SECOND AMENDMENT TO THE STEPHEN H. WACKNITZ EMPLOYMENT AGREEMENT

                                                                    Exhibit 10.3

                             SECOND AMENDMENT TO THE
                               STEPHEN H. WACKNITZ
                              EMPLOYMENT AGREEMENT



                   This Second Amendment ("SECOND AMENDMENT") to that certain
Employment Agreement dated October 1, 2003, with an effective date of January 1,
2003, as amended by that certain First Amendment dated June 23, 2005
(collectively, "ORIGINAL Agreement") is entered into as of February 2, 2006 by
and between Stephen H. Wacknitz, an individual ("EXECUTIVE") and Temecula Valley
Bank ("BANK").

                                  R E C I T A L

                  At the request of Executive, and pursuant to the
recommendation of the Executive Officer Compensation Committee, with such
recommendations adopted by the Bank's Board of Directors on February 1, 2006,
Bank and Executive wish to amend the Original Agreement as provided in this
Second Amendment.

                                 A G R E E M E N T

                  NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, the parties hereby agree and
consent to the amendment of the Original Agreement, effective on the date
hereof, as follows:

         1. The first paragraph of Section D.4. to the Original Agreement is
amended in its entirety to read as follows:

                           "4. BONUS. For each fiscal year end within the Term,
                  Executive shall be entitled to an Incentive Bonus determined
                  in accordance with this Section if the Threshold Test is met.
                  The T