|Mr. Jim Warren 25965 Terra Bella Laguna Hills, CA  92653 | Exhibit 10.111
|-------------------------------------------------------- | --------------

Re:     Employment Agreement

Dear Mr. Warren:

This letter agreement and attachments hereto, (collectively the Agreement) set forth the terms and conditions of your employment with Pan American Bank, FSB (Employer) and
its subsidiary United Auto Credit Corporation (UACC), both of which may be referred to interchangeably hereinafter as Employer.  By signing this Agreement, you will be agreeing to these terms.  It is
important that you understand clearly both what your benefits are and what is expected of you by Employer.  The effective date of this Agreement (the Effective Date) shall be as of March 1, 2002, and will replace your
previous agreement.

|1. | Term.  This Agreement shall have a term of three (3) years, commencing as of the Effective Date (the Term).  Where used herein,
Term shall refer to the entire period of your employment by Employer from and after the Effective Date, whether for the period provided above or as extended or terminated earlier as hereinafter provided.                                                                                                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2. | Duties.  You shall hold the office of Sr. Vice President  Operations of the Banks automobile finance subsidiary, (UACC). 
You shall perform the duties customarily performed by individuals holding a similar title with other financial institutions or as otherwise may be agreed upon by Employer and you from time to time. During the Term hereof, you shall perform the
services herein contemplated faithfully, diligently and to the best of your ability in compliance with instructions and policies of the Banks senior management, the Banks Board of Directors the Banks Federal Charter and Bylaws and
with all applicable laws and regulations.
|  
|3. | Compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      



---

|4. | Other Benefits.  During the Term hereof and unless otherwise agreed to by the Bank and you:                                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5. | Business Expenses.  You shall be entitled to reimbursement by Employer for any and all ordinary and necessary business expenses reasonably incurred by you in
the performance of your duties and in acting for Employer during the Term of this Agreement, provided that you furnish to Employer adequate records and other documentation as may be required for the substantiation of such expenditures as a business
expense of the Bank.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6. | Termination.                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                         





---

| |    | date of service, unless stayed by appropriate proceeding.  If the charges in the notice are dismissed, the Bank may in its discretion: (I) pay you all or part of the
compensation withheld while its obligations under this Agreement were suspended; and (ii) reinstate (in whole or in part) any of its obligations which were suspended.  If you are removed and/or permanently prohibited from participating in the
conduct of Employers affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818(e)(4) or (g)(1)), all obligations of the Bank under this Agreement shall terminate as of the
effective date of the order, but vested rights of the parties shall not be affected.                                                                                                                                                                                                                                                                                                                                                                                           
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | e) | Termination by Default.  If Employer is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Action (12 U.S.C. Section 1813(x)(1)), all obligations
under this Agreement shall terminate as of the date of default, but vested rights of the parties shall not be affected.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | f) | Supervisory Assistance or Merger.  All obligations under this Agreement shall be terminated, except to the extent that it is determined that continuation of the Agreement
is necessary for the continued operation of Employer: (I) by the Director of the Office of Thrift Supervision (the Director) or his or her designee, at the time that the Federal Deposit Insurance Corporation enters into an
agreement to provide assistance to or on behalf of Employer under the authority contained in Section 13(c) of the Federal Deposit Insurance Act (12 U.S.C. Section 1823(c)); or (ii) by the Director or his or her designee, at the time that the
Director or his or her designee approves a supervisory merger to resolve problems related to the operation of Employer or when Employer is in an unsafe or unsound condition.  All rights of the parties that have already vested, however, shall
not be affected by such action.                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | g) | Disability.  In the event that you shall fail, because of illness, incapacity or injury, to render the services contemplated by this Agreement for three (3) consecutive
calendar months, or for shorter periods aggregating four (4) months in any twelve (12) month period, your employment hereunder may be terminated by written notice from Employer to you.  In the event that your employment is terminated under this
Section 6(g), you shall receive the difference between any disability payments provided through insurance plans offered by Employer, if any, provided you have enrolled in such plans and paid the cost thereof, and your base salary as set forth in
Section 3(a) hereof, for six months after notice from Employer, plus the amount of any bonus compensation payable to you under Section 3(b) hereof, prorated through the date of termination.  Such termination shall not affect any rights, which
you may have pursuant to any insurance or other death benefit, or any stock option plans, or options thereunder, which rights shall continue to be governed by the provisions of such plans and arrangements.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | h) | Death.  If your employment is terminated by reason of your death, this Agreement shall terminate without further obligations of Employer to you (or your heirs or legal
representatives) under this Agreement, other than for payment of: (i) your base salary (as set forth in Section 3(a) hereof) through the date of termination; (ii) the amount of any bonus compensation payable to you under Section 3(b) above, prorated
through the date of termination; (iii) any compensation previously deferred by you; (iv) any accrued vacation and/.or sick leave pay; and (v) any amounts due pursuant to the terms of any applicable welfare benefit plan.  All of the foregoing
amounts shall be paid to                                                                                                                                                                                                                                                                                                                                                                                                                                        





---

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | your estate or beneficiary, as applicable, in a lump sum in cash within thirty (30) days after the date of termination or earlier as required by applicable law.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                 
|7.  | Disclosure or Use of Employers Trade Secrets.  During the Term hereof, you will have access to and become acquainted with what you and Employer
acknowledge are trade secrets or confidential or proprietary information of Employer (including but not limited to products, employees, practices, policies or process).  You shall not use or disclose any trade secrets, confidential or
proprietary information, directly or indirectly, or cause them to be used or disclosed in any manner, except as may be required or requested by Employer, by court order or under applicable law or regulation.  This paragraph shall survive the
termination of this agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.  | Return of Documents.  You expressly agree that all manuals, documents, files, reports, studies or other materials used and/or developed by you for Employer
during the Term of this Agreement or prior thereto while you were employed by Employer are solely the property of Employer, and that you have no right, title or interest therein.  Upon termination of this Agreement, you or your representative
shall promptly deliver possession of all such materials (including any copies thereof) to Employer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.  | Notices.  All notices, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered in person, or
sent by United States mail, certified or registered, with return receipt requested, if to you, addressed to you at your last residence address as shown in the records of Employer, and if to Employer, addressed to the President of Employer at
Employers principal office.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10. | Governing Law and Jurisdiction.  This Agreement, the legal relations between the parties and any action instituted by any party arising under or in connection
with this Agreement, shall be governed by and interpreted in accordance with the laws of the State of California.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|11. | Arbitration.  Any dispute, controversy or claim arising out of or in respect of this Agreement (or its validity, interpretation or enforcement), the
employment relationship or the subject matter hereof shall at the request of either party be submitted to and settled by arbitration conducted at a mutually convenient office of the Judicial Arbitration & Mediation Services, Inc.
(JAMS).  Employer and Employee may agree on a retired judge from the JAMS panel.  If we are unable to agree upon a retired judge, JAMS will provide a list of three available judges and each party may strike one.  If
two of the three judges are stricken, the remaining judge will serve as arbitrator.  If two arbitrators remain, the first judge listed shall serve as arbitrator.  Employer and you agree that arbitration must be initiated within two years
after the claim breach occurred and that the failure to initiate arbitration within the two-year period constitutes an absolute bar to the institution of any new proceedings related to such alleged breach.  The aggrieved party can initiate
arbitration by sending written notice of any intention to arbitrate by registered or certified mail to all parties and to JAMS.  The notice must contain a description of the dispute, the amount involved and the remedy sought.  The
prevailing party in such proceeding will be entitled to the reasonable attorneys fees and expenses of counsel and costs incurred by reason of such arbitration.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|12. | Benefit of Agreement.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns;
provided, however, that you may not assign any interest in this Agreement without the prior written consent of Employer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13. | Captions.  Captions and paragraph heading used in this Agreement are for convenience only and shall not be used in interpreting this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           





---

|14.                                                                                                                                                                                                                                                                                                                                             | Entire Agreement.  This Agreement contains the entire agreement of the parties with respect to your employment by Employer, and it expressly supersedes any and all other
agreements, either oral or written, relating thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|15.                                                                                                                                                                                                                                                                                                                                             | Severability.  Should any provision of this Agreement for any reason be declared invalid, void or unenforceable by a court of competent jurisdiction, the validity and
binding effect of any remaining portions of this Agreement shall remain in full force and effect as if this Agreement had been executed with such invalid, void or unenforceable provisions eliminated; provided, however, that the remaining provisions
still reflect the intent of the parties to this Agreement.                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|16.                                                                                                                                                                                                                                                                                                                                             | Amendments.  This Agreement may not be amended or modified except by a written agreement signed by you and the President of the Bank.  This Agreement and any
amendment thereof may be executed in counterparts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|17.                                                                                                                                                                                                                                                                                                                                             | Non-Solicitation.  You agree that for a period of one year after the termination of employment you will not, except in the case of termination pursuant to Section 6(b)
hereof, on behalf of the Employee or on behalf of any other individual, association or entity, call on any of the customers of Employer for the purpose of soliciting or inducing any of such customers to acquire (or providing to any of such
customers) any product or service provided by Employer, nor will Employee in any way, directly or indirectly, as agent or otherwise, in any other manner solicit, influence or encourage such customers to take away or to divert or direct their
business to Employee or any other person or entity by or with which Employee is employed, associated, affiliated or otherwise related.
|                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|18.                                                                                                                                                                                                                                                                                                                                             | Employees.  Employee agrees that for a period of two years after the termination of Employees employment, except in the case of termination pursuant to Section 6(b)
hereof, Employee will not, directly or indirectly, disrupt, damage, impair, or interfere with Employers business by soliciting, influencing, encouraging or recruiting any employee of Employer to work for Employee or any Employee Related
Entity.                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|We look forward to your continued successful association with the Bank.  In order to
confirm your agreement with and acceptance of the terms and conditions set forth above, please sign and date one copy of this Agreement where indicated below and return it to the Banks Human Resources Department.  The other copy is for
your records.

|Very truly yours,              | 
|------------------------------ | 
|                               | 
|                               | 
|/s/ RAY THOUSAND               | 
|                               | 
|Ray Thousand President and CEO | 





---

I agree to the terms of employment set forth in this Agreement subject to approval of the Board of Directors of Pan American Bank.

|/s/ JIM WARREN |  | July 18, 2002
|-------------- |  | -------------
|               |  |              
|Employee       |  | Date         





---

EXHIBIT B Severance Compensation Upon Termination Without Cause Pursuant to 6(b)

If
termination occurs during the first two years of the Term, the payment shall be equal to twelve (12) months salary at the then current base salary, plus prorated bonus through the date of termination.

If termination occurs in the third year, the amount paid shall be the actual amount of base salary remaining to be paid to the end of the Term, plus prorated bonus through the date of termination.





---

EXHIBIT A Bonus Calculations

GOALS for 2002

|                       |  |  | Bonus Level                              |  |   | %of Plan          | 
|---------------------- |  |  | ---------------------------------------- |  | - | ----------------- | 
|                       |  |  |                                          |  |   |                   | 
|UPFC Pretax Net Income |  |  | 50% of base salary                       |  | $ | 15.6 MM Pretax NI | 
|                       |  |  | 37.5% of base salary                     |  | $ | 14.0 MM Pretax NI | 
|                       |  |  | 25% of base salary                       |  | $ | 12.7 MM Pretax NI | 
|UACC Pretax Net Income |  |  | 50% of base salary                       |  | $ | 13.0 MM Pretax NI | 
|                       |  |  | 37.5% of base salary                     |  | $ | 12.0 MM Pretax NI | 
|                       |  |  | 25% of base salary                       |  | $ | 11.0 MM Pretax NI | 
|UACC Volume            |  |  | Minimum $22MM Avg/mo for one (1) quarter |  |   |                   | 
|UACC Delinquency       |  |  | Max 2% Average 30+ (incl. Repos)         |  |   |                   | 
|UACC Charge offs       |  |  | Max 6.75% Average charge off             |  |   |                   | 

The bonus calculation, including the amounts to be used for the goals as set forth
above, shall be mutually agreed upon in years 2 and 3 based on the approved budget.

Pre-tax profit for UACC shall be based upon the amount reflected in the Banks internal financial
statements for UACC without any allocation for Bank Corporate overhead, but including Cost of Funds charged by the Bank at 7% and assuming 6 to 1 leverage.

Attainment of goals/bonus assumes that
there are no material changes in policy by the Bank that might materially affect or limit the Auto Finance Division Business Plan.  If any material changes in policy are made by the Bank, and not concurred in by you, then goals and bonus
calculation will be adjusted accordingly upon mutual agreement of the parties.

Employee must be on the payroll at the end of the calendar year to be eligible for payment of a bonus regardless of
length of service or reason for termination or resignation unless provided for specifically in the Employment Agreement.  If Employee is discharged by the Company for Willful Misconduct or any other reason set forth in Paragraph
6(a) of the Employment Agreement, any right of the Employee to a bonus shall be forfeited even if you are on the payroll at the end of the calendar year.

Bonus payments will be made within 60 days
after the end of the calendar year allowing for the review of the results of operations.