SEPARATION AGREEMENT

1.1         Pursuant to that certain Employment Agreement dated as of June 1, 2007, between Executive and Employer ("Employment Agreement"), Executive was employed by Employer and currently holds the position of "Chief Credit Officer"

1.2         Employer and Executive have agreed that, effective as of November 14, 2008 ("Separation Date"), Executives employment with Employer as Chief Credit Officer will terminate.

1.3         On the Separation Date, Employer will pay Executive all accrued salary and vacation time payable under the Employment Agreement as of the Separation Date.

1.4         To the extent provided by federal COBRA law or, if applicable, state insurance laws, and the Employer's own current health insurance policies, Employee may be eligible to continue group health insurance coverage at Employee's own expense after the Separation Date. Conversion to an individual policy through the provider of the Employer's health insurance may be available at a later time. Separate COBRA Notice and Election form will be provided separately.

1.5         Employer is willing to pay Executive an additional sum of Twenty-Five Thousand Dollars ($25,000.00) in consideration of Executive executing a full release of any and all claims that Executive has against Employer.

2.1         Termination of Employment and Employment Agreement.         Effective as of the Separation Date, Executive's employment by Employer as its Chief Credit Officer shall automatically terminate. Concurrently with the termination of Executives employment as Chief Credit Officer, but subject to Section 2.2 below, the Employment Agreement and all of the rights and obligations of Executive and Employer thereunder shall terminate. Executive acknowledges and agrees that, for purposes of Subsection 3(h) and Section 4, respectively, of the Employment Agreement, the termination of Executive's employment with Employer shall be considered a discharge of Executive for cause entitling Employer to discharge Executive and terminate the Employment Agreement without any further obligations of Employer under the Employment Agreement or otherwise.

2.2         Survival of Sections of the Employment Agreement.         Notwithstanding anything contained in this Agreement to the contrary, the following sections of the Employment Agreement shall survive the termination of the Employment Agreement: (i) Section 5 ("Non-Disclosure and Confidentiality"); (ii) Section 6 ("Return of Bank Property"); (iii) Section 7 ("Non-Solicitation of Customers/Client"); and (iv) Section 8 ("Non-Solicitation of Employees"); respectively. Executive acknowledges and agrees that Executive shall be bound by the Sections of the Employment Agreement identified in the preceding sentence, in accordance with their respective terms, after the Separation Date and termination of the Employment Agreement.

2.3         Vesting of Stock Options.         Employer and Executive agree that as of the Separation Date, Executive shall be fully vested in Thirty-Three and One-Third Percent (33.33%) of the 12,500 stock options granted to Executive pursuant to Subsection 3(e) of the Employment Agreement. The remaining stock options in which Executive will not be fully vested as of the Separation Date shall automatically expire upon termination of Executive's employment with Employer. Executive acknowledges and agrees that the stock options in which Executive is fully vested must be exercised within three (3) months after the Separation Date and that such stock options will expire that the date that is 90 calendar days after the Separation Date.

2.4         Termination of Compensation and Benefits.         Executive acknowledges and agrees that, except as otherwise provided in this Agreement, as of the Separation Date Executive shall have no right to the compensation and benefits described in Section 3 of the Employment Agreement, including, without

2.5         Reimbursable Expenses at Termination.         Within five (5) calendar days after the Separation Date, Executive shall submit evidence of all reasonable expenses incurred by him in performing his obligations under the Employment Agreement for which Executive seeks reimbursement from Employer. Employer will have no obligation to pay any reimbursement claim submitted by Executive after such five-day period and any reimbursement claim submitted by Executive after such five-day period may be paid by Employer in its sole and absolute discretion.

2.6         Return of Employer Property.         On the Separation Date, Executive shall return to Employer all Employer documents (and all copies thereof) and other Employer property which was in Executive's possession or control at any time, including but not limited to Employer files, notes, drawings, records, business plans and forecasts, financial information, computer-recorded information, tangible property (including but not limited to computers), credit cards, entry cards, identification badges and keys, and any materials of any kind that contain or embody any proprietary or confidential information of Employer (and all copies thereof).

3.2         Payment of Settlement Amount.         In accordance with the federal Older Workers Benefit Protection Act, which amends the Age Discrimination in Employment Act of 1967 (the "ADEA"), Employer shall pay the Settlement Amount to Executive at such time that a period of at least seven (7) calendar days has elapsed from the date on which Executive has executed and delivered this Agreement to Employer. In its sole and absolute discretion, employer may deduct from the Settlement Amount all amounts required to be withheld under state and federal laws.

5.2         Nondisparagement.         Executive agrees not to disparage Employer, and Employer's officers, directors, employees, shareholders, attorneys and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that both Employer and Executive will respond accurately and fully to any question, inquiry or request for information when required by law or legal process.

6.2         Agreement Not Admissible.         Neither this Agreement nor anything in this Agreement shall be construed to be or shall be admissible in any proceeding as evidence of or an admission by the Employer of any violation of its policies, procedures, state or federal laws or regulations. This Agreement may be introduced, however, in any proceeding to enforce the Agreement or any provision contained herein. Such introduction shall be pursuant to an order protecting its confidentiality.

"GENERAL RELEASE; EXTENT

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY IT MUST HAVE MATERIALLY AFFECTED ITS SETTLEMENT WITH THE DEBTOR."

8.2         Review Period.         Executive shall have not less than twenty-one (21) days from the date on which Executive receives a copy of this Agreement in which to consider the terms of this Agreement. However, Executive may waive such minimum review period by signing and delivering this Agreement to Employer in advance of the expiration of such 21-day period.

8.3         Waiver of Future Rights and Claims.         Executive's release and waivers contained in this Agreement shall not cover or relate to any Executive rights or claims that may arise or result from any transactions or relationship between Employer and Executive that occur after the date of this Agreement.

8.4         Right of Revocation.         Executive shall have the right to revoke this Agreement at any time during the seven-day period beginning on the date Executive executes this Agreement.

(b)         Executive has carefully read and understands the provisions of Section 7, which describes Executive's rights under the ADEA;

(c)         Executive has executed this Agreement voluntarily and without any duress or undue influence on the part of, or on behalf of, the parties hereto.

(d)         Executive has not previously assigned, encumbered, or in any manner transferred all or any portion of any Released Claim(s) covered by this Agreement; and

(e)         No representation, warranty, or promise whatsoever, express or implied, concerning the subject matter hereof and not contained herein, has been made by Employer, or any other Employer Party, to induce Executive to enter into this Agreement, and Executive has not entered into this Agreement in reliance upon any such representation, warranty, or promise.

(b)         It has executed this Agreement voluntarily and without any duress or undue influence on the part of, or on behalf of, the parties hereto;

(c)         It has not previously assigned, encumbered, or in any manner transferred all or any portion of any Released Claim(s) covered by this Agreement; and

(d)         No representation, warranty, or promise whatsoever, express or implied, concerning the subject matter hereof and not contained herein, has been made by Employer to induce Executive to enter into this Agreement, and Executive has not entered into this Agreement in reliance upon any such representation, warranty, or promise.

10.3         Jurisdiction.         This Agreement shall be deemed to be an agreement made under the laws of the State of California and for all purposes shall be governed by and construed in accordance with such laws.

10.4         Headings.         The headings contained in this Agreement are for ease of reference only, and may not be relied upon in construing or interpreting any provision hereof.

10.5         Attorneys' Fees.         In the event that any party hereto, or any of them, shall bring any action or proceeding against another party hereto, or any of them, with respect to a Released Claim(s) covered by this Agreement, then the prevailing party or parties in such action shall be entitled to recover all reasonable costs of litigation, including reasonable attorneys' fees and costs, in such amount as may be determined by the court having jurisdiction, including matters on appeal.

10.6         Counterparts.         This Agreement may be executed in one or more counterparts or duplicate originals, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument.

10.7         Survival of Representations and Warranties.         The representations and warranties contained herein shall survive the termination of this Agreement.

10.8         Severability.         In case any provision of this Agreement shall be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Agreement and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10.9         Modifications.         This Agreement cannot be changed, modified or supplemented except in a writing signed by all of the parties hereto.