Employment Agreement (2004)Full Document 

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                             EMPLOYMENT AGREEMENT

      This Employment  Agreement  ("Agreement") is made and entered into as of
July 15, 2004, by and between  Service 1st Bank ("Bank") and Patrick J. Carman


      WHEREAS,  Bank  is a  California  state-chartered  banking  corporation,
subject to the  supervision  and  regulation of the  California  Department of
Financial  Institutions ("CDFI") and the Federal Deposit Insurance Corporation

      WHEREAS,  Bank is a  wholly-owned  subsidiary of Service 1st Bancorp,  a
California  corporation  and bank holding  company  registered  under the Bank
Holding  Company  Act  of  1956,  as  amended  ("Bancorp"),   subject  to  the
supervision  and  regulation of the Board of Governors of the Federal  Reserve
System ("BGFRS"); and

      WHEREAS,   Bank  and  Executive  desire  to  enter  into  an  employment
agreement  for the  purposes of engaging  the  services  of  Executive  and to
delineate the rights, obligations and responsibilities of Bank and Executive.

      NOW, THEREFORE,  in consideration of the mutual covenants and agreements
contained herein, the Bank and Executive agree as follows:


      1.    Term  of  Employment.   Bank  hereby  employs   Executive  in  the
position with Bank as  hereinafter  set forth,  and Executive  hereby  accepts
employment with Bank upon the terms and conditions  hereinafter set forth, for
a period of three (3) years from the date hereof,  subject to the  termination
provisions of paragraph 16 and any required regulatory  approvals as specified
in paragraph 28 of this  Agreement.  Upon the  occurrence  of the third annual
anniversary  of the date of this  Agreement,  and on each  annual  anniversary
date  thereafter,  the term of this  Agreement  shall be deemed  automatically
extended  for an  additional  one (1) year term,  subject  to the  termination
provisions of paragraph 16.

      2.    Duties and  Obligations  of  Executive.  Executive  shall serve as
the  Executive  Vice  President  and Chief  Credit  Officer  of Bank and shall
perform the duties of such positions as set forth in the position  description
approved  by  resolutions  adopted by the Board of  Directors  of Bank,  which
shall be  attached  to this  Agreement  as an  addendum,  and such  additional
duties as may from time to time be  reasonably  requested  of him by the Board
of Directors of Bank.

      3.    Devotion to Bank's Business.

            (a)   Executive  shall  devote his  business  time,  ability,  and
attention to the business of Bank during the term of this  Agreement and shall
not  during  the  term  of  this  Agreement   engage  in  any  other  business
activities,  duties, or pursuits whatsoever,  or directly or indirectly render
any services of a business,  commercial,  or professional  nature to any other

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person or  organization,  whether for  compensation or otherwise,  without the
prior written consent of Bank's Board of Directors.

            (b)   The   expenditure   of   reasonable   amounts  of  time  for
educational,  charitable,  or  professional  activities  shall not be deemed a
breach of this Agreement if those activities do not materially  interfere with
the  services  required of  Executive  under this  Agreement.  It is expressly
understood  and agreed that  Executive may continue to participate in any such
activities  in  which  Executive  participated  prior  to  the  date  of  this
Agreement  with the  knowledge  of Bank.  Nothing in this  Agreement  shall be
interpreted to prohibit  Executive from making passive  personal  investments;
provided that, except for ownership  interests in businesses acquired prior to
the date of this  Agreement  which  represent  in each case  less  than  three
percent (3%) of the total  ownership of each such  business,  Executive  shall
not directly or indirectly acquire,  hold, or retain any ownership interest in
any financial  institution,  including its affiliated companies,  or any other
business  competing  with or similar in nature to the  business  of Bancorp or
Bank, or their respective subsidiaries or affiliates,  which conducts business
or operations in San Joaquin County.

            (c)   Executive  agrees to  conduct  himself at all times with due
regard to public  conventions and morals.  Executive  further agrees not to do

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