650,000 Shares



                             Valley Commerce Bancorp



                                  Common Stock



                             UNDERWRITING AGREEMENT



                                                               December __, 2004



Wedbush Morgan Securities Inc.

1000 Wilshire Boulevard

Los Angeles, California 90017



Ladies and Gentlemen:



      Valley Commerce Bancorp, a California corporation (the "Company"),

proposes to effect a public offering (the "Offering") of 650,000 shares (the

"Shares") of its Common Stock, no par value ("Common Stock"). Of the Shares, the

Company will sell to Wedbush Morgan Securities Inc. (the "Underwriter") and the

Underwriter will purchase from the Company 305,000 of the Shares (the "Firm

Shares") subject to the terms and conditions of this Agreement and the Company

will reserve 45,750 shares (the "Option Shares", and together with the Firm

Shares, the "Underwriter's Shares") for sale to the Underwriter upon exercise of

an option to cover over-allotments as set forth in Section 3 below (the

"Option"). The Company proposes to offer the remaining 299,250 shares of the

Shares directly to its directors, customers and employees and their respective

friends and relatives (the "Directed Shares").



      In consideration of the mutual agreements contained herein and of the

interests of the parties in the transactions contemplated hereby, the parties

hereto agree as follows:



1.    Representations and Warranties of the Company.



      The Company represents and warrants to the Underwriter as follows:



      (a) The Company has filed with the Securities and Exchange Commission (the

"SEC") a registration statement on Form SB-2 (No. 333-118883), including a

preliminary prospectus, covering the registration of the Shares under the

Securities Act and one or more amendments to the registration statement and

prospectus included therein. The Company will file with the SEC either: (i)

prior to effectiveness of such registration statement, a further amendment

thereto, including a form of prospectus, and if required after effectiveness of

such registration statement, a final prospectus in accordance with Rule 424(b)

of the Rules and Regulations, or (ii) after effectiveness of such registration

statement, a final prospectus in accordance with Rules 430A and 424(b) of the

Rules and Regulations. Any such preliminary prospectus and any prospectus

included in the registration statement at the time it becomes effective that

omits information pursuant to Rule 430A of the Rules and Regulations, is

referred to herein as a "preliminary prospectus"; such registration statement,

as it may have been amended at the time when it becomes effective, including

financial statements, exhibits and the information, if any, deemed to be a part

of such registration statement by virtue of Rule 430A of the Rules and

Regulations, is referred to herein as the "Registration Statement"; and such

final form of prospectus, in the form in which it was first filed pursuant to

Rule 424(b) of the Rules and Regulations or, if no filing pursuant to Rule

424(b) of





<PAGE>



the Rules and Regulations is made, in the form included in the Registration

Statement at the time it becomes effective, is referred to herein as the

"Prospectus." If the Company has filed an abbreviated registration statement to

register additional shares of Common Stock pursuant to Rule 462(b) under the

Securities Act (the "Rule 462 Registration Statement"), then any reference

herein to the term "Registration Statement" shall be deemed to include such Rule

462 Registration Statement.



      (b) The SEC has not issued an order preventing or suspending the use of

any Prospectus relating to the Offering of the Shares nor instituted any Action

for that purpose. The Registration Statement contains, and the Prospectus and

any amendments or supplements thereto will contain, all statements that are

required to be stated therein by, and will conform to, the requirements of the

Act and the Rules and Regulations. The Registration Statement when it became

effective did not contain, and any amendment or supplement thereto will not

contain, any untrue statement of a material fact and did not omit, and will not

omit, to state any material fact required to be stated therein or necessary to

make the statements therein not misleading. The Prospectus and any amendments

and supplements thereto do not contain, and will not contain, any untrue

statement of material fact and do not omit, and will not omit, to state any

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