EMPLOYMENT AGREEMENT

This EMPLOYMENT  AGREEMENT  ("Agreement") is made and entered into as of the 1st
day of  January,  1995,  between The Bank of  Commerce,  N.A.  ("Bank"),  Auburn
Bancorp ("Bancorp"),  (collectively referred to herein as "Employers"), and John
G. Briner (hereinafter referred to as "Executive").

                                   WITNESSETH:
WHEREAS,   Employers  are  desirous  of  employing  Executive  in  the  capacity
hereinafter  stated,  and  Executive is desirous of  continuing in the employ of
Employers in such  capacity,  for the period and on the terms and conditions set
forth herein;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
conditions herein contained,  the parties hereto, intending to be legally bound,
do hereby agree as follows:

1.      EMPLOYMENT
Employers  hereby  employ  Executive  as their  President  and  Chief  Executive
Officer, and Executive accepts the duties that are customarily  performed by the
President and Chief Executive Officer of a national banking association and bank
holding  company and accepts all other duties  described  herein,  and agrees to
discharge the same faithfully and to the best of his ability and consistent with
the highest and best standards of the banking  industry,  in accordance with the
policies of  Employers'  Boards of Directors as  established,  and in compliance
with  all  laws  and  Bank's  Articles  of  Association,  Bylaws,  Policies  and
Procedures  and  Bancorp's  Articles  of  Incorporation,  Bylaws,  Policies  and
Procedures.  Executive  shall devote his full business time and attention to the
business and affairs of Employers for which he is employed and shall perform the
duties  thereof to the best of his  ability.  Except as  permitted  by the prior
written consent of Employers' Boards of Directors,  Executive 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

AUB-05259410.1-12/9
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are in conflict with  Employers'  interests.  Executive shall perform such other
duties  as  shall  be from  time to time  prescribed  by  Employers'  Boards  of
Directors.

Executive  shall  have such  responsibility  and duties  and such  authority  to
transact  business on behalf of Employers,  as are  customarily  incident to the
office  of  President  and  Chief  Executive   Officer  of  a  national  banking
association and a bank holding company.

2.      TERM
Employers hereby employ Executive,  and Executive hereby accepts employment with
Employers for the period of five (5) years (the "Term"),  commencing  January 1,
1995 with such Term being subject to prior termination as hereinafter  provided.
Where used herein,  "Term"  shall refer to the entire  period of  employment  of
Executive  by  Employers,  whether  for the period  provided  above,  or whether
terminated earlier as hereinafter  provided,  or extended by mutual agreement in
writing by Employers and Executive.

3.      COMPENSATION
In  consideration  for all services to be rendered by  Executive  to  Employers,
Employers  agree to pay Executive a starting  base salary of One Hundred  Twenty
Thousand Dollars  ($120,000) per year,  commencing  January 1, 1995.  Employers'
Boards  of  Directors  shall in their  discretion  determine  any  increases  in
Executive's  base salary after the first  anniversary  of the Term.  Executive's
salary shall be paid  semi-monthly.  Employers shall deduct  therefrom all taxes
which may be required to be deducted or withheld  under any provision of the law
(including,  but not  limited  to,  social  security  payments  and  income  tax
withholding) now in effect or which may become effective anytime during the term
of this Agreement.

Executive  shall  be  entitled  to  participate  in any and all  other  employee
benefits  and plans that may be  developed  and adopted by  Employers  and which
Executive is eligible to participate.

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4.      BONUS AND SALARY CONTINUATION PLAN
Executive shall be entitled to participate in Bank's current existing  Executive
Compensation Plan ("Bonus Plan").  In addition,  Bank and Executive have entered
into a salary continuation agreement which shall be governed by its own terms.

5.      STOCK OPTION
Bancorp's  Board of Directors may grant  Executive  additional  stock options to
purchase  shares of Bancorp's  common stock, at the price per share to be set at
the market value per share of  Bancorp's  common stock at the time of the grant.
The terms of the stock option grant, including the numbers of shares that may be
acquired  thereunder  shall be determined by Bancorp's Board of Directors in its
discretion.

6.      AUTOMOBILE AND REIMBURSEMENT
Employers  agree to  provide  Executive  with a current  American  model  luxury
automobile which shall be used primarily in connection with Employers' business.
Executive  shall  be  responsible  for all  costs  associated  with  Executive's
personal use of such automobile.

Employers agree to reimburse  Executive for all ordinary and necessary  expenses
incurred by Executive on behalf of Employers, including entertainment, meals and
travel expenses.  Any costs incurred by Executive for conventions,  meetings and
seminars will be reimbursed as well as special  social  entertainment  expenses,
provided Employers' Boards of Directors approve such.

7.      INSURANCE
Employers agree to continue to provide  Executive with health and life insurance
benefits which are now or may  hereinafter be in effect for all other  full-time
employees.  Employers may also apply for a "keyman" life  insurance  policy with
Employers as beneficiaries of the policy.

8.      VACATION
Executive  shall be entitled to accrue up to four (4) weeks vacation during each
year of the Term with at least two (2) weeks to be

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taken in a consecutive  period.  Vacation  benefits  shall not accrue above four
weeks at any time.  Employers'  Boards of Directors,  in their  discretion,  may
waive the provision with respect to unused vacation time.

9.      TERMINATION
Employers  shall  have the  right to  terminate  this  Agreement  for any of the
following reasons by serving written notice upon Executive:
        (a)    willful  breach  of,  habitual  neglect  of,  willful  failure to
               perform,   or  inability  to  perform,   Executive's  duties  and
               obligations as President and Chief Executive Officer;

        (b)    illegal conduct, constituting a crime involving moral
               turpitude, conviction of a felony, or any conduct
               detrimental to the interests of Employers;

        (c)    physical or mental disability  rendering  Executive  incapable of
               performing his duties for a consecutive period of 180 days, or by
               death.  In the event of such  disability,  Employers will provide
               salary  continuation  for 180  days,  less  accrued  sick  leave.
               Accrued  sick leave is to be utilized  until  exhausted  prior to
               salary continuation provided herein; or

        (d)    determination   by  Employers'   Boards  of  Directors  that  the
               continued  employment  of  Executive is  detrimental  to the best
               interests  of  Employers,   or  for  any  reason   whatsoever  as
               determined by Employers'  Boards of Directors and in the sole and
               absolute discretion of Employers' Boards of Directors.

In the event this  Agreement is terminated  for any of the reasons  specified in
the paragraphs (a), (b), or (c) above,  Executive will be paid two weeks' salary
calculated as of the date of  Executive's  termination,  plus any pay in lieu of
vacation  accrued  to,  but  not  taken  as of the  date  of  termination.  Such
termination  pay shall be considered to be in full and complete  satisfaction of
any and all rights which  Executive may enjoy under the terms of this  Agreement
other than rights,  if any, to exercise any of the stock options vested prior to
such  termination.  The insurance  benefits provided herein shall be extended at
Employers'  sole  cost  until  the  end of  the  month  in  which  Executive  is
terminated.

In the event this Agreement is terminated for any reason  specified in paragraph
(d) above, Executive shall be entitled to termination

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pay in an amount equal to two (2) years of Executive's  then base annual salary.
Such termination pay shall be paid in one lump sum and shall be considered to be
in full and  complete  satisfaction  of any and all rights which  Executive  may
enjoy under the terms of this  Agreement  including  any pay in lieu of vacation
accrued to, but not taken as of the date of termination,  other than rights,  if
any, to exercise any of the stock options vested prior to such termination.

Where  termination is pursuant to paragraph (d), above,  the insurance  benefits
provided  herein shall be extended at Employers'  sole cost for the remainder of
the month and six (6) full months following the date of termination.

Executive shall give one hundred twenty (120) days prior notice, in writing,  to
Employers in the event Executive resigns or voluntarily terminates employment.

Notwithstanding  anything to the  contrary,  this section shall not apply in the
event of an Acquisition as that term is defined in Section 10 herein,  and after
an Acquisition  the  provisions of Section 10 shall apply to any  termination of
Executive's employment with Employers as provided for in this Agreement.

10.     ACQUISITION  OR  DISSOLUTION  OF  EMPLOYERS
This  Agreement  shall  not  be  terminated  by  the  voluntary  or  involuntary
dissolution  of  Employers.   Notwithstanding   the  foregoing,   in  the  event
proceedings   for   liquidation   of  Employers   are  commenced  by  regulatory
authorities,  this  Agreement  and  all  rights  and  benefits  hereunder  shall
terminate.  In the event of any merger or consolidation  where Employers are not
the   surviving  or  resulting   corporations,   or  upon  transfer  of  all  or
substantially  all of the  assets of  Employers  (any of these  events  shall be
referred to as an  "Acquisition"),  this Agreement shall continue and be in full
force and effect.  In the event of an Acquisition,  if Executive is not retained
by the resulting  corporation  for the remaining  period of this  Agreement in a
position comparable to that of the highest level vice president of the resulting
corporation or

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a lower  position as may be accepted by  Executive,  the  resulting  corporation
shall pay  Executive  a lump sum  amount in cash equal to the sum of (i) two (2)
years of Executive's  base annual salary based on Executive's base annual salary
immediately  prior  to the  Acquisition,  (ii)  the  amount  necessary  to cover
Executive's  federal  and  California  state  income  taxes on two (2)  years of
Executive's base annual salary as computed in subclause (i) and (iii) the amount
necessary to cover any "golden parachute taxes" that may be assessed pursuant to
Section 280G of the Internal  Revenue Code of 1986, as amended from time to time
on such lump sum payment to Executive.  The resulting corporation may substitute
a legal  opinion  of a major  law  firm  acceptable  to  Executive  that  states
unequivocally  that  no  "golden  parachute  taxes"  will  be  assessed  against
Executive  in lieu of the  payment  of  "golden  parachute  taxes"  that  may be
assessed against Executive.  Such lump sum payment shall be paid within ten (10)
days of the  date of  Executive's  employment  is  terminated  by the  resulting
corporation or Executive's voluntary termination if Executive leaves voluntarily
because of a change in Executive's position with the resulting  corporation such
that  Executive  is no longer in a position  comparable  to that of the  highest
level vice  president of the resulting  corporation  or a position that had been
accepted by  Executive.  The lump sum payment  shall be considered to be in full
and complete  satisfaction of any and all rights which Executive may enjoy under
the terms of this Agreement,  other than (i) rights under the Executive's salary
continuation  agreement  and (ii)  rights,  if any, to exercise any of the stock
options vested prior to such termination.

11.     INDEMNIFICATION
To the extent permitted by law, Employers 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  Employers  are  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 interest of Employers (and with respect to a

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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 employee of
Employers.

12.     RETURN OF DOCUMENTS
Executive expressly agrees that all manuals, documents, files, reports, studies,
instruments or other  materials  used or developed by Executive  during the Term
are solely the  property of  Employers,  and  Executive  has no right,  title or
interest therein.  Upon termination of this Agreement,  Executive or Executive's
representatives  shall  promptly  deliver  possession of all of said property to
Employers in good condition.

13.     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 U.S. mail, postage prepaid, or when communicated
to a public telegraph company for transmittal, addressed as follows:

        To Bank:                    The Bank of Commerce, N.A.
                                    540 Wall St.
                                    Auburn, California 95603
                                    Attention:  Board of Directors

        To Bancorp:                 Auburn Bancorp
                                    540 Wall St.
                                    Auburn, California 95603
                                    Attention:  Board of Directors

        To Executive:               John G. Briner
                                    P.O. Box 6761
                                    Auburn, California 95604

Any party  hereto may change its or his address for  purposes of this Section by
giving notice in accordance herewith.

14.     BENEFIT OF AGREEMENT
This  Agreement  shall inure to the  benefit of and be binding  upon the parties
hereto and their respective executors, administrators, successors and assigns.

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15.     APPLICABLE LAW
This Agreement is made and entered into in the State of California, and the laws
of said State shall  govern the  validity  and  interpretation  hereof,  and the
performance of the parties hereto and their  respective  duties and  obligations
hereunder, except to the extent modified by applicable provisions of Title 12 of
the United States Code.

16.     CAPTIONS AND PARAGRAPH HEADINGS
Captions and paragraph headings used herein are for convenience only and are not
a part of this Agreement and shall not be used in construing it.

17.     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  portions  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.

18.     ENTIRE AGREEMENT
This  Agreement  contains the entire  agreement of the parties and it supersedes
any and all other  agreements,  either oral or in  writing,  between the parties
hereto with respect to the  employment  of Executive  by  Employers,  except for
Executive's  existing salary  continuation  agreement and stock option agreement
and except to the extent that it is contemplated  that Executive and Bancorp may
enter into an additional  stock option  agreement.  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 Employers and Executive.



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19.     CONFIDENTIALITY
This   Agreement   is  to  be  held   confidential.   Willful   breach  of  such
confidentiality by Executive will be subject to termination under the provisions
of 9(a) of this Agreement.

20.     ARBITRATION
Any  controversy or claim arising out of or relating to this  Agreement,  or the
breach  thereof,  shall be settled  pursuant to an  arbitration  agreement to be
entered into by the parties, and in the event there is no arbitration agreement,
then in accordance with the rules of the American Arbitration  Association,  and
judgment upon the award  rendered by the  arbitrator(s)  may be entered into any
court having jurisdiction thereof.

21.     LEGAL COSTS
If either  Executive or Employers  commences an action against the other arising
out of or in connection with this Agreement,  the prevailing party(ies) shall be
entitled to have and recover from the losing  party(ies)  reasonable  attorney's
fees and costs of suit.

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

                                        THE BANK OF COMMERCE, N.A.




                                        By:  /s/  D. DWIGHT ODOM, M.D.
                                            ------------------------------
                                            D. Dwight Odom, M.D., Chairman


                                        AUBURN BANCORP



                                        By:  /s/  D. DWIGHT ODOM, M.D.
                                            ------------------------------
                                            D. Dwight Odom, M.D., Chairman



                                             /s/  JOHN G. BRINER
                                            -------------------------------
                                            John G. Briner 

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                              EMPLOYMENT AGREEMENT

This EMPLOYMENT  AGREEMENT  ("Agreement") is made and entered into as of the 6th
day of July, 1994, between The Bank of Commerce,  N.A. ("Bank"),  Auburn Bancorp
("Bancorp"),  (collectively referred to herein as "Employers"), and Mark A. Lund
(hereinafter referred to as "Executive").

                                   WITNESSETH:
WHEREAS,   Employers  are  desirous  of  employing  Executive  in  the  capacity
hereinafter  stated,  and  Executive is desirous of  continuing in the employ of
Employers in such  capacity,  for the period and on the terms and conditions set
forth herein;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
conditions herein contained,  the parties hereto, intending to be legally bound,
do hereby agree as follows:

1.      EMPLOYMENT
Employers  hereby employ  Executive as Bank's Executive Vice President and Chief
Credit Officer, and Executive accepts the duties that are customarily  performed
by the Chief Credit Officer of a national  banking  association  and accepts all
other duties  described  herein,  and agrees to continue to  discharge  the same
faithfully and to the best of his ability and consistent with past  performances
and the highest and best standards of the banking  industry,  in accordance with
the policies of Employers' Boards of Directors as established, and in compliance
with  all  laws  and  Bank's  Articles  of  Association,  Bylaws,  Policies  and
Procedures.  Executive  shall devote his full business time and attention to the
business and affairs of Employers for which he is employed and shall perform the
duties  thereof to the best of his  ability.  Except as  permitted  by the prior
written consent of Employers' Boards of Directors,  Executive 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 Employers'

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interests.  Executive  shall  perform such other duties as shall be from time to
time prescribed by Employers' Boards of Directors.

Executive  shall  have such  responsibility  and duties  and such  authority  to
transact  business on behalf of Employers,  as are  customarily  incident to the
office of Chief Credit Officer of a national banking association.

2.      TERM
Employers hereby employ Executive,  and Executive hereby accepts employment with
Employers for the period of three (3) years (the "Term"),  commencing January 1,
1995 with such Term being subject to prior termination as hereinafter  provided.
Where used herein,  "Term"  shall refer to the entire  period of  employment  of
Executive  by  Employers,  whether  for the period  provided  above,  or whether
terminated earlier as hereinafter  provided,  or extended by mutual agreement in
writing by Employers and Executive.

3.      COMPENSATION
In  consideration  for all services to be rendered by  Executive  to  Employers,
Employers agree to pay Executive a starting base salary of Eighty-Four  Thousand
Six Hundred Twenty-Five Dollars ($84,625) per year,  commencing January 1, 1995.
Employers' Boards of Directors shall in their discretion determine any increases
in Executive's base salary after the first anniversary of the Term.  Executive's
salary shall be paid  semi-monthly.  Employers shall deduct  therefrom all taxes
which may be required to be deducted or withheld  under any provision of the law
(including,  but not  limited  to,  social  security  payments  and  income  tax
withholding) now in effect or which may become effective anytime during the term
of this Agreement.

Executive  shall  be  entitled  to  participate  in any and all  other  employee
benefits  and plans that may be  developed  and adopted by  Employers  and which
Executive is eligible to participate.



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4.      BONUS AND SALARY CONTINUATION PLAN
Executive shall be entitled to participate in Bank's current existing  Executive
Compensation  Plan  ("Bonus  Plan").  Bank's  Board  of  Directors  may  in  its
discretion offer Executive a salary continuation/deferred compensation agreement
with the terms thereof to be determined.

5.      STOCK OPTION
Bancorp's  Board of Directors may grant  Executive  additional  stock options to
purchase  shares of Bancorp's  common stock, at the price per share to be set at
the market value per share of  Bancorp's  common stock at the time of the grant.
The terms of the stock option grant, including the numbers of shares that may be
acquired  thereunder  shall be determined by Bancorp's Board of Directors in its
discretion.

6.      AUTOMOBILE AND REIMBURSEMENT
Employers agree to provide Executive with a full-sized domestic automobile which
shall be used primarily in connection with Employers' business.  Executive shall
be responsible for all costs  associated with  Executive's  personal use of such
automobile.

Employers agree to reimburse  Executive for all ordinary and necessary  expenses
incurred by Executive on behalf of Employers, including entertainment, meals and
travel expenses.  Any costs incurred by Executive for conventions,  meetings and
seminars will be reimbursed as well as special  social  entertainment  expenses,
provided Employers' Boards of Directors approve such.

7.      INSURANCE
Employers agree to continue to provide  Executive with health and life insurance
benefits which are now or may  hereinafter be in effect for all other  full-time
employees.  Employers may also apply for a "keyman" life  insurance  policy with
Employers as beneficiaries of the policy.



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8.      VACATION
Executive  shall be entitled to accrue up to four (4) weeks vacation during each
year of the Term  with at  least  two (2)  weeks  to be  taken in a  consecutive
period.  Vacation  benefits  shall  not  accrue  above  four  weeks at any time.
Employers'  Boards of Directors,  in their  discretion,  may waive the provision
with respect to unused vacation time.

9.      TERMINATION
Employers  shall  have the  right to  terminate  this  Agreement  for any of the
following reasons by serving written notice upon Executive:
        (a)    willful  breach  of,  habitual  neglect  of,  willful  failure to
               perform,   or  inability  to  perform,   Executive's  duties  and
               obligations as Chief Credit Officer;

        (b)    illegal conduct, constituting a crime involving moral
               turpitude, conviction of a felony, or any conduct
               detrimental to the interests of Employers;

        (c)    physical or mental disability  rendering  Executive  incapable of
               performing his duties for a consecutive period of 180 days, or by
               death.  In the event of such  disability,  Employers will provide
               salary  continuation  for 180  days,  less  accrued  sick  leave.
               Accrued  sick leave is to be utilized  until  exhausted  prior to
               salary continuation provided herein; or

        (d)    determination   by  Employers'   Boards  of  Directors  that  the
               continued  employment  of  Executive is  detrimental  to the best
               interests  of  Employers,   or  for  any  reason   whatsoever  as
               determined by Employers'  Boards of Directors and in the sole and
               absolute discretion of Employers' Boards of Directors.

In the event this  Agreement is terminated  for any of the reasons  specified in
the paragraphs (a), (b), or (c) above,  Executive will be paid two weeks' salary
calculated as of the date of  Executive's  termination,  plus any pay in lieu of
vacation  accrued  to,  but  not  taken  as of the  date  of  termination.  Such
termination  pay shall be considered to be in full and complete  satisfaction of
any and all rights which  Executive may enjoy under the terms of this  Agreement
other than rights,  if any, to exercise any of the stock options vested prior to
such  termination.  The insurance  benefits provided herein shall be extended at
Employers'  sole  cost  until  the  end of  the  month  in  which  Executive  is
terminated.

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In the event this Agreement is terminated for any reason  specified in paragraph
(d) above,  Executive  shall be entitled to  termination  pay which shall be the
lesser of (i) six months of the then base annual  salary due  Executive  or (ii)
the amount that would be due  Executive  for serving the  remainder  of the Term
pursuant to this Agreement.  Such  termination pay shall be paid in one lump sum
and shall be considered to be in full and complete  satisfaction  of any and all
rights which Executive may enjoy under the terms of this Agreement including any
pay in lieu of vacation accrued to, but not taken as of the date of termination,
other than rights,  if any, to exercise any of the stock options vested prior to
such termination.

Where  termination is pursuant to paragraph (d), above,  the insurance  benefits
provided  herein shall be extended at Employers'  sole cost for the remainder of
the month and three (3) full months following the date of termination.

Executive shall give thirty (30) days prior notice, in writing,  to Employers in
the event Executive resigns or voluntarily terminates employment.

10.     ACQUISITION  OR  DISSOLUTION  OF  EMPLOYER
This  Agreement  shall  not  be  terminated  by  the  voluntary  or  involuntary
dissolution  of  Employers.   Notwithstanding   the  foregoing,   in  the  event
proceedings   for   liquidation   of  Employers   are  commenced  by  regulatory
authorities,  this  Agreement  and  all  rights  and  benefits  hereunder  shall
terminate.  In the event of any merger or consolidation  where Employers are not
the   surviving  or  resulting   corporations,   or  upon  transfer  of  all  or
substantially  all of the assets of Employers,  and Executive is not retained by
the resulting  corporation in a position  satisfactory  to Executive,  Executive
shall be paid an amount equal to nine (9) months of Executive's then base annual
salary,  or the then base annual  salary due  Executive for the remainder of the
Term,  whichever is less, subject however,  to a minimum amount equal to six (6)
months of  Executive's  then base annual salary should the remaining Term be six
(6) months or less.  Such lump sum payment shall be considered to be in full and
complete satisfaction of any and all rights which

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Executive  may enjoy under the terms of this  Agreement,  other than rights,  if
any, to exercise any of the stock options vested prior to such termination.

11.     INDEMNIFICATION
To the extent permitted by law, Employers 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  Employers  are  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  interest  of  Employers  (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 employee of Employers.

12.     RETURN OF DOCUMENTS
Executive expressly agrees that all manuals, documents, files, reports, studies,
instruments or other  materials  used or developed by Executive  during the Term
are solely the  property of  Employers,  and  Executive  has no right,  title or
interest therein.  Upon termination of this Agreement,  Executive or Executive's
representatives  shall  promptly  deliver  possession of all of said property to
Employers in good condition.

13.     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 U.S. mail, postage prepaid, or when communicated
to a public telegraph company for transmittal, addressed as follows:

        To Bank:                    The Bank of Commerce, N.A.
                                    540 Wall St.
                                    Auburn, California 95603
                                    Attention:  Board of Directors


                                      E-15

<PAGE>



        To Bancorp:                 Auburn Bancorp
                                    540 Wall St.
                                    Auburn, California 95603
                                    Attention:  Board of Directors

        To Executive:               Mark A. Lund
                                    14920 Pammy Way
                                    Grass Valley, California 95949

Any party  hereto may change its or his address for  purposes of this Section by
giving notice in accordance herewith.

14.     BENEFIT OF AGREEMENT
This  Agreement  shall inure to the  benefit of and be binding  upon the parties
hereto and their respective executors, administrators, successors and assigns.

15.     APPLICABLE LAW
This Agreement is made and entered into in the State of California, and the laws
of said State shall  govern the  validity  and  interpretation  hereof,  and the
performance of the parties hereto and their  respective  duties and  obligations
hereunder, except to the extent modified by applicable provisions of Title 12 of
the United States Code.

16.     CAPTIONS AND PARAGRAPH HEADINGS
Captions and paragraph headings used herein are for convenience only and are not
a part of this Agreement and shall not be used in construing it.

17.     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  portions  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.


                                      E-16

<PAGE>



18.     ENTIRE AGREEMENT
This  Agreement  contains the entire  agreement of the parties and it supersedes
any and all other  agreements,  either oral or in  writing,  between the parties
hereto with respect to the  employment of Executive by Employers,  except to the
extent that it is contemplated that Executive and Bancorp may enter into a stock
option   agreement.   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 Employers and Executive.

19.     CONFIDENTIALITY
This   Agreement   is  to  be  held   confidential.   Willful   breach  of  such
confidentiality by Executive will be subject to termination under the provisions
of 9(a) of this Agreement.

20.     ARBITRATION
Any  controversy or claim arising out of or relating to this  Agreement,  or the
breach  thereof,  shall be settled  pursuant to an  arbitration  agreement to be
entered into by the parties, and in the event there is no arbitration agreement,
then in accordance with the rules of the American Arbitration  Association,  and
judgment upon the award  rendered by the  arbitrator(s)  may be entered into any
court having jurisdiction thereof.

21.     LEGAL COSTS
If either  Executive or Employers  commences an action against the other arising
out of or in connection with this Agreement,  the prevailing party(ies) shall be
entitled to have and recover from the losing  party(ies)  reasonable  attorney's
fees and costs of suit.


                                      E-17

<PAGE>






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

                                        THE BANK OF COMMERCE, N.A.





                                        By: /s/ D. DWIGHT ODOM, M.D.
                                           ______________________________
                                           D. Dwight Odom, M.D., Chairman

                                           AUBURN BANCORP





                                        By: /s/ D. DWIGHT ODOM, M.D.
                                           _______________________________
                                           D. Dwight Odom, M.D., Chairman



                                           MARK A. LUND

                                           /s/ MARK A. LUND
                                           -------------------------------


                                      E-18

<PAGE>



                              EMPLOYMENT AGREEMENT


This EMPLOYMENT AGREEMENT  ("Agreement") is made and entered into as of the 19th
day of December,  1995,  between The Bank of  Commerce,  N.A.  ("Bank"),  Auburn
Bancorp ("Bancorp"),  (collectively  referred to as "Employers"),  and Thomas L.
Walker ("Executive").

                                   WITNESSETH:
WHEREAS,   Employers  are  desirous  of  employing  Executive  in  the  capacity
hereinafter  stated,  and  Executive is desirous of  continuing in the employ of
Employers in such  capacity,  for the period and on the terms and conditions set
forth herein;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
conditions herein contained,  the parties hereto, intending to be legally bound,
do hereby agree as follows:

1.      EMPLOYMENT
Employers  hereby employ  Executive as Bank's Executive Vice President and Chief
Financial  Officer,  and  Executive  accepts  the  duties  that are  customarily
performed by the  Executive  Vice  President  and Chief  Financial  Officer of a
national banking  association and accepts all other duties described herein, and
agrees to  continue  to  discharge  the same  faithfully  and to the best of his
ability and consistent with past performances and the highest and best standards
of the banking industry, in accordance with the policies of Employers' Boards of
Directors as established, and in compliance with all laws and Bank's Articles of
Association,  Bylaws,  Policies and Procedures.  Executive shall devote his full
business  time and  attention to the business and affairs of Employers for which
he is employed and shall perform the duties  thereof to the best of his ability.
Except as  permitted  by the  prior  written  consent  of  Employers'  Boards of
Directors,  Executive 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
Employers' interests. Executive shall perform such other duties as shall be from
time to time prescribed by Employers' Boards of Directors.



                                      E-19

<PAGE>



Executive  shall  have such  responsibility  and duties  and such  authority  to
transact  business on behalf of Employers,  as are  customarily  incident to the
office of Executive  Vice  President and Chief  Financial  Officer of a national
banking association.

2.      TERM
Employers hereby employ Executive,  and Executive hereby accepts employment with
Employers,  for the period of three (3) years (the "Term") commencing January 1,
1996, with such Term being subject to prior termination as hereinafter provided.
Where used herein,  "Term"  shall refer to the entire  period of  employment  of
Executive  by  Employers,  whether  for the period  provided  above,  or whether
terminated earlier as hereinafter  provided,  or extended by mutual agreement in
writing by Employers and Executive.

3.      COMPENSATION
In  consideration  for all services to be rendered by  Executive  to  Employers,
Employers agree to pay Executive a starting base salary of Eighty-Three Thousand
One Hundred Dollars ($83,100) per year,  commencing January 1, 1996.  Employers'
Boards  of  Directors  shall in their  discretion  determine  any  increases  in
Executive's  base salary after the first  anniversary  of the Term.  Executive's
salary shall be paid  semi-monthly.  Employers shall deduct  therefrom all taxes
which may be required to be deducted or withheld  under any provision of the law
(including,  but not  limited  to,  social  security  payments  and  income  tax
withholding)  now in effect or which may become  effective  any time  during the
term of this Agreement.

Executive  shall  be  entitled  to  participate  in any and all  other  employee
benefits and plans that may be developed  and adopted by Employers  and in which
Executive is eligible to participate.

4.      BONUS AND SALARY CONTINUATION PLAN
Executive  shall  be  entitled  to  participate  in  Bank's  existing  Executive
Compensation  Plan  ("Bonus  Plan").  Bank's  Board  of  Directors  may  in  its
discretion offer Executive a salary continuation/deferred compensation agreement
with the terms thereof to be determined.

                                      E-20

<PAGE>



5.      STOCK OPTION
Bancorp's  Board of Directors may grant  Executive  additional  stock options to
purchase  shares of Bancorp's  common stock, at the price per share to be set at
the market value per share of  Bancorp's  common stock at the time of the grant.
The terms of the stock option grant, including the numbers of shares that may be
acquired thereunder,  shall be determined by Bancorp's Board of Directors in its
discretion.

6.      AUTOMOBILE AND REIMBURSEMENT
Employers agree to provide Executive with a full-sized domestic automobile which
shall be used primarily in connection with Employers' business.  Executive shall
be responsible for all costs  associated with  Executive's  personal use of such
automobile.

Employers agree to reimburse  Executive for all ordinary and necessary  expenses
incurred by Executive on behalf of Employers, including entertainment, meals and
travel expenses.  Any costs incurred by Executive for conventions,  meetings and
seminars will be reimbursed as well as special  social  entertainment  expenses,
provided Employers' Boards of Directors approve such.

7.      INSURANCE
Employers agree to continue to provide  Executive with health and life insurance
benefits which are now or may  hereinafter be in effect for all other  full-time
employees.  Employers may also apply for a "keyman" life  insurance  policy with
Employers as beneficiaries of the policy.

8.      VACATION
Executive shall be entitled to accrue up to four (4) weeks' vacation during each
year of the Term  with at  least  two (2)  weeks  to be  taken in a  consecutive
period.  Vacation  benefits  shall  not  accrue  above  four  weeks at any time.
Employers'  Boards of Directors,  in their  discretion,  may waive the provision
with respect to unused vacation time.

9.      TERMINATION
Employers  shall  have the  right to  terminate  this  Agreement  for any of the
following reasons by serving written notice upon Executive:

                                      E-21

<PAGE>




        a.     willful  breach  of,  habitual  neglect  of,  willful  failure to
               perform,   or  inability  to  perform,   Executive's  duties  and
               obligations  as  Executive  Vice  President  and Chief  Financial
               Officer;

        b.     illegal conduct constituting a crime involving moral turpitude,
               conviction of a felony, or any conduct detrimental to the
               interests of Employers;

        c.     physical or mental disability  rendering  Executive  incapable of
               performing his duties for a consecutive period of 180 days, or by
               death.  In the event of such  disability,  Employers will provide
               salary  continuation  for 180  days,  less  accrued  sick  leave.
               Accrued  sick leave is to be utilized  until  exhausted  prior to
               salary continuation provided herein; or

        d.     determination   by  Employers'   Boards  of  Directors  that  the
               continued  employment  of  Executive is  detrimental  to the best
               interests  of  Employers,   or  for  any  reason   whatsoever  as
               determined by Employers'  Boards of Directors and in the sole and
               absolute discretion of Employers' Boards of Directors.

In the event this  Agreement is terminated  for any of the reasons  specified in
the  paragraphs  a, b or c  above,  Executive  will be paid  two  weeks'  salary
calculated as of the date of  Executive's  termination,  plus any pay in lieu of
vacation  accrued  to,  but not  taken  as of,  the  date of  termination.  Such
termination  pay shall be considered to be in full and complete  satisfaction of
any and all rights which  Executive may enjoy under the terms of this  Agreement
other than rights,  if any, to exercise any of the stock options vested prior to
such  termination.  The insurance  benefits provided herein shall be extended at
Employers'  sole  cost  until  the  end of  the  month  in  which  Executive  is
terminated.

In the event this Agreement is terminated for any reason  specified in paragraph
(d) above,  Executive  shall be entitled to  termination  pay which shall be the
lesser of (i) six months of the then base annual salary due  Executive,  or (ii)
the amount that would be due  Executive  for serving the  remainder  of the Term
pursuant to this Agreement.  Such  termination pay shall be paid in one lump sum
and shall be considered to be in full and complete  satisfaction  of any and all
rights which Executive may enjoy under the terms of this Agreement including any
pay in  lieu  of  vacation  accrued  to,  but  not  taken  as of,  the  date  of
termination,  other than rights,  if any, to exercise  any of the stock  options
vested prior to such termination.


                                      E-22

<PAGE>



Where  termination is pursuant to paragraph (d), above,  the insurance  benefits
provided  herein shall be extended at Employers'  sole cost for the remainder of
the month and three (3) full months following the date of termination.

Executive shall give thirty (30) days' prior notice, in writing, to Employers in
the event Executive resigns or voluntarily terminates employment.

10.     ACQUISITION OR DISSOLUTION OF EMPLOYER
This  Agreement  shall  not  be  terminated  by  the  voluntary  or  involuntary
dissolution  of  Employers.   Notwithstanding   the  foregoing,   in  the  event
proceedings   for   liquidation   of  Employers   are  commenced  by  regulatory
authorities,  this  Agreement  and  all  rights  and  benefits  hereunder  shall
terminate.  In the event of any merger or consolidation  where Employers are not
the   surviving  or  resulting   corporations,   or  upon  transfer  of  all  of
substantially  all of the assets of Employers  and  Executive is not retained by
the resulting  corporation in a position  satisfactory  to Executive,  Executive
shall be paid an amount equal to nine (9) months of Executive's then base annual
salary,  or the then base annual  salary due  Executive for the remainder of the
Term, whichever is less, subject,  however, to a minimum amount equal to six (6)
months of  Executive's  then base annual salary should the remaining Term be six
(6) months or less.  Such lump sum payment shall be considered to be in full and
complete  satisfaction of any and all rights which Executive may enjoy under the
terms of this Agreement, other than rights, if any, to exercise any of the stock
options vested prior to such termination.

11.     INDEMNIFICATION
To the extent permitted by law, Employers 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  Employers  are  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  interest  of  Employers  (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 employee of Employers.



                                      E-23

<PAGE>



12.     RETURN OF DOCUMENTS
Executive expressly agrees that all manuals, documents, files, reports, studies,
instruments or other  materials  used or developed by Executive  during the Term
are solely the  property of  Employers,  and  Executive  has no right,  title or
interest therein.  Upon termination of this Agreement,  Executive or Executive's
representatives  shall  promptly  deliver  possession of all of said property to
Employers in good condition.

13.     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 U.S. mail, postage prepaid, or when communicated
to a public telegraph company for transmittal, addressed as follows:

             To Bank:             The Bank of Commerce, N.A.
                                  Attention: Board of Directors
                                  540 Wall Street
                                  Auburn, California 95603

             To Bancorp:          Auburn Bancorp
                                  Attention: Board of Directors
                                  540 Wall Street
                                  Auburn, California 95603

             To Executive:        Thomas L. Walker
                                  11215 Sunrise Ridge Circle
                                  Auburn, California 95603
Any party  hereto may change its or his address for  purposes of this Section by
giving notice in accordance herewith.

14.     BENEFIT OF AGREEMENT
This  Agreement  shall inure to the  benefit of and be binding  upon the parties
hereto and their respective executors, administrators, successors and assigns.

15.     APPLICABLE LAW
This Agreement is made and entered into in the State of California, and the laws
of  said  State  shall  govern  the  validity  and  interpretation  hereof,  the
performance of the parties hereto,  and their respective  duties and obligations
hereunder, except to the extent modified by applicable provisions of Title 12 of
the United States Code.



                                      E-24

<PAGE>



16.     CAPTIONS AND PARAGRAPH HEADINGS
Captions and paragraph headings used herein are for convenience only and are not
a part of this Agreement and shall not be used in construing it.

17.     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  portions  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.

18.     ENTIRE AGREEMENT
This  Agreement  contains the entire  agreement of the parties and it supersedes
any and all other  agreements,  either oral or in  writing,  between the parties
hereto with respect to the  employment of Executive by Employers,  except to the
extent that it is contemplated that Executive and Bancorp may enter into a stock
option   agreement.   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 Employers and Executive.

19.     CONFIDENTIALITY 
This   Agreement   is  to  be  held   confidential.   Willful   breach  of  such
confidentiality by Executive will be subject to termination under the provisions
of 9.a. of this Agreement.

20.     ARBITRATION
Any  controversy or claim arising out of or relating to this  Agreement,  or the
breach  thereof,  shall be settled  pursuant to an  arbitration  agreement to be
entered into by the parties, and in the event there is no arbitration agreement,
then in accordance with the rules of the American Arbitration  Association,  and
judgment upon the award  rendered by the  arbitrator(s)  may be entered into any
court having jurisdiction thereof.


                                      E-25

<PAGE>



21.     LEGAL COSTS
If either  Executive or Employers  commences an action against the other arising
out of or in connection with this Agreement,  the prevailing party(ies) shall be
entitled to have and recover from the losing  party(ies)  reasonable  attorney's
fees and costs of suit.

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

                                        THE BANK OF COMMERCE, N.A.



                                        By:  /s/  D. DWIGHT ODOM, M.D.
                                            ------------------------------
                                            D. Dwight Odom, M.D., Chairman



                                            AUBURN BANCORP



                                        By:  /s/  D. DWIGHT ODOM, M.D.
                                            ------------------------------
                                            D. Dwight Odom, M.D., Chairman


                            
                                             /s/  THOMAS L. WALKER
                                            ------------------------------
                                            Thomas L. Walker

                                      E-26