EXHIBIT 10.15(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 April
15, 2002 ("Employment Agreement"),  is made by and among THE VINTAGE BANK, INC.,
a California  banking  corporation  ("Bank"),  and John A. Nerland  ("Employee")
(together  with Bank,  the  "Parties").  Capitalized  terms used but not defined
herein shall have the meaning ascribed to such terms in the Agreement.

                                    RECITALS
                                    --------

         WHEREAS, by the terms of the Employment Agreement, Employee is employed
by the Solano Bank ("Solano Bank"), a division of The Vintage Bank, a California
corporation  doing  business  as  "Solano  Bank",  operating  as a  wholly-owned
subsidiary of North Bay Bancorp, a California corporation;

         WHEREAS,  on January 10,  2005,  Solano Bank merged into the Bank,  and
therefore,  by operation of law, Employee became employed by Bank subject to the
terms and conditions set forth in the Employment Agreement; 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  of Solano Bank (a division of The
Vintage Bank, a California banking  corporation doing business as "Solano Bank")
and as may be  assigned  to him by the  Board of  Directors  of the Bank and the
Chief Executive Officer of the Bank, 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 Bank 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 Bank.  The Employee  shall  faithfully  adhere to,  execute and
fulfill all policies established by the Bank."

         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.

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

                                      THE VINTAGE BANK, INC.
                                      a California banking corporation


                                      By:_________________________________
                                      Name: Terry Robinson
                                      Title: Chief Executive Officer

                                      EMPLOYEE


                                      ------------------------------------
                                      John A. Nerland