EMPLOYMENT AGREEMENT
                              --------------------

     THIS EMPLOYMENT  AGREEMENT (the "Agreement") is made and entered into as of
the 1st day of August,  2005 by and  between  The  Vintage  Bank,  a  California
corporation (the "Bank"), and John A. Nerland (the "Employee").

                                   BACKGROUND
                                   ----------

     WHEREAS,  the  Employee is  currently  employed  by the Bank and  possesses
valuable knowledge and skills that have contributed to the operation of the Bank
and its Solano Bank division;

     WHEREAS,  the  Bank  desires  to  continue  Employee's  employment  and the
Employee is willing to  continue to be employed by the Bank,  upon the terms and
subject to the conditions hereinafter set forth; and

     WHEREAS,  the Bank is a  wholly-owned  subsidiary  of North Bay Bancorp,  a
California corporation (the "Company").

     NOW,  THEREFORE,  in consideration  of the premises,  agreements and mutual
covenants set forth herein, the parties hereto hereby agree as follows:

     1. Employment
        ----------

     1.1  General.  The Bank hereby  employs the  Employee as  President  of its
Solano Bank  division on the terms and subject to the  conditions  contained  in
this Agreement, and the Employee hereby accepts such employment on the terms and
subject to the conditions contained in this Agreement.

     1.2 Duties of  Employee.  During the Term of this  Agreement,  the Employee
shall diligently perform all duties and responsibilities  reasonably accorded to
and expected of the President of the Solano Bank division of the Bank and as may
be  assigned  to him by the  Board of  Directors  of the  Bank  (the  "Board  of
Directors"), the Chief Executive Officer of the Bank, or the President and Chief
Executive Officer of the Company, and shall exercise such power and authority as
may from time to time be delegated to him thereby. The Employee shall devote his
full  business  time and  attention  to the  business and affairs of the Bank as
necessary  to perform  his duties and  responsibilities  hereunder,  render such
services  to the best of his  ability  and use his best  efforts to promote  the
interests of the Bank.  The Employee  shall  faithfully  adhere to,  execute and
fulfill all policies established by the Bank.

     1.3  Place of  Performance.  Except  for  required  travel  for the  Bank's
business,  the Employee shall perform his duties and  responsibilities  from the
offices of the Company and the Solano Bank division of the Bank.


<PAGE>

     2. Term.  Subject to the  provisions  of Section 4 of this  Agreement,  the
initial term of Employee's  employment  hereunder  shall commence on the date of
this Agreement (the "Effective  Date") and shall continue  thereafter  until the
third  anniversary  of the  Effective  Date (the  "Initial  Term").  Unless  the
Employee  shall have  notified  the Bank,  or the Bank shall have  notified  the
Employee,  not less than sixty days prior to the  expiration of the Initial Term
of such  party's  election  not to  continue  the Term of this  Agreement,  upon
expiration  of the Initial  Term,  the  Employee's  employment  hereunder  shall
continue until the fourth anniversary of the Effective Date and thereafter shall
continue on a  year-to-year  basis unless either party  notifies the other,  not
less than sixty days prior to  expiration  of the then current  Renewal Term, of
such  party's  election not to continue  the Term of this  Agreement  (each such
additional  one-year  period, a "Renewal Term"; the Initial Term and any Renewal
Term are  collectively  referred to hereinafter as the "Term").  The election by
the Bank not to continue the Term of  Employee's  employment  for a Renewal Term
shall not be deemed a  termination  without  Cause  pursuant  to Section  4.1(b)
hereof except as expressly provided in Section 4.1(d) hereof.

     3. Compensation.
        -------------

     3.1 Salary.  During the Term of the Employee's  employment  hereunder,  the
Employee  shall  receive an annual  salary of one hundred  thirty four  thousand
dollars ($134,000) payable at such times and in such manner as the Bank's normal
payroll schedule may from time to time provide.  Employee's  annual salary shall
be subject to annual  adjustment  as may be determined by the Board of Directors
in its sole and absolute discretion.

     3.2 Incentive  Compensation.  The Employee  shall be eligible to receive as
additional compensation each year during his employment hereunder, as determined
by the Board of Directors or an applicable committee thereof, in accordance with
the terms of an Incentive  Compensation  Plan  adopted  annually by the Board of
Directors.  Such additional  compensation (if any) to be paid at a time or times
and in a manner  consistent with the Bank's normal  practices for the payment of
bonuses,  or as the Board of Directors or  applicable  committee  may  otherwise
determine.

     3.3  Benefits.  During his  employment  hereunder,  the  Employee  shall be
entitled to  participate  in all plans  adopted  for the general  benefit of the
Bank's  management  employees,  including  medical plans and 401(k) plan, to the
extent  that the  Employee is and remains  eligible to  participate  therein and
subject to the eligibility provisions of such plans in effect from time to time.
In the event Employee's  employment  hereunder is terminated and the Employee is
entitled to  compensation  pursuant to Section  4.4(d),  the  Employee  shall be
entitled to continue to participate in the Bank's medical plan until the earlier
of (a)  expiration  of the  applicable  payment  period  set  forth  in  Section
4.4(d)(i) or (b) the date Employee obtains new employment.

     3.4 Paid Time Off  ("PTO").  During each  calendar  year of his  employment
hereunder,  the Employee  shall be entitled to  twenty-five  (25) days of PTO in
accordance with the Bank's PTO policy,  prorated for any period of employment of
less than an entire year, provided that PTO will continue to accrue only so long
as Employee's total accrued PTO does not exceed  thirty-five  (35) days.  Should


                                       2
<PAGE>

Employee's  accrued  PTO reach  thirty-five  (35) days,  Employee  will cease to
accrue  further  PTO until  Employee's  accrued  PTO  falls  below  that  level.
Notwithstanding  anything  contained in the  foregoing,  Employee shall take not
less than ten (10)  consecutive days of PTO during each calendar year during the
Term of this Agreement.  Employee may be absent from his employment for PTO only
at such time as the President and Chief  Executive  Officer of the Company shall
determine from time to time.

     3.5  Withholding.  Notwithstanding  any provision in this  Agreement to the
contrary, all payments required to be made by the Bank to the Employee hereunder
or otherwise  arising out of, related or incidental to or in connection with the
Employee's  employment hereunder shall be subject to withholding of such amounts
relating  to taxes  as the Bank may  reasonably  determine  it  should  withhold
pursuant to any applicable law or regulation.

     3.6  Reimbursement  of Expenses.  The Bank agrees to reimburse the Employee
for all reasonable business travel and other out-of-pocket  expenses incurred by
the  Employee in the  discharge of his duties  hereunder,  subject to the Bank's
reimbursement  policies in effect from time to time. All  reimbursable  expenses
shall be  appropriately  documented  in  reasonable  detail by the Employee upon
submission  of any  request  for  reimbursement,  and  in a  format  and  manner
consistent  with the Bank's  expense  reporting  policy,  as well as  applicable
federal and state record keeping requirements.

     3.7.  Automobile.  The Bank will pay to Employee an automobile allowance in
the amount of five  hundred  dollars  ($500) per month.  The  Employee  shall be
responsible   for  insurance  and   maintenance   costs   associated  with  such
automobile's operation.  The Employee shall not be entitled to reimbursement for
mileage.  Employee shall procure and maintain an automobile  liability insurance
policy  on the  automobile,  with  coverage  including  Employee  for at least a
minimum  of  $300,000  for  bodily  injury or death to any one person in any one
accident,  and $100,000 for property  damage in any one  accident.  The Employer
shall be named as an  additional  insured and Employee  shall  provide  Employer
copies  of  policies  evidencing   insurance  and  Employer's  inclusion  as  an
additional insured.

     4. Termination
        -----------

          4.1 By Bank.
              --------

               (a) With Cause.  Notwithstanding  any provision in this Agreement
to the contrary,  the Employee's  employment  hereunder may be terminated by the
Bank  at  any  time  for  "Cause,"  and  such  termination  shall  be  effective
immediately upon written notice to the Employee. For purposes of this Agreement,
"Cause" for the  termination of the  Employee's  employment  hereunder  shall be
deemed to exist if, in the  reasonable  judgment of the Board of Directors:  (i)
the Employee  commits  fraud,  theft or  embezzlement  against the Bank,  or any
subsidiary or affiliate  thereof;  (ii) the Employee commits a felony or a crime
involving moral turpitude; (iii) the Employee compromises trade secrets or other
proprietary  information  of the Bank, or any  subsidiary or affiliate  thereof;
(iv) the Employee breaches any non-solicitation  agreement with the Bank, or any


                                       3
<PAGE>

subsidiary or affiliate  thereof;  (v) the Employee breaches any of the terms of
this  Agreement  (other than those  referenced in clauses (iii) and (iv) of this
Section  4.1(a))  and fails to cure such  breach  within ten (10) days after the
receipt  of  written  notice of such  breach  from the Bank;  (vi) the  Employee
engages in any grossly negligent act or willful misconduct that causes, or could
be reasonably expected to cause, harm to the business,  operations or reputation
of the Bank, or any subsidiary or affiliate  thereof;  or (vii) the Bank, or any
subsidiary or affiliate  thereof,  is ordered to terminate this Agreement by any
governmental  regulatory agency with supervisory authority over the Bank, or any
subsidiary or affiliate thereof.

               (b)  Without  Cause.  The Bank may at any  time,  in its sole and
absolute discretion,  terminate the employment of the Employee hereunder without
Cause, or otherwise without any cause,  reason or  justification,  provided that
the Bank provides to the Employee written notice (the  "Termination  Notice") of
such  termination.  In the  event  of any  such  termination  by the  Bank,  the
Employee's  employment  with the Bank  shall  cease  and  terminate  on the date
specified in the Termination Notice.

               (c) For Disability of the Employee. If, as a result of incapacity
due to physical or mental  illness or injury,  the Employee is  determined to be
disabled under any disability  policy maintained by the Bank or, in the event no
such policy is  maintained by the Bank,  the Employee  shall have been unable to
perform the  essential  functions of his  position,  with or without  reasonable
accommodation, on a full-time basis for a period of sixty (60) consecutive days,
or for a total of ninety (90) days in any twelve-month  period (a "Disability"),
then thirty (30) days after written notice to the Employee  (which notice may be
given before or after the end of the aforementioned periods, but which shall not
be effective earlier than the last day of the applicable  period),  the Bank may
terminate  the  Employee's  employment  hereunder  if the  Employee is unable to
resume his full-time duties at the conclusion of such notice period.

     4.2 Death of the  Employee.  This  Agreement  shall  immediately  cease and
terminate upon the death of Employee.

     4.3  Termination  by Employee.  The Employee may terminate  his  employment
under this Agreement upon not less than thirty (30) days prior written notice to
the Bank.  Upon learning that the Employee is terminating  his employment  under
this  Agreement,  the Bank may, in its sole  discretion but subject to its other
obligations  under this  Agreement,  relieve  Employee of his duties  under this
Employment   Agreement,   and  assign  Employee  other  reasonable   duties  and
responsibilities to be performed until the termination becomes effective.


                                       4
<PAGE>

     4.4 Compensation Upon Early Termination.
         ------------------------------------

               (a) As a Result of Death, Cause or Resignation. If the Employee's
employment under this Agreement is terminated prior to the scheduled  expiration
of the Term by  reason  of his  death,  termination  by the  Bank  for  Cause or
resignation  by the Employee,  the Employee  shall be entitled to be paid solely
(i)  the  Employee's  salary  then  in  effect  through  the  effective  date of
termination, (ii) any accrued PTO due pursuant to Section 3.4, (iii) any amounts
due pursuant to Section 3.6,  (iv) those  benefits,  if any, that have vested by
operation of state or federal law or under any written  term of a plan  ("Vested
Benefits"),   and  (v)  health  care  coverage  continuation  rights  under  the
Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA Rights"), and the
Bank shall have no further  liability or other obligation of any kind whatsoever
to the  Employee.  In the  case of  termination  as a  result  of the  death  of
Employee,  any amounts due pursuant to this Section  4.4(a) shall be paid to the
Employee's  estate,  heirs (at law),  devisees,  legatees  or other  proper  and
legally  entitled  descendants,   or  the  personal  representative,   executor,
administrator   or  other  proper  legal   representative   on  behalf  of  such
descendants.

               (b) By the  Bank  other  than  for  Cause.  Except  as  otherwise
expressly provided in Section 4.4(d),  if, prior to the scheduled  expiration of
the Term,  the Bank  terminates  the Employee's  employment  without Cause,  the
Employee  shall be entitled  to receive  and be paid  solely (i) the  Employee's
salary then in effect until the expiration of six months following the effective
date of the termination of Employee's employment payable over such period at the
Bank's regular and customary  intervals for the payment of salaries as in effect
from time to time  ("Severance  Pay"),  (ii) any  accrued  PTO due  pursuant  to
Section  3.4,  (iii) any amounts due  pursuant to Section  3.6,  (iv) any Vested
Benefits, and (v) any COBRA Rights, and the Bank shall have no further liability
or other  obligation  of any kind  whatsoever  to the  Employee.  The payment of
Severance Pay shall constitute  liquidated damages in lieu of any and all claims
by the Employee against the Bank, shall be in full and complete  satisfaction of
any and all rights which the Employee may enjoy hereunder,  and shall constitute
consideration for a full and  unconditional  release of any and all liability of
the  Bank  or any of  its  shareholders,  benefit  plans,  affiliate  companies,
subsidiaries,  and the directors,  officers,  employees,  trustees and agents of
such entities and their successors or assigns,  arising out of this Agreement or
out of the  employment  relationship  between the  Employee and the Bank (in the
form of Exhibit A,  hereafter  the  "Release").  Payment of the Severance Pay is
expressly  conditioned  upon receipt by the Bank of the Release  executed by the
Employee.

               (c) Disability.  For the sixty (60) day period following onset of
the  Employee's  Disability,  Employee  shall be entitled to receive and be paid
solely (i) the  Employee's  salary then in effect until the  expiration  of said
sixty (60) day period payable over such period of time at the Bank's regular and
customary  intervals for the payment of salaries as in effect from time to time,
(ii) any accrued PTO due pursuant to Section 3.4, (iii) any amounts due pursuant
to Section 3.6, (iv) any Vested  Benefits,  and (v) any COBRA rights.  Following
expiration  of the sixty (60) day  period,  the  Employee  shall be  entitled to
receive  and be paid  solely a salary at a rate  commensurate  with the  benefit
Employee is eligible to receive under any  disability  policy  maintained by the


                                       5
<PAGE>

Bank for a period of one hundred twenty (120) days or until Employee's  benefits
under any disability policy  maintained by the Bank for the Employee  commences,
whichever  period is  shorter,  payable  over such  period of time at the Bank's
regular and  customary  intervals  for the payment of salaries as in effect from
time to time, and the Bank shall have no further  liability or other  obligation
of any kind whatsoever to the Employee.

               (d) Change in Control.  Notwithstanding anything contained in the
foregoing,  if within one year of the effective  date of a Change in Control (as
defined below), of the Company (i) Employee's employment under this Agreement is
terminated by the Bank, its assignee or successor, without Cause (including, for
purposes of this Section 4.1(d), an election by the Bank not to continue to Term
of Employee's  employment) or (ii) Employee terminates his employment under this
Agreement on account of (y)  Employee's  position,  responsibilities  or working
conditions  being  substantially  diminished or (z) a material  reduction in the
Employee's  compensation or benefits,  the Employee shall be entitled to receive
and be paid compensation as follows in lieu of compensation  payable pursuant to
Section 4.4(b):

                         (i)  Less  Than  Five  Years of  Service.  If as of the
effective  date of the  Change  in  Control  of the  Company  the  Employee  has
completed less than five years of service to the Bank (including  service to any
predecessor  or  subsidiary of the Bank and service to Solano Bank measured from
the date service thereto  commenced which the parties agree was April 15, 2002),
the Employee shall be entitled to receive and be paid an amount equal to (a) the
Employee's  annual  salary then in effect plus (b) the average of the  incentive
compensation  paid to the Employee for the two most  recently  completed  fiscal
years of the Bank.  Said amount shall be payable to the Employee for a period of
twelve months  following the effective date of the termination of the Employee's
employment  (the "Date of  Termination").  Said amount shall be payable for such
period at the Bank's regular and customary intervals for the payment of salaries
as in effect from time to time. In addition,  the Employee  shall be entitled to
receive  and be paid (v) any accrued PTO due  pursuant to Section  3.4,  (w) any
amounts due  pursuant to Section  3.6,  (x) any Vested  Benefits,  (y) any COBRA
rights, and (z) prorated  incentive  compensation for the current fiscal year of
the Bank; or

                         (ii)  More  than Five  Years of  Service.  If as of the
effective  date of the  Change  in  Control  of the  Company  the  Employee  has
completed  five or more years of service to the Bank  (including  service to any
predecessor  or  subsidiary of the Bank and service to Solano Bank measured from
the date service  thereto  commenced with the parties agree was April 15, 2002),
the  Employee  shall be entitled  to receive and be paid an amount  equal to two
times (a) the  Employee's  annual  salary then in effect plus (b) the average of
the  incentive  compensation  paid to the  Employee  for the two  most  recently
completed fiscal years of the Bank. Said amount shall be payable to the Employee
for a period of  twenty-four  months  following  the Date of  Termination.  Said
amount  shall be payable  for such period at the Bank's  regular  and  customary
intervals  for the  payment  of  salaries  as in effect  from  time to time.  In
addition,  the Employee shall be entitled to receive and be paid (v) any accrued
PTO due  pursuant to Section  3.4,  (w) any amounts due pursuant to Section 3.6,
(x) any  Vested  Benefits,  (y) any COBRA  rights,  and (z)  prorated  incentive
compensation for the current fiscal year of the Bank.


                                       6
<PAGE>


               (e) Change in Control  Defined.  "Change in Control" means in any
transaction or related series of transactions:  (a) the acquisition  (other than
solely from the Company), by any individual, entity or group (within the meaning
of Section  13(d)(3) or Section  14(d)(2) of the Exchange  Act),  other than the
Company or any subsidiary,  affiliate  (within the meaning of Rule 144 under the
Securities Act of 1933, as amended) or employee benefit plan of the Company,  of
beneficial  ownership (within the meaning of Rule 13(d)(3) promulgated under the
Exchange  Act) of  more  than  30% of the  combined  voting  power  of the  then
outstanding securities of the Company entitled to vote generally in the election
of  directors  (the  "Voting   Securities");   (b)  a  reorganization,   merger,
consolidation,  share exchange or  recapitalization  of the Company (a "Business
Combination"),  other than a Business  Combination in which more than 50% of the
combined voting power of the outstanding  voting  securities of the surviving or
resulting entity immediately  following the Business  Combination is held by the
persons who, immediately prior to the Business Combination,  were the holders of
the Voting  Securities;  or (c) a complete  liquidation  or  dissolution  of the
Company, or a sale of all or substantially all of the Company's assets.

               (f) Tax Gross-Up Payment.  In the event the compensation  payable
to the Employee pursuant to and by reason of Section 4.4(d) hereof and otherwise
payable  by the Bank to the  Employee  by reason of a Change in  Control  of the
Company (including without limitation,  accelerated vesting of stock options and
other  compensation  payable  outside  of this  Agreement  (together  the "Total
Benefits"),  but determined  without regard to any additional  payments required
under this Section  4.4(f))  constitute  excess  parachute  payments  within the
meaning  of Section  280G of the  Internal  Revenue  Code (the  "Code")  and the
Employee  will be subject to the excise tax imposed by Section 4999 of the Code,
then the  aggregate  compensation  payable to the  Employee  pursuant  to and by
reason of  Section  4.4(d)  shall be  increased  by an  additional  amount  (the
"Gross-Up  Payment")  such that the net amount  retained by the Employee,  after
deduction of any excise tax on the Total  Benefits  and any  federal,  state and
local income tax,  excise  taxes and FICA  Medicare  withholding  taxes upon the
Gross-Up  Payment  shall be equal to the Total  Benefits.  The Gross-Up  Payment
shall be  calculated,  and all  assumptions  to be utilized in  performing  such
calculation,  shall be made by the Bank's independent  auditors (the "Accounting
Firm") which shall provide detailed supporting calculations both to the Bank and
the Employee  within  fifteen (15) business  days after the Date of  Termination
(defined in Section  4(d)(i)).  The  calculation of the Gross-Up  Payment by the
Accounting Firm shall be binding upon the Bank and Employee unless with ten (10)
business  days of receiving the  calculations  from the  Accounting  Firm either
party  objects  to the  calculation  by serving  upon the other  party a written
notice of  objection  (which  shall  contain  specific  details  supporting  the
objection). In the event of a timely objection to the calculation,  the Bank and
Employee shall meet and in good faith attempt to resolve the  objection.  If the
parties fail to resolve the objection  with ten (10) business days of receipt of


                                       7
<PAGE>

the objection,  either party may initiate arbitration,  and the dispute shall be
resolved by arbitration,  pursuant to Section 11 hereof. All reasonable fees and
expenses of the Accounting  Firm shall be borne solely by the Bank. The Gross-Up
Payment  shall be added to the  aggregate  compensation  payable to the Employee
pursuant to and by reason of Section  4.4(d) and be payable over the  applicable
payment  period set forth in Section  4.4(d)(i) or (ii),  subject to withholding
pursuant to Section 3.5 hereof.

     4.5 Expiration of the Term. If not sooner terminated, Employee's employment
hereunder  shall  terminate on the expiration of the Initial Term or the Renewal
Term, as applicable in accordance  with Section 2 hereof.  Not less than 45 days
prior to the  scheduled  expiration  of  Employee's  employment  hereunder,  the
parties agree to commence  discussions with respect to the possible extension of
the Term of this Agreement,  possible execution of a new employment agreement or
other possible  continuation of the Employee's  employment (it being  understood
and agreed that no such discussion shall imply any current or future  obligation
or  commitment  to enter  into any such  agreement  or  extension  or any  other
expressed or implied  arrangement  for the continued  employment of the Employee
following  the  expiration of the Initial Term or any other  termination  of the
Employee's employment hereunder).

     5. Agreement Not to Solicit Customers. The Employee agrees that, during the
Term of his employment  with the Bank or any entity owned by or affiliated  with
the Bank  (whether  pursuant to this  Agreement or  otherwise),  and for two (2)
years  following  the  termination   thereof  whether  or  not  for  any  reason
whatsoever,  he will not,  either directly or indirectly,  call on, solicit,  or
take away as a client, customer or prospective client or customer, or attempt to
call on, solicit,  or take away as a client,  customer or prospective  client or
customer, any person or entity that was a client, customer or prospective client
or customer of the Bank, or any subsidiary or affiliate thereof. For purposes of
this  agreement  "prospective  client or customer"  shall  include any person or
entity with whom the Bank has had contact for the purpose of soliciting business
within the six months prior to the  termination  of  employment or whom the Bank
intended  to contact for the purpose of  soliciting  business  within six months
after  termination  of  employment,  of which  contact or  intended  contact the
Employee had knowledge while employed by the Bank.

     6.  Agreement Not to Solicit or Hire  Employees.  The Employee  agrees that
during  the  Term of his  employment  with the  Bank or any  entity  owned by or
affiliated with the Bank (whether pursuant to this Agreement or otherwise),  and
for two (2) years  following  the  termination  thereof  whether  or not for any
reason whatsoever, he will not, either directly or indirectly, on his own behalf
or in the service or on behalf of others,  solicit or divert, attempt to solicit
or divert or induce or  attempt  to induce to  discontinue  employment  with the
Bank, or any subsidiary or affiliate  thereof,  any person employed by the Bank,
or any subsidiary or affiliate  thereof,  whether or not such employee is a full
time  employee  or a  temporary  employee  of the  Bank,  or any  subsidiary  or
affiliate  thereof and whether or not such employment is for a determined period
or is at will.


                                       8
<PAGE>

     7. Ownership and Non-Disclosure and Non-Use of Confidential Information.
        ---------------------------------------------------------------------

          7.1 Confidential Information. As used in this Agreement, "Confidential
     Information"  shall mean all customer  deposit,  loan,  sales and marketing
     information,   customer  account  records,   proprietary   receipts  and/or
     processing techniques, information regarding vendors and products, training
     and  operations  memoranda  and  similar  information,  personnel  records,
     pricing information,  financial information and trade secrets concerning or
     relating to the business, accounts, customers, employees and affairs of the
     Bank,  or any  subsidiary or affiliate  thereof,  obtained by or furnished,
     disclosed  or  disseminated  to the  Employee,  or  obtained,  assembled or
     compiled by the Employee or under his supervision  during the course of his
     employment by the Bank, and all physical embodiments of the foregoing,  all
     of which are hereby  agreed to be the property of and  confidential  to the
     Bank, but Confidential  Information  shall not include any of the foregoing
     to the  extent  that  the  Employee  can show  that the same is or  becomes
     publicly  known  through  no  action,  omission,  fault or  breach  of this
     Agreement by the Employee.

          7.2.  Ownership.   The  Employee  acknowledges  and  agrees  that  all
     Confidential  Information,   and  all  physical  embodiments  thereof,  are
     confidential to and shall be and remain the sole and exclusive  property of
     the Bank.  The Employee  agrees that upon  request by the Bank,  and in any
     event upon  termination of the Employee's  employment with the Bank whether
     or not for any reason  whatsoever,  the Employee  shall deliver to the Bank
     all  property  belonging  to  the  Bank,  or any  of  its  subsidiaries  or
     affiliates,  including,  without limitation,  all Confidential  Information
     (and all embodiments thereof), then in his custody, control or possession.

          7.3 Non-Disclosure and Non-Use.  The Employee agrees that he will not,
     either  during  the  Term  of  his  employment  hereunder  or at  any  time
     thereafter, use, disclose or make available any Confidential Information to
     any person or entity, nor shall he use,  disclose,  make available or cause
     to be used, disclosed or made available,  or permit or allow, either on his
     own  behalf  or on  behalf  of  others,  any  use  or  disclosure  of  such
     Confidential  Information  other  than  in the  proper  performance  of the
     Employee's duties hereunder.

     8. Reasonableness of Restrictions. In the event that any provision relating
to time  period  set  forth  in  Section  5, 6, or 7 shall be held by a court of
competent  jurisdiction  to exceed the maximum  time period that the court deems
reasonable  and  enforceable,  the  time  period  which  the  court  finds to be
reasonable and enforceable  shall be deemed to become,  and thereafter shall be,
the maximum time period of such restriction as to such jurisdiction.

     9. Enforceability. Any provision of this Agreement which is held by a court
of competent  jurisdiction to be invalid or  unenforceable  in any  jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability  without  invalidating the remaining  provisions hereof, but
shall be enforced to the maximum  extent  permitted by law, and any such holding
of invalidity or  unenforceability  in any jurisdiction  shall not invalidate or
render unenforceable such provision in any other jurisdiction.


                                       9
<PAGE>

     10.   Injunction.   The  Employee   represents   that  his  experience  and
capabilities  are such  that the  provisions  of  Sections  5, 6, and 7 will not
prevent him from earning his livelihood,  and acknowledges  that a breach by the
Employee of any of the covenants  contained  therein will cause irreparable harm
and damage to the Bank, the monetary amount of which may be virtually impossible
to ascertain.  As a result, the Employee recognizes and hereby acknowledges that
the  Bank  shall be  entitled  to an  injunction  from  any  court of  competent
jurisdiction  enjoining  and  restraining  any  violation  of  any or all of the
covenants  contained in Section 5, 6, and/or 7 of this Agreement by the Employee
or any of his  affiliates,  associates,  partners or agents,  either directly or
indirectly, without any requirement to post bond or other security and that such
right to  injunction  shall be  cumulative  and in addition  to  whatever  other
remedies the Bank may possess.

     11.  Arbitration.  Subject to the provisions of Section 10 hereof regarding
the remedy of injunctive relief,  any dispute (whether based on contract,  tort,
or statutory  duty or  prohibition)  arising out of or in  connection  with this
Agreement  shall be submitted to binding  arbitration,  in  accordance  with the
Commercial  Arbitration  Rules  of  the  American  Arbitration  Association  (as
modified by this  Agreement) by one  arbitrator,  designated in accordance  with
those rules. No one who has ever had any business,  financial, family, or social
relationship  with any  party to this  Agreement  shall  serve as an  arbitrator
unless the related  party  informs the other party of the  relationship  and the
other party consents in writing to the use of that arbitrator.

     The party demanding  arbitration  shall submit a written claim to the other
party,  setting out the basis of the claim.  A  prearbitration  hearing shall be
held within  twenty (20)  business days after the  arbitrator's  selection.  The
arbitration   shall  be  held  within   ninety  (90)  calendar  days  after  the
prearbitration   hearing.  The  arbitrator  shall  establish  any  deadlines  to
accomplish this goal. The arbitration shall take place in Napa, California, at a
time and place selected by the arbitrator.

     Each party  shall be entitled  to  discovery  of  essential  documents  and
witnesses,  as determined by the  arbitrator.  No less than thirty (30) calendar
days before the  arbitration,  a party may serve a document  request calling for
any document that would be discoverable in a state civil proceeding.  The served
with this request  shall  deliver the  requested  documents  and any  objections
within ten (10) calendar  days.  The arbitrator may resolve any dispute over the
exchange of documents.  Each party may take no more than three (3)  depositions,
unless additional  depositions are allowed by the arbitrator for good cause. All
depositions  must be  completed  as of fifteen  (15)  calendar  days  before the
arbitration  hearing  unless the parties  otherwise  agree.  The  arbitrator may
resolve any dispute  over the  depositions  as they would be resolved in a state
civil  proceeding.  Any motion may be heard by the  arbitrator on three (3) days
notice unless the parties otherwise agree. The arbitrator shall apply California
law.


                                       10
<PAGE>

     The  parties  agree that all  information  supplied  by any party  shall be
deemed to be confidential information, and the arbitrator and other participants
in the dispute shall protect such information from disclosure to the same extent
as confidential information under Section 7 of this Agreement.

     The arbitrator shall have the following powers:

          (a)  To issue  subpenas for the  attendance  of witnesses and subpenas
               duces tecum for the production of books, records,  documents, and
               other evidence;

          (b)  To order depositions to be used as evidence;

          (c)  Consistent  with the discovery  procedures  enumerated  above, to
               enforce the rights, remedies,  procedures,  duties,  liabilities,
               and obligations of discovery as if the  arbitration  were a civil
               action before a California superior court;

          (d)  To conduct a hearing on the arbitration  issues and related legal
               and discovery issues;

          (e)  To administer oaths to parties and witnesses;

          (f)  To award all damages and  remedies  which would be available in a
               civil action before a California superior court.

          (g)  To award expenses and fees of arbitration as the arbitrator deems
               proper; and

          (h)  To order such other relief as the arbitrator deems proper.

     Within fifteen (15) calendar days after completion of the arbitration,  the
arbitrator shall submit a tentative decision in writing specifying the reasoning
for the decision and any calculations necessary to explain the award. Each party
shall have fifteen (15) calendar days in which to submit written comments to the
tentative decision. Within ten (10) calendar days after the deadline for written
comments, the arbitrator shall announce the final award. Any party may enter the
final award as a judgment in any court of competent jurisdiction.

     The Bank shall pay the  arbitrator's  expenses  and fees,  all meeting room
charges,  and any other  expenses  that would not have been incurred if the case
were  litigated  in the  judicial  forum  having  jurisdiction  over it.  Unless
otherwise ordered by the arbitrator, each party shall pay its own attorney fees,
witness  fees  and  other  expenses  incurred  by the  party  for his or its own
benefit.  The arbitrator may award the prevailing  party his or its expenses and
fees of arbitration,  including  reasonable  attorney fees and costs,  including
witness fees, in such proportion as the arbitrator decides.


                                       11
<PAGE>

     12. No Prior  Agreements.  The Employee  represents and warrants that he is
not a party to or  otherwise  subject to or bound by the terms of any  contract,
agreement or  understanding  which in any manner would limit or otherwise affect
his ability to perform his obligations  hereunder,  including without limitation
any contract,  agreement or understanding containing terms and provisions in any
manner  similar  to those  contained  in  Sections  5, 6,  and/or 7 hereof.  The
Employee further  represents and warrants that his employment with the Bank will
not require him to disclose or use any  confidential  information  belonging  to
prior employers or other persons or entities.

     13. Assignment.  The Employee shall not delegate his employment obligations
pursuant to this  Agreement to any other person.  This Agreement may be assigned
by the Bank without the Employee's  consent.  The rights and  protections of the
Bank hereunder  shall extend to any successors or assigns of the Bank and to the
Bank's present or future parents, subsidiaries, divisions and affiliates.

     14. Employer's  Authority.  The relationship  between the parties hereto is
that of employer and  employee.  The Employee  agrees to observe and comply with
the rules and  regulations of the Bank, as adopted by the Bank from time to time
with  respect to the  performance  of the duties of the  Employee.  The Employee
acknowledges  that he has no  authority  to enter  into any  contracts  or other
obligations  that are binding upon the Bank unless such contracts or obligations
are  authorized  by the Board of  Directors.  The Bank  shall  have the power to
direct,  control and supervise  the duties to be performed by the Employee,  the
manner of performing said duties, and the time of performing said duties.

     15.  Governing  Law.  This  Agreement,  the rights and  obligations  of the
parties hereto,  and any claims or disputes relating thereto,  shall be governed
by and construed in accordance with the laws of the State of California, without
giving  effect to any of the  conflicts  of laws  provisions  thereof that would
compel the application of the substantive  laws of any other  jurisdiction.  The
Bank and the Employee each hereby  irrevocably submit to the jurisdiction of the
state or federal  courts  located in the State of California in connection  with
any  suit,  action  or  other  proceeding  arising  out of or  relating  to this
Agreement  and hereby agree not to assert,  by way of motion,  as a defense,  or
otherwise  in any such  suit,  action or  proceeding  that the  suit,  action or
proceeding  is brought  in an  inconvenient  forum,  that the venue of the suit,
action or  proceeding is improper or that this  Agreement or the subject  matter
hereof may not be enforced by such courts.

     16. Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between  the  parties  hereto  with  respect to the  subject  matter  hereof and
supersedes all prior agreements,  understandings and arrangements, both oral and
written, between the parties hereto with respect to such subject matter.

     17. Notices. All notices,  requests, demands and other communications under
this Agreement will be in writing and will be deemed to have been duly given (a)
on the date of the service if served  personally  on the party to whom notice is
to be given,  (b) on the date of  transmission  if transmitted by facsimile with
confirmation  of  receipt,  (c) on the date of receipt if mailed to the party to


                                       12
<PAGE>

whom notice is to be given by first class mail, registered or certified, postage
prepaid or by overnight  courier  service (i.e.,  Federal Express or equivalent)
and unless either party should notify the other of a change of address  properly
addressed as follows,  or (d) otherwise on the date of receipt when the intended
recipient has acknowledged receipt:



                           (i)      If to the Employee:

                           John A. Nerland
                           _______________________

                           _______________________

                           (ii)     If to the Bank:

                           The Vintage Bank
                           1190 Airport Road, Suite 101
                           P.O. Box 2200
                           Napa, California  94558
                           Attention:  President and Chief Executive Officer
                           of  North Bay Bancorp
                           Facsimile:  (707) 252-5025

     18. Binding  Effect.  The  obligations of the Employee under this Agreement
shall continue after the expiration of this Agreement and the termination of his
employment  with the Bank for any  reason,  shall  be  binding  upon his  heirs,
executors, personal representatives, legal representatives and assigns and shall
inure to the benefit of any successor and assigns of the Bank.

     19. Severability.  The invalidity of any one or more of the words, phrases,
sentences,  clauses,  sections or subsections  contained in this Agreement shall
not affect the enforceability of the remaining portions of this Agreement or any
part thereof,  all of which are inserted  conditionally  on their being valid in
law,  and, in the event that any one or more of the words,  phrases,  sentences,
clauses, sections or subsections contained in this Agreement or any part thereof
shall be declared invalid,  this Agreement shall be construed as if such invalid
word or words,  phrase or  phrases,  sentence or  sentences,  clause or clauses,
section or sections or subsection or subsections had not been inserted.  If such
invalidity is caused by length of time or size of area,  or both,  the otherwise
invalid  provision  will be  considered  to be reduced to a period or area which
would cure such invalidity.

     20. Section Headings.  The section headings contained in this Agreement are
for  reference  purposes  only and shall not  affect in any way the  meaning  or
interpretation of this Agreement.


                                       13
<PAGE>

     21. No Third  Party  Beneficiary.  Nothing  expressed  or  implied  in this
Agreement is intended, or shall be construed,  to confer upon or give any person
other  than  the   parties   hereto  and  their   respective   heirs,   personal
representative,  legal  representative,  successors  and assigns,  any rights or
remedies under or by reason of this Agreement.

     22. Amendment;  Modification;  Waiver. No amendment, modification or waiver
of the terms of this  Agreement  shall be valid  unless made in writing and duly
executed  by the Bank and the  Employee.  No delay or failure at any time on the
part of the  Bank in  exercising  any  right,  power  or  privilege  under  this
Agreement,  or in enforcing  any provision of this  Agreement,  shall impair any
such right, power or privilege, or be construed as a waiver of any default or as
any  acquiescence  therein,  or shall affect the right of the Bank thereafter to
enforce each and every provision of this Agreement in accordance with its terms.
The  waiver by either  party  hereto  of a breach  or  violation  of any term or
provision of this Agreement  shall neither  operate nor be construed as a waiver
of any subsequent breach or violation.

THE  EMPLOYEE  ACKNOWLEDGES  THAT HE HAS  READ  AND  UNDERSTANDS  THE  FOREGOING
PROVISIONS AND THAT SUCH PROVISIONS ARE REASONABLE AND ENFORCEABLE.

     IN WITNESS  WHEREOF,  the parties  hereto have executed  this  Agreement or
caused this Agreement to be executed as of the day and year first above written.


                                              EMPLOYEE

                                              /s/  John A. Nerland
                                              ------------------------------
                                              John A. Nerland
                                              BANK



                                              By:  /s/ Terry L. Robinson
                                                  -------------------------
                                                       Terry L. Robinson
                                                       Chief Executive Officer


                                       14