Item 1.02. Termination of a Material Definitive Agreement.

Termination of Stock Purchase Agreement

As previously announced, Vineyard National Bancorp (the "Company") entered into a stock purchase agreement (the "Purchase Agreement"), dated November 12, 2008, with Vineyard Bancshares, Inc., a newly formed Minnesota corporation (the "Buyer"), pursuant to which the Company agreed to sell to the Buyer all of the outstanding shares of stock of the Company's primary asset, Vineyard Bank, National Association (the "Bank"). On March 10, 2009 and March 31, 2009, the Company entered into amendments (the "Amendments") to the Purchase Agreement (as amended, the "Amended Purchase Agreement"). Among other things, the Amendments extended the date by which either party could terminate the Purchase Agreement for the failure of the Buyer to satisfy the financing condition to May 22, 2009. The Buyer has advised the Company that it was not able to satisfy the financing condition and terminated the Amended Purchase Agreement on May 23, 2009.

Item 8.01. Other Events.

Expiration of Eighth Modification Agreement

As previously announced, effective March 31, 2009, the Company and First Tennessee Bank, National Association (the "Senior Lender") entered into that certain Eighth Modification Agreement and Covenant Waiver (the "Modification Agreement") which, among other things, extended the maturity date of the Company's loan (the "Loan") from the Senior Lender from March 31, 2009 to May 22, 2009, and granted and/or extended the waiver by the Senior Lender of certain financial and other covenant failures of the Company, including signing a consent order with the Office of the Comptroller of the Currency, signing a written agreement with the Federal Reserve Bank of San Francisco and entering into the Amended Purchase Agreement with the Buyer, all of which constituted or could constitute events of default, through May 22, 2009.

As of the date of this filing, the Senior Lender has not extended the maturity date of the Company's Loan and the related covenant waiver. As a result, the Loan with an outstanding balance of $48,300,000, is past due and in accordance with the provisions of Loan, the Senior Lender could take action to foreclose on the Bank's stock. If the Senior Lender takes action to foreclose on the Bank's stock, the Company will be required to cease operations and liquidate or seek bankruptcy protection.

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