EMPLOYMENT AGREEMENT

         This Agreement is made and entered into as of March 1, 2004, by and
between North Valley Bank, a California Banking corporation ("Employer") and H.
Russell Harris ("Employee").

         WHEREAS, North Valley Bancorp, a California Corporation, ("NVBancorp")
is the sole shareholder and holding company of North Valley Bank ("NVB"), which
has as a division Six Rivers Bank, ("SRB"); and

         WHEREAS, Employee has served as President and Chief Executive Officer
of Six Rivers Bank; and currently and pursuant to this Agreement will hold the
title of President of Six Rivers Bank, a division of North Valley Bank; and

         WHEREAS, Employer recognizes that the contributions of Employee to the
growth and success of Employer will be substantial and desires to assure
Employer of the continued service of Employee, and Employee desires to continue
in the employment of Employer;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, Employer and Employee agree as follows:

         1.       Term of Employment. Employer employs Employee and Employee
hereby accepts employment with Employer, upon the terms and conditions
hereinafter set forth, commencing on March 1, 2004, and ending on February 28,
2005, subject to the early termination provisions of Paragraph 12 hereof. The
term of this agreement shall be automatically extended for additional one (1)
year periods, unless Employee or Employer gives written notice of non-renewal,
not less than sixty (60) days before the end of the term.

         2.       Duties and Obligations of Employee. Employee shall serve as an
officer of Employer with the title of President of Six Rivers Bank and Senior
Vice President of North Valley Bank and shall perform the customary duties of
such office and such other duties as may from time to time be reasonably
requested of him by the Senior Management of Employer, including, without
limitation, the following:

                  (a)      Managing the day to day operations of SRB in
accordance with policies, procedures and directions of the Senior Management of
Employer and all applicable laws and regulations;

                  (b)      Managing SRB to accomplish the annual operational
budget and business plan as adopted by the Senior Management of Employer;

                  (c)      Maintaining a professional relationship with
regulatory agencies and governmental authorities having jurisdiction over
Employer and its division Six Rivers Bank;

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                  (d)      Providing leadership in the supervision of officers
and employees of Employer who work within the Division of Employer known as Six
Rivers Bank to accomplish the goals and objectives of Employer;

                  (e)      Interacting with NVB Executive Management,
Administration and Board of Directors.

         Employee shall be entitled to coverage under any director and officer
liability insurance policy obtained by Employer for directors and officers of
Employer. Employee shall also be entitled to indemnification for actions taken
by Employee in good faith and in a manner Employee reasonably believes to be in
the best interests of Employer in accordance with Employer's Articles of
Incorporation and Bylaws, the Indemnification Agreement (incorporated herein by
reference as Exhibit A to this Agreement) and applicable laws and regulations.

         3.       Devotion to Employer's Business.
                  -------------------------------

                  (a)      Employee shall devote his full time, ability, and
attention to the business of Employer during the term of this Agreement and
shall not during the term of this Agreement engage in any other business
activities, duties, or pursuits whatsoever, or directly or indirectly render any
services of a business, commercial, or professional nature to any other person
or organization, whether for compensation or otherwise, without the prior
approval of Senior Management. However, the expenditure of reasonable amounts of
time, for which Employee shall not be compensated by Employer, for educational,
charitable, or professional activities shall not be deemed a breach of this
Agreement if those activities do not materially interfere with the services
required of Employee under this Agreement.

                  (b)      Employee agrees to conduct himself at all times with
due regard to public conventions and morals. Employee further agrees not to do
or commit any act that will reasonably tend to shock or offend a reasonable
person, or to prejudice Employer or the banking industry in general.

                  (c)      Employee hereby represents and agrees that the
services to be performed under the terms of this Agreement are of a special,
unique, unusual, extraordinary, and intellectual character that gives them a
peculiar value, the loss of which cannot be reasonably or adequately compensated
in damages in an action at law. Employee therefore expressly agrees that
Employer, in addition to any other rights or remedies that Employer may possess,
shall be entitled to injunctive and other equitable relief to prevent or remedy
a breach of this Agreement by Employee.

         4.       Non-Competition by Employee. Subject to Paragraph 3 hereof,
and absent the prior written consent of Employer, Employee shall not, during the
term of this Agreement, directly or indirectly, either as an employee, employer,
consultant, agent, principal, stockholder, officer, director, or in any other
individual or representative capacity, engage or participate in any competitive
banking or financial services business, provided, however, that a passive

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portfolio investment in shares of stock of a publicly traded company, in an
amount not exceeding five percent (5%) of the outstanding shares of said
company, would not be prevented by this Paragraph 4.

         5.       Indemnification.
                  ---------------

                  (a)      To the extent required by law, Employee shall
indemnify and hold Employer harmless from all liability for loss, damage, or
injury to persons or property resulting from the gross negligence or intentional
misconduct of Employee.

                  (b)      To the extent permitted by law, Employer shall
indemnify Employee if he was or is a party or is threatened to be made a party
in any action brought by a third party against Employee (whether or not Employer
is joined as a party defendant) against expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with said
action if Employee acted in good faith and in a manner Employee reasonably
believed to be in the best interests of Employer (and with respect to a criminal
proceeding if Employee had no reasonable cause to believe his conduct was
unlawful), provided that the alleged conduct of Employee arose out of and was
within the course and scope of his employment. This indemnification provision is
subject to the provisions of the Indemnification Agreement attached hereto as
Exhibit A to this Agreement and to the extent this provision is inconsistent
with Exhibit A, the provisions of the Indemnification Agreement marked as
Exhibit A controls.

         6.       Disclosure of Information. Employee shall not, either before
or after termination of this Agreement, disclose to anyone any information
relating to Employer or any financial information, trade or business secrets,
customer lists, computer software or other information not otherwise publicly
available concerning the business or operations of Employer. Employee recognizes
and acknowledges that any financial information concerning any of Employer's
customers, as it may exist from time to time, is strictly confidential and is a
valuable, special and unique asset of Employer's business. Employee shall not,
either before or after termination of this Agreement, disclose to anyone said
financial information or any part thereof, for any reason or purpose whatsoever,
except as required by way of legal process, notice of which will be provided to
Employer prior to disclosure. This Paragraph 6 shall survive the expiration or
termination of this Agreement.

         7.       Proprietary Information of Employer. All proprietary
information of Employer whether written, printed, or on electronic data medium,
notebooks and records used by Employee in performing duties for Employer, other
than Employee's personal notes, personal files and diaries, are and shall remain
the sole property of Employer. Upon termination of employment, Employee shall
promptly return all such material (including all copies) to Employer. This
Paragraph 7 shall survive expiration or termination of this Agreement.

         8.       Surety Bond. Employee agrees that he will furnish all
information and take any other steps necessary from time to time to enable
Employer and Bank to obtain or maintain a fidelity bond conditional on the
rendering of a true account by Employee of all monies, goods, or other property

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which may come into the custody, charge, or possession of Employee during the
term of his employment. The surety company issuing the bond and the amount of
the bond must be acceptable to Employer. All premiums on the bond shall be paid
by Employer. If Employee cannot qualify for a surety bond at any time during the
term of this Agreement, Employer shall have the option to terminate this
Agreement immediately without any further obligation to Employee other than to
pay accrued salary, benefits or reimbursements.

         9.       Base Salary. In consideration for the services to be performed
hereunder, Employee shall receive an initial salary at the rate of Ninety-Four
Thousand Five Hundred Dollars ($94,500.00) calculated on a yearly basis, payable
in equal installments on the first and fifteenth days of each month through each
pay period until June 30, 2004, subject to applicable adjustments for
withholding taxes and prorations for any partial employment pay period. On or
about June 30, 2004, Employer and Employee will enter into a commission based
pay system that will pay Employee based on his and Six Rivers Bank's performance
on terms and conditions as developed by Employer using as the base draw under
said commission program for this Employee the amount of $94,500.00 per annum, as
adjusted upward or downward under the commission program as presently
contemplated. Until June 30, 2004, Employee shall receive his salary as set
forth above and shall continue to receive the salary on a pay period to pay
period basis until such time as the commission program for this Employee is put
in place and said program shall supercede the provisions of this paragraph.

         10.      Other Benefits. Employee shall be entitled to those employee
benefits adopted by Employer or NVBancorp for all employees of Employer, subject
to applicable qualification requirements and regulatory approval requirements,
if any. This includes participation in the North Valley Bancorp Employee Stock
Ownership Plan and the North Valley Bancorp 401(k) Profit Sharing Plan. Employee
shall be further entitled to the following additional benefits which shall
supplement or replace, to the extent duplicative of any part or all of the
general employee benefits, the benefits otherwise provided to Employee:

                  (a)      Vacation. Employee shall be entitled to four (4)
weeks annual vacation leave at his then existing rate of full salary each year
during the term of this Agreement consistent with the Company's policy now in
effect, and as modified, updated or revised in the future. Employee may be
absent from his employment for vacation as long as such leave is reasonable and
does not jeopardize his responsibilities and duties specified in this Agreement.
Employee shall take at least two (2) consecutive weeks of vacation annually.

                  (b)      Group Insurance. Employer shall provide, during the
term of this Agreement, group life, health (including medical, dental and
hospitalization), accident and disability insurance coverage for Employee and
his dependents through the insurer(s) selected by Employer and provided to all
employees generally. The premium costs for such group insurance shall be shared
and borne by Employer and Employee on the basis of the same percentages
applicable to all other participating employees.

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                  (c)      Automobile Allowance. Employee shall receive an
automobile allowance of $500.00 per month. Employee agrees to procure and
maintain liability, collision and comprehensive insurance coverage on any
automobiles that Employee drives in connection with his employment.

         11.      Business Expenses. Employee shall be reimbursed for ordinary
and necessary expenses incurred by Employee in connection with his employment,
subject to expense account guidelines established by the Board of Directors of
Employer. Employee shall also be reimbursed for expenses incurred in activities
associated with promoting the business of Employer that are specifically
authorized from time to time by the Board of Directors of Employer, including
expenses for entertainment, travel and similar items. Travel and other expenses
for attendance at conventions and educational programs that are approved in
advance by the Board of Directors of Employer shall also be reimbursed. Employer
will pay for or will reimburse Employee for such expenses upon presentation by
Employee from time to time of receipts or other appropriate evidence of such
expenditures. The parties agree that any expense advanced by Employee that is
not reimbursed by Employer for budget or other purposes pursuant to this
Paragraph, but which constitutes an ordinary and necessary business expense,
shall be subject to deduction on Employee's personal income tax return.

         12.      Termination of Agreement.
                  ------------------------

                  (a)      Automatic Termination. This Agreement shall terminate
automatically without further act of the parties and immediately upon the
occurrence of any one of the following events, determined in good faith by the
Board of Directors of Employer, subject to either party's right, without any
obligation whatsoever, to waive an event reasonably susceptible of waiver, and
the obligation of Employer to pay the amounts which would otherwise be payable
to Employee under this Agreement through the date upon which the event occurs:

                           (1)      The occurrence of circumstances that make it
impossible or impractical for Employer to conduct or continue its business.

                           (2)      The death of Employee.

                           (3)      The loss by Employee of legal capacity.

                           (4)      The loss by Employer of legal capacity to
contract.

                           (5)      The willful, intentional and material breach
of duty by Employee in the course of his employment.

                           (6)      The habitual and continued neglect by
Employee of his employment duties and obligations under this Agreement.

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                           (7)      The continuous mental or physical incapacity
of Employee which precludes Employee from performing services under this
Agreement.

                           (8)      Employee's willful and intentional violation
of any federal banking laws, or of the Bylaws, rules, policies or resolutions of
Employer, or of the rules or regulations of the California Department of
Financial Institutions, the Federal Deposit Insurance Corporation, the Office of
the Controller of the Currency or the Board of Governors of the Federal Reserve
System, or other regulatory agency or governmental authority having jurisdiction
over Employer.

                           (9)      The written determination by a state or
federal banking agency or governmental authority having jurisdiction over
Employer that Employee is not suitable to act in the capacity for which he is
employed by Employer.

                           (10)     Employee is convicted of any felony or a
crime involving moral turpitude or willfully and intentionally commits a
fraudulent or dishonest act.

                           (11)     Employee's willful and intentional
disclosure, without authority, of any secret or confidential information
concerning Employer or Employee takes any action which the Board of Directors of
Employer 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 Employer contrary to the best interests of
Employer.

                           (12)     Either party breaches a material term or
provision of this Agreement.

                  (b)      Termination by Employer. Employer, acting through its
Board of Directors, may, at its election and in its sole discretion, terminate
this Agreement for any reason, or for no reason, by giving not less than thirty
(30) days' prior written notice of termination to Employee, without prejudice to
any other remedy to which Employer may be entitled either at law, in equity or
under this Agreement. Upon such termination, Employee shall be entitled to
receive any employment benefits which shall have accrued prior to such
termination and the severance pay specified in sub-paragraph 12(d) below.

                  (c)      Termination by Employee. This Agreement may be
terminated by Employee for any reason, or no reason, by giving not less than
thirty (30) days' prior written notice of termination to Employer. Upon such
termination, all rights and obligations accruing to Employee under this
Agreement shall cease, except that such termination shall not prejudice
Employee's rights regarding employment benefits which shall have accrued prior
to such termination and any other remedy which Employee may have at law, in
equity or under this Agreement, which remedy accrued prior to such termination.

                  (d)      Severance Pay - Termination by Employer. In the event
of termination by Employer pursuant to Paragraph 12(b) or automatic termination
based upon Paragraphs 12(a)(1), 12(a)(4) or 12(a)(12) (to the extent of
Employer's breach), of this Agreement, Employee shall be entitled to receive

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severance pay at Employee's rate of salary immediately preceding such
termination equal to six (6) months' salary, payable in installments bi-monthly
on the first and fifteenth days of each month. In addition, Employee shall
receive as Annual Incentive compensation the amount paid under the Annual
Incentive Plan for the most recently completed calendar year prorated for the
number of months during the current calendar year, which Employee worked prior
to termination, payable in a lump sum. During such six (6) month period,
Employee shall be entitled to continuation of the group insurance benefits
described in Paragraph 10(b) hereof, with the premium costs shared and borne by
Employer and Employee on the basis of the same percentages applicable to all
other participating employees. Notwithstanding the foregoing, in the event of a
"change in control" as defined in subparagraph (e) below, Employee shall not be
entitled to severance pay pursuant to this sub-paragraph (d) and any rights of
Employee to severance pay shall be limited to such rights as are specified in
sub-paragraph (e) below. Employee acknowledges and agrees that severance pay
pursuant to this sub-paragraph (d) is in lieu of all damages, payments and
liabilities on account of the early termination of this Agreement and the sole
and exclusive remedy for Employee terminated at the will of Employer pursuant to
Paragraph 12(b) or pursuant to certain provisions of Paragraph 12(a) as
described herein.

                  (e)      Severance Pay - Change in Control. Upon a "change in
control" as defined herein, and within a period of one (1) year following
consummation of such a change in control, if (i) Employee's employment is
terminated; or (ii) without Employee's prior written consent there occurs (A)
any adverse change in the nature and scope of Employee's position,
responsibilities, duties, salary, benefits or location of employment, or (B) any
event which reasonably constitutes a demotion, significant diminution or
constructive termination (by resignation or otherwise) of Employee's employment,
then, in such event, Employee shall be entitled to receive severance pay in
addition to any bonus or incentive compensation payments otherwise due Employee.
Employee shall receive as, and in lieu of any other severance pay, two years
salary, subject to the other provisions of this sub-paragraph (e).

         Such severance payment, if any, shall be in lieu of all damages,
payments and liabilities on account of the events described above for which such
severance payment, if any, may be due Employee and any severance payment rights
of Employee under Paragraph 12(d) of this Agreement. This sub-paragraph (e)
shall be binding upon and inure to the benefit of the parties hereto and any
successors or assigns or employer or any "person" as defined herein.

         Notwithstanding the foregoing, Employee shall not be entitled to
receive nor shall Employer, its successors, assigns or any "person" as defined
herein, be obligated to pay severance payments pursuant to this sub-paragraph
(e) in the event of an occurrence described in Paragraph 12, sub-paragraphs (5),
(6), (8), (10), (11) or (12, to the extent of an Employee breach), or in the
event of a determination pursuant to sub-paragraph (9) thereof, or in the event
Employee terminates employment in accordance with Paragraph 12(c) and the
termination is not a result of or based upon the occurrence of any event
described in Paragraph 15(e)(ii) above.

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         If all or any portion of the amounts payable to Employee pursuant to
this Paragraph 12(e) alone, or together with other payments which Employee has
the right to receive from Employer, 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
Employer from which Employee has a right to receive payments subject to Sections
280G and 4999 of the Code, so as to cause a reduction of any excise tax pursuant
to Section 4999 of the Code to equal "zero".

         A "change in control" of Employer for purposes of this Agreement and
sub-paragraph (e) shall mean the occurrence of any of the following events with
respect to Employer (with the term "Employer" being defined for such a change in
control to be North Valley Bancorp): (i) a change in control of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or in response to any other form or report to the
regulatory agencies or governmental authorities having jurisdiction over
Employer or any stock exchange on which Employer's shares are listed which
requires the reporting of a change in control; (ii) any merger, consolidation or
reorganization of Employer in which Employer does not survive; (iii) any sale,
lease, exchange, mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions) of any assets of Employer having an
aggregate fair market value of fifty percent (50%) of the total value of the
assets of Employer, reflected in the most recent balance sheet of Employer; (iv)
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 Employer
representing 50% or more of the combined voting power of Employer's then
outstanding securities; (v) if in any one year period, individuals who at the
beginning of such period constitute the Board of Directors of Employer cease for
any reason to constitute at least a majority thereof, unless the election, or
the nomination for election by Employer's shareholders, of each new director is
approved by a vote of a least three-quarters of the directors then still in
office who were directors at the beginning of the period; (iv) a majority of the
members of the Board of Directors of Employer in office prior to the happening
of any event determines in its sole discretion that as a result of such event
there has been a change in control. Notwithstanding the foregoing or anything
else contained herein to the contrary, there shall not be a "change of control"
for purposes of this Agreement if the event which would otherwise come within
the meaning of the term "change of control" involves an Employee Stock Ownership
Plan or similar plan sponsored by Employer which is the party that acquires
"control" or is the principal participant in the transaction constituting a
"change in control," as described above.

         13.      Notices. Any notices to be given hereunder by either party to
the other shall be in writing and may be transmitted by personal delivery or by
U.S. mail, registered or certified, postage prepaid with return receipt
requested. Mailed notices shall be addressed to the parties at the addresses
listed as follows:

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                  Employer:         North Valley Bank
                                    300 Park Marina Circle
                                    Redding, California 96001
                                    Attn:  Jack Richter

                  Employee:         H. Russell Harris
                                    2910 Springer Drive
                                    McKinleyville, CA 95519

            with a copy to:         Mike Cushman, President
                                    North Valley Bancorp
                                    300 Park Marina Circle
                                    Redding, California 96001

         Each party may change the address for receipt of notices by written
notice in accordance with this Paragraph 13. Notices delivered personally shall
be deemed communicated as of the date of actual receipt; mailed notices shall be
deemed communicated as of three (3) days after the date of mailing.

         14.      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 Employer 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., San
Francisco, California ("JAMS"), in accordance with the rules and procedures of
JAMS then in effect. In the event JAMS is unable or unwilling to conduct such
arbitration, or has discontinued its business, the parties agree that a
representative member, selected by the mutual agreement of the parties, of the
American Arbitration Association, San Francisco, California ("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 Redding, California, unless otherwise agreed to by the parties. Employer
shall bear the cost of said arbitration.

         15.      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
his or its costs related to any such action or proceeding and his or its

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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. Every 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.

         16.      Entire Agreement. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties with respect to the
employment of Employee by Employer contains all of the covenants and agreements
between the parties with respect to the employment of Employee by Employer. Each
party to this Agreement acknowledges that no other representations, inducements,
promises, or agreements, oral or otherwise, have been made by any party, or
anyone acting on behalf of any party, which are not set forth herein, and that
no other agreement, statement, or promise not contained in this Agreement shall
be valid or binding on either party.

         17.      Modifications. Any modification of this Agreement will be
effective only if it is in writing and signed by the parties or their authorized
representatives.

         18.      Waiver. The failure of either party to insist on strict
compliance with any of the terms, provisions, covenants, or conditions of this
Agreement by the other party shall not be deemed a waiver of any term,
provision, covenant, or condition, individually or in the aggregate, unless such
waiver is in writing, nor shall any waiver or relinquishment of any right or
power at any one time or times be deemed a waiver or relinquishment of that
right or power for all or any other times.

         19.      Partial Invalidity. If any provision in this Agreement is held
by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force and effect
without being impaired or invalidated in any way.

         20.      Interpretation. This Agreement shall be construed without
regard to the party responsible for the preparation of the Agreement and shall
be deemed to have been prepared jointly by the parties. Any ambiguity or
uncertainty existing in this Agreement shall not be interpreted against either
party, but according to the application of other rules of contract
interpretation, if an ambiguity or uncertainty exists.

         21.      Governing Law and Venue. The laws of the United States of
America and the State of California, and the rules and regulations of the
California Department of Financial Institutions, the Federal Deposit Insurance
Corporation, the Office of the Controller of the Currency and the Board of
Governors of the Federal Reserve System shall govern the validity, construction
and effect of this Agreement.

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         22.      Payments Due Deceased Employee. If Employee dies prior to the
expiration of the term of his employment, any payments that may be due Employee
from Employer under this Agreement as of the date of death shall be paid to
Employee's executors, administrators, heirs, personal representatives,
successors or assigns.

         23.      Opportunity to Consult with Independent Advisors. Employee
acknowledges that he has been afforded the opportunity to consult with
independent advisors of his choosing including, without limitation, accountants
or tax advisors and counsel regarding both the benefits granted to him under the
terms of this Agreement and the (i) terms and conditions which may affect
Employee's right to these benefits and (ii) personal tax effects of such
benefits including, without limitation, the effects of any federal or state
taxes, Section 280G of the Code, and any other taxes, costs, expenses or
liabilities whatsoever related to such benefits, which in any of the foregoing
instances, Employee acknowledges and agrees shall be the sole responsibility of
Employee notwithstanding any other term or provision of this Agreement. Employee
further acknowledges and agrees that Employer shall have no liability whatsoever
related to any such personal tax effects or other personal costs, expenses, or
liabilities applicable to Employee and further specifically waives any right for
Employee, his heirs, beneficiaries, legal representatives, agents successors and
assigns to claim or assert liability on the part of Employer related to the
matters described in this Paragraph 23. Employee further acknowledges and agrees
that he has read, understands and consents to all of the terms and conditions of
this Agreement, and that he enters into this Agreement with a full understanding
of its terms and conditions.


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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth above, and, as to Employer, by an officer of Employer duly
authorized by appropriate resolution of its Board of Directors.


EMPLOYER:                                 EMPLOYEE:

NORTH VALLEY BANK

By:  _______________________________      ___________________________
                                          H. RUSSELL HARRIS

Title: _____________________________




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