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                                                                   Exhibit 10.21



                         EXECUTIVE EMPLOYMENT AGREEMENT

        This Executive Employment Agreement ("Agreement") is made and entered
into this 23rd day of March, 2000 by and between Humboldt Bancorp, a California
corporation, (hereinafter referred to as "Employer") and Kenneth J. Musante
(hereinafter referred to as "Officer"). It is the intent of the parties that,
except as otherwise provided in subparagraph (a) of Paragraph 3, this Agreement
shall be retroactively effective to and including December 16, 1997.

        WHEREAS, the parties hereto desire to enter into an Agreement for the
purpose of engaging the services of Officer by reason of Officer's experience,
training, reputation and ability.

        NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:

1.      EMPLOYMENT TERM AND DUTIES. Officer has served and will continue to be
        employed as Vice President/Manager of Employer and will perform the
        duties as assigned by Employer. This Agreement is in effect until
        December 16, 2007, subject only to prior termination as otherwise
        provided herein.

2.      EXTENT OF SERVICES. During the term of this Agreement, Officer shall
        devote Officer's full time, ability and attention to the business of
        Employer. Officer shall not, without prior written consent of the Board
        of Directors of the Employer, which shall not be unreasonably withheld,
        directly or indirectly render any services of a business, commercial or
        professional nature to any other person, firm, corporation or
        organization for compensation. Further, during the term of this
        Agreement, Officer shall not directly or indirectly, either as an
        employee, employer, consultant, agent, principal, partner, shareholder,
        corporate officer, director or in any individual or representative
        capacity, engage or participate in any competing banking, commercial
        leasing or bankcard service.

        Nothing contained herein shall be construed to prevent Officer from
        investing Officer's assets in any form or manner which does not require
        any substantial activity on Officer's part as long as said investing
        does not in any manner for any amount of time interfere with Officer's
        performance or services on behalf of Employer, or involve a conflict of
        interest or the perception of a conflict. Employer shall be the sole
        judge of activities which have or might appear to be a conflict of
        interest.

3.      COMPENSATION. In consideration of Officer's services to Employer during
        the employment as defined herein, Employer agrees to compensate Officer
        as follows:

        (a)    BASE COMPENSATION. Officer's Base Compensation for the period
               December 16, 1997 and August 31, 1999, inclusive, is hereby
               agreed to have been Officer's annual base salary actually paid
               from time to time to Officer by Employer during such period(s).
               From and after September 1, 1999, for Officer's services

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               hereunder Employer shall pay annually a base salary ("Base
               Compensation") to Officer of Eighty Five Thousand Dollars
               ($85,000.00). Adjustments to the Base Compensation will be at
               Employer's sole discretion: provided, however, that the Base
               Compensation stated herein shall not be decreased during the term
               of this Agreement without the written consent of both Employer
               and Officer.

        (b)    VARIABLE COMPENSATION. In addition to the Base Compensation,
               Officer shall receive, subject to the limitations set forth in
               paragraph 3(e) below, Variable Compensation in the amount of two
               and one-half percent (2.5%) of the Proprietary Portfolio's (as
               defined in Addendum 2) net pre-tax annual income as determined in
               accordance with generally accepted accounting principles by
               Employer's outside independent Certified Public Accountants.
               Variable Compensation will be paid quarterly on the first pay
               period immediately following each quarter end.

        (c)    BONUS COMPENSATION. In addition to the Base and Variable
               Compensation, Employer may, from time to time, grant Officer a
               bonus in amount and at such times and for such reasons as shall
               be solely within Employer's discretion. Officer shall have no
               right to any bonus compensation unless and until such time, and
               only to the extent, as such may be granted in a specific instance
               by Employer.

        (d)    TOTAL CASH COMPENSATION. Officer's total compensation ("Total
               Cash Compensation"), which shall include Base Compensation,
               Variable Compensation and Bonus Compensation, shall not exceed
               Three Hundred Thousand Dollars ($300,000.00) per year unless,
               upon recommendation of Management, the Board and Officer agree to
               amend this Agreement. Any amendment, to be effective, must be in
               writing.

        (e)    FAIR ALLOCATION OF EFFORTS. It is intended by the parties to this
               Agreement that Officer shall fairly allocate his time and
               energies between the Proprietary Portfolio and the other duties
               to be undertaken by him on behalf of Employer. It is therefore
               agreed that Variable Compensation shall not, in any year, exceed
               fifty percent (50%) of the Total Cash Compensation paid to
               Officer. If, in any quarter, the amount which would otherwise be
               paid to Officer as Variable Compensation exceeds fifty percent
               (50%) of Officer's Total Cash Compensation for that quarter, the
               parties will immediately meet to discuss and consider, in good
               faith, whether an amendment to the Agreement would be appropriate
               under the circumstances then existing. Neither party, however,
               shall have any obligation to amend the Agreement in any respect
               and unless both parties agree to amend this Agreement in writing,
               the Agreement shall remain in full force and effect.

4.      EXPENSES. Employer will pay for and reimburse Officer for all ordinary
        and necessary business expenses upon presentation of adequate receipts,
        or proof of payment by Officer, or an account of such expenditures
        satisfactory to Employer. No expense will be paid

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        which will not qualify as a proper deduction on the federal and state
        income tax returns of Employer as a business expense or as deductible
        compensation to Officer.

5.      BENEFITS. Employer will provide to Officer and his eligible dependents
        Employer's Executive Benefits plan attached hereto as Addendum 1, which
        is a part of this Agreement. The benefits as listed on Addendum 1 are
        more fully described in Employer's Employee Handbook and related Summary
        Plan Description documents. Employer reserves the right to make changes
        in its benefit plans, its handbook, and Summary Plan Description
        documents from time to time in its sole discretion.

6.      EQUITY PARTICIPATION. Officer shall have an interest ("Officer's Share")
        in the Proprietary Portfolio (as defined in Addendum 2) as set forth in
        this Paragraph.

        (a)    Employer may sell all or any portion of the Proprietary Portfolio
               at any time, and under such terms and conditions as Employer may,
               in Employer's sole discretion, decide. In the event of a sale
               ("Sale") of all or any portion of the Proprietary Portfolio by
               Employer at any time (except in circumstances where Employer is
               acquired by, merges or consolidates with, another entity or
               otherwise reorganizes its corporate structure, or except with
               respect to a sale to Officer pursuant to subparagraph 6(g)
               below), Officer shall be entitled to ten percent (10%),
               irrespective of any vesting provisions set forth hereunder, of
               the net proceeds of the Sale ("Sale Proceeds"). Net proceeds
               shall reflect deductions for all expenses incurred by Employer in
               completing the transaction, including (but not limited to)
               commissions and appraisals.

        (b)    For all other purposes, Officer's Share shall accrue at the rate
               of one percent (1%) per year of the Proprietary Portfolio, as it
               exists from time to time, for each full year of Officer's
               employment pursuant to this Agreement, beginning December 16,
               1998, up to a maximum of ten percent (10%) thereof on and after
               December 16, 2007.

        (c)    Officer's Share shall not vest until either:

               (i)    Officer is continuously employed pursuant to this
                      Agreement through and until the sixth (6th) anniversary of
                      this Agreement, at which point Officer will have accrued a
                      six percent (6%) interest in the Proprietary Portfolio,
                      and thereafter shall continue to vest at the rate of an
                      additional one percent (1%) per year on the seventh (7th)
                      through the tenth (10th) anniversaries of this Agreement;
                      or

               (ii)   Officer is terminated at any time by Employer without
                      cause, in which case Officer's Share shall immediately
                      vest in the amount of the maximum percentage (10%).

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        (d)    If Officer:

               (i)    resigns employment or is terminated for cause prior to the
                      vesting date, Officer's Share shall immediately become
                      zero (0), and Officer shall have no right to share in any
                      Sale Proceeds, or thereafter have any interest whatsoever
                      in the Proprietary Portfolio.

               (ii)   is terminated for cause or resigns on or after the sixth
                      (6th) anniversary date of this Agreement, Employer shall
                      purchase the vested amount of Officer's Share for a
                      purchase price which shall be equal to the fair market
                      value of the Proprietary Portfolio on the date of
                      termination or resignation, determined pursuant to the
                      provisions of subparagraph 6(e), multiplied by the
                      percentage of the Officer's Share then vested.

        (e)    For purposes of subparagraph 6(d)(ii), the fair market value of
               the Proprietary Portfolio will be established (unless an election
               is made by Employer to sell the entire Proprietary Portfolio
               pursuant to subparagraph 6(f)(iii)), within ninety (90) days of
               the date of termination or resignation of employment, by
               obtaining an independent appraisal by an appraiser mutually
               agreed upon by Officer and Employer. If Officer and Employer are
               unable to agree upon the selection of an appraiser, either party
               may apply to the Humboldt County Superior Court for the
               appointment of an appraiser. The appraiser, however selected,
               shall be a person having national experience in evaluating
               businesses of the type represented by the Proprietary Portfolio.
               The determination of the appraiser shall be final and binding
               upon the parties.

        (f)    In the event of a purchase by Employer of the Officer's Share,
               pursuant to the provisions of subparagraph 6(d)(ii) above,
               Employer may, at Employer's sole option, elect to pay Officer for
               such purchase:

               (i)    in cash or an equivalent value using Employer's stock,
                      valued at the closing market price therefor on the NASDAQ
                      on the date of termination or resignation, in either which
                      case payment shall be due no later than sixty (60) days
                      from the date of the determination of the purchase price;

               (ii)   pursuant to a note, fully amortized over a period of sixty
                      (60) months, which shall bear interest at Employer's prime
                      rate with principal and interest due in monthly
                      installments; or

               (iii)  alternatively, Employer may elect to sell the entire
                      Proprietary Portfolio to a third party in an arm's length
                      transaction and remit to Officer his vested Officer's
                      Share of the Sale Proceeds. The provisions of subparagraph
                      6(a) above shall not apply to such a sale.

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        (g)    In the event that Employer elects to sell the Proprietary
               Portfolio, in its entirety as it then exists at the time of sale,
               at any time during Officer's period of employment pursuant to
               this Agreement, Employer shall first offer to sell to Officer the
               entire Proprietary Portfolio for an amount and upon terms and
               conditions set by Employer. Officer must accept this offer within
               ninety (90) days of written notice from Employer of the proposed
               sale terms. In the event that Officer declines the offer or fails
               to accept it within such ninety (90) day period, Employer may at
               any time thereafter sell the Proprietary Portfolio to any third
               party upon any terms and conditions Employer elects; provided,
               however, that with respect to any sale occurring within the six
               (6) months following the date of such declination or failure, the
               sales price shall be not less than ninety percent (90%) of the
               price offered to Officer. Officer's right to purchase the
               Proprietary Portfolio, as described herein, shall be a one time
               right only, and Employer's failure to sell the Proprietary
               Portfolio following a declination to purchase the Proprietary
               Portfolio or other failure to accept Employer's offer on
               Officer's part shall not create any further or extended right to
               purchase the Proprietary Portfolio by Officer; provided, however,
               that Employer may make Officer a subsequent offer pursuant to the
               terms of this subparagraph at a future date should Employer so
               elect, at Employer's sole option.

        (h)    Except as otherwise provided in Paragraph 11, Officer's Share,
               whether vested or contingent, may not be sold, transferred,
               assigned or hypothecated by Officer.

7.      INDEMNIFICATION. Employer shall indemnify Officer as an agent of
        Employer to the fullest extent permitted under California law, including
        but not limited to Section 317 of the General Corporation Law as the
        same is now in effect or shall be amended. Such indemnification shall
        include the advancement of expenses incurred in defending any
        indemnifiable proceeding prior to its final disposition.

8.      MORAL CONDUCT. Officer agrees to conduct himself at all times with due
        regard to public conventions and morals. Officer further agrees not to
        do or commit any act that will reasonably tend to degrade him or to
        bring him into public hatred, contempt or ridicule, or that will
        reasonably tend to shock or offend the community, or to prejudice
        Employer or the banking, commercial leasing or finance industry in
        general.

9.      CONFIDENTIAL INFORMATION.

        (a)    Officer understands that during the course of his employment with
               Employer, he will have access to trade secrets and other
               confidential information which is of a special and unique nature,
               the value of which would be destroyed by disclosure to any person
               or entity not directly affiliated with the management of the
               Employer. Such trade secrets and confidential information
               include, but are not limited to: Employer's customer lists and
               price lists; business and/or personal information about customers
               and prospects; customer agreements; identities of key customer

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               contacts: credit histories; special tracking programs; Employer's
               internal procedures, programs, manuals, forms, marketing plans,
               pricing structure, business processes, research reports and
               studies, sales materials, merchandising aids, records, and the
               identity and purchasing preferences of Employer's customers and
               suppliers, strategic plans and other knowledge of Employer's
               trade secrets that are integral to the products or services of
               Employer that could materially damage Employer if known and
               utilized in competition with Employer, including other similar
               information which is not easily available from public sources, as
               well as compilations of information prepared by or for Employer,
               where such compilations are not readily available from public
               sources in their compiled form (hereinafter "Confidential
               Information"). Accordingly, Officer agrees that without the prior
               express written consent of the Board of Directors of Employer,
               Officer will not, either during the term of this Agreement or at
               any time thereafter, disclose any such Confidential Information,
               directly or indirectly, to anyone who is not employed directly by
               Employer or employed as an executive officer of an affiliate of
               Employer. Officer further agrees that he shall not use any
               Confidential Information for the benefit of himself or anyone
               other than Employer without the prior written consent of the
               Board of Directors of Employer.

        (b)    The terms of this Agreement are confidential, and Officer shall
               not, either before or after termination of this Agreement and
               except with Employer's consent in writing, disclose to anyone any
               information relating to this Agreement other than to Officer's
               own attorney or accountant for the express purpose of reviewing
               this Agreement or as ordered by a court of competent jurisdiction
               or otherwise required to be disclosed by applicable law or
               regulation.

        (c)    All records in any form, including but not limited to: books,
               files, manuals, drawings, customer lists, records, documents,
               computer files, brochures, equipment, supplies, keys and other
               items relating to Employer's business which have been or may be
               prepared, possessed or controlled by Officer are, and shall
               forever remain, the sole and exclusive property of Employer.
               Accordingly, Officer shall surrender any and all such material to
               Employer immediately upon request of Employer or upon termination
               of this Agreement, whichever occurs earlier and, further, may not
               make copies of any such material for his personal use.

10.     NO SOLICITATION. Officer agrees that Employer has invested substantial
        money, time and effort in assembling its present staff of personnel.
        Accordingly, Officer agrees that for a period of three (3) years after
        termination of employment, Officer will not in any way directly or
        indirectly induce or solicit any of Employer's employees to leave their
        employment. In the event of any solicitation, the parties acknowledge
        that it would be extremely difficult if not impractical, to fix the
        actual damages that Employer would incur. Therefore, the parties agree
        that a fair estimate of the damage to Employer resulting from
        solicitation of its employees would be sixty percent (60%) of the total
        annual compensation paid by Employer during the immediately preceding
        twelve (12)

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        months to the employee(s) solicited, which sum shall become due and
        payable to Employer as liquidated damages, and not as a penalty, on the
        day following the solicited employee's separation from employment with
        Employer. In the event that Humboldt Bancorp is sold, the provisions of
        this Section 10 shall no longer be applicable.

11.     TERMINATION OF EMPLOYMENT.

        (a)    Officer's employment is "at will" and may be terminated by
               Employer with or without cause or notice but such termination
               shall be subject to the provisions of Paragraph 6 hereof.

        (b)    "Termination for cause," for all purposes of this Agreement,
               shall mean (i) Officer's substantial failure to perform the
               stated duties of his position, including financial performance,
               as determined solely by the Board of Directors of Employer,
               subject to good faith, fair dealing and reasonableness by
               Employer and not as a result of arbitrary or capricious acts by
               Employer, (ii) conduct involving moral turpitude prohibited by
               the Employee Handbook, (iii) occurrence of any event involving
               moral turpitude specified in the regulations of any federal or
               state regulator of competent jurisdiction as grounds for
               immediate termination as now or hereafter in effect, (iv)
               personal dishonesty, willful misconduct, gross negligence, breach
               of fiduciary duty involving personal profit, or willful violation
               of any law, rule or regulation (other than a traffic violation or
               similar offense); or (v) conduct resulting in the initiation of
               any formal action by a regulatory agency to remove Officer from
               his employment with Employer or the issuance of a cease and
               desist order the subject matter of which includes any conduct of
               Officer prohibited by such order.

        (c)    The provisions of Paragraph 9 (confidentiality) and Paragraph 10
               (solicitation) shall survive any termination of this Agreement.

12.     NOTICE. Any notices to be given hereunder by either party to the other
        may be effected in writing by mail, registered or certified, postage
        prepaid with return receipt requested. Notices to Employer shall be
        given to Employer at its then current principal office, c/o the Chairman
        of the Board of Directors. Notices to Officer shall be sent to Officer's
        then current or last known personal residence.

13.     ENTIRE AGREEMENT. This Agreement is in addition to any other agreements
        either oral or in writing, between the parties hereto with respect to
        the employment of Officer by Employer. Any modification of the Agreement
        will be effective only if it is in writing signed by the parties hereto.

14.     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

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        nevertheless continue in full force and effect without being impaired or
        invalidated in any way.

15.     GOVERNING LAW. This Agreement shall be governed by and construed in
        accordance with the laws of the State of California.

16.     WAIVER. The parties hereto shall not be deemed to have waived any of
        their respective rights under this Agreement unless this waiver is in
        writing and signed by such waiving party. No delay in exercising any
        rights shall be a waiver nor shall a waiver on one occasion operate as a
        waiver of such right on a future occasion,

17.     ASSIGNMENT. Neither this Agreement nor any of the rights or benefits
        hereunder shall be subject to execution, attachment or similar process.
        This Agreement, nor any rights or benefits hereunder, may not be
        assigned, transferred, pledged or hypothecated without the written
        consent of both parties hereto; provided, however, that in the event of
        any sale of substantially all of the assets of, or merger,
        consolidation, conversion or other reorganization involving the
        Employer, any successor to Employer by reason of such reorganization
        shall succeed to all Employer's rights and benefits and shall be subject
        to all of Employer's duties and obligations hereunder, without the
        necessity of any consent of Officer.

18.     CAPTIONS AND PARAGRAPH HEADINGS. Captions and paragraph headings used
        herein are for convenience of reference and are not a part of this
        Agreement and shall not be used in the construction or interpretation
        thereof.

19.     ARBITRATION; ATTORNEY'S FEES. Any controversy or claim arising out of or
        related to this Agreement or alleged breach of this Agreement shall be
        settled by arbitration in accordance with the Commercial Arbitration
        Rules (the "Rules") of the American Arbitration Association then in
        effect, and judgment on the award rendered by the arbitrator may be
        entered in any court having jurisdiction. The arbitration shall be
        conducted in Eureka, California, or such other location as shall be
        agreed to by Officer and Employer. There shall be a single arbitrator.
        Officer and Employer jointly shall directly appoint such arbitrator
        within thirty (30) days after the arbitration is initiated, failing
        which the arbitrator shall be appointed as provided in the Rules. The
        arbitrator shall be a retired judge of the State of California or an
        attorney having at least fifteen (15) years experience as a business
        attorney. The reasonable costs of the arbitration, including the cost of
        any record or transcripts of the arbitration, administrative fees, the
        fees of the arbitrator, attorney's fees, and all other fees and costs
        shall be awarded by the arbitrator to the prevailing party in any such
        arbitration.

20.     OFFICER'S REPRESENTATIONS. Officer represents that he is free to enter
        into this contract and is not precluded or limited, by contract or
        otherwise, from fulfilling the duties and obligations encompassed by
        this contract. Officer further acknowledges that this representation is
        material to Employer's decision to enter into this contract and agrees

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        that if such representation is found to be untrue, this contract may be
        terminated as if for cause by Employer.

HUMBOLDT BANCORP

By:
    ------------------------------------
    Theodore S. Mason, President & CEO


    ------------------------------------
    Kenneth J. Musante

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                                   ADDENDUM 1

                           EXECUTIVE BENEFITS PACKAGE

MEDICAL INSURANCE:                      Employer pays employee's coverage.
                                        Employee pays cost of family coverage
                                        under Employer's Executive Group Medical
                                        Insurance Plan.

DENTAL INSURANCE:                       Employer pays employee's coverage.
                                        Employee pays cost of family coverage
                                        under Employer's Executive Group Dental
                                        Insurance Plan.

VISION INSURANCE:                       Employer pays employee's coverage.
                                        Employee pays cost of family coverage
                                        under Employer's Executive Group Vision
                                        Insurance Plan.

LIFE INSURANCE                          Employer pays cost of term life
                                        insurance policy in amount of two (2)
                                        times annual Base Compensation naming
                                        beneficiary of Employee's choice.

DISABILITY INSURANCE:                   Officer shall pay full cost of any
                                        supplemental Disability Insurance
                                        Program.

SALARY AUGMENTATION:                    Per agreement dated December 1, 1996,
                                        Officer will receive a defined benefit
                                        (annuity) to be paid in 180 monthly
                                        installments beginning on December 1,
                                        2001. Projected base as of starting date
                                        equals $146,665.

VACATION:                               Four (4) weeks per year with annual
                                        carryover ability of two (2) weeks which
                                        must be taken the following year.

SICK LEAVE/HOLIDAYS:                    Standard employee package.

MISCELLANEOUS                           Employer to reimburse Officer for
                                        cellular telephone including airtime
                                        charges. Employer to pay dues and fees
                                        for memberships in professional
                                        organizations approved by Employer.

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                                   ADDENDUM 2

        PROPRIETARY PORTFOLIO: For purposes of the Agreement, the "Proprietary
Portfolio" referred to in Sections 3(b), 3(e), 6, 11 (d) and 11 (e) thereof
shall consist of all merchant accounts associated with the merchant processing
activity generated through the Bank Identification Number 419404 and FDR System
Number 5379.

        As used in Section 3(b) of the Agreement, "net pre-tax income" means all
income generated by the Proprietary Portfolio (including but not limited to
application income, equipment income, discount income, lease income, income from
deposits on hold, American Express income and any other expense and/or income
associated therewith) less all expenses associated with the Proprietary
Portfolio (including but not limited to staff expense, telecommunication
expense, marketing expense, bank occupancy expense, postage expense and
equipment expense, in both cases calculated before provision for taxes.

        When determining the value of the principal of the Proprietary Portfolio
for purposes of Section 6 of the Agreement, the entire operation will be
considered so as to recognize the value of the business, its marketing
potential, systems and future new accounts, rather than merely the merchant
accounts themselves.

        The Proprietary Portfolio may be expanded to include other newly created
BINs and systems upon the express written consent of the Executive Review
Committee of Humboldt Bank.