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                                                                   Exhibit 10.10


December 8, 2000


Mr. Ray C. Thousand
30 Bridge Port Road
Newport Beach, CA  92657

        Re:    Employment Agreement

Dear Mr. Thousand:

This letter agreement and attachments hereto, (collectively the "Agreement") set
forth the terms and conditions of your employment with 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 December 8, 2000, 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 President and Chief Executive Officer
    of Employer, and President and Chief Executive Officer of Employer's
    automobile finance subsidiary, United Auto Credit Corporation ("UACC"). 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. Without limiting the
    foregoing, you shall serve as President and Chief Operating Officer of
    Employer's parent, United PanAm Financial Corporation ("UPFC") for such
    period during the Term as may be requested by Employer, and perform any such
    further or additional duties without compensation other than the
    compensation provided under this Agreement. You shall report directly to the
    Chairman of 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 it
               affiliates, including UACC, during the Term hereof, Employer
               shall pay or cause to be paid a base salary to you at the rate of
               $200,000 per annum from December 8, 2000 to December 7, 2001,
               $220,000 per annum from December 8, 2001 to December 7, 2002 and
               $240,000 per

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               annum from December 8, 2002 to December 7, 2003, payable in
               conformity with Employer's normal payroll periods and procedures.

        b)     Bonus. In addition to the base salary provided for under Section
               3(a) above, you shall be entitled to annual bonus compensation in
               accordance with the incentive compensation formula set forth in
               Exhibit A to this Agreement. Among other things, the incentive
               ---------
               compensation formula establishes certain performance criteria and
               volume objectives by which the amount of your bonus compensation,
               if any, is to be determined. 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.

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

        d)     Options. The parties agree that they will negotiate a mutually
               acceptable stock option package granting to you the right to
               purchase shares once the conversion to a state bank has been
               completed.

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, failure to reach 50%
               of pretax quarterly profit in a given quarter (using a quarterly
               weight of Q1 22%, Q2 24%, Q3 26% and Q4 28% for the yearly profit
               stipulated in Exhibit A) plus all the other conditions stipulated
               in Exhibit A, 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,

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               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 B. The severance payment under this
                                     ---------
               Section 6(b) shall be provided in a lump sum or, at your
               election, in equal monthly 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

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               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 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

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        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, 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 Chairman 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

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        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.

        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.

Very truly yours,




Guillermo Bron
Chairman of Pan American Bank

I agree to the terms of employment set forth in this Agreement subject to
approval of the Board of Directors of Pan American Bank.



__________________________________          _________________
Employee                                    Date

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                                    EXHIBIT A
                               Bonus Calculations

GOALS
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<TABLE>
<CAPTION>
                                                                                    December 31,
                                                                                        2001
                                                                                 ------------------
<S>                                                                              <C>
1. Pre-tax profit - UPFC                                                           $  12,500,000

2. Average monthly auto loan volume for last quarter of year                       $  18,500,000

3. Average delinquency of non-mortgage loans(30+ contractual) of less than                  2.25%

4. Average net charge-off of non-mortgage loans (charge-offs vs. average
O/S for the period) less than                                                               5.25%
</TABLE>

BONUS
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Bonus will be calculated as follows:
Year 1
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25% of base salary if pre-tax profit of $10,700,000_________ is achieved and at
least two of the other three goals are met.
50% of base salary if pre-tax profit of $11,300,000_________ is achieved and all
goals are met.
75% of base salary if pre-tax profit of $11,900,000__________ is achieved and
all goals are met.
100% of base salary if pre-tax profit of $12,500,000__________ is achieved and
all goals are met.

The bonus calculation, including the amounts to be used for the goals as set
forth above, shall be mutually agreed upon in years 2 and 3 based on the
approved budget for Employer.

Attainment of goals/bonus assumes that there are no material changes in policy
by Employer that might materially affect or limit the Business Plan. If any
material changes in policy are made by Employer, and not concurred in by you,
then goals and bonus calculation will be adjusted accordingly upon mutual
agreement of the parties.

You must be on the payroll at the end of the calendar year to be eligible for
payment of a bonus regardless of length of service or reason for termination or
resignation unless provided for specifically in the Agreement. If you are
discharged by Employer for any reasons set forth in Section 6(a) of the
Agreement, your right to a bonus shall be forfeited even if you are on the
payroll at the end of the calendar year.

Bonus payments will be made within 60 days after the end of the calendar year
allowing for the review of the results of operations. If you become entitled to
a bonus for any partial year during the Term by reason of termination of your
employment under Sections 6(b), (g), or (h) of the Agreement, your bonus shall
still be based on the entire calendar year's results and will not be due until
60 days following the end of such year.

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                                   EXHIBIT B
                            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.