EXHIBIT 10.10

                              EMPLOYMENT AGREEMENT

              THIS AGREEMENT is made this 22nd day of January 2002, between
SERVICE 1st BANK (the "Bank"), having a principal place of business at Stockton,
California, and Dennis A. Reed ("Employee"), and supercedes any prior Employment
Agreement.

                               W I T N E S S E T H
                               - - - - - - - - - -

              WHEREAS, the Bank is a California banking corporation, which is
validly existing and in good standing under the laws of the State of California,
with power to own property and carry on its business as it is now being
conducted;

              WHEREAS, the Bank desires to avail itself of the skill, knowledge
and experience of Employee in order to insure the successful management of its
business;

              WHEREAS, the parties hereto desire to specify the terms of the
Employee's employment by the Bank as controlling Employee's employment with the
Bank;

              NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth, it is agreed that from and after February 1, 2002 (the
"Effective Date"), the following terms and conditions shall apply to Employee's
said employment:

    A.        TERM OF EMPLOYMENT
              ------------------

              1.    Term. The Bank hereby employs Employee and Employee hereby
accepts employment with the Bank for the period commencing with the Effective
Date and continuing for an undetermined time.

    B.        DUTIES OF EMPLOYEE
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              1.    Duties. Employee shall perform the duties of Senior Vice
President & Senior Real Estate Officer, as described more fully in a job
description entitled Real Estate Officer (the "Job Description"), subject to the
powers by law vested in the Board of Directors of the Bank and in the Bank's
shareholders. The duties of Employee hereunder may be reasonably changed by the
Board of Directors of the Bank from time-to-time without resulting in a
rescission or breach of this Agreement, and, without limiting the foregoing,
Employee agrees, if requested by the Board of Directors of the Bank and subject
to the rights of the Bank's stockholders, to serve in such additional or
alternative capacities as the Bank's Directors dictate subject to a revised job
description and/or compensation plan mutually agreeable to the Bank and the
Employee. During the Term, Employee shall perform exclusively the services
herein contemplated to be performed by Employee faithfully, diligently and to
the best of Employees ability, consistent with the highest and best standards of
the banking industry and in compliance with all applicable laws and the Bank's
Articles of Incorporation and Bylaws.

              2.    Conflicts of Interest. Except as permitted by the prior
                    written consent of the Chief Credit Officer of the Bank,
                    Employee shall devote sufficient time, ability and
                    attention, during the Term, to fully and timely meet the
                    specifications and standards set forth in the Job
                    Description. The Employee shall not directly or indirectly
                    render any services of a business, commercial or
                    professional nature, to any other person, firm or
                    corporation, whether for compensation or otherwise, which
                    are in conflict with the Bank's interests.
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    C.        COMPENSATION
              ------------

              1.    The Employee will be paid a Base Pay of $45,000.00 per
                    annum.

              2.    The Employee will be paid commission according to the
                    following schedule:

                       a.   Loans: 30% of the net total fees, excluding any
                            premiums on the sale of government guaranteed loans
                            in the secondary market, earned by the Bank on loans
                            originated by Employee; that is, loans booked by the
                            Bank or loans placed with other lenders on behalf of
                            the Bank by the substantial effort of the Employee,
                            regardless of the source of the loan application.

                       b.   Other: Commissions may be earned for ancillary
                            services generated by employee subject to future
                            negotiations when services are available.

    D.        EMPLOYEE BENEFITS
              -----------------

              1.    Vacation. Employee is entitled to four (4) weeks of paid
vacation at the Base Pay in effect at the time the vacation is taken. Said
vacation should be scheduled at the convenience of the Bank in order to handle
the workload in a reasonable and timely manner.

              2.    Automobile. Employee will receive an automobile allowance of
$375 per month.

              3.    Group Medical and Life Insurance Benefits. The Bank shall
provide for Employee, medical and life insurance benefits equivalent to the
normal and customary benefits available from time to time under the California
Banker's Association Group insurance Program (or equivalent) for a salary level
equivalent to $100,000 per annum. The Bank's liability to Employee for any
breach of this Subsection shall be limited to the amount of premiums payable by
the Bank to obtain the coverage contemplated herein.

              4.    Use of Bank Facilities, Equipment, and Supplies. The Bank
will provide, and the Employee will have access to and use of, the facilities,
equipment, and supplies of the Bank, to the extent any salaried officer of the
Bank would have in the execution of his or her employment responsibilities
without the Bank being entitled to any compensation for the use thereof. The
facilities, equipment, and supplies shall include, but not necessarily be
limited to, a shared or unshared office, telephones (including land lines and
wireless telephonic devices) facsimile machines, copier(s), and any other
equipment and supplies made available by the Bank to facilitate its normal
business activities.

    E.        REIMBURSEMENT FOR BUSINESS EXPENSES
              -----------------------------------

              Employee shall be entitled to reimbursement by the Bank for any
ordinary and necessary business expenses incurred by Employee in the performance
of Employee's duties and in acting for the Bank during the Term, which types of
expenditures shall be determined by the Board of Directors, provided that:

              1.    Each such expenditure is of a nature qualifying it as a
proper deduction on the federal and state income tax returns of the Bank as a
business expense and not as compensation to Employee; and

              2.    Employee furnishes to the Bank adequate records and other
documentary evidence required by federal and state statutes and regulations
issued by the appropriate taxing authorities for the

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<PAGE>

substantiation of such expenditures as deductible business expenses of the Bank
and not as compensation to Employee.

    F.        TERMINATION
              -----------

              1.    Termination. The Bank may terminate this Agreement at any
time without further obligation or liability to Employee, by action of the Chief
Credit Officer, if Employee fails to perform or habitually neglects the duties
which he is required to perform hereunder if Employee engages in illegal
activity which materially adversely affects the Bank's reputation in the
community or which evidences the lack of Employee's fitness or ability to
perform Employee's duties as determined by the Chief Credit Officer in good
faith; any breach of fiduciary duty, dishonesty, deliberate or repeated
disregard of the policies or procedures of the Bank as adopted by the Board of
Directors or a committee thereof or refusal or failure to act in accordance with
any direction or order of the Board of Directors or a committee thereof of the
Bank, except those in contravention of any law or regulation; gross negligence
adversely impacting the Bank; willful breach of this Agreement or any other
willful misconduct; or if Employee is found to be physically or mentally
incapable (as hereinafter defined) of performing Employee's duties for a
continuous period of ninety (90) days or more by the Chief Credit Officer in
good faith. Such termination shall not prejudice any remedy, which the Bank may
have at law, in equity, or under this Agreement. Termination pursuant to this
Subsection F.1 shall become effective immediately upon notice of termination
from the Bank. Notwithstanding the foregoing, the Employee will be compensated
in accordance with paragraph C of this Agreement for each loan transaction that
closes after the effective date of termination that was processed by the
Employee under the terms of the Job Description; provided, however, that the
Risk Analysis Presentation for the loan transaction was approved by the Chief
Credit Officer on or prior to the termination date.

              For purposes of this Agreement only, physical or mental disability
shall be defined as Employee being unable to fully perform under this Agreement
for a continuous period of ninety (90) days. If there should be a dispute
between the Bank and Employee as to Employee's physical or mental disability for
purposes of this Agreement, the question shall be settled by the opinion of an
impartial reputable physician or psychiatrist agreed upon by the parties or
their representatives, or if the parties cannot agree within ten (10) days after
a request for designation of such party, then by a physician or psychiatrist
designated by the San Joaquin Medical Association. The certification of such
physician or psychiatrist as to the question in dispute shall be final and
binding upon the parties hereto.

              Employee reserves the right to terminate this agreement at any
time for any reason subject to a 30-day notification. Said notification shall be
in writing and delivered to the Chief Credit Officer at the address of 60 W.
10th Street, Tracy, CA 95376.

              2.    Action by Supervisory Authority. If the Bank is closed or
taken over by the California Department of Financial Institutions or other
supervisory authority, including the Federal Deposit Insurance Corporation, such
bank supervisory authority may immediately terminate this Agreement without
further liability or obligation to Employee.

              3.    Merger or Corporate Dissolution. In the event of a merger
where the Bank is not the surviving corporation or a consolidation or a transfer
of all or substantially all of the assets of the Bank, or any other corporate
reorganization where there is a change in ownership of at least twenty-five
percent (25%) of the outstanding stock of the Bank, except as may result from a
transfer of shares to another corporation in exchange for at least eighty
percent (80%) control of that corporation, or in the event of the dissolution of
the Bank, this Agreement may be terminated without further liability to Employee
by the Bank or the surviving bank. Notwithstanding the foregoing, this Section
F.3. shall not be applicable in the event of the formation of a bank holding
company for the Bank wherein the shareholders of the Bank maintain the same
percentage of ownership of the bank holding company.

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<PAGE>

              4.    Termination Without Cause. Notwithstanding anything to the
contrary contained herein, it is agreed by the parties hereto that the Bank may
at any time elect to terminate this Agreement and Employee's employment by the
Bank for any reason by action of its Chief Credit Officer.

    G.        GENERAL PROVISIONS
              ------------------

              1.    Proprietary and Confidential Knowledge. During the Term,
Employee will have access to and become acquainted with what Employee and the
Bank acknowledge to be proprietary and confidential knowledge, to wit, data and
information concerning the Bank, including its operations and business, and the
identity of customers of the Bank, including knowledge of their financial
condition, their financial needs, as well as their methods of doing business.
Employee shall not disclose any of the aforesaid proprietary and confidential
knowledge, directly or indirectly, or use them in any way, either during the
Term or for a period of one (1) year after the termination of this Agreement,
except as required in the course of Employee's employment with the Bank.

              2.    Indemnification. To the extent permitted by law, applicable
statutes and the Bylaws or resolutions of the Bank in effect from time to time,
the Bank will indemnify Employee against liability or loss arising out of
Employee's actual or asserted misfeasance or non-feasance in the performance of
Employee's duties or out of any actual or asserted wrongful act against, or by,
the Bank including but not limited to judgment, fines, settlements and expenses
incurred in the defense of actions, proceedings and appeals therefrom. The
provisions of this Subsection shall apply to the estate, executor,
administrator, heirs, legatees or devisees of Employee.

              3.    Return of Documents. Unless otherwise agreed to in writing
by the Bank and the Employee, the Employee expressly agrees that all manuals,
documents, files, reports, studies, instruments or other materials used and/or
developed by Employee during the Term are solely the property of the Bank, and
that Employee has no right, title or interest therein. Upon termination of this
Agreement, Employee or Employee's representative shall promptly deliver
possession of all of said property to the Bank in good condition.
Notwithstanding the foregoing, the Employee from time to time may create or
modify a system or procedure to be used by the Bank and the Employee in the
execution of the Job Description. The Employee may use such systems and
procedures materially created or modified by the Employee in employment
activities unrelated to the specific business of the Bank.

              4.    Notices. Any notice, request, demand or other communication
required or permitted hereunder shall be deemed to be properly given when
personally served in writing, when deposited in the United State mail by either
certified or registered mail with return receipt requested, postage prepaid, or
when communicated to a public telegraph company for transmittal, addressed to
the party at the address appearing at the end of this Agreement. Either party
may change its address by written notice in accordance with this Subsection.

              5.    California Law. This Agreement is to be governed by and
construed under the laws of the State of California.

              6.    Captions and Section Headings. Captions and section headings
used herein are for convenience only and are not a part of this Agreement and
shall not be used in construing it.

              7.    Invalid Provisions. Should any provision of this Agreement
for any reason be declared invalid, void, or unenforceable by a court of
competent jurisdiction, the validity and binding effect of any remaining portion
shall not be affected, and the remaining portions of this Agreement shall remain
in full force and effect as if this Agreement had been executed with said
provision eliminated.

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<PAGE>

              8.    Entire Agreement. This Agreement contains the entire
agreement of the parties. It supersedes any and all other agreements, either
oral or in writing, between the parties hereto with respect to the employment of
Employee by the Bank. Each party to this Agreement acknowledges that no
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
embodied herein, and that no other agreement, statement, or promise not
contained in this Agreement shall be valid or binding. This Agreement may not be
modified or amended by oral agreement, but only by an agreement in writing
signed by the Bank and Employee.

              9.    Receipt of Agreement. Each of the parties hereto
acknowledges that he has read this Agreement in its entirety and does hereby
acknowledge receipt of a fully executed copy thereof. A fully executed copy
shall be an original for all purposes, and is a duplicate original.

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


         Service 1st Bank                      Dennis A. Reed


/s/ PATRICK CARMAN                             /s/ DENNIS A. REED
------------------------------------           ---------------------------------
Patrick Carman, Chief Credit Officer           Dennis A. Reed
60 W. 10th  Street                             3785 Middlefield Road
Tracy, CA 95376                                Palo Alto, CA 94303



Attachment - Job Description

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