A D D E N D U M TO EMPLOYMENT AGREEMENT ==================== THIS ADDENDUM is to that certain Employment Agreement dated February 1, 1986, by and between NORTH VALLEY BANCORP, NORTH VALLEY BANK ("Employer") and DONALD V. CARTER ("Employee"). 1....

                              ====================
                                 A D D E N D U M
                                       TO
                              EMPLOYMENT AGREEMENT
                              ====================

THIS ADDENDUM is to that certain Employment Agreement dated February 1, 1986, by
and between NORTH VALLEY BANCORP,  NORTH VALLEY BANK  ("Employer") and XXXXXX X.
XXXXXX ("Employee").

         1.  Pursuant to an Addendum to the  employment  contract  dated July 1,
1989, the Board of Directors determined that the term of the employment contract
would be extended to December 31, 1999.

DATED: January 21, 1997.

EMPLOYER:                                    EMPLOYEE:

NORTH VALLEY BANCORP        

By /s/ Xxxx X. Xxxxx                         /s/ Xxxxxx X. Xxxxxx
   ------------------------                  ---------------------------
   Xxxx X. Xxxxx,                            Xxxxxx X. Xxxxxx
   Chairman of the Board

NORTH VALLEY BANK

By /s/ Xxxx X. Xxxxx       
   ------------------------
   Xxxx X. Xxxxx,          
   Chairman of the Board   

                                                                   Exhibit 10(b)