EXHIBIT 10.17

                             EMPLOYMENT AGREEMENT

      This Employment  Agreement  ("Agreement") is made and entered into as of
July 15, 2004, by and between  Service 1st Bank ("Bank") and Patrick J. Carman
("Executive").

                                   RECITALS

      WHEREAS,  Bank  is a  California  state-chartered  banking  corporation,
subject to the  supervision  and  regulation of the  California  Department of
Financial  Institutions ("CDFI") and the Federal Deposit Insurance Corporation
("FDIC");

      WHEREAS,  Bank is a  wholly-owned  subsidiary of Service 1st Bancorp,  a
California  corporation  and bank holding  company  registered  under the Bank
Holding  Company  Act  of  1956,  as  amended  ("Bancorp"),   subject  to  the
supervision  and  regulation of the Board of Governors of the Federal  Reserve
System ("BGFRS"); and

      WHEREAS,   Bank  and  Executive  desire  to  enter  into  an  employment
agreement  for the  purposes of engaging  the  services  of  Executive  and to
delineate the rights, obligations and responsibilities of Bank and Executive.

      NOW, THEREFORE,  in consideration of the mutual covenants and agreements
contained herein, the Bank and Executive agree as follows:

                                  AGREEMENT

      1.    Term  of  Employment.   Bank  hereby  employs   Executive  in  the
position with Bank as  hereinafter  set forth,  and Executive  hereby  accepts
employment with Bank upon the terms and conditions  hereinafter set forth, for
a period of three (3) years from the date hereof,  subject to the  termination
provisions of paragraph 16 and any required regulatory  approvals as specified
in paragraph 28 of this  Agreement.  Upon the  occurrence  of the third annual
anniversary  of the date of this  Agreement,  and on each  annual  anniversary
date  thereafter,  the term of this  Agreement  shall be deemed  automatically
extended  for an  additional  one (1) year term,  subject  to the  termination
provisions of paragraph 16.

      2.    Duties and  Obligations  of  Executive.  Executive  shall serve as
the  Executive  Vice  President  and Chief  Credit  Officer  of Bank and shall
perform the duties of such positions as set forth in the position  description
approved  by  resolutions  adopted by the Board of  Directors  of Bank,  which
shall be  attached  to this  Agreement  as an  addendum,  and such  additional
duties as may from time to time be  reasonably  requested  of him by the Board
of Directors of Bank.

      3.    Devotion to Bank's Business.

            (a)   Executive  shall  devote his  business  time,  ability,  and
attention to the business of Bank during the term of this  Agreement and shall
not  during  the  term  of  this  Agreement   engage  in  any  other  business
activities,  duties, or pursuits whatsoever,  or directly or indirectly render
any services of a business,  commercial,  or professional  nature to any other

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person or  organization,  whether for  compensation or otherwise,  without the
prior written consent of Bank's Board of Directors.

            (b)   The   expenditure   of   reasonable   amounts  of  time  for
educational,  charitable,  or  professional  activities  shall not be deemed a
breach of this Agreement if those activities do not materially  interfere with
the  services  required of  Executive  under this  Agreement.  It is expressly
understood  and agreed that  Executive may continue to participate in any such
activities  in  which  Executive  participated  prior  to  the  date  of  this
Agreement  with the  knowledge  of Bank.  Nothing in this  Agreement  shall be
interpreted to prohibit  Executive from making passive  personal  investments;
provided that, except for ownership  interests in businesses acquired prior to
the date of this  Agreement  which  represent  in each case  less  than  three
percent (3%) of the total  ownership of each such  business,  Executive  shall
not directly or indirectly acquire,  hold, or retain any ownership interest in
any financial  institution,  including its affiliated companies,  or any other
business  competing  with or similar in nature to the  business  of Bancorp or
Bank, or their respective subsidiaries or affiliates,  which conducts business
or operations in San Joaquin County.

            (c)   Executive  agrees to  conduct  himself at all times with due
regard to public  conventions and morals.  Executive  further agrees not to do
or commit any act that will  reasonably  tend to shock or offend the community
and have an adverse effect upon Bancorp or Bank.

            (d)   Executive hereby  represents and agrees that the services to
be  performed  under the terms of this  Agreement  are of a  special,  unique,
unusual, extraordinary,  and intellectual character that gives them a peculiar
value,  the loss of which cannot be reasonably or  adequately  compensated  in
damages in an action at law.  Executive  therefore  expressly  agrees  that in
addition to any other rights or remedies  that Bank may  possess,  it shall be
entitled  to  injunctive  and other  equitable  relief to  prevent or remedy a
breach of this Agreement by Executive.

      4.    Noncompetition  by  Executive.  Executive  shall  not,  during the
term of this  Agreement,  directly  or  indirectly,  either  as a  consultant,
agent,  principal,  stockholder (except as permitted in paragraph 3(b) of this
Agreement),  officer,  director,  or in any other individual or representative
capacity,  engage,  assist,  consult or  participate  in any other  banking or
financial  services business without the prior written consent of the Board of
Directors of Bank.  Following  the  termination  of this  Agreement and during
any period when  Executive is  receiving  severance  payments  from Bancorp or
Bank pursuant to or related to this  Agreement,  Executive shall be subject to
the  foregoing  noncompetition  restrictions  only with  respect to banking or
financial  services  businesses  which  conduct  business or operations in San
Joaquin  County.  This paragraph 4 shall survive the expiration or termination
of this Agreement.

      5.    Indemnification.

            (a)   Executive  shall  indemnify  and hold Bancorp and Bank,  and
their respective affiliates and subsidiaries,  harmless from all liability for
loss,  damage,  or injury to  persons  or  property  resulting  from the gross
negligence or intentional misconduct of Executive.

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            (b)   To  the  fullest  extent  permitted  by law  and  applicable
regulations of the BGFRS, CDFI and FDIC, Bank shall indemnify  Executive if he
was or is a party or is  threatened  to be made a party in any action  brought
by a third party against  Executive  (whether or not Bank is joined as a party
defendant) against expenses,  judgments,  fines, settlements and other amounts
actually and reasonably  incurred in connection  with said action if Executive
acted in good faith and in a manner  Executive  reasonably  believed  to be in
the best  interests  of Bank (and with  respect  to a criminal  proceeding  if
Executive  had no  reasonable  cause to believe  his  conduct  was  unlawful),
provided  that the alleged  conduct of  Executive  arose out of and was within
the course and scope of his employment as an officer or executive of Bank.

      6.    Disclosure of  Information.  Executive shall not, either before or
after  termination  of this  Agreement,  without the prior written  consent of
Bank's  Board of  Directors  or except as required by law to comply with legal
process including,  without  limitation,  by oral questions,  interrogatories,
requests for information or documents,  subpoena,  civil investigative  demand
or similar  process,  disclose to anyone any financial  information,  trade or
business secrets,  customer lists,  computer software or other information not
otherwise publicly available  concerning the business or operations of Bancorp
or Bank and their respective  affiliates and  subsidiaries.  Executive further
recognizes  and  acknowledges  that any financial  information  concerning any
customers of Bancorp or Bank and their respective  affiliates or subsidiaries,
as it  may  exist  from  time  to  time,  is  strictly  confidential  and is a
valuable,   special  and  unique  asset  of  Bancorp's  and  Bank's  business.
Executive  shall not,  either before or after  termination of this  Agreement,
without  such  consent or except as required  by law,  disclose to anyone said
financial  information  or  any  part  thereof,  for  any  reason  or  purpose
whatsoever.  In the  event  Executive  is  required  by law to  disclose  such
information  described in this  paragraph 6,  Executive  will provide Bank and
its counsel  with  immediate  notice of such request so that they may consider
seeking a protective  order.  If in the absence of a  protective  order or the
receipt  of a  waiver  hereunder  Executive  is  nonetheless,  in the  written
opinion  of  knowledgeable   counsel,   compelled  to  disclose  any  of  such
information  to any  tribunal  or any other  party or else  stand  liable  for
contempt or suffer other material censure or material penalty,  then Executive
may disclose (on an "as needed" basis only) such  information to such tribunal
or other party without  liability  hereunder.  Notwithstanding  the foregoing,
Executive may disclose such information  concerning the business or operations
of Bancorp or Bank and their respective  affiliates and subsidiaries as may be
required  by  the  BGFRS,   CDFI,  FDIC  or  other  regulatory  agency  having
jurisdiction  over the  operations  of Bancorp or Bank in  connection  with an
examination  of  Bancorp  or  Bank  or  other  proceeding  conducted  by  such
regulatory   agency.   This  paragraph  6  shall  survive  the  expiration  or
termination of this Agreement.

      7.    Written,  Printed or Electronic Material. All written,  printed or
electronic  material,  notebooks and records  including,  without  limitation,
computer  disks used by  Executive in  performing  duties for Bancorp or Bank,
other than  Executive's  personal notes and diaries,  are and shall remain the
sole  property  of Bank.  Upon  termination  of  employment,  Executive  shall
promptly  return  all  such  material  (including  all  copies,  extracts  and
summaries  thereof) to Bank.  This paragraph 7 shall survive the expiration or
termination of this Agreement.

      8.    Surety   Bond.   Executive   agrees  that  he  will   furnish  all
information  and take any other  steps  necessary  from time to time to enable
Bank to obtain or maintain a fidelity bond  conditional  on the rendering of a

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true account by Executive of all monies,  goods,  or other  property which may
come into the custody,  charge,  or possession of Executive during the term of
his  employment.  The surety  company  issuing  the bond and the amount of the
bond must be  acceptable  to Bank.  All  premiums on the bond shall be paid by
Bank.  Bank shall have no obligation  to pay  severance  benefits to Executive
in accordance  with  paragraph 16 (d) of this  Agreement in the event that the
Executive's  employment  is  terminated  in  connection  with the  Executive's
failure  to  qualify  for a surety  bond at any time  during  the term of this
Agreement and such failure to qualify results from an occurrence  described in
paragraph  16(a)  (5),  (6),  (7),  (8),  (9),  or (11,  to the  extent  of an
Executive breach).

      9.    Base  Salary.  In  consideration  for the services to be performed
hereunder,  Bank  shall  pay to  Executive  a base  salary  at the rate of One
Hundred  One  Thousand  Three  Hundred  Three  Dollars  ($101,303)  per annum,
payable in substantially  equal installments during the term of this Agreement
of  approximately  Four  Thousand Two Hundred  Twenty  Dollars and  Ninety-Six
Cents  ($4,220.96)  on the fifteenth  and last days of each month,  subject to
applicable  adjustments for  withholding  taxes and prorations for any partial
employment  period.  Executive  shall receive such annual  adjustments in base
salary,  if any, as may be  determined  by Bank's Board of  Directors,  in its
sole discretion.

      10.   Salary  Continuation  During  Disability.  If  Executive  for  any
reason  (except  as  expressly   provided   below)   becomes   temporarily  or
permanently  disabled  so that he is unable to perform  the duties  under this
Agreement,  Bank agrees to pay Executive the base salary otherwise  payable to
Executive  pursuant to  paragraph 9 of this  Agreement  reduced by the amounts
received  by  Executive   from  state   disability   insurance,   or  worker's
compensation or other similar insurance  benefits through policies provided by
Bancorp or Bank, for a period of six (6) months from the date of disability.

            For purposes of this paragraph 10,  "disability"  shall be defined
as provided in any disability  insurance  coverage provided by Bancorp or Bank
to  Executive  or as may  otherwise  be  defined in any  disability  insurance
program of Bancorp or Bank.  Notwithstanding  anything herein to the contrary,
Bank shall have no  obligation  to make  payments for a  disability  resulting
from the  deliberate,  intentional  actions  of  Executive,  such as,  but not
limited to, attempted suicide or chemical dependence of Executive.

      11.   Incentive  Compensation.  Executive  shall be  entitled to receive
an  annual  incentive  compensation  payment  as  determined  by the  Board of
Directors of Bank based upon the  implementation  of Bancorp's  strategic plan
for each year and the  profitability  of Bancorp for each year during the term
of this Agreement.

            Notwithstanding the foregoing,  no incentive compensation payments
shall be prorated  for a partial year and  Executive  shall not be entitled to
receive   incentive   compensation   payments   based   upon   the   increased
profitability  described  above for any year during the term of this Agreement
in which  Executive  was not  employed by Bank for the full fiscal  year.  Any
incentive  compensation payable to Executive shall be distributed to Executive
following   review  by  Bank's  Board  of  Directors  of  the  final   audited
consolidated  financial  results of operations for the  immediately  preceding
fiscal year of Bancorp.

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      12.   Stock  Options.  Executive has previously  been granted  incentive
stock  options to purchase Ten Thousand  (10,000)  shares of Bancorp's  common
stock   pursuant   to  the  1999  Stock   Option   Plan  (the  "1999   Plan").
Notwithstanding  any contrary  provision of the 1999 Plan or related Incentive
Stock  Option  Agreement,  no rights of  employment  shall be  conferred  upon
Executive  or  result  from  the  1999  Plan or such  Incentive  Stock  Option
Agreement.  Bancorp has a 2004 Stock  Option Plan (the "2004  Plan")  pursuant
to which no stock  options  have been  granted to  Executive as of the date of
this  Agreement.  Executive  shall be  eligible  for a  future  grant of stock
options  under  the 2004 Plan in the sole  discretion  of  Bancorp's  Board of
Directors.  In the event  stock  options are  granted to  Executive  under the
2004 Plan in the  future,  no rights of  employment  shall be  conferred  upon
Executive or result from the 2004 Plan or stock option agreements  thereunder.
Any employment  rights and corresponding  duties of Executive  pursuant to his
employment  by Bank shall be limited to and  interpreted  solely in accordance
with the terms and provisions of this Agreement.

      13.   Other  Benefits.  Executive  shall be entitled  to those  benefits
adopted  by  Bancorp or Bank for all  executive  officers  of Bancorp or Bank,
subject to  applicable  qualification  requirements  and  regulatory  approval
requirements,  if any.  Executive  shall be further  entitled to the following
additional   benefits  which  shall  supplement  or  replace,  to  the  extent
duplicative  of  any  part  or  all  of the  general  benefits  available  for
executive  officers of Bancorp or Bank,  the  benefits  otherwise  provided to
Executive:

            (a)   Vacation.  Executive  shall be entitled  to annual  vacation
leave,  the  duration  of which  shall be  equal to an  aggregate  of four (4)
weeks.  The  vacation  leave shall be paid by Bank based on  Executive's  then
existing  rate of base  salary  each year  during the term of this  Agreement.
Executive  may be absent  from his  employment  for  vacation  as long as such
leave is reasonable and does not jeopardize  his  responsibilities  and duties
specified  in this  Agreement.  The length of  vacation  should not exceed two
(2) weeks without the approval of Bank's Board of Directors,  but at least two
(2)  consecutive  weeks of vacation must be taken each year during the term of
this   Agreement.   Vacation  time  will  accrue  in  accordance  with  Bank's
personnel policies.

            (c)   Insurance.  Bank  shall  provide  during  the  term  of this
Agreement group life, health (including medical,  dental and hospitalization),
accident and  disability  insurance  coverage for Executive and his dependents
through a policy or policies  provided by the California  Bankers  Association
group  insurance  program or similarly  equivalent  program.  The cost of such
insurance shall be paid by Bank.

      14.   Annual   Physical   Examination.   Bank  shall  pay  or  reimburse
Executive  for the  cost of an  annual  physical  examination  conducted  by a
California licensed physician selected by Executive and reasonably  acceptable
to Bank.

      15.   Business   Expenses.   Executive   shall  be  reimbursed  for  all
ordinary and necessary  expenses  incurred by Executive in connection with his
employment.  Executive  shall also be  reimbursed  for  expenses  incurred  in
activities  associated  with  promoting  the  business  of  Bancorp  or  Bank,
including  expenses  for club  memberships,  entertainment,  travel  and other
expenses for attendance at  conventions  and education  programs,  and similar
items.  Bank will pay for or will  reimburse  Executive for such expenses upon
presentation  by Executive from time to time of receipts or other  appropriate
evidence of such  expenditures  in form and content  reasonably  acceptable to
Bank.  Any club  memberships  shall be  approved  in  advance of  purchase  by
Bank's Boards of Directors.

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      16.   Termination of Agreement.

            (a)   Automatic Termination.  This Agreement shall terminate
automatically without further act of the parties and immediately upon the
occurrence of any one of the following events, subject to a party's right,
without any obligation whatsoever, to waive an event reasonably susceptible
of waiver which otherwise benefits the waiving party, and the obligation of
Bank to pay the amounts which would otherwise be payable to Executive under
this Agreement through the end of the month in which the event occurs, except
that only in the event of termination based upon subparagraphs (1), (4) or
(11, to the extent of Bank's breach) below shall Executive be entitled to
receive severance payments and continuation of group insurance benefits based
upon automatic termination pursuant to paragraph 16 (d) of this Agreement:

                  (1)   The occurrence of circumstances that make it
                        impossible or impractical for Bancorp and Bank to
                        conduct or continue business.

                  (2)   The death of Executive.

                  (3)   The loss by Executive of legal capacity.

                  (4)   The loss by Bancorp and Bank of legal capacity to
                        contract.

                  (5)   The willful and material breach or the habitual and
                        continued neglect by the Executive of his employment
                        responsibilities and duties;

                  (6)   The continuous mental or physical incapacity of the
                        Executive, subject to disability rights under this
                        Agreement;

                  (7)   The Executive's willful violation of any federal
                        banking or securities laws, or of the bylaws, rules,
                        policies or resolutions of Bancorp or Bank, or the
                        rules or regulations of the BGFRS, CDFI, FDIC, or
                        other regulatory agency or governmental authority
                        having jurisdiction over Bancorp or Bank, which has
                        an adverse effect upon the Bancorp or Bank;

                  (8)   The written determination by a state or federal
                        banking agency or governmental authority having
                        jurisdiction over the Bancorp or Bank that Executive
                        is not suitable to act in the capacity for which he
                        is employed by Bank;

                  (9)   The Executive's conviction of (i) any felony or (ii)
                        a crime involving moral turpitude, or the Executive's
                        willful commission of a fraudulent or dishonest act;
                        or

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                  (10)  The Executive's willful disclosure, without
                        authority, of any secret or confidential information
                        concerning Bancorp or Bank and their respective
                        affiliates or subsidiaries, or taking any action
                        which Bank's Board of Directors determines, in its
                        sole discretion and subject to good faith, fair
                        dealing and reasonableness, constitutes unfair
                        competition with or induces any customer to breach
                        any contract with the Bancorp or Bank, or their
                        respective affiliates or subsidiaries.

                  (11)  Bank or Executive materially breaches the terms or
                        provisions of this Agreement.

            (b)   Termination  by Bank.  Bank may, at its  election and in its
sole discretion,  terminate this Agreement at any time for any reason,  or for
no  reason,  without  prejudice  to any  other  remedy  to  which  Bank may be
entitled  either  at law,  in  equity  or  under  this  Agreement.  Upon  such
termination,  Executive shall immediately cease performing and discharging the
duties and  responsibilities  of his position with Bank and remove himself and
his  personal  belongings  from Bank's  premises.  All rights and  obligations
accruing to Executive  under this Agreement  shall cease at such  termination,
except that such termination shall not prejudice  Executive's rights regarding
employment  benefits  which  shall  have  accrued  prior to such  termination,
including  the right to receive the  severance  pay and benefits  specified in
paragraph 16 (d) below,  and any other remedy which Executive may have at law,
in  equity  or  under  this  Agreement,  which  remedy  accrued  prior to such
termination.

            (c)   Termination  by Executive.  This Agreement may be terminated
at any time by  Executive  for any  reason,  or no reason,  by giving not less
than thirty (30) days'  prior  written  notice of  termination  to Bank.  Upon
such termination,  all rights and obligations accruing to Executive under this
Agreement  shall  cease,  except  that such  termination  shall not  prejudice
Executive's  rights  regarding  employment  benefits  which shall have accrued
prior to such  termination  and any other remedy which  Executive  may have at
law, in equity or under this  Agreement,  which remedy  accrued  prior to such
termination.

            (d)   Severance  Pay  and  Insurance   Continuation  Benefits  -
Termination  by  Bank.  In the  event  of  termination  by  Bank  pursuant  to
paragraph 16 (b) or  automatic  termination  based upon  paragraph 16 (a) (1),
(4) or (11,  to the  extent of Bank's  breach)  of this  Agreement,  Executive
shall be entitled to receive  severance  pay (in  addition to any base salary,
incentive  compensation,  or other payments,  if any, due Executive)  equal to
six  (6)  months  base  salary,   payable  by  Bank  in  substantially   equal
installments on the fifteenth and last days of each month  commencing with the
month  immediately  following  such  termination.   Executive  shall  also  be
entitled to receive  continuation  of group  insurance  coverages in effect at
the date of termination  for Executive and his  dependents,  at the expense of
Bank  for a  period  of one  hundred  eighty  (180)  days  from  the  date  of
termination.  Notwithstanding  the  foregoing,  in the event of a  "change  in
control"  as  defined  in  subparagraph  (e)  below,  Executive  shall  not be
entitled  to  severance  pay or  continuation  of  group  insurance  coverages
pursuant to this  subparagraph  (d) and any rights of  Executive  to severance
pay or other  benefits  shall be limited to such  rights and  benefits  as are
specified in subparagraph  (e) below.  Executive  acknowledges and agrees that
severance pay and continuation of group insurance  coverages  pursuant to this
subparagraph  (d) is in lieu  of all  damages,  payments  and  liabilities  on
account of the early  termination of this Agreement and the sole and exclusive

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remedy for  Executive  terminated at the will of Bank pursuant to paragraph 16
(b) or pursuant to certain provisions of paragraph 16 (a) described herein.

            (e)   Severance  Pay -  Change  in  Control.  In  the  event  of a
"change in control" as defined herein and within a period of twenty-four  (24)
months  following  consummation  of such a change in control  (i)  Executive's
employment is terminated;  or (ii) any adverse change occurs in the nature and
scope  of  Executive's  position,   responsibilities,   duties,  base  salary,
benefits  or  location  of  employment;   or  (iii)  any  event  occurs  which
reasonably  constitutes a demotion,  significant  diminution  or  constructive
termination   (by   resignation  or  otherwise)  of  Executive's   employment,
Executive shall be entitled to receive  severance pay in addition to any bonus
or incentive  compensation payments due Executive.  Any such severance pay due
Executive  shall be in an amount  equal to twelve (12)  months of  Executive's
base  salary  at  the  rate  in  effect   immediately  prior  to  termination.
Executive  shall also be entitled to receive  continuation  of group insurance
coverages  in  effect  at the  date  of  termination  for  Executive  and  his
dependents,  at the expense of Bank for a period of one hundred  eighty  (180)
days from the date of termination.

            Notwithstanding  the  foregoing  provisions  of  paragraph 16 (e),
Executive may resign his position at any time during the period  commencing on
the expiration of six (6) months  following a "change in control"  through the
expiration  of twelve  (12) months  following  a "change in control"  and upon
such  resignation  receive the  severance  pay  specified  in paragraph 16 (e)
above  without  regard to whether an event  described in paragraph 16 (e) (i),
(ii) or (iii) has occurred;  provided, however, that Executive shall deliver a
letter of  resignation  that  clearly  states the  intention to resign as of a
date specified  therein and such date of resignation  shall be at least thirty
(30) days after the date of receipt of the  resignation  letter by Executive's
employer following such "change in control."

            Any such  severance  shall be payable  in lump sum by Bank  within
thirty (30) days following the  occurrence of an event  described in paragraph
16 (e).  Such  severance  payments,  if any,  shall be in lieu of all damages,
payments and  liabilities on account of the events  described  above for which
such  severance  payments,  if any,  may be due  Executive  and any  severance
payment rights of Executive  under  paragraph 16 (d) of this  Agreement.  This
paragraph  16 (e)  shall be  binding  upon and  inure  to the  benefit  of the
parties  and any  successors  or assigns of the  parties  or any  "person"  as
defined herein.

            Notwithstanding the foregoing,  Executive shall not be entitled to
receive nor shall Bank, their respective  successors,  assigns or any "person"
as defined  herein be obligated  to pay  severance  payments  pursuant to this
paragraph 16 (e) in the event of an  occurrence  described in paragraph 16 (a)
(5), (7) (8), (9), (10), or (11, to the extent of Executive's  breach),  or in
the event Executive terminates  employment in accordance with paragraph 16 (c)
and the  termination  is not a result of or based upon the  occurrence  of any
event described in paragraph 16 (e) (ii) or (iii) above.

      17.   Change in Control  Definition.  The term "change in control" shall
mean the  first  to  occur of any of the  following  events  with  respect  to
Bancorp or Bank:

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            (a)   Any  "person"  (as  such  term is used  in  sections  13 and
14(d)(2) of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act"),  becomes the beneficial owner (as that term is used in section 13(d) of
the Exchange  Act),  directly or indirectly,  of twenty-five  percent (25%) or
more of Bancorp's or Bank's capital  stock,  other than a group of two or more
persons  not (i) acting in concert for the  purpose of  acquiring,  holding or
disposing of such stock or (ii) otherwise  required to file any form or report
with any governmental agency or regulatory  authority having jurisdiction over
Bancorp or Bank which requires the reporting of any change in control;

            (b)   During  any  period  of not more  than  two (2)  consecutive
years,  not  including  any  period  prior  to the  date  of  this  Agreement,
individuals  who, at the  beginning  of such period,  constitute  the Board of
Directors of Bancorp or Bank,  cease for any reason to  constitute  at least a
majority thereof;

            (c)   The  effective  date  of  any  consolidation  or  merger  of
Bancorp or Bank (after all requisite  shareholder,  applicable  regulatory and
other approvals and consents have been  obtained),  other than a consolidation
or merger of Bancorp or Bank in which the holders of the voting  capital stock
of Bancorp or Bank immediately prior to the consolidation or merger hold

 more than fifty  percent  (50%) of the voting  capital stock of the surviving
entity immediately after the consolidation or merger;

            (d)   The  shareholders  of  Bancorp or Bank  approve  any plan or
proposal for the liquidation or dissolution of Bancorp or Bank; or

            (e)   The  shareholders  of  Bancorp or Bank  approve  the sale or
transfer of  substantially  all of Bancorp's or Bank's  assets to parties that
are not within a "controlled  group of corporations"  (as that term is defined
in section 1563 of the Code) in which  Bancorp or, as  applicable  Bank,  is a
member.

            Notwithstanding  the foregoing or anything else  contained  herein
to the  contrary,  there  shall not be a "change in control"  for  purposes of
this  Agreement if the event which would  otherwise come within the meaning of
the term "change in control"  involves (i) an Employee  Stock  Ownership  Plan
sponsored by the Bancorp,  which Plan is the party that acquires  "control" or
is the principal  participant  in the  transaction  constituting  a "change in
control," as described  above, or (ii) a  reorganization  in which the Bank or
any  bank  subsidiary  of  Bancorp  is  merged  with  and  into  another  bank
subsidiary  of Bancorp to  consolidate  operations  under the  charter of such
other bank subsidiary.

      18.   Notices.  Any notices to be given  hereunder by a party to another
party shall be in writing and may be  transmitted  by personal  delivery or by
U.S.  mail,  registered  or  certified,  postage  prepaid with return  receipt
requested.  Mailed  notices shall be addressed to the parties at the addresses
listed as follows:

            Bank:       Principal place of business address.

            Executive:  Principal  residence  address  as shown  in  Bancorp's
                        Personnel Records and Executive's personal file.

                                                                 Page 70 of 87
<PAGE>

      Each  party may  change the  address  for  receipt of notices by written
notice in accordance  with this  paragraph 18.  Notices  delivered  personally
shall be deemed communicated as of the date of actual receipt;  mailed notices
shall be deemed communicated as of three (3) days after the date of mailing.

      19.   Arbitration.  All claims,  disputes and other  matters in question
arising out of or relating to this  Agreement or the breach or  interpretation
thereof,  other than those  matters  which are to be determined by the Bank in
its sole and  absolute  discretion,  shall be resolved by binding  arbitration
before a  representative  member,  selected  by the  mutual  agreement  of the
parties,  of the  Judicial  Arbitration  and  Mediation  Services,  Inc.,  San
Francisco,  California  ("JAMS"),  in accordance with the rules and procedures
of JAMS then in effect.  In the event JAMS is unable or  unwilling  to conduct
such arbitration,  or has discontinued its business,  the parties agree that a
representative  member,  selected by the mutual  agreement of the parties,  of
the American  Arbitration  Association,  San  Francisco,  California  ("AAA"),
shall  conduct  such  binding  arbitration  in  accordance  with the rules and
procedures  of the AAA then in effect.  Notice of the  demand for  arbitration
shall be filed in  writing  with the other  party to this  Agreement  and with
JAMS (or AAA, if necessary).  In no event shall the demand for  arbitration be
made after the date when institution of legal or equitable  proceedings  based
on such  claim,  dispute or other  matter in  question  would be barred by the
applicable  statute of  limitations.  Any award  rendered by JAMS or AAA shall
be final and binding upon the parties,  and as  applicable,  their  respective
heirs, beneficiaries,  legal representatives,  agents, successors and assigns,
and may be entered in any court having  jurisdiction  thereof.  The obligation
of the parties to  arbitrate  pursuant to this  clause  shall be  specifically
enforceable in accordance with, and shall be conducted  consistently with, the
provisions  of Title 9 of Part 3 of the  California  Code of Civil  Procedure.
Any arbitration hereunder shall be conducted in Stockton,  California,  unless
otherwise agreed to by the parties.

      20.   Attorneys'   Fees  and   Costs.   In  the  event  of   litigation,
arbitration  or  any  other  action  or  proceeding  between  the  parties  to
interpret or enforce this  Agreement or any part thereof or otherwise  arising
out of or relating to this Agreement,  the prevailing  party shall be entitled
to  recover  its  costs  related  to any such  action  or  proceeding  and its
reasonable  fees of attorneys,  accountants and expert  witnesses  incurred by
such party in connection  with any such action or  proceeding.  The prevailing
party shall be deemed to be the party which obtains  substantially  the relief
sought by final resolution,  compromise or settlement,  or as may otherwise be
determined  by order  of a court of  competent  jurisdiction  in the  event of
litigation,  an award or decision of one or more  arbitrators  in the event of
arbitration,  or a decision of a comparable official in the event of any other
action or  proceeding.  Every  obligation  to indemnify  under this  Agreement
includes the obligation to pay reasonable  fees of attorneys,  accountants and
expert witnesses  incurred by the indemnified party in connection with matters
subject to indemnification.

      21.   Entire  Agreement.  This  Agreement  supersedes  any and all other
agreements,  either oral or in writing,  between the parties  with  respect to
the  employment  of Executive  hereunder and contains all of the covenants and
agreements  between the parties  with respect to the  employment  of Executive
hereunder.   Each  party  to  this  Agreement   acknowledges   that  no  other
representations,  inducements,  promises,  or  agreements,  oral or otherwise,
have been made by any party,  or anyone  acting on behalf of any party,  which
are not set forth herein, and that no other agreement,  statement,  or promise
not contained in this Agreement shall be valid or binding on a party.

                                                                 Page 71 of 87
<PAGE>

      22.   Modifications.   Any   modification  of  this  Agreement  will  be
effective  only if it is in writing  and  signed by a party or its  authorized
representative.

      23.   Waiver.  The  failure of any party to insist on strict  compliance
with any of the terms, provisions,  covenants, or conditions of this Agreement
by the other  party  shall  not be  deemed a waiver  of any  term,  provision,
covenant, or condition,  individually or in the aggregate,  unless such waiver
is in writing,  nor shall any waiver or  relinquishment  of any right or power
at any one time or times be deemed a waiver or  relinquishment  of that  right
or power for all or any other times.

      24.   Partial  Invalidity.  If any  provision in this  Agreement is held
by a court of competent  jurisdiction to be invalid,  void, or  unenforceable,
the remaining provisions shall nevertheless  continue in full force and effect
without being impaired or invalidated in any way.

      25.   Advice  of  Counsel  and  Advisors.   Executive  acknowledges  and
agrees  that he has read and  understands  the  terms and  provisions  of this
Agreement  and  prior to  signing  this  Agreement,  he has had the  advice of
counsel and such other advisors as he deemed  appropriate  in connection  with
his review and analysis of such terms and provisions of this Agreement.

      26.   Governing  Law and  Venue.  The laws of the  State of  California,
other than  those  laws  denominated  choice of law  rules,  shall  govern the
validity,  construction and effect of this Agreement.  Any action which in any
way involves the rights,  duties and obligations of the parties  hereunder and
is not resolved by  arbitration as set forth in paragraph 19 of this Agreement
shall be brought in the  courts of the State of  California  and venue for any
action or  proceeding  shall be in San Joaquin  County or in the United States
District Court for the Eastern District of California,  and the parties hereby
submit to the personal jurisdiction of said courts.

      27.   Payments Due Deceased  Executive.  If Executive  dies prior to the
expiration  of the  term  of his  employment,  any  payments  that  may be due
Executive  under  this  Agreement  as of the  date of  death  shall be paid to
Executive's  executors,   administrators,   heirs,  personal  representatives,
successors, or assigns.

      28.   Regulatory  Approval.  Bank and  Executive  agree to  cooperate in
obtaining any required regulatory  approvals of this Agreement from the BGFRS,
CDFI, FDIC or other governmental or regulatory  authority having  jurisdiction
over Bancorp or Bank at the earliest  practicable  date.  Notwithstanding  any
other term or provision of this  Agreement,  Bank and Executive  further agree
that no benefits,  rights or obligations shall accrue to the parties hereunder
in the absence of obtaining any such required regulatory  approvals and in the
event that any such governmental or regulatory  authority shall disapprove any
provision  of this  Agreement,  then the  parties  hereto  will use their best
efforts,  acting in good faith,  to amend this Agreement in a manner that will
be  acceptable  to  the  parties  and  to  such   governmental  or  regulatory
authorities.

                                                                 Page 72 of 87
<PAGE>

      IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement  in
Stockton, California, as of the date set forth above.

BANK:                                     EXECUTIVE:

Service 1st Bank

By:  ------------------                         -----------------
     John O. Brooks                             Patrick J. Carman
     Chairman

                                                                 Page 73 of 87