Exhibit 10.11












         TEMECULA VALLEY BANK, NATIONAL ASSOCIATION 1996 INCENTIVE AND
                   NONQUALIFIED STOCK OPTION PLAN (EMPLOYEES)
























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                                TABLE OF CONTENTS


1.       Purpose of the Plan.......................................... 1
2.       Definitions. ................................................ 1
3.       Administration of the Plan................................... 2
4.       Eligibility of Participants. ................................ 3
                4.1.     General  .................................... 3
                4.2.     ISO's    .................................... 4

5.       Shares of Stock Subject to the Plan.......................... 4
6.       Option Prices................................................ 4

7.       Duration and Rate of Exercise of Options..................... 5
8.       Nontransferability of Options................................ 5
9.       Rights as a Shareholder...................................... 6

10.      Antidilution Provisions...................................... 6
11.      Merger, Consolidation, Liquidation or
          Reorganization of the Bank.................................. 6

12.      Termination of Employment or Death or Disability of
          Participant................................................. 7
13.      Amendment and Discontinuance of the Plan..................... 8
14.      Reissuance of Options........................................ 8
15.      Effective Date and Termination Date.......................... 8






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                   TEMECULA VALLEY BANK, NATIONAL ASSOCIATION

                1996 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
                                   (EMPLOYEES)



     1. Purpose of the Plan. Temecula Valley Bank, National Association, a
nationally chartered banking association, hereby establishes the 1996 Incentive
And Nonqualified Stock Option Plan (Employees). The purpose of the Plan is to
advance the interests of the Bank, its Subsidiaries and its shareholders by
providing officers and other employees who have substantial responsibility for
the direction and management of the Bank with an entrepreneurial incentive to
(a) provide high levels of performance, (b) undertake extraordinary efforts to
increase the earnings of the Bank, (c) increase their proprietary interest in
the Bank, and (d) remain in the employ of the Bank. The Plan seeks to accomplish
these purposes and achieve these results by providing Employees Options to
purchase shares of the Bank's common stock, thereby encouraging their stock
ownership in the Bank so that they may participate in the increased value of the
Bank which their effort, initiative and skill help produce.

     2.   Definitions.

          As set forth in this Plan and any Plan Agreement, the following terms
     shall have the meanings set forth below:

          2.1. "Bank" shall mean Temecula Valley Bank, National Association, a
     nationally chartered banking association.

          2.2. "Code" shall mean the Internal Revenue Code of 1986, as amended
     from time to time.

          2.3. "Committee" shall mean the Committee of the Board of Directors
     composed of Directors whose purpose it is to administer this Plan, which
     Committee shall at all times consist of at least two Directors of the Bank
     and each of whom shall qualify as a "Disinterested Administrator."

          2.4. "Disinterested Administrator" is a person that has not been
     granted or awarded any options under (i) this Plan or any other plan of the
     Bank, (ii) any Subsidiary of the Bank or (iii) any affiliate of the Bank
     for one (1) year prior to the date such person began acting as an
     administrator of the Plan or during such service and who otherwise
     qualifies as a "disinterested person" under Rule 16(b)-3(c)(2)(i) of the
     Securities Exchange Act of 1934, as amended ("1934 Act"), or both.

          2.5. "Employee" shall mean a full-time, salaried key management
     employee or officer of the Bank, or any Subsidiary of the Bank, or both.

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          2.6."Fair Market Value" shall have the meaning set forth in Section 6.

          2.7. "Incentive Stock Option" shall mean an Option granted pursuant to
     the Plan which qualifies as an "Incentive Stock Option" within the meaning
     of Section 422 of the Code.

          2.8. "ISO" shall mean an Incentive Stock Option.

          2.9. "Nonqualified Stock Option" shall mean any Option which is not an
     ISO.

          2.10. "NQSO" shall mean a Nonqualified Stock Option.

          2.11. "Option" shall mean a right to purchase Stock, which right is
     granted pursuant to this Plan.

          2.12. "Option Price" shall mean the purchase price for Stock under an
     Option as determined herein.

          2.13. "Participant" shall mean an Employee to whom an Option is
     granted under this Plan.

          2.14. "Plan" shall mean this Temecula Valley Bank, National
     Association 1996 Qualified and Nonqualified Stock Option Plan (Employees).

          2.15. "Plan Agreement" shall mean an agreement with respect to an
     Option granted pursuant to this Plan.

          2.16. "Stock" shall mean the common stock of the Bank. 2.17.
     "Subsidiary" shall mean a subsidiary corporation of the Bank, as defined in
     Section 424 (f) of the Code.

     3.   Administration of the Plan.

          3.1. This Plan shall be administered by the Committee. The Committee
     shall select one of its members as Chairman, and shall hold meetings at
     such times and at such places as it shall determine advisable. A majority
     of its members shall constitute a quorum. All determinations of the
     Committee shall be made, if at a meeting at which a quorum is present, by
     not less than a majority of the members present, or if by written consent
     to action, by not less than a majority of its members. The Committee may
     appoint a Secretary to keep minutes of its meetings and, subject to the
     bylaws of the Bank and resolutions of the Board of Directors, shall make
     such rules and regulations for the conduct of its business as it shall deem
     advisable.

          3.2. Subject to the provisions of the Plan, the Committee shall have
     plenary authority, in its discretion, to:

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     (a) determine the Employees of the Bank and its Subsidiaries who shall be
     Participants and to whom Options shall be granted; (b) determine the time
     or times at which Options shall be granted; (c) determine the Option Price
     of the shares of Stock subject to each Option; (d) determine the time or
     times when each Option shall become exercisable and the duration of the
     exercise period; (e) determine the types of Options, whether they be ISO's
     or NQSO's, to be granted, (f) determine the number of shares of Stock to be
     subject to each Option; provided, however, that the number of shares
     subject to outstanding options held by any single Participant shall not
     exceed 10 percent of the total outstanding shares of Stock of the Bank; (g)
     to determine any conditions or restrictions imposed on Stock acquired
     pursuant to the exercise of an Option (including, but not limited to,
     repurchase rights, forfeiture restrictions and restrictions on
     transferability); (h) interpret the Plan and prescribe, amend and rescind
     rules and regulations relating to the Plan. The Committee, in the exercise
     of this power, may correct any defect, omission or inconsistency in the
     Plan or any Plan Agreement in a manner and to the extent it shall deem
     necessary or expedient to make the Plan fully effective; (i) determine the
     terms and provisions, and amendments thereto, of each Plan Agreement (which
     need not be the same as any other Plan Agreement), including such terms and
     provisions as may be necessary to conform to any changes in the law
     applicable thereto; and (j) make all determinations necessary or advisable
     for the administration of the Plan. The Committee's determinations on the
     foregoing matters shall be conclusive.

          3.3. The Committee shall use its best efforts to cause the Plan to
     comply with the provisions of Rule 16b-3 promulgated pursuant to the 1934
     Act as in effect from time to time, to the extent applicable to the Plan.
     All of the members of the Committee shall be "disinterested persons" as
     provided in Rule 16b-3(c)(2)(i) promulgated pursuant to the 1934 Act.

     4.   Eligibility of Participants.

          4.1. The Committee may grant Options to any key Employee. Options may
     be awarded by the Committee at any time and from time to time to new
     Participants, previous Participants and/or present Participants, or to a
     greater or lesser number of Participants, and may include or exclude
     previous Participants. In selecting Participants, the Committee may take
     into account the nature of the services rendered by each of the Bank's
     Employees, his or her present and potential contributions to the Bank's
     success, and such other factors as the Committee shall from time to time in
     its sole discretion deem relevant. At the time of the grant of each Option
     under this Plan, the Committee shall determine whether such Option is to be
     designated as an ISO or as an NQSO. Each such designation shall be
     specified in the Plan Agreement relating thereto. If an Option is
     designated as an ISO, then the provisions of Section 4.2 hereinbelow shall
     be applicable to such Option and the eligibility of each Participant
     therein.


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          4.2. No ISO may be granted to any Employee who, at the time of such
     grant, owns capital stock constituting more than 10 percent of the total
     combined voting power of all classes of stock of the Bank, or any of its
     Subsidiaries, unless at the time of such grant the Option Price is fixed at
     not less than 110 percent of the Fair Market Value of the Stock and
     exercise of such Option is prohibited by its terms after the expiration of
     five years from the date such Option is granted. The aggregate Fair Market
     Value (determined at the time of grant) of the Stock for which any
     Participant may be granted Options designated as ISO's, which are
     exercisable for the first time by a Participant during any calendar year,
     shall not exceed $100,000. In the event that a Participant has been granted
     Options to acquire Stock with an aggregate Fair Market Value of $100,000
     exercisable for the first time in any calendar year, any further Options
     granted to such Participant that are also first exercisable by him or her
     in such year shall be NQSO's. Further, no employee may be granted Options
     designated as ISO's unless such employee is a full-time, salaried officer
     or employee of the Bank or any of its Subsidiaries at the time of the grant
     of the Option.

     5. Shares of Stock Subject to the Plan. Subject to the provisions for
adjustment as provided in Section 10 hereinbelow, there shall be reserved for
use upon the exercise of Options granted from time to time under the Plan an
aggregate of 150,000 shares of Stock. If any Option shall expire or terminate
for any reason without having been exercised in full, the unpurchased shares of
Stock subject thereto shall remain reserved and again be available for purposes
of the Plan.

     6. Option Prices. The Option Price for each Option shall be determined by
the Committee and specified in the respective Plan Agreement, but in no event
shall be less than the Fair Market Value of the Stock on the date such Option is
granted. As used in this Plan, Fair Market Value shall be determined by the
Committee, and such determination shall be binding on the Bank and upon each
Participant. The Committee shall make such determination on the basis of the
mean between the bid and asked quotations for such Stock on the date of grant of
an Option, or, in the event there shall be no bid or asked quotation on the date
of grant, then upon the basis of the mean between the bid and asked quotations
on the date nearest preceding the date of grant. A determination with respect to
the bid and asked quotation shall be made with reference to the relevant market
for the Stock which shall be a recognized national securities exchange if the
Stock shall be listed and traded thereon, or if not so listed and traded, as
reported by a recognized stock quotation service, or if not so reported, as
traded by an independent brokerage firm, or if not so traded, on the basis of
arm's-length transactions within the knowledge of the Committee between willing
buyers and willing sellers.

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     7.   Duration and Rate of Exercise of Options.

          7.1. The period for exercise of any Option shall be fixed by the
     Committee and specified in the relevant Plan Agreement, but in any event,
     no Option shall, by its terms, be exercisable later than the expiration of
     ten years from the date of grant. Subject to Section 4.2 hereinabove with
     respect to ISO's, the Committee may, in its discretion, provide that an
     Option may not be exercised in whole or in part for any period or periods
     of time in each case as specified in its related Plan Agreement. Except as
     provided in its related Plan Agreement, an Option may be exercised in whole
     or in part at any time during its term. No Option may be exercised for a
     fraction of a share of Stock.

          7.2. No Stock shall be issuable upon exercise of any Option unless and
     until, if required by the Code or any other federal or state law or
     regulation, the Participant shall have paid to the Bank the amount, if any,
     required to be withheld on the amount deemed to be compensation to the
     Participant as a result of the exercise of his Option, in order to satisfy
     applicable income tax withholding requirements. In the event that any
     Participant shall make a disposition of Stock purchased upon exercise of an
     ISO, which disposition disqualifies such Option from ISO treatment for
     federal income tax purposes, such Participant shall immediately pay to the
     Bank the amount, if any, required to be withheld on the amount deemed to be
     compensation to the Participant as a result of the exercise of his Option
     and the disqualifying disposition, in order to satisfy applicable income
     tax withholding requirements.

          7.3. The Committee shall determine the manner in which each Option
     shall be exercisable and the timing and form of the Option Price to be paid
     by each Participant upon the exercise of the Option and the related Plan
     Agreement shall specify such determination and methods. The Committee may
     specify that Options may be exercised by payment in full in cash, cashier's
     check or a check drawn on the Bank. For purposes of determining the Fair
     Market Value hereunder, the provisions of Section 6 hereinabove shall
     apply.

          7.4. For purposes of payment of amounts subject to withholding
     pursuant to applicable provisions of the Code upon the exercise of NQSQ's,
     the Participant shares of Stock having an aggregate Fair Market Value (as
     determined by the procedure set forth in Section 6 hereinabove) equal to
     such amount are subject to withholding.

     8. Nontransferability of Options. Each Option granted under the Plan to any
Participant by its terms may be pledged or hypothecated to the extent that,
under Section 424 (c) of the Code, such pledge or hypothecation would not
constitute a "disposition" of the Option or the underlying shares but shall not
be transferable by him or her otherwise than by will or the laws of descent and
distribution upon the death of the Participant or pursuant to a qualified
domestic relations order as defined in the Code or Title I of the Employment
Retirement Income Security Act or the rules thereunder, and shall be exercisable
during his or her lifetime only by him or her or by such person's guardian or
legal representative.

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     9. Rights as a Shareholder. Each Participant shall have no rights as a
shareholder with respect to any shares of Stock issuable pursuant to his or her
Options, until he or she shall become the holder of such Stock, and no
adjustment, except adjustments pursuant to Section 10 hereinbelow, with respect
to such shares of Stock for which the record date is prior to the date on which
he or she shall become a holder thereof, shall be made.

     10. Antidilution Provisions. In the event that additional shares of Stock
are issued pursuant to a stock split, stock dividend or other recapitalization
resulting in combinations or exchanges of shares or otherwise, the number of
shares of Stock then covered by each outstanding Option shall be increased
proportionately with no increase in the total Option Price of the Stock then so
covered but with a corresponding adjustment in the price for each share subject
to the option, and the number of shares of Stock reserved for the purpose of the
Plan shall be increased by the same proportion. In the event that the shares of
Stock of the Bank from time to time issued and outstanding are reduced by a
combination of shares, the number of shares of Stock then covered by each
outstanding Option shall be reduced proportionately with no reduction in the
total Option Price of the Stock then so covered but with a corresponding
adjustment in the price for each share subject to the option, and the number of
shares of Stock reserved for the purpose of the Plan shall be reduced by the
same proportion.

     11.  Merger, Consolidation, Liquidation or Reorganization of the Bank.

          11.1. Anything herein contained to the contrary notwithstanding and
     unless otherwise specified in a Plan Agreement, upon the dissolution or
     liquidation of the Bank, or upon a merger, consolidation or other
     reorganization whereupon the Bank is not the surviving corporation, all
     outstanding Options granted hereunder shall for a 30 day period immediately
     prior to such dissolution, liquidation, merger, consolidation or
     reorganization become exercisable in full, unless in the event of a merger,
     consolidation or other reorganization, the relative agreements with respect
     thereto provide for the assumption of such Option, in which case the
     surviving Corporation shall honor such Options in full.


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          11.2. The foregoing provisions of this Section 11 to the contrary
     notwithstanding, in the event that the Bank is subject to a corporate
     merger, consolidation, separation, reorganization or liquidation, or by
     reason of the acquisition of property or stock of another corporation by
     the Bank, or any of its Subsidiaries, and such transaction is a transaction
     pursuant to which Section 424 of the Code applies, the Committee may grant
     Options under the Plan in substitution for Options granted under plans of
     other employers. The Committee may impose such terms and conditions upon
     the grant of any ISO under this Section as are necessary to ensure that the
     substitution will qualify under Section 424(a) of the Code and will not
     constitute a modification of the option under Section 424(h), even though
     such term or condition would otherwise be inconsistent with the provisions
     of this Plan. Options granted under the provisions of this Section may be
     granted at prices less than the Fair Market Value of the Stock on the date
     such Option is granted, so long as the ratio of that Option Price to the
     Fair Market Value of the Stock is no more favorable to the Participant than
     the ratio of the option price to the fair market value of the stock subject
     to the old option immediately before such substitution. Except as otherwise
     expressly provided in the agreement setting forth the terms and conditions
     of such other option, the provisions of the Plan shall govern any Options
     granted under this Section. Nothing in this Section shall be deemed or
     authorized as a grant of Options under the Plan for a number of shares of
     Stock in excess of the number set forth in Section 5 hereinabove.

     12. Termination of Employment or Death or Disability of Participant. Unless
otherwise specifically provided in a Plan Agreement, if the employment of any
Participant is terminated for any reason whatsoever (including death) then such
Option and all rights thereunder shall wholly and completely terminate as
follows: (a) at the expiration of 12 months after the termination of employment
if termination as by reason of death or permanent and total disability, (b) at
the expiration of 90 days following such termination if termination was for any
other reason; provided, however, if during the 90 day period, the Participant
dies or becomes disabled, the 90 day period shall be extended by 12 months from
the date of death or disability. During said respective 12 month and 90 day
periods, such an Option may be exercised in accordance with its terms, but only
for the number of shares with respect to its installments as have accrued and
vested as set forth in the related Plan Agreement and as of the date of
termination of employment, or (c) upon termination if the Participant is
terminated for cause. The term "permanent and total disability" shall, for
purposes of this Plan, have the meaning of that term as used in Section 22(e)(3)
of the Code. The term "for cause" shall, for purposes of this Plan, mean a
consistent course of negligent conduct or willful misconduct in the performance
of duties at or on behalf of the Bank, breach of trust involving the Bank, or
any of its directors, officers, employees, agents, consultants, customers or
shareholders, conviction of, or the pleading of no contest to, a felony and/or
fraud, embezzlement or theft against the Bank.


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     13. Amendment and Discontinuance of the Plan. The Committee may from time
to time alter or suspend and at any time discontinue the Plan. However, no
action of the Committee may, without the approval of the shareholders of the
Bank, increase the maximum number of shares of Stock to be issued pursuant to
this Plan (other than adjustment pursuant to the terms of Section 10
hereinabove), materially increase the benefits accruing to the Participants
under the Plan, modify the provisions of Section 4 hereof regarding eligibility,
reduce the Option Price at which shares of Stock may be offered pursuant to
Options (other than adjustment pursuant to terms of Section 10 hereinabove) or
extend the expiration date of the Plan. No action of the Committee may impair a
Participant's rights under any outstanding Option previously granted under the
Plan, without the consent of the holder of such Option.

     14. Reissuance of Options. The Committee in its discretion, with the
consent of any Participant, may cancel any Option outstanding under this Plan
which has an Option Price, that exceeds the Fair Market Value of the Stock on
the date of cancellation, and issue a new Option or both, on such date for the
number of shares of Stock equal to those covered by the cancelled Option, to
such Participant.

     15. Effective Date and Termination Date. The Plan and any amendment thereto
requiring shareholder approval shall become effective upon the latter of (a)
adoption by the Board of Directors, or if applicable, the Committee, and (b)
approval by the shareholders of the Bank; provided that such shareholder
approval shall be obtained within 12 months of its adoption by the Board of
Directors or the Committee, as applicable. Notwithstanding the foregoing,
Options may be granted to Participants prior to shareholder approval of the
Plan; provided, however, the exercisability of all such Options shall be
conditioned upon such approval. The Plan shall remain in effect until terminated
by the Board of Directors of the Bank, but not later than ten years after the
date the Plan was originally approved by the Board of Directors.

          For reference purposes, this Plan was adopted by the Board of
     Directors of the Bank on July 10, 1996 and subsequently approved by the
     shareholders of the Bank on December 12, 1996.




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                             FIRST AMENDMENT TO THE
                   TEMECULA VALLEY BANK, NATIONAL ASSOCIATION
                         1996 INCENTIVE AND NONQUALIFIED
                          STOCK OPTION PLAN (EMPLOYEES)



     This First Amendment ("First Amendment") to the 1996 Incentive and
Nonqualified Stock Option Plan (Employees) ("Plan") is effective May 15, 2001.

     Having received the requisite approvals of the Board of Directors and
Shareholders of Temecula Valley Bank, N.A., Section 5 of the Plan, as of the
date hereof, shall be deemed to include an additional 300,000 shares of common
stock.

     Except as modified hereby, the Plan shall remain in full force and effect.

     IN WITNESS WHEREOF, the undersigned officers of Temecula Valley Bank, N.A.
have executed this First Amendment as of May 15, 2001 on behalf of the Bank.


                              By:  /S/ STEPHEN H. WACKNITZ
                                   ------------------------
                                       Stephen H. Wacknitz,
                                       Chairman, Chief Executive Officer
                                       and President



                              By:  /s/ DONALD A. PITCHER
                                   ----------------------
                                       Donald A. Pitcher,
                                       Chief Financial Officer
                                       and Secretary








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                             Second Amendment to the
                   Temecula Valley Bank, National Association
                         1996 Incentive and Nonqualified
                          Stock Option Plan (Employees)



     This Second Amendment ("Second Amendment") to the Temecula Valley Bank,
N.A. 1996 Incentive and Nonqualified Stock Option Plan (Employees) ("Plan") is
effective May 15, 2002. All terms not otherwise defined herein shall have the
meaning ascribed in the Plan.

     1. Authorized Shares. As a result of two 2 for 1 stock splits and an
increase in the number of shares of Common Stock authorized for grant pursuant
to Options, the number of shares of Common Stock authorized under the Plan
equals 900,000 and, as of April 30, 2002, there are 90,222 shares available for
grant under the Plan and 482,650 shares subject to outstanding Options.

     2. Authorization of Amendment. Pursuant to Section 13 of the Plan, the
Committee (which can be the Board) may make such changes in or additions to the
Plan as it deems proper and in the best interests of the Bank and its
shareholders, provided that the Board may not change the Plan without the
approval of the shareholders of the Bank if such amendment or change would: (i)
increase the number of shares subject to the Plan; (ii) materially increase the
benefits accruing to Participants under the Plan; (iii) modify the requirements
as to eligibility under the Plan; (iv) reduce the Option Price at which shares
of Stock may be offered pursuant to Options (other than allowed adjustments); or
(v) extend the expiration date of the Plan. No action of the Board may impair a
Participant's rights under any outstanding Option previously granted under the
Plan without the consent of the holder of such Option.

     3. Board Approval. On May 15, 2002, the Board approved the terms of this
Second Amendment, as authorized by Section 13 of the Plan.

     4. The Amendment. A new Section 7.5 is hereby added to the Plan which reads
in its entirety as follows:


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               7.5 Notwithstanding anything to the contrary contained in this
          Plan, Options shall be exercisable at the rate of at least 20% per
          year over 5 years from the date the Option is granted, subject to
          reasonable conditions such as continued employment. However, in the
          case of Options granted to directors of the Bank or its parent, the
          option may become fully exercisable, subject to reasonable conditions
          such as continued Board membership, at any time or during any period
          established by the Bank or its parent.

     Except as modified by the First Amendment and this Second Amendment, the
Plan shall remain in full force and effect.

     IN WITNESS WHEREOF, the undersigned officers of Temecula Valley Bank, N.A.
have executed this Second Amendment as of May 15, 2002.

                              Temecula Valley Bank, N.A.





                              By:  /S/ STEPHEN H. WACKNITZ
                                   ------------------------
                                       Stephen H. Wacknitz,
                                       Chairman, Chief Executive Officer
                                       and President



                              By:  /s/ DONALD A. PITCHER
                                   ----------------------
                                       Donald A. Pitcher,
                                       Chief Financial Officer
                                       and Secretary