EXHIBIT 10.7

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


         This FIRST AMENDMENT  ("Amendment") entered into this 28th day of March
2005 effective as of January 18, 2005, to the EMPLOYMENT  AGREEMENT dated May 1,
2001  ("Employment  Agreement"),  is made by and among THE VINTAGE BANK, INC., a
California  banking  corporation  ("Bank"),   and  Glen  C.  Terry  ("Employee")
(together  with Bank,  the  "Parties").  Capitalized  terms used but not defined
herein shall have the meaning ascribed to such terms in the Agreement.

                                    RECITALS
                                    --------

         WHEREAS, by the terms of the Employment  Agreement,  Employee agreed to
be employed by the Solano Bank ("Solano  Bank"),  a  wholly-owned  subsidiary of
North Bay Bancorp, a California corporation ("North Bay Bancorp");

         WHEREAS,  pursuant to that certain Assignment and Assumption  Agreement
entered into by and between Solano Bank,  Bank and North Bay Bancorp on April 1,
2002, Solano Bank assigned and transferred it's right, title and interest in and
to and all of Solano Bank's obligations under the Employment  Agreement to Bank;
and

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

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

                                    AGREEMENT
                                    ---------

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

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

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

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

                                       THE VINTAGE BANK, INC.
                                       a California banking corporation


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


                                       EMPLOYEE

                                       --------------------------------
                                       Glen C. Terry