NORTH BAY BANCORP/CA
EXHIBIT 10.4 EMPLOYMENT AGREEMENT / BRAIN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>p14224_ex10-4.txt
<DESCRIPTION>EXHIBIT 10.4 EMPLOYMENT AGREEMENT / BRAIN
<TEXT>
                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the 1st day of May,  2001 by and  between  North Bay  Bancorp,  a  California
corporation (the "Company"), and Dale Brain (the "Employee").

                                   BACKGROUND

         WHEREAS,  the  Employee  is  currently  employed  by  the  Company  and
possesses  valuable  knowledge and skills that have contributed to the operation
of the Company and its subsidiary banks; and

         WHEREAS, the Company desires to continue Employee's  employment and the
Employee is willing to continue  to be employed by the  Company,  upon the terms
and subject to the conditions hereinafter set forth;

         NOW, THEREFORE, in consideration of the premises, agreements and mutual
covenants set forth herein, the parties hereto hereby agree as follows:

         1.       Employment

                  1.1  General.  The  Company  hereby  employs  the  Employee as
Executive Vice President and Chief Operating Officer on the terms and subject to
the conditions contained in this Agreement, and the Employee hereby accepts such
employment  on the  terms  and  subject  to the  conditions  contained  in  this
Agreement.

                  1.2 Duties of Employee. During the Term of this Agreement, the
Employee shall  diligently  perform all duties and  responsibilities  reasonably
accorded to and expected of the Executive  Vice  President  and Chief  Operating
Officer of the Company  and as may be assigned to him by the Board of  Directors
of the Company (the "Board of Directors")  or the President and Chief  Executive
Officer of the Company,  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.

                  1.3 Place of  Performance.  Except for required travel for the
Company's business,  the Employee shall perform his duties and  responsibilities
from the offices of the Company and its subsidiaries.

         2.       Term.   Subject  to  the  provisions  of  Section  4  of  this
Agreement, the initial term of Employee's employment hereunder shall commence on
the date of this Agreement (the "Effective Date") and shall continue  thereafter
until the third anniversary

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of the  Effective  Date (the  "Initial  Term").  Unless the Employee  shall have
notified the Company, or the Company shall have notified the Employee,  not less
than sixty days prior to the  expiration  of the  Initial  Term of such  party's
election  not to continue the Term of this  Agreement,  upon  expiration  of the
Initial Term,  the  Employee's  employment  hereunder  shall  continue until the
fourth  anniversary  of the Effective  Date and  thereafter  shall continue on a
year-to-year  basis unless either party notifies the other,  not less than sixty
days prior to  expiration  of the then  current  Renewal  Term,  of such party's
election  not to  continue  the Term of this  Agreement  (each  such  additional
one-year  period,  a "Renewal  Term";  the Initial Term and any Renewal Term are
collectively referred to hereinafter as the "Term"). The election by the Company
not to continue the Term of Employee's  employment  for a Renewal Term shall not
be deemed a termination  without Cause  pursuant to Section 4.1(b) hereof except
as expressly provided in Section 4.1(d) hereof.

         3.       Compensation.

                  3.1  Salary.  During  the  Term of the  Employee's  employment
hereunder,  the Employee  shall receive an annual salary of one hundred  fifteen
thousand  dollars  ($115,000)  payable at such  times and in such  manner as the
Company's  normal  payroll  schedule may from time to time  provide.  Employee's
annual salary shall be subject to annual  adjustment as may be determined by the
Board of Directors in its sole and absolute discretion.

                  3.2 Incentive Compensation.  The Employee shall be eligible to
receive as additional compensation each year during his employment hereunder, as
determined  by the Board of Directors or an  applicable  committee  thereof,  in
accordance with the terms of an Incentive  Compensation Plan adopted annually by
the Board of Directors.  Such additional  compensation  (if any) to be paid at a
time or times and in a manner consistent with the Company's normal practices for
the payment of bonuses, or as the Board of Directors or applicable committee may
otherwise determine.

                  3.3 Benefits.  During his employment  hereunder,  the Employee
shall be entitled to participate in all plans adopted for the general benefit of
the Company's management employees,  including medical plans and 401(k) plan, to
the extent that the Employee is and remains eligible to participate  therein and
subject to the eligibility provisions of such plans in effect from time to time.
In the event Employee's  employment  hereunder is terminated and the Employee is
entitled to  compensation  pursuant to Section  4.4(d),  the  Employee  shall be
entitled to continue to  participate  in the  Company's  medical  plan until the
earlier of (a) expiration of the applicable  payment period set forth in Section
4.4(d)(i) or (b) the date Employee obtains new employment.

                  3.4  Vacation.  During each  calendar  year of his  employment
hereunder,  the Employee shall be entitled to twenty (20) days of paid vacation,
prorated for any period of employment of less than an entire year, provided that
vacation time will  continue to accrue only so long as Employee's  total accrued
vacation  does not exceed  twenty  five (25)  days.  Should  Employee's  accrued
vacation time reach twenty five (25)

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days,  Employee will cease to accrue further vacation until  Employee's  accrued
vacation time falls below that level.  Notwithstanding anything contained in the
foregoing,  Employee  shall  take not less  than  five (5)  consecutive  days of
vacation during each calendar year during the Term of this  Agreement.  Employee
may be  absent  from  his  employment  for  vacation  only at  such  time as the
President and Chief  Executive  Officer of the Company shall determine from time
to time.

                  3.5  Withholding.   Notwithstanding   any  provision  in  this
Agreement to the  contrary,  all payments  required to be made by the Company to
the Employee  hereunder or otherwise arising out of, related or incidental to or
in  connection  with the  Employee's  employment  hereunder  shall be subject to
withholding  of such  amounts  relating to taxes as the  Company may  reasonably
determine it should withhold pursuant to any applicable law or regulation.

                  3.6 Reimbursement of Expenses. The Company agrees to reimburse
the Employee for all reasonable business travel and other out-of-pocket expenses
incurred by the Employee in the  discharge of his duties  hereunder,  subject to
the  Company's   reimbursement  policies  in  effect  from  time  to  time.  All
reimbursable expenses shall be appropriately  documented in reasonable detail by
the Employee upon submission of any request for  reimbursement,  and in a format
and manner  consistent with the Company's  expense  reporting policy, as well as
applicable federal and state record keeping requirements.

                  3.7.   Automobile.   The  Company  will  pay  to  Employee  an
automobile allowance in the amount of five hundred dollars ($500) per month. The
Employee shall be responsible  for insurance and  maintenance  costs  associated
with  such  automobile's  operation.  The  Employee  shall  not be  entitled  to
reimbursement  for mileage.  Employee  shall  procure and maintain an automobile
liability  insurance policy on the automobile,  with coverage including Employee
for at least a minimum of $300,000 for bodily  injury or death to any one person
in any one accident,  and $100,000 for property damage in any one accident.  The
Employer  shall be named as an  additional  insured and Employee  shall  provide
Employer copies of policies evidencing  insurance and Employer's inclusion as an
additional insured.

         4.       Termination

                  4.1      By Company.

                           (a) With Cause. Notwithstanding any provision in this
Agreement to the contrary, the Employee's employment hereunder may be terminated
by the Company at any time for "Cause," and such termination  shall be effective
immediately upon written notice to the Employee. For purposes of this Agreement,
"Cause" for the  termination of the  Employee's  employment  hereunder  shall be
deemed to exist if, in the  reasonable  judgment of the Board of Directors:  (i)
the Employee commits fraud,  theft or embezzlement  against the Company,  or any
subsidiary or affiliate  thereof;  (ii) the Employee commits a felony or a crime
involving moral turpitude; (iii) the Employee

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compromises  trade secrets or other proprietary  information of the Company,  or
any   subsidiary  or  affiliate   thereof;   (iv)  the  Employee   breaches  any
non-solicitation  agreement  with the Company,  or any  subsidiary  or affiliate
thereof;  (v) the Employee  breaches any of the terms of this  Agreement  (other
than those  referenced  in clauses  (iii) and (iv) of this  Section  4.1(a)) and
fails to cure such  breach  within  ten (10) days  after the  receipt of written
notice of such breach from the Company; (vi) the Employee engages in any grossly
negligent act or willful misconduct that causes, or could be reasonably expected
to cause, harm to the business,  operations or reputation of the Company, or any
subsidiary  or affiliate  thereof;  or (vii) the Company,  or any  subsidiary or
affiliate  thereof,  is ordered to terminate this Agreement by any  governmental
regulatory agency with supervisory authority over the Company, or any subsidiary
or affiliate thereof.

                           (b) Without  Cause.  The Company may at any time,  in
its sole and  absolute  discretion,  terminate  the  employment  of the Employee
hereunder   without   Cause,   or  otherwise   without  any  cause,   reason  or
justification, provided that the Company provides to the Employee written notice
(the  "Termination  Notice")  of such  termination.  In the  event  of any  such
termination  by the Company,  the Employee's  employment  with the Company shall
cease and terminate on the date specified in the Termination Notice.

                           (c) For  Disability of the Employee.  If, as a result
of  incapacity  due to physical  or mental  illness or injury,  the  Employee is
determined to be disabled under any disability  policy maintained by the Company
or, in the event no such policy is maintained by the Company, the Employee shall
have been unable to perform the  essential  functions of his  position,  with or
without  reasonable  accommodation,  on a full-time  basis for a period of sixty
(60)  consecutive  days, or for a total of ninety (90) days in any  twelve-month
period (a  "Disability"),  then  thirty  (30) days after  written  notice to the
Employee   (which   notice  may  be  given  before  or  after  the  end  of  the
aforementioned  periods,  but which shall not be effective earlier than the last
day  of the  applicable  period),  the  Company  may  terminate  the  Employee's
employment hereunder if the Employee is unable to resume his full-time duties at
the conclusion of such notice period.

                  4.2 Death of the Employee.  This Agreement  shall  immediately
cease and terminate upon the death of Employee.

                  4.3  Termination  by Employee.  The Employee may terminate his
employment  under  this  Agreement  upon not less than  thirty  (30) days  prior
written  notice to the Company.  Upon learning that the Employee is  terminating
his employment under this Agreement, the Company may, in its sole discretion but
subject to its other obligations  under this Agreement,  relieve Employee of his
duties under this Employment  Agreement,  and assign  Employee other  reasonable
duties  and  responsibilities  to be  performed  until the  termination  becomes
effective.

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                  4.4 Compensation Upon Early Termination.

                           (a) As a Result of Death,  Cause or  Resignation.  If
the  Employee's  employment  under this  Agreement  is  terminated  prior to the
scheduled  expiration  of the Term by reason of his  death,  termination  by the
Company for Cause or resignation by the Employee, the Employee shall be entitled
to be paid solely (i) the Employee's salary then in effect through the effective
date of  termination,  (ii) any accrued  vacation  due  pursuant to Section 3.4,
(iii) any amounts due pursuant to Section 3.6, (iv) those benefits, if any, that
have vested by  operation of state or federal law or under any written term of a
plan ("Vested Benefits"), and (v) health care coverage continuation rights under
the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA Rights"), and
the Company  shall have no further  liability  or other  obligation  of any kind
whatsoever to the Employee.  In the case of termination as a result of the death
of Employee,  any amounts due  pursuant to this Section  4.4(a) shall be paid to
the Employee's estate,  heirs (at law),  devisees,  legatees or other proper and
legally  entitled  descendants,   or  the  personal  representative,   executor,
administrator   or  other  proper  legal   representative   on  behalf  of  such
descendants.

                           (b) By the  Company  other than for Cause.  Except as
otherwise  expressly  provided in Section  4.4(d),  if,  prior to the  scheduled
expiration of the Term, the Company terminates the Employee's employment without
Cause,  the  Employee  shall be  entitled  to receive and be paid solely (i) the
Employee's  salary then in effect until the  expiration of six months  following
the effective date of the termination of Employee's employment payable over such
period at the  Company's  regular  and  customary  intervals  for the payment of
salaries  as in effect  from time to time  ("Severance  Pay"),  (ii) any accrued
vacation due pursuant to Section 3.4,  (iii) any amounts due pursuant to Section
3.6, (iv) any Vested Benefits,  and (v) any COBRA Rights,  and the Company shall
have no further  liability or other  obligation  of any kind  whatsoever  to the
Employee.  The payment of Severance Pay shall constitute  liquidated  damages in
lieu of any and all claims by the Employee against the Company, shall be in full
and  complete  satisfaction  of any and all rights  which the Employee may enjoy
hereunder,  and  shall  constitute  consideration  for a full and  unconditional
release of any and all  liability  of the  Company  or any of its  shareholders,
benefit plans, affiliate companies,  subsidiaries,  and the directors, officers,
employees, trustees and agents of such entities and their successors or assigns,
arising out of this Agreement or out of the employment  relationship between the
Employee and the Company (in the form of Exhibit A,  hereafter  the  "Release").
Payment  of the  Severance  Pay is  expressly  conditioned  upon  receipt by the
Company of the Release executed by the Employee.

                           (c)  Disability.   For  the  sixty  (60)  day  period
following  onset of the  Employee's  Disability,  Employee  shall be entitled to
receive and be paid solely (i) the  Employee's  salary then in effect  until the
expiration of said sixty (60) day period payable over such period of time at the
Company's  regular  and  customary  intervals  for the payment of salaries as in
effect from time to time, (ii) any accrued vacation due pursuant to Section 3.4,
(iii) any amounts due pursuant to Section 3.6, (iv) any Vested Benefits, and (v)
any COBRA  rights.  Following  expiration  of the  sixty  (60) day  period,  the

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Employee  shall be  entitled  to receive  and be paid  solely a salary at a rate
commensurate  with the  benefit  Employee  is  eligible  to  receive  under  any
disability  policy  maintained by the Company for a period of one hundred twenty
(120) days or until Employee's  benefits under any disability  policy maintained
by the Company for the Employee commences,  whichever period is shorter, payable
over such period of time at the Company's  regular and  customary  intervals for
the payment of salaries  as in effect from time to time,  and the Company  shall
have no further  liability or other  obligation  of any kind  whatsoever  to the
Employee.

                           (d)  Change  in  Control.   Notwithstanding  anything
contained in the foregoing, if within one year of the effective date of a Change
in Control (as defined below) (i) Employee's  employment under this Agreement is
terminated by the Company, its assignee or successor,  without Cause (including,
for purposes of this Section 4.1(d),  an election by the Company not to continue
to Term of Employee's  employment)  or (ii) Employee  terminates  his employment
under this Agreement on account of (y) Employee's position,  responsibilities or
working conditions being substantially diminished or (z) a material reduction in
the  Employee's  compensation  or benefits,  the  Employee  shall be entitled to
receive  and be paid  compensation  as follows in lieu of  compensation  payable
pursuant to Section 4.4(b):

                                    (i) Less Than Five Years of  Service.  If as
of the effective  date of the Change in Control the Employee has completed  less
than five years of service to the Company  (including service to any predecessor
or subsidiary of the Company),  the Employee shall be entitled to receive and be
paid an amount equal to (a) the Employee's annual salary then in effect plus (b)
the average of the incentive  compensation paid to the Employee for the two most
recently completed fiscal years of the Company.  Said amount shall be payable to
the Employee for a period of twelve months  following the effective  date of the
termination  of the  Employee's  employment  (the "Date of  Termination").  Said
amount shall be payable for such period at the  Company's  regular and customary
intervals  for the  payment  of  salaries  as in effect  from  time to time.  In
addition,  the Employee shall be entitled to receive and be paid (v) any accrued
vacation  due  pursuant to Section  3.4, (w) any amounts due pursuant to Section
3.6, (x) any Vested Benefits,  (y) any COBRA rights,  and (z) prorated incentive
compensation for the current fiscal year of the Company; or

                                    (ii) More than Five Years of Service.  If as
of the effective  date of the Change in Control the Employee has completed  five
or more years of service to the Company (including service to any predecessor or
subsidiary  of the  Company),  the Employee  shall be entitled to receive and be
paid an amount  equal to two  times (a) the  Employee's  annual  salary  then in
effect plus (b) the average of the incentive  compensation  paid to the Employee
for the two most  recently  completed  fiscal years of the Company.  Said amount
shall be payable to the Employee for a period of  twenty-four  months  following
the Date of  Termination.  Said  amount  shall be payable for such period at the
Company's  regular  and  customary  intervals  for the payment of salaries as in
effect from time to time. In addition, the Employee shall be entitled to receive
and be paid (v) any  accrued  vacation  due  pursuant  to Section  3.4,  (w) any
amounts due  pursuant to

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Section 3.6, (x) any Vested  Benefits,  (y) any COBRA  rights,  and (z) prorated
incentive compensation for the current fiscal year of the Company.

                           (e) Change in Control  Defined.  "Change in  Control"
means in any transaction or related series of transactions:  (a) the acquisition
(other than solely from the Company), by any individual, entity or group (within
the meaning of Section  13(d)(3) or Section 14(d)(2) of the Exchange Act), other
than the Company or any  subsidiary,  affiliate  (within the meaning of Rule 144
under the  Securities  Act of 1933, as amended) or employee  benefit plan of the
Company,   of  beneficial   ownership  (within  the  meaning  of  Rule  13(d)(3)
promulgated  under the  Exchange  Act) of more than 30% of the  combined  voting
power  of the  then  outstanding  securities  of the  Company  entitled  to vote
generally  in  the  election  of  directors  (the  "Voting  Securities");  (b) a
reorganization, merger, consolidation, share exchange or recapitalization of the
Company (a "Business  Combination"),  other than a Business Combination in which
more than 50% of the combined voting power of the outstanding  voting securities
of  the  surviving  or  resulting  entity  immediately  following  the  Business
Combination  is held by the  persons  who,  immediately  prior  to the  Business
Combination,  were the  holders  of the  Voting  Securities;  or (c) a  complete
liquidation or dissolution of the Company, or a sale of all or substantially all
of the Company's assets.

                           (f)  Tax   Gross-Up   Payment.   In  the   event  the
compensation payable to the Employee pursuant to and by reason of Section 4.4(d)
hereof and  otherwise  payable by the  Company  to the  Employee  by reason of a
Change in Control (including without  limitation,  accelerated  vesting of stock
options and other compensation  payable outside of this Agreement  (together the
"Total  Benefits"),  but determined  without  regard to any additional  payments
required under this Section 4.4(f))  constitute excess parachute payments within
the meaning of Section  280G of the  Internal  Revenue Code (the "Code") and the
Employee  will be subject to the excise tax imposed by Section 4999 of the Code,
then the  aggregate  compensation  payable to the  Employee  pursuant  to and by
reason of  Section  4.4(d)  shall be  increased  by an  additional  amount  (the
"Gross-Up  Payment")  such that the net amount  retained by the Employee,  after
deduction of any excise tax on the Total  Benefits  and any  federal,  state and
local income tax,  excise  taxes and FICA  Medicare  withholding  taxes upon the
Gross-Up  Payment  shall be equal to the Total  Benefits.  The Gross-Up  Payment
shall be  calculated,  and all  assumptions  to be utilized in  performing  such
calculation,   shall  be  made  by  the  Company's   independent  auditors  (the
"Accounting Firm") which shall provide detailed supporting  calculations both to
the Company and the Employee within fifteen (15) business days after the Date of
Termination  (defined  in Section  4(d)(i)).  The  calculation  of the  Gross-Up
Payment by the  Accounting  Firm shall be binding  upon the Company and Employee
unless  with ten (10)  business  days of  receiving  the  calculations  from the
Accounting  Firm either  party  objects to the  calculation  by serving upon the
other party a written notice of objection  (which shall contain specific details
supporting  the  objection).   In  the  event  of  a  timely  objection  to  the
calculation,  the Company and Employee  shall meet and in good faith  attempt to
resolve the  objection.  If the parties fail to resolve the  objection  with ten
(10)  business  days of  receipt of the  objection,  either  party may  initiate
arbitration,  and the  dispute  shall be resolved  by  arbitration,  pursuant to
Section 11 hereof. All reasonable fees and expenses of the Accounting Firm shall
be borne  solely by the

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Company.  The  Gross-Up  Payment  shall be added to the  aggregate  compensation
payable  to the  Employee  pursuant  to and by reason of  Section  4.4(d) and be
payable over the  applicable  payment  period set forth in Section  4.4(d)(i) or
(ii), subject to withholding pursuant to Section 3.5 hereof.

                  4.5  Expiration  of  the  Term.  If  not  sooner   terminated,
Employee's employment hereunder shall terminate on the expiration of the Initial
Term or the Renewal Term, as applicable in accordance with Section 2 hereof. Not
less than 45 days prior to the scheduled  expiration  of  Employee's  employment
hereunder,  the  parties  agree to  commence  discussions  with  respect  to the
possible  extension of the Term of this Agreement,  possible  execution of a new
employment agreement or other possible continuation of the Employee's employment
(it being  understood and agreed that no such discussion shall imply any current
or future obligation or commitment to enter into any such agreement or extension
or any other expressed or implied  arrangement  for the continued  employment of
the  Employee  following  the  expiration  of the  Initial  Term  or  any  other
termination of the Employee's employment hereunder).

         5. Agreement Not to Solicit Customers. The Employee agrees that, during
the Term of his employment with the Company or any entity owned by or affiliated
with the Company (whether pursuant to this Agreement or otherwise),  and for two
(2) years  following  the  termination  thereof  whether  or not for any  reason
whatsoever,  he will not,  either directly or indirectly,  call on, solicit,  or
take away as a client, customer or prospective client or customer, or attempt to
call on, solicit,  or take away as a client,  customer or prospective  client or
customer, any person or entity that was a client, customer or prospective client
or customer of the Company, or any subsidiary or affiliate thereof. For purposes
of this agreement  "prospective  client or customer" shall include any person or
entity with whom the  Company  has had  contact  for the  purpose of  soliciting
business  within the six months prior to the  termination  of employment or whom
the Company  intended to contact for the purpose of soliciting  business  within
six months after termination of employment, of which contact or intended contact
the Employee had knowledge while employed by the Company.

         6. Agreement Not to Solicit or Hire Employees. The Employee agrees that
during the Term of his  employment  with the  Company or any entity  owned by or
affiliated with the Company  (whether  pursuant to this Agreement or otherwise),
and for two (2) years following the  termination  thereof whether or not for any
reason whatsoever, he will not, either directly or indirectly, on his own behalf
or in the service or on behalf of others,  solicit,  divert or hire,  attempt to
solicit, divert or hire or induce or attempt to induce to discontinue employment
with the Company, or any subsidiary or affiliate thereof, any person employed by
the  Company,  or any  subsidiary  or  affiliate  thereof,  whether  or not such
employee is a full time employee or a temporary employee of the Company,  or any
subsidiary  or  affiliate  thereof and whether or not such  employment  is for a
determined period or is at will.

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         7.       Ownership  and  Non-Disclosure  and  Non-Use  of   Confidentia
         Information.

                  7.1  Confidential  Information.  As used  in  this  Agreement,
"Confidential  Information"  shall mean all customer  deposit,  loan,  sales and
marketing  information,  customer account records,  proprietary  receipts and/or
processing techniques,  information regarding vendors and products, training and
operations  memoranda  and  similar  information,   personnel  records,  pricing
information,  financial  information and trade secrets concerning or relating to
the business, accounts, customers,  employees and affairs of the Company, or any
subsidiary  or  affiliate  thereof,  obtained  by  or  furnished,  disclosed  or
disseminated to the Employee, or obtained, assembled or compiled by the Employee
or under his supervision during the course of his employment by the Company, and
all physical embodiments of the foregoing,  all of which are hereby agreed to be
the property of and confidential to the Company,  but  Confidential  Information
shall not include any of the  foregoing to the extent that the Employee can show
that the same is or becomes publicly known through no action, omission, fault or
breach of this Agreement by the Employee.

                  7.2. Ownership.  The Employee acknowledges and agrees that all
Confidential Information, and all physical embodiments thereof, are confidential
to and shall be and remain the sole and exclusive  property of the Company.  The
Employee  agrees  that  upon  request  by the  Company,  and in any  event  upon
termination of the Employee's employment with the Company whether or not for any
reason  whatsoever,  the  Employee  shall  deliver to the Company  all  property
belonging to the Company,  or any of its subsidiaries or affiliates,  including,
without limitation,  all Confidential Information (and all embodiments thereof),
then in his custody, control or possession.

                  7.3  Non-Disclosure  and Non-Use.  The Employee agrees that he
will not,  either  during the Term of his  employment  hereunder  or at any time
thereafter,  use, disclose or make available any Confidential Information to any
person or entity,  nor shall he use,  disclose,  make  available  or cause to be
used, disclosed or made available,  or permit or allow, either on his own behalf
or on behalf of others,  any use or disclosure of such Confidential  Information
other than in the proper performance of the Employee's duties hereunder.

         8.  Reasonableness  of  Restrictions.  In the event that any  provision
relating to time period set forth in Section 5, 6, or 7 shall be held by a court
of competent jurisdiction to exceed the maximum time period that the court deems
reasonable  and  enforceable,  the  time  period  which  the  court  finds to be
reasonable and enforceable  shall be deemed to become,  and thereafter shall be,
the maximum time period of such restriction as to such jurisdiction.

         9.  Enforceability.  Any provision of this Agreement which is held by a
court  of  competent   jurisdiction  to  be  invalid  or  unenforceable  in  any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions hereof, but shall be enforced to the

                                       9

<PAGE>

maximum  extent  permitted  by law,  and  any  such  holding  of  invalidity  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

         10.  Injunction.  The  Employee  represents  that  his  experience  and
capabilities  are such  that the  provisions  of  Sections  5, 6, and 7 will not
prevent him from earning his livelihood,  and acknowledges  that a breach by the
Employee of any of the covenants  contained  therein will cause irreparable harm
and  damage to the  Company,  the  monetary  amount  of which  may be  virtually
impossible  to  ascertain.  As a result,  the  Employee  recognizes  and  hereby
acknowledges  that the Company shall be entitled to an injunction from any court
of competent  jurisdiction enjoining and restraining any violation of any or all
of the  covenants  contained in Section 5, 6, and/or 7 of this  Agreement by the
Employee  or any of his  affiliates,  associates,  partners  or  agents,  either
directly or indirectly,  without any  requirement to post bond or other security
and that  such  right to  injunction  shall be  cumulative  and in  addition  to
whatever other remedies the Company may possess.

         11.  Arbitration.  Subject  to the  provisions  of  Section  10  hereof
regarding  the  remedy of  injunctive  relief,  any  dispute  (whether  based on
contract,  tort,  or  statutory  duty  or  prohibition)  arising  out  of  or in
connection  with this Agreement  shall be submitted to binding  arbitration,  in
accordance  with the Commercial  Arbitration  Rules of the American  Arbitration
Association  (as modified by this  Agreement) by one  arbitrator,  designated in
accordance  with those rules.  No one who has ever had any business,  financial,
family,  or social  relationship with any party to this Agreement shall serve as
an  arbitrator  unless  the  related  party  informs  the  other  party  of  the
relationship  and  the  other  party  consents  in  writing  to the  use of that
arbitrator.

         The party  demanding  arbitration  shall submit a written  claim to the
other party, setting out the basis of the claim. A prearbitration  hearing shall
be held within twenty (20) business days after the arbitrator's  selection.  The
arbitration   shall  be  held  within   ninety  (90)  calendar  days  after  the
prearbitration   hearing.  The  arbitrator  shall  establish  any  deadlines  to
accomplish this goal. The arbitration shall take place in Napa, California, at a
time and place selected by the arbitrator.

         Each party shall be entitled to discovery of  essential  documents  and
witnesses,  as determined by the  arbitrator.  No less than thirty (30) calendar
days before the  arbitration,  a party may serve a document  request calling for
any document that would be discoverable in a state civil proceeding.  The served
with this request  shall  deliver the  requested  documents  and any  objections
within ten (10) calendar  days.  The arbitrator may resolve any dispute over the
exchange of documents.  Each party may take no more than three (3)  depositions,
unless additional  depositions are allowed by the arbitrator for good cause. All
depositions  must be  completed  as of fifteen  (15)  calendar  days  before the
arbitration  hearing  unless the parties  otherwise  agree.  The  arbitrator may
resolve any dispute  over the  depositions  as they would be resolved in a state
civil  proceeding.  Any motion may be heard by the  arbitrator on three (3) days
notice unless the parties otherwise agree. The arbitrator shall apply California
law.

                                       10

<PAGE>

         The parties agree that all  information  supplied by any party shall be
deemed to be confidential information, and the arbitrator and other participants
in the dispute shall protect such information from disclosure to the same extent
as confidential information under Section 7 of this Agreement.

         The arbitrator shall have the following powers:

         (a)   To issue  subpenas for the  attendance  of witnesses and subpenas
               duces tecum for the production of books, records,  documents, and
               other evidence;

         (b)   To order depositions to be used as evidence;

         (c)   Consistent  with the discovery  procedures  enumerated  above, to
               enforce the rights, remedies,  procedures,  duties,  liabilities,
               and obligations of discovery as if the  arbitration  were a civil
               action before a California superior court;

         (d)   To conduct a hearing on the arbitration  issues and related legal
               and discovery issues;

         (e)   To administer oaths to parties and witnesses;

         (f)   To award all damages and  remedies  which would be available in a
               civil action before a California superior court.

         (g)   To award expenses and fees of arbitration as the arbitrator deems
               proper; and

         (h)   To order such other relief as the arbitrator deems proper.

         Within fifteen (15) calendar days after  completion of the arbitration,
the  arbitrator  shall  submit a tentative  decision in writing  specifying  the
reasoning for the decision and any calculations  necessary to explain the award.
Each party shall have  fifteen  (15)  calendar  days in which to submit  written
comments to the  tentative  decision.  Within ten (10)  calendar  days after the
deadline for written  comments,  the arbitrator  shall announce the final award.
Any party may enter the  final  award as a  judgment  in any court of  competent
jurisdiction.

         The Company shall pay the  arbitrator's  expenses and fees, all meeting
room  charges,  and any other  expenses that would not have been incurred if the
case were  litigated in the judicial forum having  jurisdiction  over it. Unless
otherwise ordered by the arbitrator, each party shall pay its own attorney fees,
witness  fees  and  other  expenses  incurred  by the  party  for his or its own
benefit.  The arbitrator may award the prevailing

                                       11

<PAGE>

party his or its expenses and fees of arbitration, including reasonable attorney
fees and costs,  including  witness fees, in such  proportion as the  arbitrator
decides.

         12. No Prior Agreements.  The Employee  represents and warrants that he
is not a party to or otherwise subject to or bound by the terms of any contract,
agreement or  understanding  which in any manner would limit or otherwise affect
his ability to perform his obligations  hereunder,  including without limitation
any contract,  agreement or understanding containing terms and provisions in any
manner  similar  to those  contained  in  Sections  5, 6,  and/or 7 hereof.  The
Employee  further  represents and warrants that his employment  with the Company
will not require him to disclose or use any confidential  information  belonging
to prior employers or other persons or entities.

         13.  Assignment.   The  Employee  shall  not  delegate  his  employment
obligations  pursuant to this Agreement to any other person.  This Agreement may
be assigned  by the  Company  without  the  Employee's  consent.  The rights and
protections of the Company  hereunder  shall extend to any successors or assigns
of the Company and to the  Company's  present or future  parents,  subsidiaries,
divisions and affiliates.

         14. Employer's  Authority.  The relationship between the parties hereto
is that of employer and employee. The Employee agrees to observe and comply with
the rules and regulations of the Company, as adopted by the Company from time to
time with respect to the performance of the duties of the Employee. The Employee
acknowledges  that he has no  authority  to enter  into any  contracts  or other
obligations  that  are  binding  upon  the  Company  unless  such  contracts  or
obligations are authorized by the Board of Directors. The Company shall have the
power to  direct,  control  and  supervise  the  duties to be  performed  by the
Employee,  the manner of performing said duties, and the time of performing said
duties.

         15.  Governing Law. This  Agreement,  the rights and obligations of the
parties hereto,  and any claims or disputes relating thereto,  shall be governed
by and construed in accordance with the laws of the State of California, without
giving  effect to any of the  conflicts  of laws  provisions  thereof that would
compel the application of the substantive  laws of any other  jurisdiction.  The
Company and the Employee each hereby  irrevocably  submit to the jurisdiction of
the state or federal  courts  located in the State of  California  in connection
with any suit,  action or other  proceeding  arising  out of or relating to this
Agreement  and hereby agree not to assert,  by way of motion,  as a defense,  or
otherwise  in any such  suit,  action or  proceeding  that the  suit,  action or
proceeding  is brought  in an  inconvenient  forum,  that the venue of the suit,
action or  proceeding is improper or that this  Agreement or the subject  matter
hereof may not be enforced by such courts.

         16. Entire Agreement.  This Agreement  constitutes the entire agreement
between  the  parties  hereto  with  respect to the  subject  matter  hereof and
supersedes all prior agreements,  understandings and arrangements, both oral and
written, between the parties hereto with respect to such subject matter.

                                       12

<PAGE>

         17. Notices.  All notices,  requests,  demands and other communications
under this  Agreement  will be in  writing  and will be deemed to have been duly
given (a) on the date of the service if served  personally  on the party to whom
notice  is to be  given,  (b) on the  date of  transmission  if  transmitted  by
facsimile with confirmation of receipt,  (c) on the date of receipt if mailed to
the  party to whom  notice is to be given by first  class  mail,  registered  or
certified,  postage  prepaid or by  overnight  courier  service  (i.e.,  Federal
Express or  equivalent)  and unless  either party  should  notify the other of a
change of address properly addressed as follows, or (d) otherwise on the date of
receipt when the intended recipient has acknowledged receipt:

                           (i)      If to the Employee:

                           Dale Brain
                           279 St. Andrews Drive
                           Napa, CA  94558

                           (ii)     If to the Company:

                           North Bay Bancorp
                           1500 Soscol Avenue
                           Napa, California  94559
                           Attention:  President and Chief Executive Officer
                           Facsimile:  (707) 257-8025

         18.  Binding  Effect.  The  obligations  of  the  Employee  under  this
Agreement  shall  continue  after  the  expiration  of  this  Agreement  and the
termination of his employment with the Company for any reason,  shall be binding
upon his heirs, executors,  personal representatives,  legal representatives and
assigns  and shall  inure to the  benefit of any  successor  and  assigns of the
Company.

         19.  Severability.  The  invalidity  of any one or  more of the  words,
phrases, sentences, clauses, sections or subsections contained in this Agreement
shall not affect the  enforceability of the remaining portions of this Agreement
or any part  thereof,  all of which are  inserted  conditionally  on their being
valid in law,  and,  in the event  that any one or more of the  words,  phrases,
sentences,  clauses,  sections or subsections contained in this Agreement or any
part thereof shall be declared invalid,  this Agreement shall be construed as if
such invalid word or words, phrase or phrases, sentence or sentences,  clause or
clauses, section or sections or subsection or subsections had not been inserted.
If such  invalidity  is caused by length of time or size of area,  or both,  the
otherwise invalid provision will be considered to be reduced to a period or area
which would cure such invalidity.

         20. Section Headings.  The section headings contained in this Agreement
are for  reference  purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

                                       13

<PAGE>

         21. No Third Party  Beneficiary.  Nothing  expressed or implied in this
Agreement is intended, or shall be construed,  to confer upon or give any person
other  than  the   parties   hereto  and  their   respective   heirs,   personal
representative,  legal  representative,  successors  and assigns,  any rights or
remedies under or by reason of this Agreement.

         22.  Amendment;  Modification;  Waiver.  No amendment,  modification or
waiver of the terms of this Agreement  shall be valid unless made in writing and
duly executed by the Company and the  Employee.  No delay or failure at any time
on the part of the Company in  exercising  any right,  power or privilege  under
this Agreement,  or in enforcing any provision of this  Agreement,  shall impair
any such right,  power or privilege,  or be construed as a waiver of any default
or as any  acquiescence  therein,  or shall  affect  the  right  of the  Company
thereafter to enforce each and every  provision of this  Agreement in accordance
with its terms.  The waiver by either  party  hereto of a breach or violation of
any term or provision of this Agreement  shall neither  operate nor be construed
as a waiver of any subsequent breach or violation.

THE  EMPLOYEE  ACKNOWLEDGES  THAT HE HAS  READ  AND  UNDERSTANDS  THE  FOREGOING
PROVISIONS AND THAT SUCH PROVISIONS ARE REASONABLE AND ENFORCEABLE.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement or
caused this Agreement to be executed as of the day and year first above written.

                                          EMPLOYEE


                                          _____________________________________
                                          Dale Brain

                                          COMPANY



                                          By:  ________________________________
                                                 Terry L. Robinson, President
                                                 and Chief Executive Officer

                                       14

</TEXT>
</DOCUMENT>
