EXHIBIT 10.22

                                SERVICE 1ST BANK
                          SALARY CONTINUATION AGREEMENT


         THIS SALARY CONTINUATION AGREEMENT (the "Agreement") is entered into
this 8th day of August, 2005_, by and between SERVICE 1ST BANK, a
state-chartered commercial bank located in Stockton, California (the "Bank"),
and SHANNON REINARD (the "Executive").

         The purpose of this Agreement is to provide specified benefits to the
Executive, a member of a select group of management or highly compensated
employees who contribute materially to the continued growth, development and
future business success of the Bank. This Agreement shall be unfunded for tax
purposes and for purposes of Title I of the Employee Retirement Income Security
Act of 1974 ("ERISA"), as amended from time to time. The Bank will distribute
the benefits from its general assets.

         The Bank and the Executive agree as provided herein.

                                    Article 1
                                   Definitions

         Whenever used in this Agreement, the following words and phrases shall
have the meanings specified:

1.1      "Accrual Balance" means the liability that should be accrued by the
         Bank, under Generally Accepted Accounting Principles ("GAAP"), for the
         Bank's obligation to the Executive under this Agreement, by applying
         Accounting Principles Board Opinion Number 12 ("APB 12") as amended by
         Statement of Financial Accounting Standards Number 106 ("FAS 106") and
         the Discount Rate. Any one of a variety of amortization methods may be
         used to determine the Accrual Balance. However, once chosen, the method
         must be consistently applied. The Accrual Balance shall be reported
         annually by the Bank to the Executive.

1.2      "Beneficiary" means each designated person, or the estate of the
         deceased Executive, entitled to benefits, if any, upon the death of the
         Executive determined pursuant to Article 3.

1.3      "Beneficiary Designation Form" means the form established from time to
         time by the Plan Administrator that the Executive completes, signs and
         returns to the Plan Administrator to designate one or more
         Beneficiaries.

1.4      "Change in Control" means the occurrence of any of the following events
         with respect to the Bank:

         (a)      a change in control of a nature that would be required to be
                  reported in response to Item 6(e) of Schedule 14A of
                  Regulation 14A promulgated under the Securities Exchange Act
                  of 1934, as amended (the "Exchange Act"), or in response to
                  any other form or report to the regulatory agencies or
                  governmental authorities having jurisdiction over the Bank or
                  Bancorp, or any stock exchange on which Bancorp's shares are
                  listed which requires the reporting of a change in control;

         (b)      any merger, consolidation or reorganization of the Bank or
                  Bancorp in which the Bank or Bancorp does not survive;

         (c)      any sale, lease, exchange, mortgage, pledge, transfer or other
                  disposition (in one transaction or a series of transactions)
                  of any assets of the Bank or Bancorp having an aggregate fair
                  market value of fifty percent (50%) of the total value of the
                  assets of the Bank or Bancorp, reflected in the most recent
                  balance sheet of the Bank or Bancorp;

         (d)      a transaction whereby any "person" (as such term is used in
                  the Exchange Act) or any individual, corporation, partnership,
                  trust or any other entity is or becomes the beneficial owner,

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                  directly or indirectly, of securities of the Bank or Bancorp
                  representing twenty-five percent (25%) or more of the combined
                  voting power of the Bank's or Bancorp's then outstanding
                  securities;

         (e)      a situation where, in any one-year period, individuals who at
                  the beginning of such period constitute the Board of Directors
                  of the Bank or Bancorp cease for any reason to constitute at
                  least a majority thereof, except in the cases of retirement,
                  disability or death and unless the election, or the nomination
                  for election by the Bank's or Bancorp's shareholder(s), of
                  each new director is approved by a vote of at least
                  three-quarters (3/4) of the directors then still in office who
                  were directors at the beginning of the period; or

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

                  Notwithstanding the foregoing or anything else contained
         herein to the contrary, there shall not be a Change in Control for
         purposes of this Agreement if the event which would otherwise come
         within the meaning of the term Change in Control involves (i) an
         Employee Stock Ownership Plan sponsored by Bancorp which plan is the
         party that acquires "control" or is the principal participant in the
         transaction constituting a "change in control," as described above, or
         (ii) a reorganization in which the Bank is merged with and into another
         wholly-owned bank subsidiary of Bancorp to consolidate operations under
         the charter of such other bank subsidiary, or (iii) if the individuals
         who constitute the directors of the Bank or Bancorp at the time a
         specific transaction described in Section 1.2(b) or 1.2(f) is first
         presented or disclosed to the Board of Directors of the Bank or Bancorp
         will, according to the terms of the definitive agreement for the
         transaction, constitute a majority of the members of the board of
         directors of the resulting corporation or acquiring person immediately
         after the transaction, then, before an event that would otherwise
         constitute a Change in Control shall be deemed to have occurred, such
         Board of Directors of the Bank or Bancorp may determine by majority
         vote that the specific transaction does not constitute a Change in
         Control under Section 1.2(b) or 1.2(f).

1.5      "Change in Control Benefit" means the benefit described in Section 2.4.

1.6      "Code" means the Internal Revenue Code of 1986, as amended.

1.7      "Disability" means the Executive's suffering a sickness, accident or
         injury which has been determined by the insurance carrier of any
         individual or group disability insurance policy covering the Executive,
         or by the Social Security Administration, to be a disability rendering
         the Executive totally and permanently disabled. The Executive must
         submit proof to the Plan Administrator of the insurance carrier's or
         Social Security Administration's determination upon the request of the
         Plan Administrator.

1.8      "Disability Benefit" means the benefit described in Section 2.3.

1.9      "Discount Rate" means the rate used by the Plan Administrator for
         determining the Accrual Balance. The rate is based on the yield on a
         20-year corporate bond rated Aa by Moody's, rounded to the nearest
         1/4%. The initial Discount Rate is seven percent (7%). However, the
         Plan Administrator, in its sole discretion, may adjust the Discount
         Rate to maintain the rate within reasonable standards according to GAAP
         and/or applicable bank regulatory.

1.10     "Early Retirement" means the Executive's Early Voluntary Separation
         from Service after attaining Early Retirement Age.

1.11     "Early Retirement Age" means the Executive completing fifteen (15)
         Years of Service.

1.12     "Early Termination" means the Separation from Service before Normal
         Retirement Age for reasons other than death, Disability, Termination
         for Cause or within twelve (12) months following a Change in Control.

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1.13     "Early Termination Benefit" means the benefit described in Section 2.2.

1.14     "Effective Date" means June 1, 2005.

1.15     "Normal Retirement Age" means the Executive attaining age sixty-five
         (65).

1.16     "Normal Retirement Benefit" means the benefit described in Section 2.1.

1.17     "Normal Retirement Date" means the later of the Normal Retirement Age
         or Separation from Service.

1.18     "Plan Administrator" means the plan administrator described in Article
         7.

1.19     "Plan Year" means each twelve-month period commencing on January 1 and
         ending on December 31 of each year. The initial Plan Year shall
         commence on the Effective Date of this Plan and end on the following
         December 31.

1.20     "Schedule A" means the schedule attached to this Agreement and made a
         part hereof. Schedule A shall be updated upon a change in any of the
         benefits under Articles 2.

1.21     "Separation from Service" means that the Executive's service, as an
         employee and independent contractor, to the Bank and any member of a
         controlled group as defined in Section 414 of the Code to which the
         Bank belongs, has terminated for any reason, other than by reason of a
         leave of absence approved by the Bank or the death of the Executive.

1.22     "Termination for Cause" has that meaning set forth in Article 4.

1.24     "Years of Service" "means the twelve consecutive month period beginning
         on an Executive's date of hire and any twelve (12) month anniversary
         thereof, during the entirety of which time the Executive is an employee
         of the Bank. Service with a subsidiary or other entity controlled by
         the Bank before the time such entity became a subsidiary or under such
         control shall not be considered "credited service" unless the Plan
         Administrator specifically agrees to credit such service. In addition,
         the Plan Administrator in its discretion may also grant additional
         Years of Service in such circumstances where it deems such additional
         service appropriate.

                                    Article 2
                            Benefits During Lifetime

2.1      Normal Retirement Benefit. Upon Separation from Service on or after the
         Normal Retirement Age for reasons other than death, the Bank shall
         distribute to the Executive the benefit described in this Section 2.1
         in lieu of any other benefit under this Article.

         2.1.1    Amount of Benefit. The annual benefit under this Section 2.1
                  is Sixty-Four Thousand Dollars ($64,000).

         2.1.2    Distribution of Benefit. The Bank shall distribute the annual
                  benefit to the Executive in twelve (12) equal monthly
                  installments commencing on the first day of the month
                  following the Executive's Normal Retirement Date. The annual
                  benefit shall be paid to the Executive for fifteen (15) years.

2.2      Early Termination Benefit. Upon Early Termination, the Bank shall
         distribute to the Executive the benefit described in this Section 2.2
         in lieu of any other benefit under this Article.

         2.2.1    Amount of Benefit. The benefit under this Section 2.2 is the
                  Accrual Balance as of the end of the month prior to the
                  Separation from Service.

         2.2.2    Distribution of Benefit. The Bank shall distribute the benefit
                  to the Executive in a lump sum within thirty (30) days
                  following the Separation from Service.

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2.3      Disability Benefit. Upon Separation from Service due to Disability
         prior to Normal Retirement Age, the Bank shall distribute to the
         Executive the benefit described in this Section 2.3 in lieu of any
         other benefit under this Article.

         2.3.1    Amount of Benefit. The benefit under this Section 2.3 is the
                  Accrual Balance as of the end of the month prior to Separation
                  from Service due to Disability.

         2.3.2    Distribution of Benefit. The Bank shall distribute the benefit
                  to the Executive in a lump sum within thirty (30) days
                  following Separation from Service due to Disability.

2.4      Change in Control Benefit. Upon a Change in Control, followed within
         twelve (12) months by the Executive's Separation from Service, the Bank
         shall distribute to the Executive the benefit described in this Section
         2.4 in lieu of any other benefit under this Article.

         2.4.1    Amount of Benefit. The annual benefit under this Section 2.4
                  is the Normal Retirement Benefit amount set forth in Section
                  2.1.

         2.4.2    Distribution of Benefit. The Bank shall distribute the annual
                  benefit to the Executive in twelve (12) equal monthly
                  installments commencing on the first of the month following
                  Normal Retirement Age. The annual benefit shall be paid to the
                  Executive for fifteen (15) years.

         2.4.3    Parachute Payments. Notwithstanding any provision of this
                  Agreement to the contrary, to the extent any distribution(s),
                  if made, under this Section 2.4 would be treated as an "excess
                  parachute payment" under Section 280G of the Code, the Bank
                  shall reduce or delay the distribution(s) to the extent it
                  would not be an excess parachute payment.

2.5      Early Retirement Benefit. Upon Early Retirement, the Bank shall
         distribute to the Executive the benefit described in this Section 2.5
         in lieu of any other benefit under this Article.

         2.5.1    Amount of Benefit. The benefit under this Section 2.5 is a
                  vested portion of the Normal Retirement Benefit as shown in
                  the following schedule:

                   --------------------------------- --------------------------
                               Plan Year                 Amount of Benefit
                   --------------------------------- --------------------------
                           Prior to 1/1/2017                  0
                   --------------------------------- --------------------------
                          1/1/2017-12/31/2017                 38,118
                   --------------------------------- --------------------------
                          1/1/2018-12/31/2018                 43,350
                   --------------------------------- --------------------------
                          1/1/2019-12/31/2019                 48,513
                   --------------------------------- --------------------------
                          1/1/2020-12/31/2020                 53,675
                   --------------------------------- --------------------------
                          1/1/2021-12/31/2021                 58,838
                   --------------------------------- --------------------------
                           1/1/2022-9/15/2022                 64,000
                   --------------------------------- --------------------------

         2.5.2    Distribution of Benefit. The Bank shall distribute the benefit
                  to the Executive in twelve (12) consecutive equal installments
                  commencing within thirty (30) days following the Executive's
                  Separation from Service. The annual benefit shall be
                  distributed to the Executive for fifteen (15) years.

2.6      Restriction on Timing of Distribution. Notwithstanding any provision of
         this Agreement to the contrary, if the Executive is considered a
         "specified employee" under Section 409A of the Code and regulations
         thereunder, benefit distributions that qualify as a "separation from
         service" under Section 409A of the Code and regulations thereunder may
         not commence earlier than six (6) months after the date of such
         separation from service.

                                    Article 3
                                  Beneficiaries

3.1      Beneficiary. The Executive shall have the right, at any time, to
         designate a Beneficiary(ies) to receive any benefit distributions under

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         this Agreement to a Beneficiary upon the death of the Executive. The
         Beneficiary designated under this Agreement may be the same as or
         different from the beneficiary designation under any other plan of the
         Bank in which the Executive participates.

3.2      Beneficiary Designation: Change; Spousal Consent. The Executive shall
         designate a Beneficiary by completing and signing the Beneficiary
         Designation Form, and delivering it to the Plan Administrator or its
         designated agent. If the Executive names someone other than his or her
         spouse as a Beneficiary, a spousal consent, in the form designated by
         the Plan Administrator, must be signed by the Executive's spouse and
         returned to the Plan Administrator. The Executive's beneficiary
         designation shall be deemed automatically revoked if the Beneficiary
         predeceases the Executive or if the Executive names a spouse as
         Beneficiary and the marriage is subsequently dissolved. The Executive
         shall have the right to change a Beneficiary by completing, signing and
         otherwise complying with the terms of the Beneficiary Designation Form
         and the Plan Administrator's rules and procedures, as in effect from
         time to time. Upon the acceptance by the Plan Administrator of a new
         Beneficiary Designation Form, all Beneficiary designations previously
         filed shall be cancelled. The Plan Administrator shall be entitled to
         rely on the last Beneficiary Designation Form filed by the Executive
         and accepted by the Plan Administrator prior to the Executive's death.

3.3      Acknowledgment. No designation or change in designation of a
         Beneficiary shall be effective until received, accepted and
         acknowledged in writing by the Plan Administrator or its designated
         agent.

3.4      No Beneficiary Designation. If the Executive dies without a valid
         beneficiary designation, or if all designated Beneficiaries predecease
         the Executive, then the Executive's spouse shall be the designated
         Beneficiary. If the Executive has no surviving spouse, the benefits
         shall be made to the personal representative of the Executive's estate.

3.5      Facility of Distribution. If the Plan Administrator determines in its
         discretion that a benefit is to be distributed to a minor, to a person
         declared incompetent, or to a person incapable of handling the
         disposition of that person's property, the Plan Administrator may
         direct distribution of such benefit to the guardian, legal
         representative or person having the care or custody of such minor,
         incompetent person or incapable person. The Plan Administrator may
         require proof of incompetence, minority or guardianship as it may deem
         appropriate prior to distribution of the benefit. Any distribution of a
         benefit shall be a distribution for the account of the Executive and
         the Executive's Beneficiary, as the case may be, and shall be a
         complete discharge of any liability under the Agreement for such
         distribution amount.

                                    Article 4
                               General Limitations

4.1      Termination for Cause shall mean the occurrence of any one or more of
         the following:

         (a)      the willful, intentional and material breach of duty by the
                  Executive in the course of his employment;

         (b)      the habitual and continued neglect by the Executive of his
                  employment duties and obligations under this Agreement;

         (c)      the Executive's willful and intentional violation of any State
                  of California or federal banking laws, or of the Bylaws,
                  rules, policies or resolutions of Bank or Bancorp and their
                  respective subsidiaries, or of the rules or regulations of the
                  Board of Governors of the Federal Reserve System, California
                  Department of Financial Institutions or the Federal Deposit
                  Insurance Corporation, or other regulatory agency or
                  governmental authority having jurisdiction over Bank or
                  Bancorp;

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

         (e)      the Executive is convicted of any felony or a crime involving
                  moral turpitude or commits a fraudulent or dishonest act;

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

         (g)      the Executive breaches the terms or provisions of this
                  Agreement.

4.2      Suicide or Misstatement. The Bank shall not distribute any benefit
         under this Agreement if the Executive commits suicide within two years
         after the Effective Date. In addition, the Bank shall not distribute
         any benefit under this Agreement if the Executive has made any material
         misstatement of fact, as determined solely by the applicable insurance
         carrier, on any application for life insurance owned by the Bank on the
         Executive's life.

                                    Article 5
                          Claims And Review Procedures

5.1      Claims Procedure. An Executive or Beneficiary ("claimant") who has not
         received benefits under the Agreement that he or she believes should be
         paid shall make a claim for such benefits as follows:

         5.1.1    Initiation - Written Claim. The claimant initiates a claim by
                  submitting to the Plan Administrator a written claim for the
                  benefits.

         5.1.2    Timing of Plan Administrator Response. The Plan Administrator
                  shall respond to such claimant within 90 days after receiving
                  the claim. If the Plan Administrator determines that special
                  circumstances require additional time for processing the
                  claim, the Plan Administrator can extend the response period
                  by an additional 90 days by notifying the claimant in writing,
                  prior to the end of the initial 90-day period, that an
                  additional period is required. The notice of extension must
                  set forth the special circumstances and the date by which the
                  Plan Administrator expects to render its decision.

         5.1.3    Notice of Decision. If the Plan Administrator denies part or
                  all of the claim, the Plan Administrator shall notify the
                  claimant in writing of such denial. The Plan Administrator
                  shall write the notification in a manner calculated to be
                  understood by the claimant. The notification shall set forth:

                  (a)      The specific reasons for the denial;
                  (b)      A reference to the specific provisions of the
                           Agreement on which the denial is based;
                  (c)      A description of any additional information or
                           material necessary for the claimant to perfect the
                           claim and an explanation of why it is needed;
                  (d)      An explanation of the Agreement's review procedures
                           and the time limits applicable to such procedures;
                           and
                  (e)      A statement of the claimant's right to bring a civil
                           action under ERISA Section 502(a) following an
                           adverse benefit determination on review.

5.2      Review Procedure. If the Plan Administrator denies part or all of the
         claim, the claimant shall have the opportunity for a full and fair
         review by the Plan Administrator of the denial, as follows:

         5.2.1    Initiation - Written Request. To initiate the review, the
                  claimant, within 60 days after receiving the Plan
                  Administrator's notice of denial, must file with the Plan
                  Administrator a written request for review.

         5.2.2    Additional Submissions - Information Access. The claimant
                  shall then have the opportunity to submit written comments,
                  documents, records and other information relating to the
                  claim. The Plan Administrator shall also provide the claimant,
                  upon request and free of charge, reasonable access to, and
                  copies of, all documents, records and other information
                  relevant (as defined in applicable ERISA regulations) to the
                  claimant's claim for benefits.

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         5.2.3    Considerations on Review. In considering the review, the Plan
                  Administrator shall take into account all materials and
                  information the claimant submits relating to the claim,
                  without regard to whether such information was submitted or
                  considered in the initial benefit determination.

         5.2.4    Timing of Plan Administrator Response. The Plan Administrator
                  shall respond in writing to such claimant within 60 days after
                  receiving the request for review. If the Plan Administrator
                  determines that special circumstances require additional time
                  for processing the claim, the Plan Administrator can extend
                  the response period by an additional 60 days by notifying the
                  claimant in writing, prior to the end of the initial 60-day
                  period, that an additional period is required. The notice of
                  extension must set forth the special circumstances and the
                  date by which the Plan Administrator expects to render its
                  decision.

         5.2.5    Notice of Decision. The Plan Administrator shall notify the
                  claimant in writing of its decision on review. The Plan
                  Administrator shall write the notification in a manner
                  calculated to be understood by the claimant. The notification
                  shall set forth:

                  (a)      The specific reasons for the denial;
                  (b)      A reference to the specific provisions of the
                           Agreement on which the denial is based;
                  (c)      A statement that the claimant is entitled to receive,
                           upon request and free of charge, reasonable access
                           to, and copies of, all documents, records and other
                           information relevant (as defined in applicable ERISA
                           regulations) to the claimant's claim for benefits;
                           and
                  (d)      A statement of the claimant's right to bring a civil
                           action under ERISA Section 502(a).

                                    Article 6
                           Amendments and Termination

         This Agreement may be amended or terminated only by a written agreement
signed by the Bank and the Executive. Provided, however, if the Bank's Board of
Directors determines that the Executive is no longer a member of a select group
of management or highly compensated employees, as that phrase applies to ERISA,
for reasons other than death, Disability or retirement, the Bank may amend or
terminate this Agreement. Upon such amendment or termination the Bank shall
distribute benefits to the Executive as if Early Termination occurred on the
date of such amendment or termination, regardless of whether Early Termination
actually occurs.

                                   Article 7
                           Administration of Agreement

7.1      Plan Administrator Duties. This Agreement shall be administered by a
         Plan Administrator which shall consist of the Board, or such committee
         or person(s) as the Board shall appoint. The Executive may be a member
         of the Plan Administrator. The Plan Administrator shall also have the
         discretion and authority to (i) make, amend, interpret and enforce all
         appropriate rules and regulations for the administration of this
         Agreement and (ii) decide or resolve any and all questions including
         interpretations of this Agreement, as may arise in connection with the
         Agreement.

7.2      Agents. In the administration of this Agreement, the Plan Administrator
         may employ agents and delegate to them such administrative duties as it
         sees fit, (including acting through a duly appointed representative),
         and may from time to time consult with counsel who may be counsel to
         the Bank.

7.3      Binding Effect of Decisions. The decision or action of the Plan
         Administrator with respect to any question arising out of or in
         connection with the administration, interpretation and application of
         the Agreement and the rules and regulations promulgated hereunder shall
         be final and conclusive and binding upon all persons having any
         interest in the Agreement. No Executive or Beneficiary shall be deemed
         to have any right, vested or nonvested, regarding the continued use of
         any previously adopted assumptions, including but not limited to the
         Discount Rate.

7.4      Indemnity of Plan Administrator. The Bank shall indemnify and hold
         harmless the members of the Plan Administrator against any and all
         claims, losses, damages, expenses or liabilities arising from any
         action or failure to act with respect to this Agreement, except in the
         case of willful misconduct by the Plan Administrator or any of its
         members.

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7.5      Bank Information. To enable the Plan Administrator to perform its
         functions, the Bank shall supply full and timely information to the
         Plan Administrator on all matters relating to the date and
         circumstances of the retirement, Disability, death, or Separation from
         Service of the Executive, and such other pertinent information as the
         Plan Administrator may reasonably require.

7.6      Annual Statement. The Plan Administrator shall provide to the
         Executive, within one hundred twenty (120) days after the end of each
         Plan Year, a statement setting forth the benefits distributable under
         this Agreement.

                                    Article 8
                                  Miscellaneous

8.1      Binding Effect. This Agreement shall bind the Executive and the Bank,
         and their beneficiaries, survivors, executors, successors,
         administrators and transferees.

8.2      No Guarantee of Employment. This Agreement is not an employment policy
         or contract. It does not give the Executive the right to remain an
         employee of the Bank, nor does it interfere with the Bank's right to
         discharge the Executive. It also does not require the Executive to
         remain an employee nor interfere with the Executive's right to
         terminate employment at any time.

8.3      Non-Transferability. Benefits under this Agreement cannot be sold,
         transferred, assigned, pledged, attached or encumbered in any manner.

8.4      Tax Withholding. The Bank shall withhold any taxes that, in its
         reasonable judgment, are required to be withheld from the benefits
         provided under this Agreement. The Executive acknowledges that the
         Bank's sole liability regarding taxes is to forward any amounts
         withheld to the appropriate taxing authority(ies).

8.5      Applicable Law. The Agreement and all rights hereunder shall be
         governed by the laws of the State of California, except to the extent
         preempted by the laws of the United States of America.

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

8.7      Attorneys' Fees and Costs. In the event of litigation, arbitration or
         any other action or proceeding between the parties to interpret or
         enforce this Agreement or any part thereof or otherwise arising out of
         or relating to this Agreement, the prevailing party shall be entitled
         to recover its costs related to any such action or proceeding and its
         reasonable fees of attorneys, accountants and expert witnesses incurred
         by such party in connection with any such action or proceeding. The
         prevailing party shall be deemed to be the party which obtains
         substantially the relief sought by final resolution, compromise or
         settlement, or as may otherwise be determined by order of a court of

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         competent jurisdiction in the event of litigation, an award or decision
         of one or more arbitrators in the event of arbitration, or a decision
         of a comparable official in the event of any other action or
         proceeding. Any obligation to indemnify under this Agreement includes
         the obligation to pay reasonable fees of attorneys, accountants and
         expert witnesses incurred by the indemnified party in connection with
         matters subject to indemnification.

8.8      Unfunded Arrangement. The Executive and Beneficiary are general
         unsecured creditors of the Bank for the distribution of benefits under
         this Agreement. The benefits represent the mere promise by the Bank to
         distribute such benefits. The rights to benefits are not subject in any
         manner to anticipation, alienation, sale, transfer, assignment, pledge,
         encumbrance, attachment, or garnishment by creditors. Any insurance on
         the Executive's life is a general asset of the Bank to which the
         Executive and Beneficiary have no preferred or secured claim.

8.9      Reorganization. The Bank shall not merge or consolidate into or with
         another company, or reorganize, or sell substantially all of its assets
         to another company, firm, or person unless such succeeding or
         continuing company, firm, or person agrees to assume and discharge the
         obligations of the Bank under this Agreement. Upon the occurrence of
         such event, the term "Bank" as used in this Agreement shall be deemed
         to refer to the successor or survivor company.

8.10     Entire Agreement. This Agreement constitutes the entire agreement
         between the Bank and the Executive as to the subject matter hereof. No
         rights are granted to the Executive by virtue of this Agreement other
         than those specifically set forth herein.

8.11     Interpretation. Wherever the fulfillment of the intent and purpose of
         this Agreement requires, and the context will permit, the use of the
         masculine gender includes the feminine and use of the singular includes
         the plural.

8.12     Alternative Action. In the event it shall become impossible for the
         Bank or the Plan Administrator to perform any act required by this
         Agreement, the Bank or Plan Administrator may in its discretion perform
         such alternative act as most nearly carries out the intent and purpose
         of this Agreement and is in the best interests of the Bank.

8.13     Headings. Article and section headings are for convenient reference
         only and shall not control or affect the meaning or construction of any
         of its provisions.

8.14     Validity. In case any provision of this Agreement shall be illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts hereof, but this Agreement shall be construed and
         enforced as if such illegal and invalid provision has never been
         inserted herein.

8.15     Insolvency. If the California Commissioner of Financial Institutions
         appoints the Federal Deposit Insurance Corporation as receiver for the
         Bank, all obligations under this Agreement shall terminate as of the
         date that the Bank is declared insolvent, and Executive and Executive's
         Beneficiaries, heirs, successors and assigns shall have no legal or
         equitable rights, interests or claims in any property or assets of the
         Bank.

8.16     Notice. Any notice or filing required or permitted to be given to the
         Bank or Plan Administrator under this Agreement shall be sufficient if
         in writing and hand-delivered, or sent by registered or certified mail,
         to the address below:


                      ____________________________________

                      ____________________________________

                      ____________________________________

                      ____________________________________


         Such notice shall be deemed given as of the date of delivery or, if
         delivery is made by mail, as of the date shown on the postmark on the
         receipt for registration or certification.

         Any notice or filing required or permitted to be given to the Executive
         under this Agreement shall be sufficient if in writing and
         hand-delivered, or sent by mail, to the last known address of the
         Executive.

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<PAGE>

         IN WITNESS WHEREOF, the Executive and a duly authorized representative
of the Bank have signed this Agreement.


EXECUTIVE:                                  BANK:

                                            SERVICE 1ST BANK

/s/ SHANNON REINARD                         By:    /s/ ROBERT E. BLOCH
----------------------------------                 -----------------------------
Shannon Reinard                                    Robert E. Bloch

                                            Title: Chief Financial Officer
                                                   -----------------------------

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