Exhibit 10.16



                (C) 2001 Clark/Bardes Consulting-Banking Practice

 This document is provided to assist your legal counsel in documenting your
 specific arrangement. The laws of the various states may differ considerably,
 and this specimen is for general information only. It is not a form to be
 signed, nor is it to be construed as legal advice. Failure to accurately
 document your arrangement could result in significant losses, whether from
 claims of those participating in the arrangement, from the heirs and
 beneficiaries of participants, or from regulatory agencies such as the Internal
 Revenue Service, the Department of Labor, or bank examiners. License is hereby
 granted to your legal counsel to use these materials in documenting solely your
 arrangement.


                                                                Prepared 11/6/01

                           TEMECULA VALLEY BANK, N.A.
                         SALARY CONTINUATION AGREEMENT


     THIS AGREEMENT is adopted this 15th day of November, 2001, by and between
the TEMECULA VALLEY BANK, N.A., a national banking association located in
Temecula, California (the "Company") and BRIAN CARLSON (the "Executive").

                                  INTRODUCTION

WITNESSETH:

     WHEREAS, the Executive is in the employ of the Company, serving as its
Executive Vice President/SBA Division Manager; and

     WHEREAS, the experience, knowledge of the affairs of the Company, and
reputation and contacts in the industry of the Executive are so valuable that
assurance of the Executive's continued service is essential for the future
growth and profits of the Company, and it is in the best interest of the Company
to arrange terms of continued employment for the Executive so as to reasonably
assure the Executive's remaining in the Company's employment during the
Executive's lifetime or until the age of retirement; and

     WHEREAS, it is the desire of the Company that the Executive's services be
retained as herein provided; and

     WHEREAS, the Executive is willing to continue in the employ of the Company
provided the Company agrees to pay to the Executive or the Executive's
beneficiaries certain benefits in accordance with the terms and conditions
hereinafter set forth.

     NOW, THEREFORE, in consideration of the services to be performed in the
future, as well as the mutual promises and covenants herein contained, it is
agreed as follows:



<PAGE>



                                    Article 1
                                   Definitions

     Whenever used in this Agreement, the following words and phrases shall have
the meanings specified:

     1.1 "Change of Control" means that there has been a Termination of
Employment of the Executive within 12 months following: (1) a tender offer made
and consummated for the ownership of 25% or more of the outstanding voting
securities of the Company; (ii) a merger or consolidation of the Company with
another bank or corporation and as a result of such merger or consolidation less
than 75% of the outstanding voting securities of the surviving or resulting bank
or shareholders of the Company, other than affiliates (within the meaning of the
Securities Exchange Act of 1934) of any party to such merger or consolidation,
as the same shall have existed immediately prior to such merger or
consolidation, (iii) a sale of substantially all of the Company's assets to
another bank or corporation which is not a wholly owned subsidiary; or (iv) an
acquisition of the Company by a person, within the meaning of Section 3(a)(9) or
of Section 13(d)(3) (as in effect on the date hereof) of the Securities Exchange
Act of 1934, of 25% or more of the outstanding voting securities of the Company
(whether directly, indirectly, beneficially or of record). For purposes hereof,
ownership of voting securities shall take into account and shall include
ownership as determined by applying the provisions of Rule 13d-3(d)(l)(I) (as in
effect on the date hereof) pursuant to the Securities Exchange Act of 1934.

     1.2 "Code" means the Internal Revenue Code of 1986, as amended.

     1.3 "Disability" means the Executive suffering a sickness, accident or
injury, which, in the judgment of a physician who is satisfactory to the
Company, prevents the Executive from performing substantially all of the
Executive's normal duties for the Company. As a condition to any benefits, the
Company may require the Executive to submit to such physical or mental
evaluations and tests as the Company's Board of Directors deems appropriate and
reasonable.

     1.4 "Early Termination" means the Termination of Employment before Normal
Retirement Age for reasons other than death, Disability, Termination for Cause
or following a Change of Control.

     1.5 "Early Termination Date" means the month, day and year in which Early
Termination occurs.

     1.6 "Effective Date" means January 1, 2001.

     1.7 "Normal Retirement Age" means the Executive's 65th birthday.

     1.8 "Normal Retirement Date" means the later of the Normal Retirement Age
or Termination of Employment.


<PAGE>



     1.9 "Plan Year" means a twelve-month period commencing on January 1 and
ending on December 31 of each year. The initial Plan Year shall commence on the
effective date of this Agreement.

     1.10 "Termination for Cause" See Section 5.1.

     1.11 "Termination of Employment" means that the Executive ceases to be
employed by the Company for any reason whatsoever other than by reason of a
leave of absence, which is approved by the Company. For purposes of this
Agreement, if there is a dispute over the employment status of the Executive or
the date of the Executive's Termination of Employment, the Company shall have
the sole and absolute right to determine the termination date.

                                    Article 2
                               Lifetime Benefits

     2.1 Normal Retirement Benefit. Upon Termination of Employment on or after
the Normal Retirement Age for reasons other than death, the Company shall pay to
the Executive the benefit described in this Section 2.1 in lieu of any other
benefit under this Agreement.

          2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is
     $25,000. The Board of Directors may in its sole and absolute discretion
     unilaterally increase the amount of the annual benefit amount at the end of
     each Plan Year from the date of this Agreement to the Executive's Normal
     Retirement Date. If the Board of Directors increase the annual benefit,
     then the Schedule A attached hereto shall also be recalculated to increase
     the benefits under Article 2 of this Agreement.

          2.1.2 Payment of Benefit. The Company shall pay the annual benefit to
     the Executive in 12 equal monthly installments commencing with the month
     following the Executive's Normal Retirement Date. The Company shall pay
     this annual benefit to the Executive for 15 years.

          2.1.3 Benefit Increases. Commencing on the first anniversary of the
     first benefit payment, and continuing on each subsequent anniversary, the
     Company's Board of Directors, in its sole discretion, may increase the
     benefit.

     2.2 Early Termination Benefit. Upon Early Termination, the Company shall
pay to the Executive the benefit described in this Section 2.2 in lieu of any
other benefit under this Agreement.

          2.2.1 Amount of Benefit. The benefit under this Section 2.2 is the
     Early Termination Annual Benefit set forth in Schedule A for the Plan Year
     ending immediately prior to the Early Termination Date, except, however,
     the Executive shall not be entitled to any benefit if he voluntarily
     terminates his employment prior to the end of the fifth Plan Year. Any
     increase in the annual benefit under section 2.1 shall require the
     recalculation of the Early Termination Benefit set forth in Schedule A. The
     Early Termination Benefit annual amount is determined by calculating a
     fixed annuity which is payable in 15 annual equal installments, crediting
     interest on the unpaid balance of the Accrual Balance at an annual rate of
     8.5 percent, compounded monthly.


<PAGE>




          2.2.2 Payment of Benefit. The Company shall pay the annual benefit
     amount to the Executive in 12 equal monthly installments commencing with
     the month following the Normal Retirement Date. The Company shall pay this
     annual benefit to the Executive for 15 years.

          2.2.3 Benefit Increases. Benefit payments may be increased as provided
     in Section

     2.1.3.

     2.3 Disability Benefit. If the Executive terminates employment due to
Disability prior to Normal Retirement Age, the Company shall pay to the
Executive the benefit described in this Section 2.3 in lieu of any other benefit
under this Agreement.

          2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the
     Disability Annual Benefit set forth in Schedule A for the Plan Year ending
     immediately prior to the date in which the Termination of Employment
     occurs. Any increase in the annual benefit under section 2.1 shall require
     the recalculation of the Disability Annual Benefit amount set forth in
     Schedule A. The Disability Annual Benefit amount is determined by
     calculating a fixed annuity which is payable in 15 annual equal
     installments, crediting interest on the unpaid balance of the Accrual
     Balance at an annual rate of 8.5 percent, compounded monthly.

          2.3.2 Payment of Benefit. The Company shall pay the annual benefit
     amount to the Executive in 12 equal monthly installments commencing with
     the month following Termination of Employment. The Company shall pay this
     annual benefit to the Executive for 15 years.

          2.3.3 Benefit Increases. Benefit payments may be increased as provided
     in Section

     2.1.3.

     2.4 Change of Control Benefit. Upon a Change of Control, the Company shall
pay to the Executive the benefit described in this Section 2.4 in lieu of any
other benefit under this Agreement.

          2.4.1 Amount of Benefit. The benefit under this Section 2.4 is the
     Change of Control Lump Sum set forth in Schedule A for the Plan Year ending
     immediately prior to the date in which Termination of Employment occurs,
     determined by vesting the Executive in the Accrual Balance. Any increase in
     the annual benefit under section 2.1 shall require the recalculation of the
     Change of Control Lump Sum set forth in Schedule A.

          2.4.2 Payment of Benefit. The company shall pay the benefit to the
     Executive in a lump sum within 60 days following a Change of Control.




<PAGE>



                                    Article 3
                                 Death Benefits

     3.1 Death During Active Service. If the Executive dies while in the active
service of the Company, the Company shall pay to the Executive's beneficiary the
benefit described in this Section 3.1. This benefit shall be paid in lieu of the
Lifetime Benefits of Article 2.

          3.1.1 Amount of Benefit. The annual benefit under this Section 3.1 is
     the Normal Retirement Benefit amount described in Section 2.1.1.

          3.1.2 Payment of Benefit. The Company shall pay the annual benefit to
     the beneficiary in 12 equal monthly installments commencing with the month
     following the Executive's death. The Company shall pay this annual benefit
     to the Executive's beneficiary for 15 years.

     3.2 Death During Benefit Period. If the Executive dies after the benefit
payments have commenced under this Agreement but before receiving all such
payments, the Company shall pay the remaining benefits to the Executive's
beneficiary at the same time and in the same amounts they would have been paid
to the Executive had the Executive survived.

     3.3 Death Following Termination of Employment But Before Benefits Commence.
If the Executive is entitled to benefits under this Agreement, but dies prior to
receiving said benefits, the Company shall pay to the Executive's beneficiary
the same benefits, in the same manner, they would have been paid to the
Executive had the Executive survived, however, said benefit payments will
commence upon the Executive's death.

                                    Article 4
                                 Beneficiaries

     4.1 Beneficiary Designations. The Executive shall designate a beneficiary
by filing a written designation with the Company. The Executive may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Executive and received by
the Company during the Executive's lifetime. The Executive's beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the Executive, or if the Executive names a spouse as beneficiary and the
marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's estate.

     4.2 Facility of Payment. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person. The Company may require proof of incompetence,
incapacity, minority or guardianship as it may deem appropriate prior to
distribution of the benefit. Such distribution shall completely discharge the
Company from all liability with respect to such benefit.



                                        4






<PAGE>



                                    Article 5
                              General Limitations

     5.1 Termination for Cause. Notwithstanding any provision of this Agreement
to the contrary, the Company shall not pay any benefit under this Agreement if
the Company terminates the Executive's employment for:

          (a)  any act of embezzlement, fraud, breach of fiduciary duty or
               dishonesty;

          (b)  deliberate or repeated disregard of the policies and rules of
               Company as adopted by Company's Board of Directors;

          (c)  unauthorized use or disclosure of any of the trade secrets or
               confidential information of Company;

          (d)  competition with Company, inducement of any customer of the
               Company to breach a contract with the Company, or inducement of
               any principal for whom the Company acts as agent to terminate
               such agency relationship;

          (e)  gross negligence adversely impacting the Company; or

          (f)  willful breach of this Agreement or any other willful misconduct.

     5.2 Competition After Termination of Employment. No benefits shall be
payable if the Executive, without the prior written consent of the Company,
engages in, becomes interested in, directly or indirectly, as a sole proprietor,
as a partner in a partnership, or as a substantial shareholder in a corporation,
or becomes associated with, in the capacity of employee, director, officer,
principal, agent, trustee or in any other capacity whatsoever, any enterprise
conducted in the trading area (a 50 mile radius) of the business of the Company
within 2 years of Termination of Employment, which enterprise is, or may deemed
to be, competitive with any business carried on by the Company as of the date of
termination of the Executive's employment or his retirement. This section shall
not apply following a Change of Control.

     5.3 Suicide or Misstatement. No benefits shall be payable if the Executive
commits suicide within two years after the date of this Agreement, or if the
Executive has made any material misstatement of fact on any application for
employment or resume provided to the Company or on any application for any
benefits provided by the Company to the Executive.

                                    Article 6
                          Claims and Review Procedures

     6.1 Claims Procedure. The Company shall notify any person or entity that
makes a claim against this Agreement (the "Claimant") in writing, within 90 days
of Claimant's written application for benefits, of his or her eligibility or
ineligibility for benefits under the Agreement.



                                        5





<PAGE>



If the Company determines that the Claimant is not eligible for benefits or full
benefits, the notice shall set forth (1) the specific reasons for such denial,
(2) a specific reference to the provisions of the Agreement on which the denial
is based, (3) a description of any additional information or material necessary
for the Claimant to perfect his or her claim, and a description of why it is
needed, (4) an explanation of the Agreement's claims review procedure and other
appropriate information as to the steps to be taken if the Claimant wishes to
have the claim reviewed, and (5) a time within which review must be requested.
If the Company determines that there are special circumstances requiring
additional time to make a decision, the Company shall notify the Claimant of the
special circumstances and the date by which a decision is expected to be made,
and may extend the time for up to an additional 90-day period.

     6.2 Review Procedure. If the Claimant is determined by the Company not to
be eligible for benefits, or if the Claimant believes that he or she is entitled
to greater or different benefits, the Claimant shall have the opportunity to
have such claim reviewed by the Company by filing a petition for review with the
Company within 60 days after receipt of the notice issued by the Company. Said
petition shall state the specific reasons which the Claimant believes entitle
him or her to benefits or to greater or different benefits. Within 60 days after
receipt by the Company of the petition, the Company shall afford the Claimant
(and counsel, if any) an opportunity to present his or her position to the
Company in writing, and the Claimant (or counsel) shall have the right to review
the pertinent documents. The Company shall notify the Claimant of its decision
in writing within the 60-day period, stating specifically the basis of its
decision, written in a manner calculated to be understood by the Claimant and
the specific provisions of the Agreement on which the decision is based. If,
because of the need for a hearing, the 60-day period is not sufficient, the
decision may be deferred for up to another 60-day period at the election of the
Company, but notice of this deferral shall be given to the Claimant.

                                    Article 7
                           Amendments and Termination

     This Agreement may be amended or terminated only by a written agreement
signed by the Company and the Executive.

                                    Article 8
                                 Miscellaneous

     8.1 Binding Effect. This Agreement shall bind the Executive and the
Company, and their beneficiaries, survivors, executors, successors,
administrators and transferees.

     8.2 No Guarantee of Employment. This Agreement is not an employment policy
or contract. It does not give the Executive the right to remain an employee of
the Company, nor does it interfere with the Company's right to discharge the
Executive. It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment at any time.



<PAGE>

     8.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

     8.4 Tax Withholding. The Company shall withhold any taxes that are required
to be withheld from the benefits provided under this Agreement.

     8.5 Applicable Law, The Agreement and all rights hereunder shall be
governed by the laws of the State of California, except to the extent preempted
by the laws of the United States of America.

     8.6 Unfunded Arrangement. The Executive and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors. Any insurance on the Executive's life is a general
asset of the Company to which the Executive and beneficiary have no preferred or
secured claim.

     8.7 Recovery of Estate Taxes. If the Executive's gross estate for federal
estate tax purposes includes any amount determined by reference to and on
account of this Agreement, and if the beneficiary is other than the Executive's
estate, then the Executive's estate shall be entitled to recover from the
beneficiary receiving such benefit under the terms of the Agreement, an amount
by which the total estate tax due by the Executive's estate, exceeds the total
estate tax which would have been payable if the value of such benefit had not
been included in the Executive's gross estate. If there is more than one person
receiving such benefit, the right of recovery shall be against each such person.
In the event the beneficiary has a liability hereunder, the beneficiary may
petition the Company for a lump sum payment in an amount not to exceed the
beneficiary's liability hereunder.

     8.8 Entire Agreement. This Agreement constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.

     8.9 Administration. The Company shall have powers which are necessary to
administer this Agreement, including but not limited to:

          (a)  Interpreting the provisions of the Agreement;

          (b)  Establishing and revising the method of accounting for the
               Agreement;

          (c)  Maintaining a record of benefit payments; and

          (d)  Establishing rules and prescribing any forms necessary or
               desirable to administer the Agreement.


<PAGE>

     8.10 Named Fiduciary. For purposes of the Employee Retirement Income
Security Act of 1974, if applicable, the Company shall be the named fiduciary
and plan administrator under the Agreement. The named fiduciary may delegate to
others certain aspects of the management and operation responsibilities of the
plan including the employment of advisors and the delegation of ministerial
duties to qualified individuals.


     IN WITNESS WHEREOF, the Executive and a duly authorized Company officer
have signed this Agreement.

 EXECUTIVE:                             COMPANY:

                                        TEMECULA VALLEY BANK, N.A.
 /s/Brian Carlson                       By:/s/ Stephen H. Wacknitz
 ----------------                          -----------------------
 Brian Carlson
                                        Title: President/Chief Executive Officer
                                              ----------------------------------