EXHIBIT 10.6(a)

                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT
                              --------------------


         This FIRST AMENDMENT  ("Amendment") entered into this 28th day of March
2005 effective as of January 18, 2005, to the EMPLOYMENT  AGREEMENT  dated March
1, 2004  ("Employment  Agreement"),  is made by and among North Bay  Bancorp,  a
California corporation ("Company"), and Terry L. Robinson ("Employee") (together
with Company,  the  "Parties").  Capitalized  terms used but not defined  herein
shall have the meaning ascribed to such terms in the Employment Agreement.

                                    RECITALS
                                    --------

         WHEREAS, by the terms of the Employment  Agreement,  Employee agreed to
be employed by the Company; and

         WHEREAS, the Parties desire to enter into this Amendment to clarify the
duties and responsibilities of the Employee.

         NOW,  THEREFORE,  in  consideration of the premises and the agreements,
provisions and covenants contained herein, the Parties hereto agree as follows:

                                    AGREEMENT
                                    ---------

         1.  Section 1.2 of the  Employment  Agreement  is hereby  modified  and
replaced in entirety with the following language in lieu thereof:

         "1.2 Duties of the  Employee.  During the Term of this  Agreement,  the
Employee shall  diligently  perform all duties and  responsibilities  reasonably
accorded to and expected of the  President  and Chief  Executive  Officer of the
Company,  and Chief  Executive  Officer  of The  Vintage  Bank,  a wholly  owned
subsidiary  of  the  Company,  and as may be  assigned  to him by the  Board  of
Directors of the Company (the "Board of  Directors"),  and shall  exercise  such
power and  authority as may from time to time be  delegated to him thereby.  The
Employee  shall devote his full  business time and attention to the business and
affairs of the Company as necessary  to perform his duties and  responsibilities
hereunder,  render  such  services  to the best of his  ability and use his best
efforts to promote the interests of the Company.  The Employee shall  faithfully
adhere to, execute and fulfill all policies established by the Company."

         2. In all other  respects,  the terms and  provisions  contained in the
Employment Agreement shall remain unchanged and in full force and effect. To the
extent that any provision this Amendment  contradicts or directly conflicts with
any  provision of the  Employment  Agreement,  the terms and  provisions of this
Amendment shall apply and shall govern.



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         IN WITNESS WHEREOF, the Parties hereto have signed this Amendment under
as of the date first written above.

                                     NORTH BAY BANCORP
                                     a California corporation


                                     By:_________________________________
                                          Name:  David B. Gaw
                                          Title: Chairman of the Board

                                     EMPLOYEE


                                     ------------------------------------
                                     Terry L. Robinson