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                                                                  EXHIBIT 10.110

March 15, 2002

Mr. William Bron
1135 S Lapeer Drive
Los Angeles, Ca 90035

         Re:      Employment Agreement

Dear Mr. Bron:

This letter agreement and attachments hereto, (collectively the "Agreement") set
forth the terms and conditions of your employment with United PanAm Financial
Corp. and Pan American Bank, FSB ("Employer"). By signing this Agreement, you
will be agreeing to these terms. It is important that you understand clearly
both what your benefits are and what is expected of you by Employer. The
effective date of this Agreement (the "Effective Date") shall be as of
January 1, 2002, and will replace your previous agreement.

1.   Term. This Agreement shall have a term of three (3) years, commencing as of
     the Effective Date (the "Term"). Where used herein, "Term" shall refer to
     the entire period of your employment by Employer from and after the
     Effective Date, whether for the period provided above or as extended or
     terminated earlier as hereinafter provided.

2.   Duties. You shall hold the office of Chairman and Chief Executive Officer
     of United PanAm Financial Corp., and Chairman of Pan American Bank, FSB.
     You shall perform the duties customarily performed by individuals holding a
     similar title with other financial institutions or as otherwise may be
     agreed upon by Employer and you from time to time. You shall report
     directly to the Board of Directors of Employer. During the Term hereof, you
     shall perform the services herein contemplated faithfully, diligently and
     to the best of your ability in compliance with instructions and policies of
     Employer's Board of Directors, Employer's charter documents and Bylaws and
     with all applicable laws and regulations.

3.     Compensation.

       a)   Base Salary. For your service rendered to Employer and its
            affiliates, during the Term hereof, Employer shall pay or cause
            to be paid a base salary to you at the rate of $150,000 per
            December 31, 2002 payable in conformity with Employer's normal
            payroll periods and procedures. Your base salary will be reviewed
            yearly and adjusted at the Board of Director's discretion.

       b)   Bonus. In addition to the base salary provided for under Section
            3(a) above, the Board of Directors at its discretion may grant
            you a bonus. Your bonus shall be payable based on a calendar year
            and shall be due within 60 days of the end of each such year. Any
            bonus due for any partial year as provided in this Agreement
            shall also be paid within 60 days of the end of the calendar year
            in which the event giving rise to such partial payment occurs.

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          c)   Automobile Allowance. You shall receive during the Term of this
               Agreement an automobile allowance of Two Hundred Dollars ($200)
               per month.

          d)   Options. You will receive the following options on the following
               dates at the specified exercise prices and maturities:

                   250,000 Non-Qualified Options at $11 per share due on
                   March 31, 2010

                   250,000 Non-Qualified Options at $15 per share due on
                   March 31, 2010

                   250,000 Non-Qualified Options at $20 per share due on
                   March 31, 2010

4.        Other Benefits.  During the Term hereof and unless otherwise agreed to
          by Employer and you:

          a)   Vacation. You shall be entitled to a total of four (4) weeks paid
               vacation, the amount and term of which shall be determined in
               accordance with the policies of Employer as in effect from time
               to time.

          b)   Group Medical, Life Insurance and Other Benefits. You will be
               eligible for the medical, dental, vision, life insurance and
               long-term disability plans that are generally applicable to your
               employment classification.

5.        Business Expenses. You shall be entitled to reimbursement by Employer
          for any and all ordinary and necessary business expenses reasonably
          incurred by you in the performance of your duties and in acting for
          Employer during the Term of this Agreement, provided that you furnish
          to Employer adequate records and other documentation as may be
          required for the substantiation of such expenditures as a business
          expense of Employer.

6.        Termination.

          a)   Termination for Cause. Employer may for cause terminate your
               employment at any time during the Term of this Agreement. In such
               event, all of your rights under this Agreement shall terminate
               and you shall have no right to receive compensation, and other
               benefits shall cease for any period after the effective date of
               such termination for cause. Any bonus compensation otherwise
               accrued shall be forfeited. Termination for "cause" shall be
               defined as your personal dishonesty, willful misconduct, breach
               of fiduciary or duty of loyalty, continuing intentional or
               habitual failure to perform stated duties, violation of any law
               (other than minor traffic violations or similar misdemeanor
               offenses), rule or regulation adopted by the Office of Thrift
               Supervision, Federal Deposit Insurance Corporation or other
               regulatory agency with jurisdiction over Employer, any judgment,
               ruling or decree by any court of competent jurisdiction or
               administrative body that precludes or impairs your ability to
               perform the services contemplated by this Agreement or any
               material breach by you of any provision of this Agreement.

          b)   Termination Without Cause. Employer may terminate your employment
               without cause at any time during the Term of this Agreement. In
               the event that Employer terminates your employment without cause,
               you shall be entitled to receive as severance compensation an
               amount as provided in Exhibit A. The severance payment under this
               Section 6(b) shall be provided in a lump sum or, at your
               election, in equal monthly

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          installments for a period not to exceed twelve (12) months from the
          date of termination. This payment shall be in lieu of any and all
          other compensation due under the agreement unless previously vested or
          earned, except the amount of any bonus compensation payable to you
          under Section 3(b) hereof, shall be prorated through the date of
          termination.

     c)   Compliance with Law and Regulation. You and Employer expressly
          acknowledge and agree that any payments made to you pursuant to this
          Agreement or otherwise are subject to and conditioned upon compliance
          with 12 U.S.C. Section 1828(k) and any regulations promulgated
          thereunder.

     d)   Suspension and Removal Orders. If you are suspended and/or temporarily
          prohibited from participating in the conduct of Employer's affairs by
          notice served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit
          Insurance Act (12 U.S.C. Section 1818 (e)(3) and (g)(1)), the
          Employer's obligations under this Agreement shall be suspended as of
          the date of service, unless stayed by appropriate proceeding. If the
          charges in the notice are dismissed, Employer may in its discretion:
          (I) pay you all or part of the compensation withheld while its
          obligations under this Agreement were suspended; and (ii) reinstate
          (in whole or in part) any of its obligations which were suspended. If
          you are removed and/or permanently prohibited from participating in
          the conduct of Employer's affairs by an order issued under Section
          8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C.
          Section 1818(e)(4) or (g)(1)), all obligations of Employer under this
          Agreement shall terminate as of the effective date of the order, but
          vested rights of the parties shall not be affected.

     e)   Termination by Default. If Employer is in default (as defined in
          Section 3(x)(1) of the Federal Deposit Insurance Action (12 U.S.C.
          Section 1813(x)(1)), all obligations under this Agreement shall
          terminate as of the date of default, but vested rights of the parties
          shall not be affected.

     f)   Supervisory Assistance or Merger. All obligations under this Agreement
          shall be terminated, except to the extent that it is determined that
          continuation of the Agreement is necessary for the continued operation
          of Employer: (I) by the Director of the Office of Thrift Supervision
          (the "Director") or his or her designee, at the time that the Federal
          Deposit Insurance Corporation enters into an agreement to provide
          assistance to or on behalf of Employer under the authority contained
          in Section 13(c) of the Federal Deposit Insurance Act (12 U.S.C.
          Section 1823(c)); or (ii) by the Director or his or her designee, at
          the time that the Director or his or her designee approves a
          supervisory merger to resolve problems related to the operation of
          Employer or when Employer is in an unsafe or unsound condition. All
          rights of the parties that have already vested, however, shall not be
          affected by such action.

     g)   Disability. In the event that you shall fail, because of illness,
          incapacity or injury, to render the services contemplated by this
          Agreement for three (3) consecutive calendar months, or for shorter
          periods aggregating four (4) months in any twelve (12) month period,
          your employment hereunder may be terminated by written notice from
          Employer to you. In the event that your employment is terminated under
          this Section 6(g), you shall receive the difference between any
          disability payments provided through insurance plans offered by
          Employer, if any, provided you have enrolled in such plans

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          and paid the cost thereof, and your base salary as set forth in
          Section 3(a) hereof, for six months after notice from Employer, plus
          the amount of any bonus compensation payable to you under Section 3(b)
          hereof, prorated through the date of termination. Such termination
          shall not affect any rights, which you may have pursuant to any
          insurance or other death benefit, or any stock option plans, or
          options vested thereunder, which rights shall continue to be governed
          by the provisions of such plans and arrangements.

     h)   Death. If your employment is terminated by reason of your death, this
          Agreement shall terminate without further obligations of Employer to
          you (or your heirs or legal representatives) under this Agreement,
          other than for payment of: (i) your base salary (as set forth in
          Section 3(a) hereof) through the date of termination; (ii) the amount
          of any bonus compensation payable to you under Section 3(b) above,
          prorated through the date of termination; (iii) any compensation
          previously deferred by you; (iv) any accrued vacation and/.or sick
          leave pay; and (v) any amounts due pursuant to the terms of any
          applicable welfare benefit plan. All of the foregoing amounts (other
          than any prorated bonus compensation) shall be paid to your estate or
          beneficiary, as applicable, in a lump sum in cash within thirty (30)
          days after the date of termination or earlier as required by
          applicable law.

7.   Disclosure or Use of Employer's Trade Secrets. During the Term hereof, you
     will have access to and become acquainted with what you and Employer
     acknowledge are trade secrets or confidential or proprietary information of
     Employer (including but not limited to products, employees, practices,
     policies or process). You shall not use or disclose any trade secrets,
     confidential or proprietary information, directly or indirectly, or cause
     them to be used or disclosed in any manner, except as may be required or
     requested by Employer, by court order or under applicable law or
     regulation. This paragraph shall survive the termination of this agreement.

8.   Return of Documents. You expressly agree that all manuals, documents,
     files, reports, studies or other materials used and/or developed by you for
     Employer during the Term of this Agreement or prior thereto while you were
     employed by Employer are solely the property of Employer, and that you have
     no right, title or interest therein. Upon termination of this Agreement,
     you or your representative shall promptly deliver possession of all such
     materials (including any copies thereof) to Employer.

9.   Notices. All notices, demands or other communications hereunder shall be in
     writing and shall be deemed to have been duly given if delivered in person,
     or sent by United States mail, certified or registered, with return receipt
     requested, if to you, addressed to you at your last residence address as
     shown in the records of Employer, and if to Employer, addressed to the
     Chairman of Employer at Employer's principal office.

10.  Governing Law and Jurisdiction. This Agreement, the legal relations between
     the parties and any action instituted by any party arising under or in
     connection with this Agreement, shall be governed by and interpreted in
     accordance with the laws of the State of California.

11.  Arbitration. Any dispute, controversy or claim arising out of or in respect
     of this Agreement (or its validity, interpretation or enforcement), the
     employment relationship or the subject matter hereof shall at the request
     of either party be submitted to and settled by arbitration conducted at a
     mutually convenient office of the Judicial Arbitration & Mediation
     Services,

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     Inc. ("JAMS"). Employer and you may agree on a retired judge from the JAMS
     panel. If we are unable to agree upon a retired judge, JAMS will provide a
     list of three available judges and each party may strike one. If two of the
     three judges are stricken, the remaining judge will serve as arbitrator. If
     two arbitrators remain, the first judge listed shall serve as arbitrator.
     Employer and you agree that arbitration must be initiated within two years
     after the claim breach occurred and that the failure to initiate
     arbitration within the two-year period constitutes an absolute bar to the
     institution of any new proceedings related to such alleged breach. The
     aggrieved party can initiate arbitration by sending written notice of any
     intention to arbitrate by registered or certified mail to all parties and
     to JAMS. The notice must contain a description of the dispute, the amount
     involved and the remedy sought. The prevailing party in such proceeding
     will be entitled to the reasonable attorneys' fees and expenses of counsel
     and costs incurred by reason of such arbitration.

12.  Benefit of Agreement. This Agreement shall be binding upon and shall inure
     to the benefit of the parties hereto and their respective successors and
     assigns; provided, however, that you may not assign any interest in this
     Agreement without the prior written consent of Employer.

13.  Captions. Captions and paragraph heading used in this Agreement are for
     convenience only and shall not be used in interpreting this Agreement.

14.  Entire Agreement. This Agreement contains the entire agreement of the
     parties with respect to your employment by Employer, and it expressly
     supersedes any and all other agreements, either oral or written, relating
     thereto.

15.  Severability. 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 of
     this Agreement shall remain in full force and effect as if this Agreement
     had been executed with such invalid, void or unenforceable provisions
     eliminated; provided, however, that the remaining provisions still reflect
     the intent of the parties to this Agreement.

16.  Amendments. This Agreement may not be amended or modified except by a
     written agreement signed by you and the President of Employer. This
     Agreement and any amendment thereof may be executed in counterparts.

17.  Non-Solicitation. You agree that for a period of one year after the
     termination of employment you will not, except in the case of termination
     pursuant to Section 6(b) hereof, on behalf of the Employee or on behalf of
     any other individual, association or entity, call on any of the customers
     of Employer for the purpose of soliciting or inducing any of such customers
     to acquire (or providing to any of such customers) any product or service
     provided by Employer, nor will you in any way, directly or indirectly, as
     agent or otherwise, in any other manner solicit, influence or encourage
     such customers to take away or to divert or direct their business to you or
     any other person or entity by or with which Employee is employed,
     associated, affiliated or otherwise related.

18.  Employees. Employee agrees that for a period of two years after the
     termination of Employee's employment, except in the case of termination
     pursuant to Section 6(b) hereof, you will not, directly or indirectly,
     disrupt, damage, impair, or interfere with Employer's business by
     soliciting, influencing, encouraging or recruiting any employee of Employer
     to work for you or any other person or entity.

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     We look forward to your continued successful association with us. In order
to confirm your agreement with and acceptance of the terms and conditions set
forth above, please sign and date one copy of this Agreement where indicated
below and return it to my office. The other copy is for your records.

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Very truly yours,


<S>                                                 <C>
/s/ Ray Thousand                                    /s/ Luis Maizel
Ray Thousand                                        Luis Maizel
President of United PanAm Financial Corp.           Chairman, Compensation Committee
President of Pan American Bank                      United PanAm Financial Corp
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I agree to the terms of employment set forth in this Agreement subject to
approval of the Board of Directors of Pan American Bank.

/s/ William Bron                            3/21/02
--------------------------------            -------------------
Employee                                    Date






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                                    EXHIBIT A
                             Severance Compensation
                         Upon Termination Without Cause
                                Pursuant to 6(b)

If termination occurs during the first two years of the Term, the payment shall
be equal to twelve (12) months salary at the then current base salary, plus
prorated bonus through the date of termination.

If termination occurs in the third year, the amount paid shall be the actual
amount of base salary remaining to be paid to the end of the Term, plus prorated
bonus through the date of termination.