EXHIBIT 10.24

          Summary of Principal Terms of Employment of Patrick E. Phelan



Effective  November  7, 2005,  the Company  hired  Patrick E. Phelan to serve as
Executive Vice President and Chief  Financial  Officer of North Bay Bancorp (the
"Company").  Mr. Phelan  received a signing  bonus of $10,000.  The initial base
salary for Mr.  Phelan is  $175,000  per year.  The  Company  also  granted  him
incentive stock options for 5,000 shares of the Company's common stock.

Mr. Phelan also participates in the following benefits:

     o    Group  medical  and dental  insurance  effective  the first day of the
          month following date of hire;

     o    Group term life insurance and group  disability  insurance,  effective
          the first day of the month following date of hire;

     o    Participation in the Bank's profit sharing and 401(k) plans, for which
          you will be  eligible  the first of the  month  following  90-days  of
          employment;

     o    Paid  Catastrophic  leave  (CAT)  in  accordance  with  the  Company's
          policies as described in the Employee Handbook;

     o    Five weeks Paid Time Off (PTO) per year,  accrued on a pro-rata  basis
          beginning the first day of the month following date of hire;

     o    Flexible  benefits plan (or "cafeteria  plan") effective the first day
          of the month following date of hire.