangements of the Bank on the
same basis as other employees of the Bank including, without limitation,
plans or arrangements providing medical insurance, dental insurance, life
insurance, disability insurance, sick leave, vacation or retirement.
Executive shall also be entitled to (i) the continuation of an automobile
allowance in the amount of $500.00 per month, (ii) use of the Bank provided
credit card(s), car telephone(s), pager(s) and such other perks (if such is
(are) being so provided) upon the terms and conditions previously in effect.

      7. TERMINATION.

         (a) RESIGNATION, RETIREMENT, DEATH OR DISABILITY. Executive's
employment hereunder shall cease at any time by Executive's resignation
(other than a resignation for Good Reason as provided in Section 7(e)), or by
Executive's retirement, death or Disability. Disability shall be deemed to
have occurred only after the following procedure has been satisfied: If
within 30 days after a written notice of proposed Termination for Disability
is given to Executive by the Bank, Executive has not returned to the
full-time performance of his duties, the Bank may end Executive's employment
by giving written notice of Termination for Disability. Such notice may be
given by the Bank following Executive's absence from Executive's duties by
reason of physical or mental disability for one hundred and fifty (150)
consecutive calendar days.

         (b) TERMINATION FOR CAUSE. Executive's employment shall cease upon a
good faith finding of Cause by the Board; provided, however, that Executive
shall be given written notice of the Board's finding of conduct by Executive
amounting to Cause for such termination. Said notice shall be accompanied by
a copy of a resolution duly adopted by the affirmative vote of not less than
a majority of a quorum of the Board at a duly-noticed meeting of the Board,
finding that in the good faith opinion of the Board, Executive was guilty of
conduct amounting to Cause and specifying the particulars thereof; provided,
however, that after a Change in Control, such resolution may be adopted only
by the affirmative vote of not less than a majority of a committee composed
of at least three (3) disinterested outside directors of the Bank. In the
absence of at least three (3) disinterested outside directors, a
determination of Cause shall be submitted to and made by an arbitrator(s)
pursuant to Section 13 hereof.

         (c) TERMINATION WITHOUT CAUSE. Executive's employment may be
terminated Without Cause upon 30 days' notice for any reason, subject to the
payment of all amounts required by Section 8 hereof.

                                       6
<PAGE>

         (d) EXPIRATION. Executive's employment shall cease, or shall continue
on an at-will basis as provided in Section 4 hereof, upon the expiration of the
Term of this Agreement as provided in Section 4 hereof.

         (e) RESIGNATION FOR GOOD REASON. Following a Change in Control during
the Term hereof, Executive may, under the following circumstances, regard
Executive's employment as being constructively terminated by the Bank (and in
such case Executive's employment shall terminate) and may, therefore, Resign for
Good Reason within 90 days of Executive's discovery of the occurrence of one or
more of the following events, any of which shall constitute "Good Reason" for
such Resignation for Good Reason:

                  (i) Without Executive's express written consent, the
         assignment to Executive of any duties materially inconsistent with
         Executive's position, duties, responsibilities and status with the Bank
         immediately prior to the Change in Control, or any subsequent removal
         of Executive from or any failure to re-elect him to any such position;

                  (ii) Without Executive's express written consent, the
         termination and/or material reduction in Executive's facilities
         (including office space and general location) and staff reporting and
         available to Executive immediately prior to the Change in Control;

                  (iii) A material reduction (ten percent or greater) by the
         Bank of Executive's base salary or of any bonus compensation applicable
         to him as in effect immediately prior to the Change in Control;

                  (iv) A failure by the Bank to maintain any of the employee
         benefits and perks to which Executive was entitled immediately prior to
         the Change in Control at a level substantially equal to or greater than
         the value of those employee benefits and perks in effect immediately
         prior to the Change in Control; or the taking of any action by the Bank
         which would materially affect Executive's participation in or reduce
         Executive's benefits under any such benefits' or perks' plans, programs
         or policies, or deprive Executive of any material fringe benefits
         enjoyed by him immediately prior to the Change in Control;

                  (v) The Bank requiring Executive to be based anywhere other
         than in the county in which the Bank's principal business location is
         currently situated, except for required travel on the Bank's behalf to
         an extent substantially consistent with Executive's present business
         travel obligations;

                  (vi) Any purported Termination of Executive's employment by
         the Bank other than those effected in good faith pursuant to Sections
         7(a) and 7(b);


                                       7
<PAGE>

                  (vii) The failure of the Bank to obtain the assumption of this
         Agreement by any successor; or

                  (viii) Receipt by Executive of a Notice of Non-Renewal.

         (f) SUPERVISORY SUSPENSION. If the Executive is suspended and/or
temporarily prohibited from participating in the conduct of the Bank's affairs
by a notice served under Sections 8(e) or (g) of the Federal Deposit Insurance
Act or similar statute, rule or regulation, the Bank's obligations under this
Agreement shall be suspended as of the date of service, unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, the Bank
shall, (i) pay the Executive all or part of the compensation withheld while its
obligations under this Agreement were suspended and (ii) reinstate (in whole or
in part) any of its obligations which were suspended.

         (g) REGULATORY REMOVAL. If the Executive is removed and/or permanently
prohibited from participating in the conduct of the Bank's affairs by an order
issued under Sections 8(e) or (g) of the Federal Deposit Insurance Act or
similar statute, rule or regulation, all obligations of the Bank under this
Agreement shall terminate as of the effective date of the order.

      8. PAYMENTS TO EXECUTIVE UPON TERMINATION.

         (a) DEATH, DISABILITY OR RETIREMENT. In the event of Termination of
this Agreement due to Executive's death, Disability or retirement, Executive or
Executive's spouse and/or estate shall be entitled to all benefits generally
available to Bank employees, or their spouses and/or estates, as of the date of
such death, Disability or retirement, without reduction.

         (b) RESIGNATION WITHOUT GOOD REASON OR EXPIRATION. In the event of
Executive's resignation (other than a Resignation for Good Reason), or upon
Expiration, the Bank shall have no further obligations to Executive under this
Agreement or otherwise, except as may be expressly required by law.

         (c) TERMINATION FOR CAUSE. In the event Executive is Terminated for
Cause, the Bank shall have no further obligations to Executive under this
Agreement or otherwise, except as may be expressly required by law.

         (d) TERMINATION WITHOUT CAUSE PRIOR TO A CHANGE IN CONTROL. Upon the
occurrence of a Termination Without Cause prior to a Change in Control, as
damages for breach of this Agreement, the Bank shall continue to provide
Executive his base salary then in effect, upon such terms and at such times as
described herein, for a period of nine (9) months following such Termination.

         (e) TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON, AFTER A
CHANGE IN CONTROL. If in the twenty-four (24) month period following a Change in
Control, Executive (i)


                                       8
<PAGE>

Resigns for Good Reason or (ii) is otherwise Terminated Without Cause, the Bank
shall pay to Executive a lump sum payment equal to eighteen (18) months base
salary then in effect. Such lump sum shall be paid not later than the tenth
(10th) day following the date of Termination Without Cause or a Resignation for
Good Reason.

         (f) SOURCE OF PAYMENTS. All payments provided in Section 8 shall be
paid in cash from the general funds of the Bank, and no special or separate fund
need be established and no other segregation of assets need be made to assure
payment.

         (g) CONSISTENT RETURNS. The Bank and Executive agree that the payments
being made under this Agreement represent reasonable compensation for services
and that neither the Bank nor Executive will file any returns or reports which
take a contrary position.

         (h) REDUCTION OF PAYMENT. Notwithstanding anything in the foregoing
to the contrary, if the payments made to Executive following a Termination
Without Cause or Resignation For Good Reason or any of the other payments
provided for in this Agreement, together with any other payments which
Executive has the right to receive from the Bank would constitute a
"parachute payment" (as defined in Section 280G of the Code), the payments
pursuant to this Agreement shall be reduced to the largest amount as will
result in no portion of such payments being subject to the excise tax imposed
by Section 4999 of the Code; provided, however, that the determination as to
whether any reduction in the payments under this Agreement pursuant to this
proviso is necessary shall be made in good faith by the Bank's independent
auditors or if such firm is no longer providing tax services to Bank to such
other tax advisor as shall be mutually acceptable to Bank and Executive, and
such determination shall be conclusive and binding on the Bank and Executive
with respect to the treatment of the payment for tax reporting purposes.

         (i) SOLE REMEDY. The receipt of the amounts described in this Section
8, and attorneys' fees as set forth in Section 13, if any, shall constitute
Executive's sole remedy for breach of this Agreement against the Bank and its
officers, directors, employees and agents.

      9. UNAUTHORIZED DISCLOSURE. During the period of his employment hereunder
and for a period of two years following the cessation of such employment
(irrespective of the reason therefor), Executive shall not, except as required
by any court, supervisory authority or administrative agency, without the
written consent of the Board or a person authorized thereby, disclose to any
person, other than an employee of the Bank or a person to whom disclosure is
reasonably necessary or appropriate in connection with the performance by the
Executive of his duties as an employee of the Bank any confidential information
obtained by him while in the employ of the Bank; provided, however, that
confidential information shall not include any information known generally to
the public (other than as a result of an unauthorized disclosure by the
Executive).

      10. AGREEMENT NOT TO COMPETE. To the extent permitted by law, unless
otherwise approved in writing by the Bank, and except for a Termination Without
Cause Prior to a Change Control,


                                       9
<PAGE>

for a period of one (1) year from the date of his cessation of employment by the
Bank, Executive shall not directly or indirectly enter into or in any manner
take part in any business, profession or endeavor which shall be competitive
with the business of the Bank in any city where the Bank has a full service
branch office as an employee, officer, agent, independent contractor, 10% or
more owner of an entity, director or other business representative; in addition,
Executive agrees that for the one (1) year period described herein, Executive
shall not solicit any customer with whom the Bank has done business during the
preceding five years.

      11. WAIVERS NOT TO BE CONTINUED. Any waiver by a party of any breach of
this Agreement by the other party shall not be construed as a continuing waiver
or as a consent to any subsequent breach by the other party.

      12. NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or mailed, certified or registered mail, return receipt
requested, with postage prepaid, to the following addresses or to such other
address as either party may designate by like notice.

         A. If to the Bank, to:

            Fallbrook National Bank
            130 West Fallbrook Street
            Fallbrook, California 92028
            Attn: Chairman of the Board

         B. If to Executive, to:

            L. Bruce Mills, Jr.
            c/o Fallbrook National Bank
            130 West Fallbrook Street
            Fallbrook, California 92028

and to such other or additional person or persons as either party shall have
designated to the other party in writing by like notice.

      13. ARBITRATION. Any dispute or controversy arising or in connection with
this Agreement shall, upon written request of one party to the other, be
submitted to and settled exclusively by arbitration in the State of California
and be governed by the California Arbitration Act as set forth in the California
Code of Civil Procedure. Notwithstanding the pendency of any such dispute or
controversy, the Bank shall continue to pay Executive's full compensation in
effect when the notice giving rise to the dispute was given and continue
Executive as a participant in all compensation, employee benefits and executive
benefits in which Executive was participating when the notice giving rise to the
dispute was given, until the dispute is finally resolved, except that no such


                                       10
<PAGE>

continuation of compensation or benefits shall apply if Executive is terminated
for Cause under Section 7(b) hereof. Judgment may be entered on the arbitrator's
award in any court of competent jurisdiction. The cost of such arbitration,
including reasonable attorney's fees, shall be borne by the losing party or in
such proportions as the arbitrator(s) shall decide. Arbitration shall be the
exclusive remedy of Executive and the Company and the award of the arbitrator(s)
shall be final and binding upon the parties. All reasonable costs, including
reasonable attorney's fees, incurred in enforcing an arbitration award in court,
or of seeking a court order to compel arbitration, shall be borne by the
losing party in such proceedings.

      14. GENERAL PROVISIONS.

         (a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
by the parties with respect to the subject matter hereof, and supersedes and
replaces all prior agreements among or between the parties, unless otherwise
provided herein. No amendment, waiver or termination of any of the provisions
hereof shall be effective unless in writing and signed by the party against whom
it is sought to be enforced. Any written amendment, waiver, or termination
hereof executed by the Bank and Executive shall be binding upon them and upon
all other Persons, without the necessity of securing the consent of any other
Person, and no Person shall be deemed to be a third-party beneficiary under this
Agreement.

         (b) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same Agreement.

         (c) NO WAIVER. Except as otherwise expressly set forth herein, no
failure on the part of any party hereto to exercise and no delay in exercising
any right, power or remedy hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power or remedy hereunder
preclude any other or further exercise thereof or the exercise of any other
right, power or remedy.

         (d) HEADINGS. The headings of the Sections of this Agreement have been
inserted for convenience of reference only and shall in no way restrict or
modify any of the terms or provisions hereof.

         (e) SEVERABILITY. If for any reason any provision of this Agreement is
held invalid or unenforceable such invalidity or unenforceability shall not
affect the validity or enforceability of any other provision of this Agreement.
If any provision of this Agreement shall be held invalid or unenforceable in
part, such invalidity or unenforceability shall in no way effect the rest of
such provision not held so invalid, and the rest of such provision, together
with all other provisions of this Agreement shall to the full extent consistent
with law continue in full force and effect.


                                       11
<PAGE>

         (f) GOVERNING LAW. This Agreement shall be governed and construed and
the legal relationships of the parties determined in accordance with the laws
the United States and to the extent not inconsistent therewith the laws of the
State of California applicable to contracts executed and to be performed solely
in the State of California.

         (g) ASSUMPTION. The Bank shall require any successor in interest
(whether direct or indirect or as a result of purchase, merger, consolidation,
Chance in Control or otherwise) to all or substantially all of the business
and/or assets of the Bank to expressly assume and agree to perform the
obligations under this Agreement in the same manner and to the same extent that
the Bank would be required to perform it if no such succession had taken place.

         (h) ADVICE OF COUNSEL. Executive acknowledges that he has been
encouraged to consult with legal counsel of his choosing concerning the terms of
this Agreement prior to executing this Agreement. Any failure by Executive to
consult with competent counsel prior to executing this Agreement shall not be a
basis for rescinding or otherwise avoiding the binding effect of this Agreement.
The parties acknowledge that they are entering into this Agreement freely and
voluntarily, with full understanding of the terms of this Agreement.
Interpretation of the terms and provisions of this Agreement shall not be
construed for or against either party on the basis of the identity of the party
who drafted the terms or provisions in question.


                                       12
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

ATTEST:                                   FALLBROOK NATIONAL BANK

        /s/ Peter M. Estrada              BY: /s/ [ILLEGIBLE]
----------------------------------           ----------------------------------

                                          Its:
                                              ---------------------------------

                                          print name:
                                                     --------------------------


                                          THE EXECUTIVE


        /s/ Gary Youmans                  /s/ L. Bruce Mills, Jr.
----------------------------------        -------------------------------------
Witness                                   L. Bruce Mills, Jr.


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