EMPLOYMENT AGREEMENT

                                                                   Exhibit 10.39


                              EMPLOYMENT AGREEMENT



                  This Employment Agreement ("Agreement") is made and effective
as of February 10, 2006 between TEMECULA VALLEY BANK, a California
state-chartered banking corporation ("Bank") and FRANK BASIRICO, JR.
("Executive").

                                  R E C I T A L

                  Bank desires that Executive be employed as Executive Vice
President and Chief Administrative Officer of Bank and Executive desires to be
so employed subject to the terms and conditions herein stated.

                  NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
parties agree as follows:

                  1. TERM OF EMPLOYMENT.

         1.1. Term. Bank hereby agrees to employ Executive, and Executive hereby
accepts employment with Bank, for the period ("Term") commencing February 23,
2006 ("Commencement Date"), and terminating on such date and upon such terms as
provided for in Section 4 hereof.

         2. DUTIES OF EXECUTIVE.

         2.1. Duties. Executive shall perform the duties of Executive Vice
President and Chief Administrative Officer, as assigned by Bank's Chief
Executive Officer, subject to the powers by law vested in the Board of Directors
of Bank and in Bank's Shareholder. During the Term, Executive shall perform the
services herein contemplated to be performed by Executive with due care
faithfully, diligently, to the best of Executive's ability and in compliance
with all applicable laws and Bank's Articles of Incorporation and Bylaws.

         2.2. Exclusivity. Executive shall devote substantially all of
Executive's productive time, ability and attention to the business of Bank
during the Term. Executive shall not directly or indirectly render any services
of a business, commercial or professional nature to any other person, firm or
corporation for compensation without prior consent evidenced by a resolution
duly adopted by the Board of Directors of Bank, or the Executive Committee
thereof. Notwithstanding the foregoing, Executive may (i) make investments of a
passive nature in any business or venture; and (ii) serve in any capacity in
civic, charitable or social organizations, provided, however, that such
investments or services shall not be in competition, directly or indirectly, in
any manner with Bank.

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         3. COMPENSATION AND BENEFITS.

         3.1. Salary. For Executive's services hereunder, Bank shall pay, or
cause to be paid, as annual gross base salary, to Executive $250,000 during the
Term ("Base Salary"), beginning with the Commencement Date, payable in equal
installments in accordance with Bank's normal payroll periods as in effect from
time to time. The Board of Directors shall also, from time to time, grant such
additional "merit" increases, if any, in the Base Salary as are determined after
review to be appropriate in the discretion of the Board of Directors.

         3.2. Bonus. For each year within the Term, Executive shall be entitled
to an Incentive Bonus, determined in accordance with this Section, if the
Threshold Test is met. The Threshold Test shall be deemed to have been met if:
(i) Bank's regular outside independent loan reviewer gives a favorable review of
the overall loan quality of Bank; and (ii) the latest report of supervisory
activity relative to Bank issued by Bank's principal bank regulator rates Bank
operations no less than satisfactory. The Incentive Bonus shall equal 1% of
Bank's Pre-Tax Profit. Pre-Tax Profit shall equal the consolidated net income of
Temecula Valley Bancorp Inc. ("Company") after the payment of all bonus amounts
paid by Bank but before the payment of taxes. The Incentive Bonus shall be
payable in January of the year following completion of the fiscal year on which
it is based, or as soon thereafter as is practicable after Bank's or its
parent's outside accountants have delivered their report on Bank's and its
parent's condition and results of operations. Notwithstanding the foregoing,
Executive shall be entitled to an Incentive Bonus for the portion of the Term in
2006, payable in January 2007 or as soon thereafter as is practicable after
Bank's or its parent's outside accountants have delivered their report on Bank's
and its parent's condition and results of operations, prorated as follows:
Pre-Tax Profit for fiscal year 2006 x 1%, divided by 12, multiplied by the
number of full calendar months in 2006 within the Term.

         3.3. Vacation. Executive shall be entitled to 20 days of vacation leave
each year of the Term accruing in accordance with Bank policy. Vacation time
shall not accumulate but at the end of each year of the Term, Executive shall be
entitled to vacation pay in lieu of vacation.

         3.4. Equipment. Bank shall provide for Executive's use a luxury
automobile, the selection of which shall be within the discretion of the Chief
Executive Officer. Bank shall pay all the expenses (including, but not limited
to, maintenance, fuel, insurance, registration) related to such automobile
during the Term. Executive shall be responsible for taxes in connection with any
non-cash compensation relative to personal use of the automobile. Bank shall
also provide Executive with a cellular phone for Executive's reasonable use in
the performance of his duties hereunder. Bank shall pay all reasonable expenses
in connection with the business use of such cellular phone.

         3.5. Group Medical and Other Benefits. Bank shall provide for Executive
participation in the medical, dental, vision, life insurance program, long-term
disability coverage, voluntary life insurance programs and other benefit plans
offered to other similarly titled employees of Bank, commencing on the first day
of the month following Executive's start date, except that Executive will not
become eligible to participate in Bank's 401(k) Plan until the first day of the
month following the 90th day after the Commencement Date.

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         3.6. Sick Leave. Executive shall be entitled to sick leave in
accordance with Bank's personnel policy. Accrued sick leave may not be carried
over from prior periods and Executive shall not be entitled to be paid in lieu
thereof.

         3.7. Stock Options. As soon as practicable and when legally permissible
after the Commencement Date, Executive shall receive an incentive stock option
under a plan ("Plan") maintained by the Company which will entitle Executive,
upon vesting, to purchase up to an aggregate of 20,000 shares of Company's
common stock. The vesting schedule shall provide for vesting of one-third of the
options at the end of each of the next three successive 12 month periods of the
Term, subject to all applicable provisions of the Plan and the stock option
agreement to be entered into by Executive and Company.

         3.8. Salary Deferment Program. Bank will use its best efforts to afford
Executive, as soon as practicable after the Commencement Date, a salary
deferment plan that is acceptable to Bank and Executive.

         3.9. Salary Continuation Plan. Subject to Executive's successful
passing of any required physical examination and insurability, as determined by
Bank and Bank's insurance provider, Executive shall receive a salary
continuation plan that provides for an annual $100,000 benefit when Executive
reaches the age of 65 for up to 15 years, and a fully vesting death benefit for
the benefit of Executive's family, subject to specific terms and conditions to
be agreed upon by Executive and Bank.

         3.10. Additional Compensation. Executive shall be entitled to receive
the lesser of: (i) $100,000 or (ii) the difference between (a) the exercise
prices of CVB Financial Corporation ("CVBF") options to purchase common stock
issued to Executive and scheduled to become exercisable in March and June 2006
("Vesting Options") and (b) the closing price of CVBF common stock on the
Commencement Date, as quoted on NASDAQ.com, multiplied by the number of Vesting
Options, only in the instance where the exercise price of the Vesting Options is
less than the applicable closing price (the "Additional Compensation"). Each
1/12th of the Additional Compensation shall be payable on the first day of each
month, beginning March 1, 2006 and continuing for 11 s