Exhibit 10.40

December 8, 2005

U. S. Stock Transfer Corporation 17645 Gardena Avenue, Suite 200
Glendale, CA 91204

Attention:        Bridget Barela
                  Assistant Vice President

                  Re: Indemnity to Cover Reissue of Lost Certificates
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Ladies and Gentlemen:

I, the duly appointed and acting Secretary of INDEMNITOR certify that I have
been expressly authorized to execute this INDEMNITY pursuant to a resolution of
the Board of Directors of Temecula Valley Bancorp Inc., a California corporation
("INDEMNITOR"); INDEMNITOR agrees to indemnify, defend, and hold U. S. STOCK
TRANSFER CORPORATION ("INDEMNITEE") harmless against and from any and all
claims, demands, losses, costs, expenses, obligations, actions, liabilities or
damages, including interest and attorneys' fees INDEMNITEE may incur or suffer,
which arise, result from, or relate to INDEMNITOR'S authorizing INDEMNITEE to
proceed with the issuance of a new certificate or certificates without indemnity
bond with respect to two allegedly lost common stock certificate as follows: 1)
Certificate No. TVB5824 for 5344 shares registered in the name of Steven W.
Aichle, Inc. Profit Sharing Plan; and 2) Certificate No. TVB5823 for 66900
shares registered in the name of Steven W. Aichle & Colleen A. Aichle, Trustees
of the Aichle 1996 Family Trust. Please mail the newly issued certificate(s)
directly to Mr. Aichle.

INDEMNITEE must give INDEMNITOR written notice of the claim or threatened claim
which is indemnified hereby within then (10) business days after receipt of a
claim or threat of such a claim or an offer or proposal to settle an indemnified
claim. INDEMNITOR agrees to promptly pay any claim or settlement thereof of
which it got notice from INDEMNITEE, or any ensuing judgment thereon, together
with all legal expenses connected with any indemnification claim and the defense
or resolution thereof.


TEMECULA VALLEY BANCORP INC.

/s/ Donald A. Pitcher
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Donald A. Pitcher, Secretary