RECITALS

EXHIBIT 10.21

                FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

           This First Amendment to Executive Employment Agreement is made
effective as of the 1st day of February, 2000 among FIRST PROFESSIONAL BANK,
N.A. (the "Bank") and PROFESSIONAL BANCORP, INC. ("PBI") (PBI and the Bank being
collectively referred to herein as "Employer") and Xxxx Xxxxxx (Executive").

                                    RECITALS

           WHEREAS, the Bank and Executive entered into an Employment Agreement
dated effective as of the 21st day of October, 1999 (the "Employment
Agreement"); and

           WHEREAS, PBI now desires to also employ Executive, and PBI, the Bank
and Executive desire to amend the Employment Agreement in certain respects.

           NOW, THEREFORE, in consideration of the foregoing promises and the
terms covenants and conditions that are set forth herein, the parties hereto
agree as follows:

1. SECTION 3. The first sentence of Section 3 of the Employment Agreement is
hereby amended to read as follows:

                     "Effective as of the date hereof, Executive shall serve as
           the Chairman of the Board and Chief Executive Officer of both PBI and
           the Bank and shall perform the duties and the responsibilities set
           forth in Exhibit A attached hereto and incorporated herein by
           reference and shall have the authority and perform such other duties,
           services and responsibilities incident in such positions as are
           customary of the Chairman of the Board and Chief Executive Officer of
           a bank and a bank holding company, and such other reasonable duties
           and responsibilities that are determined from time to time by the
           Boards of Directors of the Bank and PBI (collectively, the "Board")."

2. SECTION 4(A). The first sentence of Section 4(a) of the Employment Agreement
is hereby amended to read as follows:

                     "Effective February 1, 2000, Executive shall receive an
           annual base salary of Two Hundred Thousand Dollars ($200,000) during
           the remainder of the Term (the "Annual Base Salary"), payable in
           equally, bi-weekly installments."

3. SECTION 4(C). Section 4(c) is hereby amended and restated in its entirety to
read as follows:

                     "(c) STOCK OPTIONS. Effective February 1, 2000, the options
           to purchase 30,000 shares of PBI's common stock granted to Executive
           on November 1, 1999 are cancelled. In consideration of Executive
           agreeing to enter into this First Amendment to Executive Employment






           Agreement, PBI shall grant to Executive, effective February 1, 2000,
           stock options to purchase 100,000 shares of PBI. Of these options, as
           many thereof as possible shall be incentive stock options (as
           permitted by the applicable plan), and the remainder shall be
           non-qualified options. The options shall vest as follows: (i) options
           to purchase 50,000 shares shall vest immediately on the effective
           date hereof, (ii) options to purchase 25,000 shares shall vest on
           February 1, 2001, and (iii) the remaining options to purchase 25,000
           shares shall vest on February 1, 2002. The exercise price of the
           options shall be the average of the closing sales prices of the
           shares of PBI during the 30 day period immediately preceding February
           1, 2000."

4. RATIFICATION. The remainder of the Employment Agreement is hereby ratified in
all respects.

           IN WITNESS WHEREOF, this First Amendment has been executed by
Executive and by duly authorized officers of the Bank and PBI effective as of
the date first written above.

/s/ Xxxx Xxxxxx
___________________________________          FIRST PROFESSIONAL BANK, N.A.
Xxxx Xxxxxx, Executive
                                             By:  /s/ Xxxxx Xxxxxxxxx
                                             Title: Vice Chairman

                                             PROFESSIONAL BANCORP, INC.

                                             By: /s/ Xxxxx Xxxxxxxxx
                                             Title:Vice Chairman