EXHIBIT 10(b)


                              EMPLOYMENT AGREEMENT


     This  Employment  Agreement (the  "Agreement") as originally made August 1,
2002,  and amended  February 12, 2003, by and between  Sutter  Holding  Company,
Inc.,  a  Delaware   corporation   ("Employer"),   and  William  G.  Knuff,  III
("Employee").

                                     Recital

     The Board of  Directors  of Employer  and  Employee  desire to enter into a
written  employment  agreement under which Employee is granted certain rights in
consideration of his service to Employer.

     NOW, THEREFORE,  in consideration of the mutual covenants contained herein,
the parties agree as follows:

     1.  Engagement.  Employer hereby engages  Employee to perform  services and
duties for  Employer in the  capacity of Co-Chief  Executive  Officer.  Employee
accepts such  engagement and hereby agrees to perform the duties,  undertake the
responsibilities and exercise the authority  customarily  performed,  undertaken
and exercised by persons  situated in a similar  executive  capacity.  Excluding
discretionary  periods  of  vacation  and sick  leave to which the  Employee  is
entitled,  the Employee  agrees to devote  reasonable  attention and time to the
business  and affairs of  Employer  to the extent  necessary  to  discharge  the
responsibilities assigned to the Employee hereunder.

     2. Term. The initial term of employment  under this Agreement  shall be for
the period commencing on the date hereof, and ending August 31, 2004;  provided,
however, that the term of this Agreement shall be automatically extended for one
(1) year on each  anniversary  this Agreement unless either Employer or Employee
shall have given  written  notice to the other at least  ninety  (90) days prior
thereto that the term of this Agreement shall not be so extended.

     3.  Compensation.  In  consideration  of the  services  to be  rendered  by
Employee,  Employer  shall  pay  Employee  an annual  base  salary of up to five
hundred  thousand  dollars (US  $500,000),  not to exceed the lesser of (i) 1.0%


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annually of  Employer's  reported  gross asset value,  or (ii) 5.0%  annually of
Employer's reported total shareholder's  equity,  payable monthly based upon the
ending  balance sheet for the previous  quarter.  Employer may in its discretion
from time to time increase,  but may not decrease,  Employee's base salary. Both
Employer and Employee note that it is possible for the Employee's  actual salary
to  decrease,  without  any  action  on the  part  of the  Employer's  Board  of
Directors,  since it is calculated based on Employer's  quarterly reported gross
asset value and shareholder's equity, which is subject to periodic fluctuation.

     4. Expenses.  Employee shall be entitled to receive prompt reimbursement of
all expenses  reasonably  incurred by him in connection  with the performance of
his duties  hereunder or for  promoting,  pursuing or otherwise  furthering  the
business or  interests  of  Employer.  Employer  may  require as a condition  to
reimbursement  the  submission of an expense  report  accompanied by appropriate
receipts or other suitable evidence of the expenditure.

     5. Benefits.  Employee  shall be entitled to receive all standard  benefits
offered by Employer to its employees and such other  benefits as Employer may in
its  discretion  provide  to  Employee,  including  bonuses  or other  incentive
compensation.  No bonus or incentive compensation shall be or be deemed to be an
increase in Employee's base salary.

     6.  Termination  Upon Disability or Death. In the event that Employee shall
become  disabled,  Employer may terminate  this  Agreement upon thirty (30) days
written notice to Employee. For purposes of this Agreement,  the term "disabled"
is used as defined in the Amended and  Restated  Shareholders'  Agreement  among
Employer and certain of its shareholders, including Employee, being entered into

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<PAGE>

contemporaneously with this Agreement.  If Employee dies during the term of this
Agreement or if this Agreement is terminated pursuant to the preceding sentence,
Employee  or his  estate  shall be paid as  additional  compensation  hereunder,
within  sixty  (60) days after such  termination,  an amount  equal to two times
Employee's  annual  base  salary as then in effect or the balance due under this
Agreement, whichever is greater.

     7. Termination for Cause. Employer may terminate its obligations under this
Agreement for cause upon thirty (30) days written  notice.  For purposes of this
Agreement,  "cause" means (a) continued  and  deliberate  neglect by Employee of
employment  duties  continuing  for thirty (30) days after  written  notice from
Employer  specifying  the  neglect;   (b)  willful  misconduct  of  Employee  in
connection with the performance of any of his duties;  (c) fraud,  embezzlement,
theft  or other  dishonesty  by  Employee  with  respect  to  Employer;  (d) the
commission by the Employer of any felony or any other crime involving dishonesty
or moral  turpitude;  or (e)  material  breach by  Employee of Section 9 of this
Agreement. Upon such termination,  all obligations of Employer to Employee under
this  Agreement,  except for any accrued and unpaid  salary or  benefits,  shall
cease  except as may  otherwise be required by law. If Employer  terminates  the
employment  of  Employee  pursuant  to this  Section 7,  Employee  shall have no
further  liability  or  obligations  to Employer  except his  obligations  under
Section 9. In any action or proceeding in which  Employer  asserts the existence
of cause for  termination,  whether  asserted  as a claim,  a  counterclaim,  an
affirmative defense, or otherwise,  Employer shall have the burden of proving by
clear and convincing evidence that cause for termination exists.

     8.  Voluntary  Termination.  If Employee  voluntarily  resigns or otherwise
voluntarily  leaves the employ of the Company in  violation  of this  Agreement,
Employer's obligations to Employee under this Agreement,  except for any accrued
and unpaid salary and benefits, shall cease.


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<PAGE>

     9.  Confidentiality.  Employee will maintain in strict  confidence and will
not  use or  disclose,  except  for  the  business  purposes  of  Employer,  any
confidential  information obtained from and belonging to Employer.  Confidential
information   includes,   but  is  not  limited  to,  trade  secrets,   supplier
information,  customer  information,  pricing  information,  internal  corporate
planning,   Employer's  secrets,   historical   financial  data  and  forecasts,
long-range  plans  and  strategies,  and any  other  data or  information  of or
concerning Employer that is not generally known to the public or the industry in
which Employer is engaged.

     10.  Severability  and  Enforcement.  If any provision of this Agreement is
unlawful or against  public policy and thus void or is otherwise  declared void,
such provision shall not be deemed part of this Agreement, which otherwise shall
remain in full force and effect.

     11. Governing Law. This Agreement shall be construed  according to the laws
of the  State of  Delaware,  without  giving  effect  to the  principles  of the
conflicts of law.

     12. Notices. All written notices required by this Agreement shall be deemed
given when  delivered  personally  or sent by  registered  or certified  mail or
courier service,  return receipt  requested,  to the parties at their last known
addresses.  Each party may,  from time to time,  and shall,  upon request of the
other party, designate an address to which notices should be sent.

     13.  Amendment.  This  Agreement  may not be amended  except by the written
agreement of the parties.

     14. Binding Effect. This Agreement shall be binding on Employee, his heirs,
executors, personal representative, and assigns, and on Employer, its successors
and assigns.  Should there be a consolidation or merger of Employer with or into
another  entity  or a  purchase  of all or  substantially  all of the  assets of

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<PAGE>

Employer by another entity, Employer shall take all action necessary so that the
surviving or  acquiring  entity will  succeed to the rights and  obligations  of
Employer under and be bound by this Agreement.

     15.  Entire  Contract.  This  Agreement  constitutes  the entire  agreement
between the parties.

     16.  Contract  Under Seal.  The parties  acknowledge  that they intend this
contract to be a contract under seal.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date specified above.

                                        SUTTER HOLDING COMPANY, INC.


                                        -----------------------------
Attest                                  By: Robert E. Dixon
      ----------------------                Co-Chief Executive Officer

[CORPORATE SEAL]





                                        -----------------------------
                                        WILLIAM G. KNUFF, III










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