Terms of Employment Arrangement between Bay National Bank and Richard J. Oppitz

EXHIBIT 10.3

Terms of Employment Arrangement

between Bay National Bank

and Richard J. Oppitz

Mr. Oppitz was employed on an at-will basis at a rate of pay of $157,500 as of September 5, 2008 until his termination effective January 7, 2009.  While employed, Mr. Oppitz was also eligible for incentive bonuses at the discretion of the Compensation Committee of the Board of Directors, and was entitled to all benefits available to full time employees of Bay National Bank.

No discretionary bonuses were paid to Mr. Oppitz for the period ended December 31, 2008.