FIRST AMENDMENT AND WAIVER AGREEMENT

Exhibit 10.4

This FIRST AMENDMENT AND WAIVER AGREEMENT (this “ Amendment ”) is made as of the Effective Date set forth below by and among Belvedere SoCal, a bank holding company organized under the laws of California (“ Borrower ”), and Pacific Coast Bankers’ Bank (“ Lender ”) with respect to the Business Loan Agreement (such Business Loan Agreement, the “ Agreement ”) and all notes, deeds of trust, security agreements, pledge agreements, guaranties, and other documents (together with the Agreement, collectively referred to herein as the “Loan Documents” ) among Borrower and Lender and dated as of March 18, 2008 among Borrower and Lender.  (Borrower and Lender each a “ Party ” and collectively, the “ Parties .”)

WHEREAS, based on Borrower’s financial reports for the fourth quarter end of 2008, Borrower is out of compliance with its (A) Debt Service Coverage Ratio obligation (the “ DSCR Covenant ”) under subparagraph (16) of the “AFFIRMATIVE COVENANTS” section on page 3 of the Agreement, (B) Bank Capitalization obligation (the “Capitalization Covenant” ) under subparagraph (17) of the “AFFIRMATIVE COVENANTS” section on page 3 of the Agreement, and (C) Risk Based Capital obligation (the “RBC Covenant” ) under subparagraph (18) of the “AFFIRMATIVE COVENANTS” section on page 3 of the Agreement.

WHEREAS, Borrower has requested and Lender is willing to agree to a temporary and limited waiver of Borrower’s failure to comply with the (A) DSCR Covenant, (B) Capitalization Covenant, and (C) RBC Covenant, subject to the terms and conditions set forth below.

WHEREAS, Borrower and Lender wish to amend the Agreement to append a covenant to the “AFFIRMATIVE COVENANTS” section on page 3 of the Agreement.

WHEREAS, Borrower and Lender wish to amend the Agreement to modify a covenant to the “AFFIRMATIVE COVENANTS” section on page 3 of the Agreement.

WHEREAS, Borrower and Lender wish to amend the Promissory Note to modify the “PAYMENT” section on page 1 of the Promissory Note.

WHEREAS, Borrower and Lender wish to amend the Promissory Note to modify the “VARIABLE INTEREST RATE” section on page 1 of the Promissory Note.

WHEREAS, Borrower and Lender wish to amend the Promissory Note to modify the “PREPAYMENT” section on page 1 of the Promissory Note.

NOW THEREFORE, IT IS AGREED THAT:

(a)   The following subsection is added after the last subsection in the “AFFIRMATIVE COVENANTS” section of the Agreement so as to add a new “AFFIRMATIVE COVENANT” to the Agreement:

Total Risk Based Capital Ratio.   Cause the Bank to maintain as of the end of each Fiscal Quarter a Total Risk Based Capital Ratio, as defined in the Rules and Regulations of the Federal Financial Institutions Examination Council, for such Fiscal Quarter of (1) 11.00% or greater by June 30, 2009; and (2)  12.00% or greater by September 30, 2009 and thereafter.

(b)   The subsection “Risk Based Capital” in the “AFFIRMATIVE COVENANTS” section of the Agreement is hereby amended and restated to read as follows:

Risk Based Capital.   Cause the Bank to maintain as of the end of each Fiscal Quarter, Risk Based Capital for such Fiscal Quarter of not less than (1) from March 31, 2009, through September 30, 2009, $35,000,000.00; and (2) from December 31, 2009 and thereafter, $38,000,000.00.

(c)   The section “PAYMENT” in the Promissory Note is hereby amended and restated to read as follows:

PAYMENT.   Borrower will make payments under this Note on the 18th day of March, June, September, and December of each year (each, a “Payment Date”), commencing on June 18, 2008, and continuing through and including March 18, 2016 (the “Maturity Date”), as follows:  (A) on each of the first four (4) Payment Dates, Borrower shall pay all accrued but unpaid interest to such Payment Date; and (B) on each of the next twenty-eight (28) Payment Dates (including the Maturity Date), Borrower shall pay (subject to any payment changes resulting from changes in the LIBOR Rate) substantially equal (assuming no change through the Maturity Date of the LIBOR Rate) installments of principal and interest in an amount sufficient to fully repay the principal of this Note together with all interest thereon by the Maturity Date, on which date all unpaid principal of this Note, all accrued but unpaid interest thereon, and all other costs, expenses, fees and other charges provided for under this Note shall be immediately due and payable.  On the fourth (4 ^th ) Payment Date, Lender shall calculate the amount of each installment of principal and interest that would be sufficient to fully repay the principal of this Note together with all interest thereon at the LIBOR Rate that becomes effective on such Payment Date in substantially equal installments by the Maturity Date (assuming no change through the Maturity Date of the LIBOR Rate) and shall advise Borrower thereof, whereupon such amount shall be the amount of the installment of principal and interest due on the next Payment Date and on each successive Payment Date to, but not including, the Maturity Date; provided, however, that on each Payment Date commencing with the fifth (5 ^th ) Payment Date and continuing through the Payment Date immediately prior to the Maturity Date, Lender may recalculate the amount of each installment of principal and interest that would be sufficient to fully repay the principal of this Note together with all interest thereon at the LIBOR Rate that becomes effective on such Payment Date in substantially equal installments by the Maturity Date (assuming no change through the Maturity Date of the LIBOR Rate then in effect) and, if so recalculated, Lender shall advise Borrower thereof, whereupon such amount shall become the amount of the installment of principal and interest due on the next Payment Date and on each successive Payment Date to, but not including, the Maturity Date until the amount of the installment of principal and interest to be paid is next so recalculated, if at all, by Lender.  Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs; then to any late charges; then to any accrued but unpaid interest; and then to principal.  Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may from time to time designate in writing.

(d)   The section “VARIABLE INTEREST RATE” in the Promissory Note is hereby amended and restated to read as follows, effective retroactively to March 9, 2009:

VARIABLE INTEREST RATE.   Interest shall accrue on the balance of principal outstanding from time to time under this Note at an annual rate (the “LIBOR Rate”) that is equal to the Index (defined below) plus 5.100 percentage points, calculated on the basis of a 360-day year, for actual days elapsed (subject to the “Interest after Default” section below).  The LIBOR Rate is subject to change from time to time on each Calculation Date (defined below) based on changes in an independent index that is the “Three –month” “London interbank offered rate, or Libor” (rounded upward, if necessary, to the nearest 1/100 of 1%) as published in the “Borrowing Benchmarks” section of the Western Edition of The Wall Street Journal (the “Index”).  The Index is not necessarily the lowest rate charged by Lender on its loans.  If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower.  Lender will tell Borrower the current Index rate upon Borrower’s request.  On the date of this Note the LIBOR Rate shall be calculated by Lender and shall remain in effect to, but not including, the next Payment Date.  On each Payment Date, Lender shall recalculate the LIBOR Rate as of such Payment Date, and the LIBOR Rate as so recalculated shall become effective on such Payment Date and shall remain in effect to, but not including, the next Payment Date.  Borrower understands that Lender may make loans based on other rates as well.  NOTICE:  Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law.  Whenever increases occur in the LIBOR Rate, Lender, at its option, may do one or more of the following:  (A) increase Borrower’s payments to ensure the Loan will be paid in full by the Maturity Date as set forth above, (B) increase Borrower’s payments to cover accruing interest, (C) increase the number of Borrower’s payments, and (D) continue Borrower’s payments at the same amount and increase Borrower’s final payment.

(e)   The section “PREPAYMENT” in the Promissory Note is hereby amended and restated to read as follows:

PREPAYMENT.   Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the Loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law.   Borrower may not prepay all or any portion of the principal of this Note prior to the fourth (4 ^th ) Payment Date.  Borrower expressly waives any right under California Civil Code section 2954.10 or otherwise to prepay all or any