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                                                                   EXHIBIT 10.28


                                  PLUMAS BANK

                         DIRECTOR CONSULTING AGREEMENT

THIS AGREEMENT is made this 9th day of May, 2000, by and between Plumas Bank
(the "Company") and Arthur C. Grohs (hereinafter referred to as the "Consulting
Director"), whose address is 706 Main Street, Susanville, CA 96130


                                  INTRODUCTION

The Board of Directors of the Company has determined that it is in the best
interests of the Company to honor the Consulting Director for his or her
services to the Company of at least 15 years, to retain the Consulting
Director's services and to obtain the valued services of the Consulting Director
in a consulting capacity.

                                   AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the Company and the Consulting Director hereby agree as follows:

1.    CONSULTING Services. Upon the terms and subject to the conditions
      contained in this Agreement, the Consulting Director agrees to provide
      consultative services for the Company during the term of this Agreement.
      The Consulting Director agrees to devote his or her best efforts to the
      business of the Company, and shall perform his or her duties in a
      diligent, trustworthy, and business-like manner, all for the purpose of
      advancing the business of the Company. The Consulting Director agrees that
      this Agreement shall not become effective until such time the Consulting
      Director has (i) served on the Company's board of directors or the board
      of directors of the parent of the Company for a total of at least 15 years
      and (ii) has resigned from the Company's board of directors or the board
      of directors of the parent of the Company, if any or is no longer a
      director of the Company or the parent of the Company, if any.

2.    DUTIES. The duties of the Consulting Director shall be those duties that
      can reasonably be expected to be performed by a person in a consultative
      capacity. Such duties shall include, but shall not be limited to:

      -     Meeting annually with Board of Directors of Bank to review and
            discuss the strategic plan and the goals and objectives of Bank.

      -     Continuing to utilize the Bank as a significant banking facility for
            the Consulting Director and his or her businesses.
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      -     Continuing to refer customers to the Bank and to support the Bank
            within the Bank's community.

      -     Allowing the Bank to utilize the Consulting Director's name in all
            of the Bank and Bank affiliate publications.

      -     When invited by the Chairman of the Board, utilizing best efforts to
            attend the Bank retreats, meetings and other functions.

      -     Providing meaningful and comprehensive input to strategic issues or
            policies as requested by the Chairman.

      -     Not becoming involved as a director, officer, large shareholder
            (over 1%), advisor, consultant or employee of any financial
            institution operating in the counties where the Bank operates a
            branch or loan office.

      -     Being accessible to officers, directors and attorneys for any
            litigation support for the Bank or its affiliates involving the
            directorship with the Bank or its affiliates.

      The Board may waive any of the individual service requirements set forth
      above on a case by case basis.

3.    CONSULTING TERM. Subject to the terms and conditions hereof, the Company
      agrees to retain the Consulting Director for a term of three (3) years
      commencing as of the date Consulting Director's retirement from the Board
      of Directors of the Company ("Effective Date"). The Company may not
      terminate the Consulting Director's service agreement prior to the end of
      the three-year term unless such termination is due to a Termination for
      Cause as defined herein.

4.    FEES AND BENEFITS.

      (a)   BASE FEE AMOUNT. The Company shall, during the term of this
            Agreement, pay the Executive an annual base fee of $10,000 beginning
            on the Effective Date, pro rated for periods of less than 12 months.

      (b)   DEATH BENEFITS. If the Consulting Director dies prior to the
            termination of this Agreement, the Company shall pay the Consulting
            Director's named beneficiary (or the Consulting Director's estate if
            no beneficiary is named) a death benefit of $30,000 less any
            payments the Consulting Director has already received under the
            terms of this Agreement.



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5.    TERMINATION OF SERVICE. The Board of Directors of the Company may
      terminate the services of the Consulting Director under the following
      circumstances:

      (a)   DEATH DURING: THE THREE-YEAR CONSULTATIVE PERIOD. This Agreement
            ends at death, however, any eligible death benefits payable
            hereunder shall be paid in accordance with the provisions of
            paragraph 4(b) herein.

      (b)   DISABILITY The Company may terminate the Consulting Director's
            services for Disability if the Consulting Director is incapacitated
            or absent and unable to perform substantially all the regular duties
            of this Agreement for at least 180 days, consecutive or
            non-consecutive, during any 12 month period. Disability shall be
            determined by mutual agreement or by a physician who is board
            certified in the field of the Consulting Director's affiliation.

      (c)   VOLUNTARY RESIGNATION OR TERMINATION FOR CAUSE. If the Consulting
            Director shall voluntarily terminate his or her services for other
            than Good Reason or if the Company shall discharge the Consulting
            Director for Cause, this Agreement shall terminate immediately and
            the Company shall have no further obligation to make any payment
            under this Agreement which has not already become payable, but has
            not yet been paid. Provided, however, that with respect to any plans
            or programs in which the Consulting Director is participating at the
            time of his or her termination, the Consulting Director's rights and
            benefits under each such plan shall be determined in accordance with
            the terms, conditions, and limitations of the plan and any separate
            agreement executed by the Consulting Director which may then be in
            effect.

            For the purposes of this Agreement, the Company shall have "Cause"
            to terminate the Consulting Director's services hereunder upon:

            (i)   the willful and continued failure by the Consulting Director
                  to perform his or her duties with the Company (other than any
                  such failure resulting from incapacity due to Disability),
                  after a demand for substantial performance is delivered to the
                  Consulting Director by the Board which specifically identifies
                  the manner in which the Board believes that he or she has not
                  substantially performed his or her duties;

            (ii)  the willful engaging by the Consulting Director in gross
                  misconduct materially and demonstrably injurious to the
                  Company. For purposes of this paragraph, no act, or failure to
                  act, on the Consulting Director's part shall be considered
                  "willful" unless done, or omitted to be done, by him not in
                  good faith and without reasonable belief that his or her
                  action or omission was not in the best interest of the
                  Company;



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            For purposes of this Agreement, "Good Reason" shall mean:

            (i)   without his or her express written consent, the assignment to
                  the Consulting Director of any duties inconsistent with his or
                  her positions, duties, responsibilities and status with the
                  Company, or

            (ii)  a reduction by the Company in the Consulting Director's base
                  fee amount as in effect on the date hereof.

6.    MISCELLANEOUS PROVISIONS.

      (a)   CONSULTING DIRECTOR'S HEIRS ETC. The Consulting Director may not
            assign his or her rights or delegate his or her duties or
            obligations hereunder without the written consent of the Company.
            This Agreement shall inure to the benefit of and be enforceable by
            the Consulting Director's personal or legal representatives,
            executors, administrators, successors, heirs, distributees, devisees
            and legatees. If the Consulting Director should die while any
            amounts would still be payable to him or her hereunder as if he or
            she had continued to live, all such amounts, unless other provided
            herein, shall be paid in accordance with the terms of this Agreement
            to his or her designee or, if there be no such designee, to his or
            her estate.

      (b)   NOTICE. For the purposes of this Agreement, notices and all other
            communications provided for in the Agreement shall be in writing and
            shall be deemed to have been duly given when delivered or mailed by
            United States registered or certified mail, return receipt
            requested, postage prepaid, addressed to the respective addresses
            set forth on the first page of this Agreement, provided that all
            notices to the Company shall be directed to the attention of the
            Chief Executive Officer of the Company with a copy to the Secretary
            of the Company, or to such other in writing in accordance herewith,
            except that notices of change of address shall be effective only
            upon receipt.

      (c)   AMENDMENT: WAIVER. No provisions of this Agreement may be modified,
            waived or discharged unless such waiver, modification or discharge
            is agreed to in writing signed by the Consulting Director and an
            authorized officer of the Company. No waiver by either party hereto
            at any time of any breach by the other party hereto of, or
            compliance with, any condition or provision of this Agreement to be
            performed by such other party shall be deemed a waiver of similar or
            dissimilar provisions or conditions at the same or at any prior or
            subsequent time. No agreements or representations, oral or
            otherwise, express or implied, with respect to the subject matter
            hereof have been made by either party which are not set forth
            expressly in this Agreement.

      (d)   INVALID PROVISIONS. Should any portion of this Agreement be adjudged
            or held to be invalid, unenforceable or void, such holding shall not
            have the effect of invalidating or voiding the remainder of this
            Agreement and the parties hereby agree that the portion so held
            invalid, unenforceable or void shall, if possible, be deemed



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            amended or reduced in scope, or otherwise be stricken from this
            Agreement to the extent required for the purposes of validity and
            enforcement thereof.

      (e)   COUNTERPARTS. This Agreement may be executed in one or more
            counterparts, each of which shall be deemed to be an original but
            all of which together will constitute one and the same instrument.

      (f)   GOVERNING LAW. This Agreement shall be governed by and construed
            under the laws of the State of California.

      (g)   CAPTIONS AND HEADINGS. The use of captions and Section headings
            herein is for purposes of convenience only and shall not effect the
            interpretation or substance of any provisions contained herein.

IN WITNESS WHEREOF, the Consulting Director and a duly authorized Company
officer have signed this Agreement.

ARTHUR C. GROHS                           PLUMAS BANK
"CONSULTING DIRECTOR"                     "COMPANY"



s/s ARTHUR C. GROHS                       By:  s/s W. E. ELLIOTT
--------------------------------------       -----------------------------------
                                          Title:  President & CEO
                                                --------------------------------



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