**VALLEY
      COMMERCE BANCORP**




**INCENTIVE
      STOCK OPTION AGREEMENT**




This
      Incentive Stock Option Agreement, dated the
      ________________****by and between Valley Commerce Bancorp
      (the "Company"), and _________________ ("Optionee");




WHEREAS,
      pursuant to the Valley Commerce Bancorp 2007 Equity Incentive Plan (the "Plan"),
      a copy of which is hereto attached, the Board of Directors of the Company has
      authorized granting to Optionee an incentive stock option to purchase all or
      any
      part of  __________________ authorized but unissued shares of the
      Company's common stock for cash at the price of **_______________Dollars
      ($______)** per share, such option to be for the term and upon the terms
      and conditions hereinafter stated;




NOW
      THEREFORE it is hereby agreed:




**1.**           **Grant
      of Option.**  Pursuant to said action of the Board of Directors
      and pursuant to authorizations granted by all appropriate regulatory and
      governmental agencies, the Company hereby grants to Optionee the option to
      purchase, upon and subject to the terms and conditions of the Plan, which is
      incorporated in full herein by this reference, all or any part of
      (____________**)** shares of the Company's common stock
      (hereinafter called "stock") at the price of
      ____________________**($_____)** per share, which price is not less
      than 100 percent of the fair market value of a share of the stock (or not less
      than the greater of $___ or 110 percent of the fair market value per share
      for
      optionee-shareholders who possess more than 10 percent of the Company's stock)
      as of the date of action of the Board of Directors granting this
      option.




**2.**           **Exercisability.**  This
      option shall be exercisable as to **20 percent** of the shares
      granted pursuant to this Agreement on each of the first, second, third, fourth
      and fifth anniversaries of the date of this Agreement. This option shall remain
      exercisable as to all of such shares until _________________(but not later
      than
      ten years from the date this option is granted) unless this option has expired
      or terminated earlier in accordance with the provisions
      hereof.  Shares as to which this option becomes exercisable pursuant
      to the foregoing provision may be purchased at any time prior to expiration
      of
      this option.




**3.**           **Exercise
      of Option**.  This option shall be exercised by written notice
      delivered to the Company stating the number of shares with respect to which
      this
      option is being exercised.  Payment of the exercise price shall be
      made either (i) in cash (including check, bank draft or money order), or (ii)
      with the consent of the Company's Board of Directors, by delivering shares
      of
      common stock already owned by Optionee valued at fair market value as of the
      closing date, or (iii) by a combination of these forms of payment; provided,
      however, that no common stock already owned by Optionee which is "statutory
      option stock" as defined in Section 424(c)(3) of the Code may be delivered
      in
      payment of the exercise price if the applicable holding period requirements
      for
      such common stock under Section 422(a)(1) or 423(a)(1) of the Code have not
      been
      met at the time of exercise.  Not less than 10 shares may be purchased
      at any one time unless the number purchased is the total number which may be
      purchased under this option and in no event may the option be exercised with
      respect to fractional shares. Upon exercise, Optionee shall make appropriate
      arrangements and shall be responsible for the withholding of any federal and
      state taxes then due.












**4.**           **Cessation
      of Employment**.  Except as provided in Paragraphs 2 and 5
      hereof, if Optionee shall cease to be employed by the Company or a subsidiary
      corporation for any reason other than Optionee's death or disability (as defined
      in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended from time
      to time), this option shall expire 90 days thereafter.  During the 90
      day period this option shall be exercisable only as to those installments,
      if
      any, which had accrued as of the date when the Optionee ceased to be employed
      by
      the Company or the subsidiary corporation.




**5.**           **Termination
      of Employment for Cause**.  If Optionee's employment by the
      Company or a subsidiary corporation is terminated for cause, this option shall
      expire immediately, unless reinstated by the Board of Directors within 30 days
      of such termination by giving written notice of such reinstatement to Optionee
      at his or her last known address. In the event of such reinstatement, Optionee
      may exercise this option only to such extent, for such time, and upon such
      terms
      and conditions as if Optionee had ceased to be employed by the Company or a
      subsidiary corporation upon the date of such termination for a reason other
      than
      cause, death, or disability. Termination for cause shall include, but not be
      limited to, termination for malfeasance or gross misfeasance in the performance
      of duties or conviction of illegal activity in connection
      therewith.




**6.**           **Nontransferability:
      Death or Disability of Optionee**.  This option shall not be
      transferable except by Will or by the laws of descent and distribution and
      shall
      be exercisable during Optionee's lifetime only by Optionee.  If
      Optionee dies while employed by the Company or a subsidiary corporation, or
      during the 90 day period referred to in Paragraph 4 hereof, this option shall
      expire one year after the date of Optionee's death or on the day specified
      in
      Paragraph 2 hereof, whichever is earlier.  After Optionee's death but
      before such expiration, the persons to whom Optionee's rights under this option
      shall have passed by Will or by the applicable laws of descent and distribution
      or the executor or administrator of Optionee's estate shall have the right
      to
      exercise this option as to those shares for which installments had accrued
      under
      Paragraph 2 hereof as of the date on which Optionee ceased to be employed by
      the
      Company or a subsidiary corporation.




If
      the
      Optionee shall terminate employment because of disability (as defined in Section
      22(e) (3) of the Internal Revenue Code of 1986, as amended from time to time),
      the Optionee may exercise this option to the extent he or she is entitled to
      do
      so at the date of termination, at any time within one year of the date of
      termination, but in no event later than the expiration date in Paragraph 2
      hereof.




**7.**           **Employment**.  This
      Agreement shall not obligate the Company or a subsidiary corporation to employ
      Optionee for any period, nor shall it interfere in any way with the right of
      the
      Company or a subsidiary corporation to reduce Optionee's
      compensation.




**8.**           **Privileges
      of Stock Ownership**.  Optionee shall have no rights as a
      stockholder with respect to the Company's stock subject to this option until
      the
      date of issuance of stock certificates to Optionee. Except as provided in the
      Plan, no adjustment will be made for dividends or other rights for which the
      record date is prior to the date such stock certificates are
      issued.




**9.**           **Modification
      and Termination by Board of Directors**.  The rights of
      Optionee hereunder are subject to modification and termination upon the
      occurrence of certain events as provided in Section 12 of the Plan.












**10.**           **Compliance
      with Laws**.  No shares issuable upon the exercise of this
      option shall be issued and delivered unless and until all applicable
      requirements of California and federal law pertaining to the issuance and sale
      of such shares, and all applicable listing requirements of the securities
      exchanges, if any, on which shares of the Company of the same class are then
      listed shall have been complied with.




**11.**           **Notices**.  Any
      notice to the Company provided for in this Agreement shall be addressed to
      it in
      care of its President or Chief Financial Officer at its main office and any
      notice to Optionee shall be addressed to Optionee's address on file with the
      Company or a subsidiary corporation, or to such other address as either may
      designate to the other in writing.  Any notice shall be deemed to be
      duly given if and when enclosed in a properly sealed envelope and addressed
      as
      stated above and deposited, postage prepaid, with the United States Postal
      Service. In lieu of giving notice by mail as aforesaid, any written notice
      under
      this Agreement may be given to Optionee in person, and to the Company by
      personal delivery to its President or Chief Financial Officer.




**12.**           **Incentive
      Stock Option**.  This Stock Option Agreement is intended to be
      an Incentive Stock Option Agreement as defined in Section 422 of the Internal
      Revenue Code of 1986, as amended from time to time. If for any reason this
      Stock
      Option Agreement does not qualify as an Incentive Stock Option Agreement as
      defined in Internal Revenue Code Section 422, then it shall be deemed to be
      a
      Non-Qualified Stock Option Agreement.




IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement.









OPTIONEE:
            
            VALLEY
                COMMERCE BANCORPBy:Signature
                of Optionee
            
            Name:Title: