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                                                               EXHIBIT 10.14.7

                              EMPLOYMENT AGREEMENT


This EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of January 1, 
1998, by and between PACIFIC CREST CAPITAL, INC., a Delaware corporation 
(herein after referred to as "EMPLOYER") and M. CAROLYN REINHART (hereinafter 
referred to as "EMPLOYEE"), on the following terms and conditions:

   1.   TERM OF AGREEMENT; DUTIES

        (a) TERM. EMPLOYER hereby agrees to employ EMPLOYEE as the Senior 
Vice President of EMPLOYER for a two year period, commencing on the date 
hereof, and EMPLOYEE hereby agrees to accept such employment for such period, 
subject to earlier termination under the circumstances provided herein. The 
term of this Agreement shall be extended automatically to cover successive 
periods of one year each unless, at least one year prior to the end of the 
original or any renewal term hereof, EMPLOYEE gives written notice to the 
President of EMPLOYER, or EMPLOYER gives written notice to EMPLOYEE, of an
intent to terminate this Agreement at the end of such term.

        (b) DUTIES. EMPLOYEE, subject to the direction and control of the 
Board of Directors, shall devote all of EMPLOYEE'S productive time, attention 
and energies to discharging, and shall perform, such executive duties and 
managerial responsibilities as may from time to time be specified by 
EMPLOYER, and will use EMPLOYEE'S best efforts to promote the interest of 
EMPLOYER and its subsidiaries and affiliates and the performance of such 
duties and responsibilities shall be EMPLOYEE's exclusive employment for 
compensation; provided, however, that nothing herein contained shall be 
deemed to limit EMPLOYEE'S right to make passive investments in 
non-affiliated companies.


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        (c) EXTENSION OF TERM OF EMPLOYMENT UPON CERTAIN CORPORATE CHANGES. 
For purposes of this paragraph (c), "Extension Date" shall mean the effective 
date of a transaction pursuant to which (i) EMPLOYER ceases to be an 
independent publicly owned corporation, (ii) all or substantially all of the 
assets of EMPLOYER (including but not limited to the stock of EMPLOYER'S 
subsidiaries) are sold, (iii) all or substantially all of the assets, or a 
majority of the outstanding capital stock, of Pacific Crest Bank are sold to 
a purchaser which is not controlled by EMPLOYER, (iv) EMPLOYER is merged with 
or into another corporation which is to be the surviving corporation, or (v) 
a majority of the outstanding capital stock of EMPLOYER becomes owned or 
held, directly or indirectly, in such transaction or series of transactions 
by a person or entity other than EMPLOYER, its subsidiary or affiliate, or by 
a "group" as such term is defined in Rule 13 d-1 of the Securities and 
Exchange Act of 1934, which prior to such transaction or series of 
transactions did not include EMPLOYER, its subsidiaries or affiliates. 
Notwithstanding paragraph (a) of this Section 1, the term of employment 
hereunder shall automatically be extended on the first to occur of any 
Extension Date. On such Extension Date, the term of employment hereunder 
shall be extended to cover the two-year period commencing on such Extension 
Date.

   2.   COMPENSATION. EMPLOYER shall compensate EMPLOYEE for the services to 
be rendered by EMPLOYEE hereunder during the term of EMPLOYEE'S employment, 
including all services to be rendered as an officer and executive of 
EMPLOYER, its subsidiaries and affiliates, at an annual base rate to be 
determined from time to time, and in no event less frequently than annually, 
during the term of this Agreement as follows (the "Base Rate"):


        (a) The Base Rate shall be $82,008 per year during the period from 
the date hereof through December 31, 1998; and


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        (b) The Base Rate for each subsequent calendar year or portion 
thereof during which this Agreement is in effect shall be no less than the 
Base Rate for the prior calendar year and may be increased at the sole 
discretion of the Board of Directors of EMPLOYER based on the performance of 
EMPLOYER and the individual merit of EMPLOYEE.

        The applicable Base Rate shall be payable not less frequently than 
monthly in accordance with the regular salary procedure from time to time 
adopted by EMPLOYER. There shall be deducted from all compensation paid to 
EMPLOYEE, such sums, including, but not limited to Social Security, income 
tax withholding, employment insurance, and any and all other such deductions 
as EMPLOYER is by law obligated to withhold. Notwithstanding anything to the 
contrary contained herein, the salary of EMPLOYEE may be increased by the 
Board of Directors of EMPLOYER but shall, for any employment year covered by 
this Agreement, be at least at a Base Rate herein above set forth, plus any 
incentive arrangements to be determined by the Board of Directors.

        EMPLOYEE shall be reimbursed for EMPLOYEE'S reasonable and actual 
out-of-pocket expenses incurred by EMPLOYEE in performance of EMPLOYEE'S 
duties and responsibilities hereunder, provided EMPLOYEE shall first furnish 
proper vouchers and expense accounts setting forth the information required 
by the United States Treasury Department for deductible business expenses.

       EMPLOYEE shall be entitled to participate in and shall be included in 
such insurance, pension, profit sharing, stock options, stock purchase and 
other employee benefit plans ("Benefit Plans") of EMPLOYER as are in effect 
from time to time during the term of this Agreement for other employees of 
EMPLOYER who are employed by EMPLOYER in similar executive capacities as 
EMPLOYEE; provided, however, that nothing in this Agreement shall in any way 
require EMPLOYEE to be covered by any Benefit Plan is EMPLOYEE'S 
participation is not required by the terms of the Benefit Plan.


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   3.   DISABILITY. If, on account of any physical or mental disability, 
EMPLOYEE shall fail or be unable to perform under this Agreement for any 
period of one hundred twenty (120) consecutive days or for an aggregate 
period of one hundred twenty (120) or more days during any consecutive 
twelve-month period, then and in that event EMPLOYER may, at its option, at 
any time thereafter, upon written notice to EMPLOYEE, terminate the 
employment relationship provided for in this Agreement. In such event, 
EMPLOYEE'S requirement to render services hereunder and EMPLOYER'S 
requirement to compensate EMPLOYEE hereunder shall terminate and come to an 
end upon the date such notice is given as if such date were the termination 
of this Agreement; provided, however, that if EMPLOYER terminates the 
employment relationship as a result of EMPLOYEE'S disability, than EMPLOYEE 
shall be entitled to receive, as disability compensation, payments at the 
Base Rate previously set forth for the remaining term of this agreement 
payable not less frequently than monthly. The option to terminate employment 
in the event of a disability herein provided is separate, distinct and 
additional to any right on the part of EMPLOYER to terminate this Agreement, 
as provided in Section 6 hereof. EMPLOYER may, at its option, apply for 
disability insurance and, if so, any obligation on the part of EMPLOYER to 
pay EMPLOYEE any payments on account of any physical or mental disability of 
EMPLOYEE as specified above, shall be credited with the amount of any 
payments to EMPLOYEE under any such disability income policy but not any 
payments to EMPLOYEE under any state disability insurance.

   4. DEATH. In the event that EMPLOYEE should die during the term hereof, 
this Agreement will terminate. In such event, EMPLOYEE'S personal 
representative shall be entitled to receive, as a death benefit, in addition 
to any other payments which EMPLOYEE'S 


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personal representative may be entitled to receive under any Benefit Plans, 
payments for a period of 12 months at the Base Rate that would have then been 
payable to EMPLOYEE under this Agreement payable not less frequently than 
monthly.

       EMPLOYER may maintain a life insurance policy on the life of EMPLOYEE, 
in favor of the EMPLOYER. EMPLOYEE shall have no interest whatsoever in any 
such policy or policies, except as otherwise provided in any split dollar 
life insurance agreements, but EMPLOYEE shall at the request of EMPLOYER 
submit to such medical examinations, supply such information, consent to such 
blood tests and execute such documents as may be required by the insurance 
company or companies to whom EMPLOYER has applied for such insurance.

   5.  VACATION. EMPLOYEE shall be entitled to vacation time for each 
calendar year during the term of this Agreement in accordance with 
EMPLOYER'S vacation policy for senior management executive from time to time 
in effect.

   6. TERMINATION FOR CAUSE. The EMPLOYER shall have the unrestricted right to 
discharge the EMPLOYEE at any time for cause. Cause for discharge, to be 
determined in the EMPLOYER'S sole discretion, shall include, but shall not be 
limited to, theft or embezzlement by the EMPLOYEE from the EMPLOYER or its 
affiliates; fraud or other acts of dishonesty by the EMPLOYEE in the conduct 
of the EMPLOYER'S business or the fulfillment of EMPLOYEE'S assigned 
responsibilities hereunder, gross neglect by the EMPLOYEE of the EMPLOYEE'S 
duties hereunder, the EMPLOYEE'S conviction of, or plea of NOLO CONTENDRE to, 
any felony or any crime involving moral turpitude; the EMPLOYEE'S 
failure to follow the lawful and reasonable instructions of the Board of 
Directors of EMPLOYER or the President; or any material breach by the 
EMPLOYEE of any term, provision or covenant of this Agreement. The occurrence 
of any event constituting cause for discharge shall permit but not require 
the 


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EMPLOYER to terminate the EMPLOYEE for cause; provided however, that the 
EMPLOYER'S decision not to terminate the EMPLOYEE upon occurrence of an event 
constituting cause for discharge shall not operate as a waiver of its rights 
provided in this Section 6 or otherwise. The decision to terminate the 
EMPLOYEE, to impose lesser discipline, to take other action or to take no 
action in response to any such occurrence shall be in the EMPLOYER'S sole and 
exclusive discretion.

         If the EMPLOYER terminates the EMPLOYEE for cause, the EMPLOYER 
shall be obligated to provide to the EMPLOYEE only the base salary provided 
for in Section 2 through the date of termination of the EMPLOYEE at the rate 
in effect on the date of such termination of the EMPLOYEE.

   7.   CONFIDENTIAL INFORMATION; COMPETITION

        (a) EMPLOYEE acknowledges that, in the course of employment 
hereunder, EMPLOYEE has and will become acquainted with confidential 
information belonging to the EMPLOYER. This information may relate to 
persons, firms and corporations which are or become customers or accounts of 
EMPLOYER or of a subsidiary or affiliate of EMPLOYER during the term of this 
Agreement. None of the confidential information which EMPLOYEE may have or 
may obtain prior to the termination of this Agreement shall be disclosed to 
any other person either before or after the termination of the Agreement 
without the prior written permission of EMPLOYER, except such disclosures as 
may be necessary to the performance by EMPLOYEE of EMPLOYEE'S duties 
hereunder or unless such information is part of the public domain, is within 
the prior knowledge of any such other person or is published anywhere without 
EMPLOYEE'S fault. EMPLOYEE shall return all tangible evidence of all such 
confidential information to EMPLOYER prior to or at the termination of 
EMPLOYEES employment.

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        (b) EMPLOYEE expressly covenants and agrees that for a period of two 
years after the date of termination of EMPLOYEE'S employment with EMPLOYER, 
EMPLOYEE will not, acting alone or in conjunction with others, directly or 
indirectly, solicit business of any type engaged in by EMPLOYER (or any 
subsidiary or affiliate of EMPLOYER) from any person or business which is an 
account, customer or client of EMPLOYER (or any subsidiary or affiliate of 
EMPLOYER) or induce or attempt to influence any such account, customer or 
client to curtail or cancel its business with EMPLOYER (or any subsidiary or 
affiliate of EMPLOYER).

        (c) Because the remedy at law for any breach of the provisions of 
this Section 7 would be inadequate, EMPLOYEE hereby consents to the granting, 
by any court having jurisdiction and without the necessity of providing 
actual monetary loss, of an injunction or other equitable relief enjoining 
any breach of such provisions.

        (d) EMPLOYEE and EMPLOYER recognize that the laws and public policies 
of the various states of the United States may differ as to the validity and 
enforceability of covenants and undertakings similar to those set forth in 
paragraph (b) of Section 7. It is the intention of EMPLOYER and EMPLOYEE that 
the provisions of paragraph (6) of Section 7 shall be enforced to the fullest 
extent permissible under the laws and public policies of each state and 
jurisdiction in which such enforcement is sought, and the unenforceability 
(or the modification to conform to such laws or public policies) of any 
provision of such paragraph shall not render unenforceable, or impair, the 
remainder of the provisions of such paragraph. Accordingly, if any provisions 
of such paragraph shall be determined to be invalid or unenforceable, either 
in whole or in part, under the laws or public policies of any state or 
jurisdiction in which enforcement is sought, as to such state or jurisdiction 
the provisions of such paragraph shall be deemed amended to delete or modify, 
as necessary, the offending provision

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and to alter the balance hereof in order to render it valid and enforceable 
in such state or jurisdiction.

        (e)  Notwithstanding any termination of EMPLOYEE'S employment, all of 
the covenants and agreements of EMPLOYEE under this Section 7 shall continue 
in full force and effect in accordance with the terms hereof, even if such 
termination is for cause pursuant to Section 6.

    8.  NOTICES. All notices, requests, demands and other communications 
provided for by this Agreement shall be in writing and shall be deemed to 
have been given at the time delivered, if personally delivered, or 
twenty-four hours after deposit thereof for mailing at any general or branch 
United States Post Office enclosed in a registered or certified postpaid 
envelope and addressed to either EMPLOYER or EMPLOYEE as the case may be, at 
30343 Canwood Street, Agoura Hills, California 91301. The parties hereto may 
designate a different place at which notice shall be given, provided, 
however, that any such notice of change of address shall be effective only 
upon receipt.

    9.  ENTIRE UNDERSTANDING.  This Agreement sets forth the entire 
understanding of the parties hereto with respect to the subject matter hereof 
and no other representations, warranties or agreements whatsoever have been 
made to EMPLOYEE, except any such incentive arrangements as may be set forth 
in a written Bonus Plan applicable to EMPLOYEE. This Agreement shall not be 
modified, amended, or terminated except by another instrument in writing 
executed by the parties hereto.



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    10.  GOVERNING LAW. This Agreement and all rights, obligations and 
liabilities arising hereunder shall be construed and enforced in accordance 
with the laws of the State of California.

    11.  ATTORNEY'S FEES. In the event it becomes necessary to commence any 
proceeding or action to enforce the provisions of this Agreement, the Court 
before whom the same shall be tried may award to the prevailing party all 
costs and expenses thereof, including but not limited to reasonable attorney 
fees, the usual, customary and lawfully recoverable Court costs, and all 
other expenses in connection herewith.



     The parties hereto have executed this Agreement on the day and year 
     first above written.


                                        "EMPLOYEE"


                                        /s/ M. Carolyn Reinhart
                                        ------------------------------------
                                        M. CAROLYN REINHART


                                        "EMPLOYER"
                                        PACIFIC CREST CAPITAL, INC.


                                        By: /s/ Gary Wehrle
                                           ---------------------------------
                                         GARY WEHRLE

                                        Title: Chairman of the Board



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