EXHIBIT 10.14


                                SERVICE 1ST BANK
                          SALARY CONTINUATION AGREEMENT


         THIS SALARY CONTINUATION AGREEMENT (the "Agreement") is entered into
this 10th day of September, 2003, by and between SERVICE 1ST BANK, a
state-chartered commercial bank located in Stockton, California (the "Bank"),
and JOHN O. BROOKS (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 pay 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 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 ("APB") Opinion 12 as amended by Financial
         Accounting Standard ("FAS") 106 and the Discount Rate. The Accrual
         Balance shall be reported annually by the Bank to the Executive on
         Schedule A.

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 of Control" means the occurrence of any of the following events
         with respect to the Bank or, as applicable, its parent holding company
         Service 1st Bancorp ("Bancorp"):

         (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

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              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, 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
1.4(b) or 1.4(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

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Bancorp may determine by majority vote that the specific transaction does not
constitute a Change in Control under Section 1.4(b) or 1.4(f).

1.5      "Change of 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 7.50%. However, the Plan
         Administrator, in its sole discretion, may adjust the Discount Rate to
         maintain the rate within reasonable standards according to GAAP.

1.10     "Early Termination" means the Termination of Employment before Normal
         Retirement Age for reasons other than death, Disability, Termination
         for Cause or within twelve (12) months following a Change of Control.

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

1.12     "Early Termination Date" means the month, day and year in which Early
         Termination occurs.

1.13     "Effective Date" means June 1, 2003.

1.14     "Normal Retirement Age" means the Executive's sixty-sixth (66th)
         birthday.

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

1.16     "Normal Retirement Date" means the later of the Normal Retirement Age
         or Termination of Employment.

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

1.18     "Plan Year" means each twelve-month period commencing on the Effective
         Date.

1.19     "Schedule A" means the benefit description form attached to this
         Agreement, which shall be updated by the Plan Administrator annually.

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         if there is a conflict in terms or provisions between the Schedule A
         and this Agreement, the terms and provisions of this Agreement shall
         prevail.

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

1.21     "Termination of Employment" means that the Executive ceases to be
         employed by the Bank for any reason, voluntary or involuntary, other
         than by reason of a leave of absence approved by the Bank.

                                    Article 2
                            Benefits During Lifetime

2.1      Normal Retirement Benefit. Upon Termination of Employment on or after
         the Normal Retirement Age for reasons other than death, the Bank shall
         pay 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 Normal Retirement Benefit under
                  this Section 2.1 is FORTY THOUSAND DOLLARS ($40,000).

         2.1.2    Payment of Benefit. The Bank shall pay the Normal Retirement
                  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 Normal
                  Retirement Benefit shall be paid to the Executive for fifteen
                  (15) years.

2.2      Early Termination Benefit. Upon Early Termination, the Bank shall pay
         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 Early Termination Benefit under this
                  Section 2.2 is the Accrual Balance as of the end of the month
                  prior to the Early Termination Date.

         2.2.2    Payment of Benefit. The Bank shall pay the benefit to the
                  Executive in a lump sum within thirty (30) days following the
                  Early Termination Date.

2.3      Disability Benefit. Upon Termination of Employment due to Disability
         prior to Normal Retirement Age, the Bank shall pay 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 Disability Benefit under this Section
                  2.3 is the Accrual Balance as of the end of the month prior to
                  Termination of Employment due to Disability.

         2.3.2    Payment of Benefit. The Bank shall pay the Disability Benefit
                  to the Executive in a lump sum within thirty (30) days
                  following Termination of Employment due to Disability.

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2.4      Change of Control Benefit. Upon a Change of Control followed within
         twelve (12) months by the Executive's Termination of Employment, the
         Bank shall pay 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 Change of Control Benefit under
                  this Section 2.4 is the Normal Retirement Benefit amount set
                  forth in Section 2.1.

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

2.5      Internal Revenue Code Section 280G. If all or any portion of the
         amounts payable to the Executive pursuant to this Agreement alone or
         together with other payments which the Executive has the right to
         receive from the Bank, constitute "excess parachute payments" within
         the meaning of Section 280G of the Internal Revenue Code of 1986, as
         amended (the "Code"), that are subject to the excise tax imposed by
         Section 4999 of the Code (or similar tax and/or assessment), such
         amounts payable hereunder shall be reduced to the extent necessary,
         after first applying any similar reduction in payments to be received
         from any other plan or program sponsored by the Bank from which the
         Executive has a right to receive payments subject to Sections 280G and
         4999 of the Code, including without limitation any employment agreement
         made between the Bank and the Executive, so as to cause a reduction of
         any excise tax pursuant to Section 4999 of the Code to equal "zero".

                                    Article 3
                                  Beneficiaries

3.1      Beneficiary Designation. The Executive shall have the right, at any
         time, to designate a Beneficiary(ies) to receive any benefits payable
         under this Agreement 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 benefit plan of the Bank or
         Bancorp in which the Executive participates.

3.2      Beneficiary Designation: Change. 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.
         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.

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         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 Payment. If the Plan Administrator determines in its
         discretion that a benefit is to be paid 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 payment 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 payment of a benefit shall be a
         payment 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 payment 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;

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

         (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 pay any benefit under this
         Agreement if the Executive commits suicide within two years after the
         Effective Date. In addition, the Bank shall not pay 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;

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                  (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.

         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

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                       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 pay
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.

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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.

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 Termination of
         Employment 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 payable 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

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         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
         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 payment of benefits under this
         Agreement. The benefits represent the mere promise by the Bank to pay
         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.

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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/ JOHN O. BROOKS                       By: /s/ EUGENE C. GINI
----------------------------------          ------------------------------------
John O. Brooks                              Eugene C. Gini
                                            Title: Chairman, Executive Committee

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<PAGE>

SERVICE 1ST BANK
Salary Continuation Agreement
BENEFICIARY DESIGNATION FORM
================================================================================


I designate the following as Beneficiary of benefits under the Agreement payable
following my death:

Primary: _______________________________________________________________________

________________________________________________________________________________

Contingent: ____________________________________________________________________

________________________________________________________________________________

Note:    To name a trust as beneficiary, please provide the name of the
         trustee(s) and the exact name and date of the trust agreement.

I understand that I may change these beneficiary designations by delivering a
new written designation to the Plan Administrator. I further understand that the
designations will be automatically revoked if the beneficiary predeceases me,
or, if I have named my spouse as beneficiary and our marriage is subsequently
dissolved.

Name:         _______________________________

Signature:    _______________________________     Date: ________________________


Received by the Plan Administrator this _____ day of ___________________, 20___.

By:    _________________________________

Title: _________________________________


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