EXHIBIT
10.3




EMPLOYMENT
AGREEMENT





THIS AGREEMENT is dated as of
January 14, 2008, between Belvedere SoCal ("SoCal"), Professional Business Bank
(the "Bank") and Alan J.
Lane ("Executive") for
the purposes set forth in this agreement (the "Agreement").





WHEREAS,
SoCal is a California corporation and bank holding company registered under the
Bank Holding Company Act of 1956, as amended, subject to the supervision and
regulation of the Board of Governors of the Federal Reserve System ("FRB");





WHEREAS,
SoCal is the parent holding company of the Bank, which is a California chartered
banking corporation and wholly-owned subsidiary of SoCal, subject to the
supervision and regulation of the California Department of Financial
Institutions ("DFI")and Federal Deposit Insurance
Corporation ("FDIC");





WHEREAS,
SoCal, Spectrum Bank and certain other parties have entered into that certain
Agreement to Merge and Plan of Reorganization, dated as of July 13, 2007,
pursuant to which the parties thereto intend that a wholly owned subsidiary of
SoCal merge with and into Spectrum Bank (the "Spectrum Merger");





WHEREAS,
it is the intention of the parties to enter into an employment agreement for the
purposes of securing Executive's services as the Executive Chairman of the Board
of Directors of SoCal and of the Bank (together, the "Company").





NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, SoCal, the Bank and Executive agree as follows:





1. TERM. Subject
to the provisions for earlier termination hereinafter provided, Executive's
employment hereunder shall be for a term (the "Term") commencing on November
23, 2007 (the "Effective
Date") and ending on the fifth anniversary of the Effective
Date.




2.POSITION,
DUTIES AND RESPONSIBILITIES. During the Term, the Company will employ
Executive, and Executive agrees to be employed by the Company, as its Executive
Chairman of the Board of Directors of SoCal (the "Board") and the Executive
Chairman of the Board of Directors of the Bank. In such employment capacity,
Executive will have such duties and responsibilities as are normally associated
with such position and will report to the Board. Executive will provide such
services as Executive Chairman, three days per week. Notwithstanding the
foregoing, subject to Section 11 below, nothing in this Agreement shall be
construed to limit Executive's ability to provide services to or participate in
non-profit, charitable or civic organizations or to manage personal investments,
including personal investment vehicles, to the extent that such activities do
not materially interfere with Executive's performance of his duties hereunder.
Executive acknowledges that Executive's services as Executive Chairman of the
Company shall constitute Executive's principal business activity. Executive will
be provided with an office at the Company's principal offices, but may also work
from any location Executive chooses as long as Executive has access to equipment
and other resources necessary to perform Executive's duties. At the Company's
request, Executive will serve the
Company and/or its subsidiaries and affiliates in other capacities in addition
to the foregoing. In the event that Executive serves in any one or more of such
additional capacities, Executive's compensation will not be increased beyond
that specified in this Agreement. In addition, in the event Executive's service
in one or more of such additional capacities is terminated, Executive's
compensation, as specified in this Agreement, will not be diminished or reduced
in any manner as a result of such termination for so long as Executive otherwise
remains employed under the terms of this Agreement.







3. BASE COMPENSATION. During the
Term, the Company will pay Executive a base salary of $180,000 per year, less
payroll deductions and all required withholdings, payable in accordance with the
Company's normal payroll practices and prorated for any partial pay period of
employment. Executive's base salary shall be subject to (i) annual review and,
(ii) in the sole discretion of the Board, increase pursuant to the Company's
policies as in effect from time to time (the "Base
Compensation").




4. ANNUAL BONUS. In addition to
the base salary set forth above, during the Term, Executive will be eligible to
participate in the Company's incentive bonus plan applicable to senior
executives of the Company. The amount of Executive's annual bonus will be based
on the attainment of performance criteria established and evaluated by the
Company in accordance with the terms of such bonus plan as in effect from time
to time, provided that, subject to the terms of such bonus plan, Executive's
target annual bonus shall be twenty-five percent (25%) of Base Compensation per
year, pro-rated for any partial year of service in which an annual bonus is
earned. Each annual bonus shall be paid in cash or, at the election of Executive
made at least thirty (30) days prior to the payment date (or such other date as
may be determined by the Board), in whole or in part in a number of fully vested
shares of SoCal common stock equal to the dollar amount of the bonus payable
divided by the Fair Market Value (as defined in the SoCal 2007 Equity Incentive
Plan (the "Plan")) of a share of SoCal common stock on the date preceding the
date on which the bonus is paid. In the event that Executive elects to receive
an annual bonus in shares, SoCal shall issue such shares to Executive under the
Plan and such shares shall be subject to the terms and conditions of the Plan
(including, without limitation, the limits set forth in Section 3 and Section
6(c) of the Plan) and an award agreement in a form prescribed by the
Company.




5.STOCK
OPTION.





(a) Initial
Option.Provided that Executive
is then employed by the Company, the Company shall, upon the earlier to occur of
February 29, 2008 or the thirtieth calendar day (or, if not a trading day, the
next succeeding trading day) following the consummation of the Spectrum Merger
(the earlier such date, the "Initial GrantDate"), grant to Executive a
nonqualified stock option to purchase a number of shares of SoCal common stock
equal to 2.50% of the total number of shares of SoCal common stock outstanding
as of the Initial Grant Date (the "Initial Option").




(b) Spectrum
Make-Whole Option.In addition, provided that Executive is then employed by the Company, in
the event that the Spectrum Merger is consummated after February 29, 2008, and
the total number of shares of SoCal common stock
outstanding immediately following the consummation of the Spectrum Merger
exceeds the total number of shares of SoCal common stock outstanding as of
February 29, 2008, then the Company shall, on the thirtieth calendar day (or, if
not a trading day, the next succeeding trading day) following the consummation
of the Spectrum Merger, grant to Executive a nonqualified stock option to
purchase a number of shares of SoCal common stock equal to 2.50% of the excess
of the total number of shares of SoCal common stock outstanding immediately
following the consummation of the Spectrum Merger over the total number of
shares of SoCal common stock outstanding as of February 29, 2008 (the "Spectrum Make-Whole Option").




2


(c) Subsequent Acquisition Make-Whole Option.In addition, provided that Executive is then employed by the Company, in
the event that (i) the Company consummates an acquisition transaction (other
than the Spectrum Merger) in which the holders of SoCal common stock immediately
prior to such transaction continue, immediately after such transaction, to
control more than 50% of the total outstanding shares of SoCal common stock (or
equity securities of the surviving entity if the Company is not the surviving
entity (any such equity securities, "New Equity")),and (ii) the total number of shares of SoCal common stock (or New Equity)
outstanding immediately after the consummation of such acquisition transaction
exceeds the total number of shares of SoCal common stock outstanding immediately
prior to the consummation of such transaction, as determined in the sole and
absolute discretion of the Company (any such excess, the "Transaction Share Increase"),then the Company (or the surviving entity) shall, on the thirtieth
calendar day (or, if not a trading day, the next succeeding trading day)
following the consummation of such acquisition, grant to Executive a
nonqualified option to purchase a number of shares of SoCal common stock (or New
Equity) equal to 2.50% of the Transaction Share Increase (the "SubsequentAcquisition Make-Whole Option"and, together with the Initial
Option and the Spectrum Make-Whole Option, the "Options").




(d) Option
Terms.Each
Option shall be granted at an exercise price per share equal to the Fair Market
Value of a share of SoCal common stock on the applicable date of grant. The
terms and conditions of the Options, including without limitation any applicable
vesting and forfeiture conditions, shall be set forth in Stock Option Agreements
substantially in the form attached hereto as Exhibit A, to be
entered into by the Company and Executive (the "Option Agreement").The Options shall, subject to the
provisions of this Section 5, be governed in all respects by the terms of the
Plan and the applicable Option Agreement.





6.BENEFITS AND VACATION. During
the Term, (i) Executive and his dependents shall be eligible as of the Effective
Date to participate in Company's medical and dental insurance programs at the
Company's expense, (ii) Executive shall be eligible to participate in all
incentive, savings and retirement plans, practices, policies and programs
maintained or sponsored by the Company from time to time which are applicable to
other senior executives of the Company, including without limitation, a Company
401(k) plan, subject to the terms and conditions thereof, and (iii) Executive
shall be eligible for standard benefits, such as paid time off and holidays, to
the extent applicable generally to other senior executives of the Company, provided
that, during the Term, Executive shall be entitled to no less than twelve (12)
vacation days per year (i.e.,four weeks of vacation), pro-rated for any partial year of service, in
all cases, subject to the terms and conditions of the applicable Company plans
or policies. In addition, without limiting the generality of the foregoing, the
Company shall make available to Executive any long-term disability insurance
policy which it may provide for other senior executives of the Company on the
same terms and conditions as are made available to such other senior
executives.




7.EXPENSES.
During the Term, Executive shall be entitled to receive prompt reimbursement of
all reasonable business expenses incurred by Executive in accordance with
Company expense reimbursement policy applicable to its senior executives, as in
effect from time to time, including expenses incurred traveling to and from the
Company's principal offices. To the extent that any such expenses are deemed to
constitute compensation to Executive, including without limitation travel
expenses incurred traveling to and from the Company's principal offices, such
expenses shall be reimbursed by December 31 of the year following the year in
which the expense was incurred. The amount of any such expenses reimbursed in
one year shall not affect the amount eligible for reimbursement in any
subsequent year and Executive's right to reimbursement of any such expenses
shall not be subject to liquidation or exchange for any other
benefit.




3


8. TERMINATION OF
EMPLOYMENT.





(a) Termination
Without Cause.The Company may terminate Executive's employment without Cause (as
defined below) at any time during the Term upon thirty (30) days' written notice
provided to Executive in accordance with Section 10 below, or in the Company's
sole discretion, payment of Executive's Base Salary for such period in lieu of
notice. If Executive has a "separation from service" (within the meaning of
Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended, and
Treasury Regulation Section 1.409A-1(h)) ("Separation from Service")by the Company without Cause, the
Company shall promptly or, in the case of obligations described in clause (iv)
below, as such obligations become due, pay or provide to Executive, (i)
Executive's earned but unpaid Base Compensation accrued through the date of such
Separation from Service (the "Termination Date"),(ii) accrued but unpaid vacation
time through the Termination Date, (iii) reimbursement of any business expenses
incurred by Executive prior to the Termination Date that are reimbursable under
Section 7 above, (iv) any vested benefits and other amounts due to Executive
under any plan, program or policy of the Company, and (v) any payment in lieu of
notice of termination under this Section 8(a) (together, the "Accrued Obligations").In addition, subject to Section
8(e) below and Executive's execution and non-revocation of a binding release in
accordance with Section 8(f) below, in the event of a termination of Executive's
employment by the Company without Cause, the Company shall pay or provide to
Executive (the "Severance"):





(x) a
lump-sum cash payment equal to the sum of (A) Executive's Base Compensation at
the rate in effect as of the Termination Date, plus (B) a pro rata portion of
Executive's target annual bonus for the calendar year in which the Termination
Date occurs, determined by multiplying the target annual bonus by a fraction,
the numerator of which equals the number of days elapsed
in the calendar year of termination through the Termination Date and the
denominator of which equals 365, and




(y) at
the Company's expense, continuation of group healthcare coverage for Executive
and his legal dependents until the earlier of twelve months from the Termination
Date or such time as Executive becomes eligible to receive medical benefits
under another group health plan, provided that Executive properly elects
continuation healthcare coverage under Section 4980B of the Internal Revenue
Code and the regulations thereunder; following such continuation period, any
further continuation of such coverage under applicable law shall be at
Executive's sole expense.





Subject
to Section 8(e) below, the Severance amounts described in Section 8(a)(x) above
shall be paid to Executive no later than 15 calendar days following the
Termination Date, which payment schedule is intended to satisfy the
short-deferral exemption under Treasury Regulation Section
1.409A-1(b)(4).





(b) Resignation.Executive may terminate his employment at any time upon thirty (30) days'
written notice provided to Company in accordance with Section 10 below, provided,that the Company
may, in its sole discretion, waive such notice period without payment in lieu
thereof.




(c) Death;
Disability.If Executive dies during the Term or his employment is
terminated due to his total and permanent disability (as determined by the
Board), Executive or his estate, as applicable, shall be entitled to receive the
Accrued Obligations promptly or, in the case of benefits described in Section
8(a)(iv) above, as such obligations become due.




4


(d) Cause.The
Company may terminate Executive's employment for Cause by providing notice to
Executive in accordance with Section 10 below. If the Company terminates
Executive's employment for Cause, Executive shall be entitled to receive the
Accrued Obligations promptly or, in the case of benefits described in Section
8(a)(iv) above, as such obligations become due.




(e) Potential
Six-Month Delay.Notwithstanding anything to the contrary in this
Agreement, compensation and benefits that become payable in connection with a
termination of employment (if any), including without limitation any Severance
payments, shall be paid to Executive during the 6-month period following his
Separation from Service only to the extent that the Company reasonably
determines that paying such amounts at the time or times indicated in this
Agreement will not cause Executive to incur additional taxes under Section 409A
of the Internal Revenue Code of 1986, as amended (together with Department of
Treasury regulations issued thereunder, "Section 409A"). If the payment of any
such amounts is delayed as a result of the previous sentence, then on the first
business day following the end of such 6- month period (or such earlier date
upon which such amount can be paid under Section 409A without being subject to
such additional taxes, including as a result of Executive's death), the Company
shall pay to Executive a lump-sum amount equal to the cumulative amount that
would have otherwise been payable to Executive during such 6-month
period.




(f) Release.Executive's right to
receive the Severance payments and benefits set forth in this Section 8 is
conditioned on and subject to the execution and non-revocation by Executive of a
general release of claims against the Company, in a form reasonably acceptable
to the Company.




(g) Termination of
Offices and Directorships.Upon termination of
Executive's employment for any reason, Executive shall be deemed to have
resigned from all offices and directorships, if any, then held with the Company
or any affiliate, and shall take all actions reasonably requested by the Company
to effectuate the foregoing.




(h)           Definitions.For purposes of this
Agreement:




(i)           "Cause" shall mean (A)
Executive willfully fails to perform or habitually neglects the duties which
Executive is required to perform hereunder, (B) Executive willfully engages in
illegal activity which materially adversely affects the Company's reputation in
the community or which evidences Executive's lack of fitness or ability to
perform his duties as reasonably determined by the Board in good faith, (C)
Executive willfully engages in the falsification of reports or makes material,
intentional misrepresentations or omissions of information supplied to the Bank,
SoCal or to regulatory agencies, (D) Executive willfully commits any act which
would cause termination of coverage under the Bank's Bankers' Blanket Bond, (E)
Executive willfully breaches a fiduciary duty, exhibits dishonesty or
deliberately or repeatedly disregards material policies or procedures of the
Company, (F) Executive breaches this Agreement in any material respect, (G)
Executive willfully engages in conduct or acts of moral turpitude that are
materially injurious to the Company or any of its subsidiaries and affiliates,
(H) Executive is suspended or temporarily or permanently removed or prohibited
from participating in the conduct of the business of the Company by the FDIC,
DFI, FRB or any other banking authority, or (I) the Bank is in default under the
provisions of 12 U.S.C. Section 1813(x)(1). Notwithstanding the foregoing,
Executive's employment with the Company shall not be deemed to have been
terminated for Cause unless the Company provides written notice to Executive in
accordance with Section 10 below of its intention to terminate his employment
for Cause, setting forth the specific facts or circumstances constituting Cause
and, in the case of facts or circumstances that are capable of cure, Executive
has failed to cure such circumstances within fifteen days of such
notice.





5
 
  9.INTERNAL
REVENUE CODE SECTION280G. If all or any portion of
the amounts payable to Executive under this Agreement, either alone or together
with other payments to which Executive is or may become entitled, constitute
"excess parachute payments" within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code") that are subject to the
excise tax imposed by Section 4999 of the Code (or similar tax and/or
assessment), then Executive shall be responsible for the payment of such excise
taxes and the Company (and its successor) shall be responsible for any loss of
deductibility thereto; provided,however,that the Company and
Executive shall cooperate with each other and use commercially reasonable
efforts to minimize, to the greatest extent possible (but subject to applicable
law), the amount of excise taxes imposed under Section 4999 of the Code by
virtue of Section 280G of the Code. The determination of the amount of any such
excise taxes shall be made by the independent accounting firm employed by the
Company immediately prior to the change in control
or such other independent accounting firm or advisor as may be selected by the
Company, subject to Executive's approval, which shall not be unreasonably
withheld.
  10.NOTICE. Any notice
or other communication required or permitted under this Agreement shall be
effective only if it is in writing and delivered personally or sent by fax,
email or registered or certified mail, postage prepaid, addressed as follows (or
if it is sent through any other method agreed upon by the
parties):





If to the
Company:





Belvedere
SoCal


1
Maritime Plaza


Suite
825


San
Francisco, CA 94111


(415)
434-1236


Attention:
Jae Lim





If to Executive: to Executive's most current home address on file with the
Company's Human Resources Department, or to such other address as any party
hereto may designate by notice to the other in accordance with this Section 10,
and shall be deemed to have been given upon receipt.




11.COVENANTS.





(a) Noncompetition,
Nonsolicitation and Nondisclosure by Executive.





(i) Executive
hereby agrees that he shall not, during the Term, directly or indirectly,
whether as an employee, employer, consultant, agent, principal, stockholder,
officer, director, or in any other individual or representative capacity, engage
or participate in any competitive banking or financial services
business.





(ii)Executive hereby
agrees that he shall not, during the Term and for the nine (9)-month period
immediately following termination of Executive's employment hereunder (the
"Restricted Period"),
solicit, encourage or assist, directly, indirectly or in any manner whatsoever,
any employees of the Company or its affiliates or subsidiaries (including any
former employees who voluntarily terminated employment with the Company within a
twelve (12)-month period prior to Executive's termination of employment with the
Company) to resign or to apply for or accept employment with any other
competitive banking or financial services business within the counties in
California in which the Company has located its offices. In addition, Executive
hereby agrees that he shall not, at any time, use any Proprietary Information
(as defined below) to solicit, encourage or assist, directly, indirectly or in
any manner whatsoever, any customer, person or entity that has a business
relationship with the Company or, during the twelve (12)-month period prior to
Executive's termination of employment with the Company, was engaged in a
business relationship with the Company, to terminate such business relationship
and engage in a business relationship with any other competitive
banking or financial services business within the counties in California in
which the Company has located its offices.





6


(b) Disclosure of
Information.Executive shall not, at any time, without the prior written
consent of the Board or except as required by law to comply with legal process
including, without limitation, by oral questions, interrogatories, requests for
information or documents, subpoena, civil investigative demand or similar
process, disclose to anyone any financial information, trade or business
secrets, customer lists, computer software or other information concerning the
business or operations of the Company or its affiliates or subsidiaries (the
"Proprietary Information");provided, that Proprietary
Information shall not include information (i) in or which enters the public
domain (other than by breach of Executive's obligations hereunder), (ii)
acquired by Executive other than in connection with his employment, or (iii)
that is disclosed to Executive by a third party not obligated to the Company to
keep such information confidential. Executive further recognizes and
acknowledges that any financial information concerning any customers of the
Company or its affiliates or subsidiaries is strictly confidential and is a
valuable, special and unique asset of the Company's business which also
constitutes Proprietary Information. Executive shall not, at any time, without
such consent or except as required by law, disclose to anyone said financial
information or any part thereof, for any reason or purpose whatsoever. In the
event Executive is required by law to disclose such information described in
this Section 11(b), Executive will provide the Company with immediate notice of
such request so that it may consider seeking a protective order. If, in the
absence of a protective order or the receipt of a waiver hereunder, Executive is
nonetheless, in the opinion of knowledgeable counsel, compelled to disclose any
of such information to any tribunal or any other party or else stand liable for
contempt or suffer other material censure or material penalty, then Executive
may disclose (on an "as needed" basis only) such information to such tribunal or
other party without liability hereunder. Notwithstanding the foregoing,
Executive may disclose such information concerning the business or operations of
the Company and its affiliates and subsidiaries as reasonably necessary in the
proper performance of Executive's duties and responsibilities hereunder or as
may be required by the FRB, DFI, FDIC or other regulatory agency having
jurisdiction over the operations of the Company in connection with an
examination of the Company or other proceeding conducted by such regulatory
agency.




(c) Non-Disparagement.During the Term and for a period of twelve (12) months following
termination of this Agreement and Executive's employment hereunder, (i)
Executive agrees that he shall not publicly or privately disparage, defame or
criticize the Company, its affiliates, subsidiaries, officers or directors, and
(ii) the Company agrees that none of its officers or directors shall publicly or
privately disparage, defame or criticize Executive.




(d)Written, Printed
or Electronic Material.All written, printed and electronic material,
notebooks and records including, without limitation, computer disks used by
Executive in performing duties for the Company, other than Executive's personal
address lists, telephone lists, notes and diaries, are and shall remain the sole
property of the Company. Upon termination of Executive's employment or earlier
request by the Company, Executive shall promptly return all such materials
(including all copies, extracts and summaries thereof) to the
Company.




(e)           Breach of
Covenants.Executive acknowledges that a breach by him of any of the covenants or
restrictions contained in this Section 11 will cause irreparable damage to the
Company, the exact amount of which will be difficult to ascertain, and that the
remedies at law for any such breach will be inadequate. Accordingly, Executive
agrees that if he breaches or attempts to breach any such covenants or
restrictions, the Company shall be entitled to temporary or permanent injunctive
relief with respect to any such breach or attempted breach (in addition to any
other remedies, at law or in equity, as may be available to the Company),
without posting bond or other security.





7


12.INDEMNIFICATION.The
Company shall defend and indemnify Executive, to the extent permitted by law, if
he becomes a party or is threatened to be made a party in any action brought by
a third party against Executive (whether or not the Bank or SoCal is joined as a
party defendant) against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with said action if
Executive acted in good faith and in a manner Executive reasonably believed to
be in the best interests of the Company (and, with respect to a criminal
proceeding, if Executive had no reasonable cause to believe his conduct was
unlawful), provided that the alleged conduct of Executive arose out of and was
within the course and scope of his employment as an officer or director of the
Company.





13.REPRESENTATIONS.
Executive hereby represents and warrants to the Company that (a) Executive is
entering into this Agreement voluntarily and that the performance of his
obligations hereunder will not violate any agreement between Executive and any
other person, firm, organization or other entity, and (b) Executive is not bound
by the terms of any agreement with any previous employer or other party to
refrain from competing, directly or indirectly, with the business of such
previous employer or other party that would be violated by his entering into
this Agreement and/or providing services to the Company pursuant to the terms of
this Agreement.





14.CODE SECTION 409A.
Certain payments and benefits under this Agreement may constitute "nonqualified
deferred compensation" within the meaning of Section 409A. To the extent
applicable, this Agreement shall be interpreted in accordance with Section 409A.
Notwithstanding any provision of this Agreement to the contrary, if at any time
Executive and the Company mutually determine that any payments or benefits
payable hereunder may be subject to Section 409A, the parties shall work
together to adopt such amendments to this Agreement or take any other actions
that the parties determine are necessary or appropriate to (i) exempt such
payments and benefits from Section 409A and/or preserve the intended tax
treatment of such payments or benefits, or (ii) comply with the requirements of
Section 409A and thereby avoid the application of penalty taxes under Section
409A.





15.WITHHOLDING. The
Company may withhold from any amounts payable under this Agreement such federal,
state, local or foreign taxes as shall be required to be withheld pursuant to
any applicable law or regulation.





16.ENTIRE AGREEMENT. As
of the Effective Date, this Agreement, together with any Option Agreement(s),
constitutes the final, complete and exclusive agreement between Executive and
the Company with respect to the subject matter hereof and replaces and
supersedes any and all other agreements, offers or promises, whether oral or
written, made to Executive
by the Company or any representative thereof. Executive agrees that any such
agreement, offer or promise is hereby terminated and will be of no further force
or effect, and that upon his execution of this Agreement, Executive will have no
right or interest in or with respect to any such agreement, offer or
promise.




17.AMENDMENT.The terms
of this Agreement may not be amended or modified other than by a written
instrument executed by the parties hereto or their respective
successors.





8


18.ACKNOWLEDGEMENT.Executive hereby acknowledges (a) that Executive has consulted with or
has had the opportunity to consult with independent counsel of his own choice
concerning this Agreement, and has been advised to do so by the Company, and (b)
that Executive has read and understands this Agreement, is fully aware of its
legal effect, and has entered into it freely based on his own
judgment.





19.GOVERNING LAW.This
Agreement shall be governed by and construed in accordance with the laws of the
State of California, without regard to conflicts of laws principles
thereof.





20.NO WAIVER.Failure
by either party hereto to insist upon strict compliance with any provision of
this Agreement or to assert any right such party may have hereunder shall not be
deemed to be a waiver of such provision or right or any other provision or right
of this Agreement.





21.ASSIGNMENT.This
Agreement is binding on and for the benefit of the parties hereto and their
respective successors, heirs, executors, administrators and other legal
representatives. Neither this Agreement nor any right or obligation hereunder
may be assigned by Executive.





22.SEVERABILITY. The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this
Agreement.





23.CONSTRUCTION.The
parties hereto acknowledge and agree that each party has reviewed and negotiated
the terms and provisions of this Agreement and has had the opportunity to
contribute to its revision. Accordingly, the rule of construction to the effect
that ambiguities are resolved against the drafting party shall not be employed
in the interpretation of this Agreement. Rather, the terms of this Agreement
shall be construed fairly as to all parties hereto and not in favor or against
any party by the rule of construction abovementioned.





24.COUNTERPARTS.This
Agreement may be executed in several counterparts, each of which shall be deemed
an original, but all of which shall constitute one and the same
instrument.





25.CAPTIONS. The
captions of this Agreement are not part of the provisions hereof, rather they
are included for convenience only and shall have no force or
effect.





[SIGNATURE
PAGE FOLLOWS]




9


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





BELVEDERE
      SOCAL/s/
      Alan J.
      Lane
            
            By:/s/ Alison
      DavisAlan
      J. Lane
            
            Name: Alison Davis("Executive")
            
            Title: CEOPROFESSIONAL
      BUSINESS BANKBy:/s/ Alison
      DavisName: Alison DavisTitle: Director