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<S>                                        <C>                                        <C>

                                                                                                    ------------------Warrants
NO. SWCB-WRT-                                                                                            To Purchase One Share
CUSIP 844919 11 8                              (SOUTHWEST COMMUNITY BANK LOGO)                            Of Common Stock Each
</Table>

              Organized Under the Laws of the State of California

   THIS CERTIFIES THAT, for value received,

the registered holder hereof or registered assigns (the "Holder"), is entitled
to purchase from Southwest Community Bank, a California banking corporation (the
"Bank"), at the purchase price of $28.60 per share (the "Warrant Price"), one
share of the Bank's Common Stock, no par value (the "Common Stock"), for each
Warrant comprising the aggregate number of Warrants set forth above. The number
of shares purchasable upon exercise of this Warrant and the Warrant Price per
share shall be subject to adjustment from time to time as set forth herein. This
Warrant shall expire at 5:00 p.m. Pacific Time on April 30, 2007 (the
"Expiration Date"), unless extended by the Bank, subject to regulatory approval.
   This Warrant is one of a duly authorized issue of up to 42,308 Warrants
evidencing the right to purchase an aggregate of up to 42,308 shares of Common
Stock and is issued in connection with the Bank's public offering consisting of
up to 211,540 shares of Common Stock and one Warrant for every five shares of
Common Stock purchased. The shares of Common Stock to be issued upon the
exercise of Warrants are referred to herein as "Warrant Shares." The offer and
sale of the Warrants and the Warrant Shares has been made pursuant to a Permit
issued by the California Department of Financial Institutions.
   1. EXERCISE PERIOD AND EXPIRATION DATE. The Warrants are exercisable from
issuance until the Expiration Date (the "Exercise Period"), unless extended.
This Warrant shall expire in its entirety and no longer be exercisable at 5:00
p.m., Pacific Time, on the Expiration Date, unless extended. The Bank shall use
its best efforts to qualify or register the Warrant Shares under the laws of the
states in which the Holders reside and under applicable federal securities laws
where no exemption from such registration or qualification is available.
   2. EXERCISE OF WARRANTS. This Warrant may be exercised at the Bank's
Administrative Office at 5810 El Camino Real, Carlsbad, California 92008, upon
presentation and surrender hereof, with the Warrant Exercise Form on the reverse
side hereof duly completed and signed, and upon payment to the Bank of the
Warrant Price (as adjusted in accordance with the provisions of Section 9
hereof), for the number of Warrant Shares in respect of which such Warrant is
then exercised. Payment of the aggregate Warrant Price shall be made in cash in
United States dollars, by certified or official bank check payable in United
States dollars to the order of the Bank, or by any combination thereof.
   The Bank shall not be required to issue fractional Warrant Shares on the
exercise of Warrants. When Warrants shall be presented for exercise in full at
the same time by the same Holder, the number of full Warrant Shares which shall
be issuable upon the exercise thereof shall be computed on the basis of the
aggregate number of Warrant Shares purchasable by such Holder on exercise of the
Warrants so presented. If any fraction of a Warrant Share would be issuable on
the exercise of any Warrants in full, the Bank shall pay an amount in cash equal
to the then current market price per Warrant Share multiplied by such fraction.
When Warrants shall be presented for exercise as to a specified portion, only
full Warrant Shares shall be issuable and a new Warrant shall be issuable
evidencing the remaining Warrant or Warrants.
   Upon such surrender of Warrants and payment of the Warrant Price as
aforesaid, the Bank or its Warrant Agent shall issue and cause to be delivered
with all reasonable dispatch to or upon the written order of the Holder and in
such name or names as the Holder may designate, a certificate or certificates
for the number of full Warrant Shares so purchased upon the exercise of such
Warrants, together with cash, as provided above in this Section 2, in respect of
any fractional Warrant Share otherwise issuable upon such surrender. Such
certificate or certificates shall be deemed to have been issued and any person
so designated to be named therein shall be deemed to become a holder of record
of such Warrant Shares as of the date of the surrender of such Warrants and
payment of the Warrant Price, as aforesaid; provided, however, that if, at the
date of surrender of such Warrants and payment of the Warrant Price, the
transfer books for the Warrant Shares or other class of stock purchasable upon
the exercise of such Warrants shall be closed, the certificates for the Warrant
Shares in respect of which such Warrants are then exercised shall be issuable as
of the date on which such books shall next be opened (whether before or after
the Expiration Date) and until such date the Bank shall be under no duty to
deliver any certificate for such Warrant Shares. The purchase rights represented
by the Warrants shall be exercisable, at the election of the Holders thereof,
either in full or from time to time in part and, in the event that a Warrant is
exercised in respect of less than all of the Warrant Shares purchasable on such
exercise at any time prior to the date of expiration of the Warrants, a new
Warrant evidencing the remaining Warrant or Warrants will be issued. All
Warrants surrendered in the exercise of the rights thereby evidenced shall be
cancelled by the Bank.
   3. EXCHANGE OF WARRANTS. This Warrant may be exchanged without charge for
another Warrant(s) entitling the Holder thereof to purchase a like aggregate
number of Warrant Shares as the Warrant(s) surrendered then entitle such Holder
to purchase. Any Holder desiring to exchange a Warrant(s) shall make such
request in writing delivered to the Bank or its Warrant Agent and shall
surrender, properly endorsed, the Warrant(s) to be so exchanged. Thereupon, the
Bank or its Warrant Agent shall deliver to the person(s) entitled thereto new
Warrant(s) as so requested.
   REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT SET FORTH
ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.
   WITNESS, the facsimile seal of the Bank and the facsimile signatures of its
duly authorized officers. This Warrant certificate is not valid until
countersigned by the Warrant Agent.

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<Caption>
<C>                                     <S>

                                        SOUTHWEST COMMUNITY BANK,
                                        a California corporation
                                            -s- Illegible
                                        By: ---------------------------------
                                             President
                                            -s- Paul M. Weil
                                        By: ---------------------------------
    [SOUTHWEST COMMUNITY BANK SEAL]          Secretary
                                        Dated: ------------------------------
                                        Countersigned:
                                        U.S. STOCK TRANSFER CORPORATION
                                        As Warrant Agent
                                        By: ---------------------------------
                                             Authorized Officer
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   4. TRANSFER OF WARRANTS. This Warrant shall be transferable only on the books
of the Bank maintained by the Warrant Agent upon delivery hereof, with the
Assignment of Warrant Form below duly endorsed with signatures properly
guaranteed by a commercial bank or securities brokerage firm, or accompanied by
proper evidence of succession, assignment or authority to transfer. Upon any
registration of transfer, the Bank or its Warrant Agent shall deliver a new
Warrant or Warrants to the person(s) entitled thereto.
   5. PAYMENT OF TAXES. The Bank will pay all documentary stamp taxes, if any,
attributable to the initial issuance of Warrant Shares upon the exercise of
Warrants; provided, however, that the Bank shall not be required to pay any tax
or taxes which may be payable in respect of any transfer involved in the
issuance or delivery of any Warrants or certificates for Warrant Shares in a
name other than that of the registered Holder of the Warrants, and in such case
the Bank shall not be required to issue or deliver any certificates for shares
of Common Stock or any Warrant until the person requesting the same has paid to
the Bank the amount of such tax or has established to the Bank's satisfaction
that such tax has been paid.
   6. MUTILATED OR MISSING WARRANTS. In case any of the Warrants shall be
mutilated, lost, stolen or destroyed, the Bank or its Warrant Agent may, at its
discretion issue, upon cancellation of the mutilated Warrant, or in lieu of and
in substitution for the Warrant lost, stolen or destroyed, a new Warrant of like
tenor and representing an equivalent right or interest; but only upon receipt of
evidence satisfactory to the Bank or its Warrant Agent of such loss, theft or
destruction of such Warrant and indemnity, if requested, also satisfactory to
the Bank or its Warrant Agent. An applicant for such a substitute Warrant shall
reimburse Bank and its Warrant Agent for all reasonable expenses and shall also
comply with such other reasonable regulations as the Bank or its Warrant Agent
may prescribe.
   7. RESERVATION OF WARRANT SHARES. The Bank shall at all times, while the
Warrants are exercisable, keep reserved, out of its authorized Common Stock, a
number of shares of Common Stock sufficient to provide for the exercise of the
rights of purchase represented by the outstanding Warrants. Promptly after the
date of expiration of the Warrants, no shares shall be subject to reservation in
respect of such Warrants.
   8. CANCELLATION OF WARRANTS. The Bank or its Warrant Agent shall cancel any
Warrants surrendered for exchange, substitution, transfer or exercise in whole
or in part.
   9. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF WARRANT SHARES. The number and
kind of securities purchasable upon the exercise of each Warrant and the Warrant
Price shall be subject to adjustments from time to time upon the happening of
certain events, as hereinafter defined:
  9.1 MECHANICAL ADJUSTMENTS. The number of Warrant Shares purchasable upon the
 exercise of each Warrant and the Warrant Price shall be subject to adjustment
 as follows:
    (a) In case the Bank shall: (i) pay a dividend in shares of Common Stock or
   make a distribution in shares of Common Stock; (ii) subdivide its outstanding
   shares of Common Stock into a greater number of shares; (iii) combine its
   outstanding shares of Common Stock into a smaller number of shares of Common
   Stock; or (iv) issue by reclassification of its shares of Common Stock or
   capital reorganization other securities of the Bank, the number of Warrant
   Shares purchasable upon exercise of each Warrant immediately prior thereto
   shall be adjusted so that the Holder of each Warrant shall be entitled to
   receive the kind and number of Warrant Shares or other securities of the Bank
   which the Holder would have owned or would have been entitled to receive
   after the happening of any of the events described above, had such Warrant
   been exercised immediately prior to the happening of such event or any record
   date with respect thereto. An adjustment made pursuant to this Paragraph (a)
   shall become effective immediately after the effective date of such event
   retroactive to the record date, if any, for such event.
    (b) No adjustment in the number of Warrant Shares purchasable hereunder
   shall be required unless such adjustment would require an increase or
   decrease of at least one percent (1%) in the number of Warrant Shares
   purchasable upon the exercise of each Warrant; provided, however, that any
   adjustments which by reason of this Paragraph (b) are not required to be made
   shall be carried forward and taken into account in any subsequent
   adjustment(s). All calculations shall be made to the nearest one hundredth
   (1/100) of a share.
    (c) Whenever the number of Warrant Shares purchasable upon the exercise of
   each Warrant is adjusted, as herein provided, each Warrant Price payable upon
   exercise of each Warrant shall be adjusted by multiplying the Warrant Price
   immediately prior to the adjustment by a fraction, of which the numerator
   shall be the number of Warrant Shares purchasable upon the exercise of each
   Warrant immediately prior to the adjustment, and of which the denominator
   shall be the number of Warrant Shares so purchasable immediately thereafter.
   All calculations shall be made to the nearest whole penny.
    (d) For the purpose of this Subsection 9.1, the term "shares of Common
   Stock" shall mean: (i) the class of stock designated as the Common Stock of
   the Bank at the date of this Warrant; or (ii) any other class of stock
   resulting from successive changes or reclassifications of such shares
   consisting solely of changes in par value, or from par value to no par value,
   or from no par value to par value. In the event that at any time, as a result
   of an adjustment made pursuant to Paragraph (a) above, the Holder shall
   become entitled to purchase any shares of the Bank other than shares of
   Common Stock, thereafter the number of such other shares so purchasable upon
   exercise of each Warrant and the Warrant Price of such shares shall be
   subject to adjustment from time to time in a manner and on terms as nearly
   equivalent as practicable to the provisions with respect to the Warrant
   Shares contained in Paragraphs (a) through (c), inclusive, above, and the
   provisions of Sections 1 and 2 and Subsections 9.2 through 9.4, inclusive,
   with respect to the Warrant Shares, shall apply on like terms to any such
   other shares.
  9.2 VOLUNTARY ADJUSTMENT BY THE BANK. The Bank may at its option, at any time
 during the term of the Warrants, reduce the then current Warrant Price to any
 amount deemed appropriate by the Board of Directors of the Bank, subject to
 regulatory approval.
  9.3 NOTICE OF ADJUSTMENT. Whenever the number of Warrant Shares purchasable
 upon the exercise of each Warrant and the Warrant Price of such Warrant Shares
 are adjusted, as herein provided, the Bank shall cause to be mailed by first
 class mail, postage prepaid, to each Holder, notice of such adjustment or
 adjustments setting forth the number of Warrant Shares purchasable upon the
 exercise of each Warrant and the Warrant Price of such Warrant Shares after
 such adjustment, setting forth a brief statement of the facts requiring such
 adjustment and setting forth the computation by which such adjustment was made.
 Any failure by the Bank to give notice to any Holder or any defect therein
 shall not affect the validity of such adjustment or of the event resulting in
 the adjustment, nor of the Holder's rights to such adjustment.
  9.4 NO ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS. Except as provided in
 Subsections 9.1 and 9.6, no adjustment in respect of any dividends or
 distributions shall be made during the term of a Warrant or upon the exercise
 of a Warrant.
  9.5 RIGHTS UPON CONSOLIDATION, MERGER, ETC.
    (a) In the case of any consolidation of the Bank with or merger of the Bank
   into another corporation or in the case of any sale or conveyance to another
   corporation of the property of the Bank as an entirety or substantially as an
   entirety, such successor or purchasing corporation may assume the obligations
   hereunder, and may execute with the Bank an agreement that each Holder shall
   have the right thereafter upon payment of the Warrant Price in effect
   immediately prior to such transaction to purchase upon exercise of each
   Warrant the kind and amount of shares and other securities and property
   (including cash) which each Holder would have owned or would have been
   entitled to receive after the happening of such consolidation, merger, sale
   or conveyance had such Warrant been exercised immediately prior to such
   action. The Bank shall mail by first class mail, postage prepaid, to each
   Holder, notice of the execution of any such agreement. Such agreement shall
   provide for adjustments, which shall be as nearly equivalent as may be
   practicable to the adjustments provided for in this Section 9. The provisions
   of this Subsection 9.5 shall similarly apply to successive consolidations,
   mergers, sales or conveyances.
    (b) In the event that such successor corporation does not execute such an
   agreement with the Bank as provided in Paragraph (a), then each Holder shall
   be entitled to exercise outstanding Warrants, during a period of at least 30
   days, which period shall terminate at least 5 days prior to consummation of
   the consolidation, merger, sale or conveyance, and thereby receive
   consideration in the transaction on the same basis as other previously
   outstanding shares of the same class as the Warrant Shares acquired upon
   exercise. The Bank shall use its best efforts to qualify or register the
   Warrant Shares issued pursuant to this Paragraph (b) under the laws of the
   states in which the holders reside and under applicable federal securities
   laws where no exemption from registration or qualification is available.
   Warrants not exercised in accordance with this Paragraph (b) before
   consummation of the transaction will be canceled and become null and void.
   The Bank shall mail by first class mail, postage prepaid, to each Holder, at
   least 10 days prior to the first date on which the Warrants shall become
   exercisable, notice of the proposed transaction setting forth the first and
   last date on which the Holder may exercise outstanding Warrants and a
   description of the terms of this Warrant providing for cancellation of the
   Warrants in the event that Warrants are not exercised by the prescribed date.
    (c) The Bank's failure to give any notice required by this Subsection 9.5 or
   any defect therein shall not affect the validity of any such agreement,
   consolidation, merger, sale or conveyance of property.
  9.6 RIGHTS UPON LIQUIDATION. In case: (i) the Bank shall make any distribution
 of its assets to holders of its shares of Common Stock as a liquidation or
 partial liquidation dividend or by way of return of capital, or other than as a
 dividend payable out of capital and unimpaired surplus legally available for
 dividends under California law; or (ii) the Bank shall liquidate, dissolve or
 wind up its affairs (other than in connection with a consolidation, merger or
 sale of all or substantially all of its property, assets, and business as an
 entirety), then the Bank shall cause to be mailed to each Holder, by first
 class mail, postage prepaid, at least 20 days prior to the applicable record
 date, a notice stating the date on which such distribution, liquidation,
 dissolution or winding up is expected to become effective, and the date on
 which it is expected that holders of shares of Common Stock of record shall be
 entitled to exchange their shares of Common Stock for securities or other
 property or assets (including cash) deliverable upon such distribution,
 liquidation, dissolution or winding up. The Bank's failure to give the notice
 required by this Subsection 9.6 or any defect therein shall not affect the
 validity of such distribution, liquidation, dissolution or winding up.
  9.7 STATEMENT ON WARRANT. Irrespective of any adjustments in the Warrant Price
 or the number or kind of shares purchasable upon the exercise of the Warrants,
 Warrants theretofore or thereafter issued may continue to express the same
 price and number and kind of shares as are stated in the Warrants initially
 issued.
  10. NO RIGHTS AS STOCKHOLDERS. Nothing contained in this Warrant shall be
 construed as conferring upon the Holder hereof or the Holder's transferees the
 right to vote or to receive dividends or to consent to or to receive notice as
 stockholders in respect of any meeting of stockholders for the election of
 directors of the Bank or any other matter, or any rights whatsoever as
 stockholders of the Bank.
  11. NOTICES. Any notice pursuant to this Warrant by any Holder to the Bank or
 by the Bank to the Holder, shall be in writing and shall be mailed first class,
 postage prepaid, or delivered: (a) if to the Bank, at its Administrative Office
 at 5810 El Camino Real, Carlsbad, California 92008; or (b) if to the Holder, at
 the Holder's respective address on the books of the Bank.
  12. APPLICABLE LAW. This Warrant shall be governed by and construed in
 accordance with the laws of the State of California, without giving effect to
 principles of conflict of laws.
  13. CAPTIONS. The captions of the Sections and Subsections of this Warrant
 have been inserted for convenience only and shall have no substantive effect.

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                             ASSIGNMENT OF WARRANT
           (TO BE SIGNED ONLY UPON ASSIGNMENT OR TRANSFER OF WARRANT)

<Table>
<S>                                         <C>
To: SOUTHWEST COMMUNITY BANK                To: U.S. STOCK TRANSFER CORPORATION
  5810 El Camino Real                         1745 Gardena Avenue
  Carlsbad, California 92008           or     Glendale, California 91204
</Table>

   FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)
unto

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   PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF

ASSIGNEE:
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         (Name and Address of Assignee Must be Printed or Typewritten)

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the within Warrant, hereby irrevocably constituting and appointing ____________
Attorney to transfer said Warrant on the books of the Bank, with full power of
substitution in the premises.

Dated: ________________________

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                           Signature of Record Holder

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                           Signature of Record Holder

NOTE: The above signatures(s) must correspond with the names(s) as written upon
the face of this Warrant in every particular, without alteration or enlargement
or any change whatsoever.

SIGNATURE(S) GUARANTEED BY:

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                             WARRANT EXERCISE FORM
                  (TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)

To: SOUTHWEST COMMUNITY BANK
  5810 El Camino Real
  Carlsbad, California 92008

   The undersigned hereby irrevocably elect(s) to exercise the right of purchase
represented by the within Warrant for, and to purchase thereunder, ____________
shares of the Bank's Common Stock, and request(s) that certificates for such
shares be issued in the name of:

   Please print name and address:

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   Please provide Social Security or Federal Tax I.D. No.:

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and, if said number of shares shall not be all the shares purchasable
thereunder, that a new Warrant for the balance remaining of the whole number of
shares purchasable under the within Warrant be registered in the name of the
undersigned Holder or assignee as indicated below and delivered to the address
stated below.

DATED: ________________________
Address:

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                     Signature of Record Holder or Assignee

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                     Signature of Record Holder or Assignee

NOTE: The above signatures(s) must correspond with the name(s) as written upon
the face of this Warrant in every particular, without alteration or enlargement
or any change whatsoever, unless this Warrant has been assigned.

SIGNATURE(S) GUARANTEED BY: __________________________________________________