Employment Agreement

EXHIBIT 10.91


UPAM


UNITED PANAM MORTGAGE


A DIVISION OF PAN AMERICAN BANK, FSB


July 6, 1998


Mr. Edward L. Pollard 304 Marigold Avenue Corona del Mar, CA 92625


Dear Ed:


This letter sets forth the basic terms and conditions of your employment with UNITED PANAM MORTGAGE CORPORATION ("UPAM"). By signing this letter, you will be agreeing to these terms.


1. UPAM agrees to employ and Employee agrees to serve UPAM as President in
accordance with the terms of this Agreement and for a term of three years,
subject to Paragraph 7.


2. Duties. Employee will serve UPAM as President and shall have such corporate
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authority as shall be reasonably required to enable Employee to discharge his
duties. Employee, if requested, shall serve, without any additional
compensation, as Division President of Pan American Bank, FSB ("PAB") to the
extent some or all mortgage operations are operated as a division of PAB.
Employee agrees to observe and comply with the rules and regulations of UPAM
as adopted by UPAM or PAB Boards of Directors and to carry out and perform
orders, directives and policies of such Boards as they may from time to time
direct. Employee shall report to the Chairman of the Board of UPAM and with
respect to any duties to PAB or United PanAm Financial Corp. ("UPFC") to the
President and Chief Executive Officer.


3. Compensation.
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a) Base Salary. You will be paid a base monthly salary of $15,000 (payable
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as $7,500 semimonthly), which covers all hours worked. Generally, your
salary will be reviewed by the Board of UPAM at least annually or at the
time of any promotion.


b) Bonuses. At least annually, the UPAM Board will review your performance
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and based on such review, and on such other factors as the Board may deem
to be relevant pursuant to the annual Bonus Plan in effect for the year
ending December 31, 1998, shall pay Employee a prorated bonus of up to 75%
of Employee's Base Salary at the discretion of the Board taking into
consideration Employee's contribution to UPAM's attainment of operating
goals which have been established by the Board relating to pre-tax net
income, return on shareholders' equity and other similar factors, provided
however, a minimum bonus only for the year ended December 31, 1998 of
$50,000 will be paid by February 15, 1999. For the years 1999 and
thereafter a business plan, which Employee will direct the preparation
thereof and that will be approved by the UPAM Board of Directors, which
will project pre-tax income for each year, the attainment of which will
become the primary goal for bonus compensation payment.


c) Additional Benefits. During the Term hereof, Employee shall participate
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in any bonus, pension, 401(k), profit, incentive compensation, medical,
life insurance, disability or similar plan, and shall receive all
perquisites, available to executives of UPAM (or United PanAm Financial
Corp. ("UPFC") to the extent it provides umbrella plans to cover
executives of all subsidiaries) at or below Employee's level of
responsibility to the extent Employee meets the eligibility requirements.
As additional benefits, UPAM will reimburse Employee for the cost of an
additional $250,000 of term life insurance each year during the term
hereof, and will attempt to obtain a waiver of the eligibility waiting
period for medical insurance and, if not able to do so, reimburse Employee
for the COBRA cost while waiting. Employee shall also be entitled to
receive the benefits specified on Exhibit I to this Agreement ("Additional
Benefits").


d) Vacation. Employee shall be entitled to twenty (20) days of paid vacation
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each twelve month period, which shall accrue on a pro rata basis from the
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