EXHIBIT 10.3

Sublease by and between The Vintage Bank, as Lessor,  and North Bay Bancorp,  as
Lessee, with respect to premises
at 1190 Airport Road, Napa California
<PAGE>

                               SUBLEASE AGREEMENT

         This Sublease Agreement (the "Sublease") is entered into as of this 1st
day of February,  2003 by and between THE VINTAGE  BANK.,  a California  banking
corporation  ("Sublessor"),  and NORTH BAY  BANCORP,  a  California  corporation
("Sublessee").

                                    RECITALS

         WHEREAS,  Airport Blvd.,  Realty,  LLC (the "Lessor"),  as lessor,  and
Sublessor,  as lessee,  executed that certain  Standard  Industrial I Commercial
Multi-Tenant  Lease - Net (the "Master  Lease") dated as of December 1, 2001, as
amended  by that  certain  First  Amendment  to  Standard  IndustrialICommercial
Multi-Tenant  Lease  dated as of  October  1 2002  regarding  the  lease of that
certain real property  located in Napa County,  California as more  particularly
described  in the Master  Lease (the  "Master  Lease  Premises").  A copy of the
Master  Lease is  attached  hereto as  Exhibit  "A" and  incorporated  into this
Sublease by this reference;

         WHEREAS,  the Master Lease  Premises  consists of  approximately  5,007
square feet of rentable  area  within  building  containing  the  Premises  (the
"Building");

         WHEREAS,  by the terms of the Master Lease, the Subleased  Premises (as
defined below) was leased to Sublessor for a term often (10) years commencing on
February  1, 2003 and ending on  February  1, 2013,  subject to (i)  Sublessor's
option to extend  the term of the  Master  Lease for two (2)  additional  option
periods of sixty (60)  months each  ("Sublessor's  Options"),  and (ii)  earlier
termination as provided in the Master Lease; and

         WHEREAS,  Sublessor  desires to sublease to  Sublessee a portion of the
Master  Lease  Premises  and  Sublessee  desires  to lease  that  property  from
Sublessor subject to the terms and conditions contained in this Sublease.

         NOW  THEREFORE,  in  consideration  of the  foregoing  and  the  mutual
promises,  covenants,  and conditions set forth herein,  Sublessor and Sublessee
agree as follows:

         1.  Leasing  and   Description  of  Property   Subject  to  the  terms,
conditions,  and convenants set forth in this Sublease,  Sublessor hereby leases
to Sublessor, and Sublessee hereby leases from Sublessor a portion of the Master
Lease  Premises  consisting  of  approximately  1918  square feet as depicted on
Exhibit "B"  attached  hereto and  incorporated  herein by this  reference  (the
"Subleased Premises").

         2.  Term;  Option  to  Extend.  This  Sublease  shall  commence  on the
Effective Date, and shall end on the date on which the Master Lease  terminates.
Sublessee is, subject to the terms of this Sublease,  given the option to extend
the term of the Sublease on all the provisions  contained in this Sublease for a
period of time which is equivalent to any Sublessor  Option that is exercised by
Sublessor,  by giving  written  notice of exercise  of each option to  Sublessor
within  thirty  (30)  days  after  receipt  of  Sublessor's  notice  that it has
exercised Sublessor's Options.

Provided  that,  if Sublessee is in default on the date of giving  notice of any
option to extend the term of the  Sublease,  such option notice shall be totally
effective,  or if Sublessee is in default . on the date any extended  term is to
commence,  such extended term shall not commence and -this Sublease shall expire
at the end of the term then in  effect.  Sublessor  hereby  agrees  to  promptly
provide Sublessee with a copy of any notification  Sublessor  delivers to Lessor
regarding  Sublessor's  election  to  exercise,  or  to  not  exercise,  any  of
Sublessor's Options.

<PAGE>

         3.  Sublessee's   Share.  The  term  "Sublessee's   Share"  means  that
percentage  which is equal  to the  square  footage  of the  Subleased  Premises
divided  by the  square  footage of the Master  Lease  Premises  (including  the
Subleased  Premises).  The parties  agree that  Sublessee's  Share is  presently
thirty-eight and 31/l00ths percent (38.31%).

          4. Rent.  Sublessee  shall pay to Sublessor as rent for the  Subleased
Premises a rental  amount equal to  Sublessee's  Share of the rent  Sublessor is
required to pay under Section 1 .5 of the Master Lease. Sublessee shall pay such
rental  amount per month  payable  in advance on the first day of each  calendar
month  during the term,  commencing  on February 1, 2003.  Rent shall be paid to
Sublessor at any place designated in writing by Sublessor.  The rent payable for
any portion of a calendar  month shall be a pro rata portion of the rent payable
for a full calendar month.

          5.  Additional  Costs. In addition to the payment of rent as described
in Section 4 above,  Sublessee shall pay Sublessor  Sublessee's Share of any and
all additional costs Sublessor is obligated to pay Lessor under the terms of the
Master Lease prior to the time they arc due under the Master Lease.

          6. Use of  Premises;  Use of  Common  Areas.  Sublessee  shall use the
Subleased Premises for financial services, general office and related activities
and for no other purpose. Sublessee is granted the right to use the Common Areas
(as defined in the Master  Lease)  pursuant to the terms and  conditions  of the
Master  Lease.  Sublessee  shall  pay  Sublessee's  Share  of any and all  costs
Sublessor incurs in connection with the maintenance or utilization of the Common
Areas.

          7.  Quiet  Enjoyment.  Sublessor  covenants  that  Sublessee  shall be
entitled to quiet  enjoyment of the Subleased  Premises  provided that Sublessee
complies with the terms of this Sublease.

          8. Condition of Subleased  Premises  Sublessee agrees that Sublessee's
act of taking possession will be an acknowledgement  that the Subleased Premises
are in tenantable and good condition Sublessee will, at Sublessee's own expense,
maintain the Subleased Premises as required by the Master Lease.

          9.  Applicability  of  Master  Lease  This  Sublease  IS  subject  and
subordinate to the terms and conditions of the Master Lease.

          10. Assumption.  Sublessee expressly assumes and agrees to perform and
comply  with  all  the  obligations  required  to be kept  or  performed  by the
Sublessor, as lessee, under theaster Lease, to the extent they are applicable to
the  Subleased  Premises and the Common Areas,  with the exception  that (i) the
obligation and covenant to pay rent to the Lessor  required under Section 1.5 of
the Master Lease shall be considered performed by Sublessee to the extent and in
the  amount  rent is paid to  Sublessor  in  accordance  with  Section 4 of this
Sublease, and (ii) all other monetary obligations Sublessor owes to Lessor under
the Master Lease shall be considered performed by Sublessee to the extent and in
the amount such  additional  costs are paid to  Sublessor  iii  accordance  with
Section 5 of this  Sublease.  Sublessee  will not  commit  or suffer  any act on
omission that will violate any of the provisions of the Master Lease.
<PAGE>

          11.  Sublessee's  Rights Regarding  Continuing  Possession.  Sublessee
shall have the right at any time,  at  Sublessor's  expense,  to take any action
required to be taken, but not timely taken, by Sublessor,  that may be necessary
to  prevent a default  under the terms of the  Master  Lease.  If  Sublessor  is
provided with the right,  under the terms of the Master Lease,  to terminate the
Master Lease before the expiration of its term,  Sublessee rather than Sublessor
shall have the right to make that decision.  Nothing  contained in this Sublease
shall be construed so as to deprive  Sublessee of Sublessee's right to surrender
or otherwise terminate this Sublease as provided by law.

          12. Obligations of Sublessor.  Sublessor agrees to maintain the Master
Lease during the entire term of the Sublease,  subject  however,  to any earlier
termination of the Master Lease without the fault of Sublessor. Sublessor agrees
to comply with or perform all  obligations  of Sublessor  under the master Lease
that Sublessee has not assumed under this Sublease.  Sublessor will exercise due
diligence in  attempting  to cause Lessor to perform its  obligations  under the
Master  Lease for the benefit of  Sublessee.  Further,  Sublessor  agrees not to
modify or  surrender  the Master  Lease  without  the prior  written  consent of
Sublessee. Any modification or surrender made without that consent shall be null
and void and  shall  have no  effect  on the  rights  of  Sublessee  under  this
Sublease.  Sublessor  does not assume  the  obligations  required  to be kept or
performed by the Lessor under the Master Lease.

          13.  Termination  of Master Lease.  If the Master Lease is terminated,
this Sublease  shall  terminate  simultaneously  and the Sublessor and Sublessee
shall  thereafter  be released from all  obligations  under this  Sublease,  and
Sublessor shall refund to Sublessee any unearned rent paid in advance.

          14. Attorney's Fees. If any action or other proceeding  arising out of
this  Sublease is  commenced  by either party to this  Sublease  concerning  the
Subleased Premises or the interpretation or enforcement of the Sublease, then as
between  Sublessor  and  Sublessee,  the  prevailing  party shall be entitled to
receive  from the other  party,  in  addition  to any other  relief  that may be
granted,  the reasonable  attorney's fees,  costs, and expenses  incurred in the
action or other proceeding by the prevailing party.

         15. Counterparts.  This Sublease may be executed in counterparts,  each
of  which  shall  be  deemed  an  original  and alt of said  counterparts  shall
constitute but one and the same instrument.

         IN WITNESS  WHEREOF,  the Sublessor and the Sublessee  have caused this
Sublease to be executed as of the day and year first written above.
<PAGE>

            SUBLESSOR:

                              THE VINTAGE BANK, a California banking corporation


                              By: /s/  Glen C. Terry
                                  -------------------
                              Name:  Glen C. Terry
                              Title: President and CEO

            SUBLESSSEE:

                              NORTH BAY BANCORP, a California Corporation


                              By: /s/  Terry L. Robinson
                                  ----------------------
                              Name:  Terry L. Robinson
                              Title:  President and CEO