EXHIBIT
10.4




EMPLOYMENT
AGREEMENT





THIS AGREEMENT is dated as of
March 7, 2008, between Belvedere SoCal ("SoCal"), Professional Business Bank,
Spectrum Bank (each a "Bank," together, the "Banks," and the Banks together
with SoCal, the "Company") and Norman 0. Broyer
("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 Banks, which are California chartered
banking corporations and wholly-owned subsidiaries of SoCal, subject to the
supervision and regulation of the California Department of Financial
Institutions ("DFI")and
Federal Deposit Insurance Corporation ("FDIC");




WHEREAS,
it is the intention of the parties to enter into an employment agreement for the
purposes of securing Executive's services as the President and Chief Risk
Officer of the Banks, and as the Chief Credit Officer of Professional Business
Bank.




NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, SoCal, the Banks 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 upon the
date of this Agreement (the "Effective Date") and ending on
the third anniversary of the Effective Date.




2.POSITION, DUTIES AND
RESPONSIBILITIES. During the Term, the Banks will employ Executive, and
Executive agrees to be employed by the Banks, as each Bank's President and Chief
Risk Officer, and will also serve as the Chief Credit Officer of Professional
Business Bank. In such capacity, Executive will have such duties and
responsibilities as are normally associated with this position and will report
to the Banks' Chief Executive Officer (currently, William Baribault), or such
individual's designee. During the Term, Executive shall devote his entire
business time, attention and energies to the business and affairs of the Banks,
to the performance of Executive's duties under this Agreement and to the
promotion of the Banks' interests. 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.
During the Term, Executive shall perform the services required by this Agreement
at Professional Business Bank's principal place of business, currently located
at 199 South Los Robles Avenue, Suite 110, Pasadena, CA 91101. Notwithstanding
the foregoing, the Company may from time to time require Executive to travel
temporarily to other locations on the Company's business. At the Company's
reasonable 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 Bank will pay Executive a base salary of $250,000 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 of Directors of the Company (the "Board"),increase pursuant to
the Bank's policies as in effect from time to time (the "Base
Compensation").




4.ANNUAL. BONUS. In addition to
the Base Compensation 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 forty percent (40%) 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.On
February 29, 2008, ( the "Initial Grant Date"), the
Company granted to Executive a nonqualified stock option to purchase a number of
shares of SoCal common stock equal to .90% of the total number of shares of
SoCal common stock outstanding as of the Initial Grant Date (the "Initial
Option").




(b)Subsequent Acquisition Make-Whole Option.In addition, provided that Executive is then employed by the Company, in
the event that, no later than eighteen months after the Effective Date, (i) the
Company consummates an acquisition transaction 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, "NewEquity")),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 0.90% of the Transaction Share Increase (the "SubsequentAcquisition Make-Whole Option"and, together with the Initial Option and the Spectrum Make-Whole Option,
the "Options").




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(c)           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 the Bank's medical and dental insurance programs at the
Bank'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 Bank from time to time which are applicable to
other senior executives of the Bank, including without limitation, a 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 Bank, provided
that, during the Term, Executive shall be entitled to no less than twenty (20)
vacation days per year (i.e.,four weeks of vacation), pro­rated for any partial year of service,
in all cases, subject to the terms and conditions of the applicable Bank plans
or policies. In addition, without limiting the generality of the foregoing, the
Bank shall make available to Executive any long-term disability insurance policy
which it may provide for other senior executives of the Bank 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 the Bank's expense
reimbursement policy applicable to its senior executives, as in effect from time
to time, including expenses of up to $600 per month, pro-rated for any partial
month of service, associated with the purchase or lease, operation and
maintenance, of an automobile. To the extent that any such expenses are deemed
to constitute compensation to Executive, including without limitation any auto
reimbursement expenses, 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.




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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 10below, 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).




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(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.




(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:




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(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 and the Company's Chief
Executive Officer 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 refuses
or fails to act in accordance with any lawful direction or order of the Board or
the Company's Chief Executive Officer, in either case, that is consistent with
Executive's duties and responsibilities as Chief Financial Officer, as described
in Section 2 above, (G) Executive breaches this Agreement in any material
respect, (H) Executive willfully engages in conduct or acts of moral turpitude
that are materially injurious to the Company or any of its subsidiaries and
affiliates, (I) 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 (J) 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.




9.INTERNAL REVENUE CODE SECTION 280G.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
      SoCal199
      South Los Robles Ave.; Suite 110Pasadena,
      CA 91101(626)
      395-7000Attention:
      Chief Executive Officer




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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 (except for
nominal holdings not to exceed 3% of company's market capital), 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 twelve (12)-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 three
(3)-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.





(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"),except in the normal course of business; 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.




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(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.




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 the Company 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.




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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, SoCal
and the Bank 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 Bank or SoCal or any representative thereof,
including without limitation, that certain employment agreement between
Executive and Professional Business Bank, dated February 2, 2005. 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.




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.




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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]




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








BELVEDERE
      SOCAL/s/
      Norman O. Broyer
            
            By:
      /s/ Alan
    LaneNorman
      O. Broyer
            
            Name:
      Alan J. Lane("Executive")
            
            Title:
      Executive ChairmanSPECTRUM
      BANK
            
            PROFESSIONAL
      BUSINESS BANKBy:
      /s/ William
      Baribault
            
            By:
      /s/ William H.
      BaribaultName:
      William H. Baribault
            
            Name:
      William H. BaribaultTitle:
      Chief Executive Officer
            
            Title:
      Chief Executive Officer