<PAGE>


                                                                   Exhibit 10.15


                            EMPLOYMENT AGREEMENT


     This Agreement is made and is effective as of September 1, 2000, by and
between Fallbrook National Bank ("Bank") and Michael Patterson ("Executive").

     WHEREAS, Executive is to be employed by the Bank in the capacity as
Senior Vice President and Chief Administrative 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;


<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.


<PAGE>

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

     (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;

<PAGE>

         (vii) Termination Without Cause; and

         (viii) Termination for Cause.

     (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)   Expiration

         (vi)  Death; or

2. EMPLOYMENT. The Bank hereby agrees 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 Administrative 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 this time, attention, skill and
efforts during normal business hours to the business and affairs of the Bank.

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 September 1, 2000, 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, 2001, 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, 2003, or within 90
calendar days prior to
<PAGE>

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 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 such 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
    Effect 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,

<PAGE>

    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, 2001 and completed no later than June 30, 2001.
    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.

    (c) EXPENSES. During this 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.
<PAGE>

     (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.

     (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 Registration 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;

<PAGE>

              (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 Section
              7(a) and 7(b);

              (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
<PAGE>

           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
           the Executive's resignation (other than 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) 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 to 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.
<PAGE>

           (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 the 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 the Agreement pursuant to this proviso is
           necessary shall be made in good faith by the Bank's independent
           auditors of 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 therefore), Executive shall not,
     except as required at 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 in Control, 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.

<PAGE>


     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:

              Michael Patterson
              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
     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 decline. 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,

<PAGE>

     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.

           (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


<PAGE>

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, Change
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 obligation
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.

<PAGE>

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


ATTEST:                            FALLBROOK NATIONAL BANK


-----------------------            By:
                                      -------------------------------
                                   Its:
                                      -------------------------------
                                   print name:
                                              -----------------------

                                   THE EXECUTIVE

/s/ Margaret E. Watkins            /s/ Michael Patterson
-----------------------            ----------------------------------
Witness                            Michael Patterson