<DOCUMENT>
<TYPE>EX-3.(II)
<SEQUENCE>4
<FILENAME>ex-3ii.txt
<DESCRIPTION>BYLAWS
<TEXT>
                                     BYLAWS

                                       OF

                               PARKE BANCORP, INC.


                             ARTICLE I - Home Office

         The home office of Parke  Bancorp,  Inc. (the  "Corporation")  shall be
located at 601 Delsea Drive,  Washington Township,  in the County of Gloucester,
in the State of New Jersey.  The Corporation may also have offices at such other
places  within or outside  of the State of New Jersey as the board of  directors
shall from time to time determine.

                            ARTICLE II - Shareholders

         Section  1. Place of  Meetings.  All annual  and  special  meetings  of
shareholders  shall be held at the home  office  of the  Corporation  or at such
other place in the State of New Jersey as the board of directors may determine.

         Section  2.  Annual  Meeting.  A  meeting  of the  shareholders  of the
Corporation  for the election of directors and for the  transaction of any other
business of the Corporation  shall be held annually at such date and time as the
board of directors may determine.

         Section 3. Special Meetings. Notwithstanding any other provision of the
Certificate of  Incorporation  of the  Corporation  or these Bylaws,  any action
required  to be taken or which may be taken at any annual or special  meeting of
shareholders of the Corporation may be taken without a meeting, only as provided
in the Certificate of Incorporation.

         Section 4. Conduct of Meetings.  Annual and special  meetings  shall be
conducted  in  accordance  with  rules and  procedures  adopted  by the board of
directors.

         Section 5. Notice of Meetings.  Written notice stating the place,  day,
and hour of the meeting and the purpose(s) for which the meeting is called shall
be  delivered  not fewer  than 10 nor more than 50 days  before  the date of the
meeting,  either personally or by mail, by or at the direction of the president,
or the secretary,  or the directors calling the meeting,  to each shareholder of
record entitled to vote at such meeting.  If mailed, such notice shall be deemed
to be delivered when deposited in the mail,  addressed to the shareholder at the
address as it appears on the stock transfer books or records of the  Corporation
as of the record date  prescribed  in Section 6 of this  Article II with postage
prepaid. When any shareholders' meeting,  either annual or special, is adjourned
for 30 days or more,  notice of the  adjourned  meeting shall be given as in the
case of an original meeting. It shall not be necessary to give any notice of the
time and place of any meeting adjourned for less than 30 days or of the business
to be transacted at the meeting,  other than an  announcement  at the meeting at
which such adjournment is taken.

         Section 6. Fixing of Record Date.  For the purpose of  determining  the
shareholders  entitled to notice of or to vote at any meeting of shareholders or
any  adjournment,  or  the  shareholders  entitled  to  receive  payment  of any
dividend,  or in order to make a  determination  of  shareholders  for any other
proper purpose, the board of directors shall fix in advance a date as the record
date for any such determination of shareholders.  Such date in any case shall be
not more than 60 days and, in case of a meeting of

<PAGE>

shareholders,  not fewer than 10 days prior to the date on which the  particular
action,  requiring such  determination of shareholders,  is to be taken.  When a
determination  of  shareholders  entitled to vote at any meeting of shareholders
has been made as  provided in this  Section 6 of Article II, such  determination
shall apply to any adjournment.

         Section 7. Voting Lists. A list of  shareholders  shall be kept on file
at the home office of the Corporation and shall be subject to inspection,  for a
proper purpose and upon five days written  demand,  by any  shareholder  who has
been a shareholder of record for at least six months preceding his or her demand
or, any person  holding,  or so authorized in writing by the holders of at least
5% of the outstanding shares.

         Section  8.  Quorum.  A  majority  of  the  outstanding  shares  of the
Corporation  entitled  to  vote,  represented  in  person  or  by  proxy,  shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding  shares is  represented  at a meeting,  a majority  of the shares so
represented  may adjourn the  meeting  from time to time,  subject to the notice
requirements of Section 5 of this Article II. At such adjourned meeting at which
a quorum shall be present or represented,  any business may be transacted  which
might  have  been  transacted  at  the  meeting  as  originally  notified.   The
shareholders  present at a duly  organized  meeting  may  continue  to  transact
business   until   adjournment,   notwithstanding   the   withdrawal  of  enough
shareholders to constitute less than a quorum.

         Section 9. Proxies. At all meetings of shareholders,  a shareholder may
vote  by  proxy  executed  by the  shareholder  in the  manner  provided  by the
Certificate  of  Incorporation.  Proxies  solicited on behalf of the  management
shall be  voted as  directed  by the  shareholder  or,  in the  absence  of such
direction, as determined by a majority of the board of directors. No proxy shall
be valid after eleven  months from the date of its  execution  unless  otherwise
provided in the proxy.

         Section 10. Voting.  At each election for directors,  every shareholder
entitled to vote at such  election  shall be entitled to one vote for each share
of stock held by him or her.  Directors shall be elected by a plurality of votes
of the  shares  present in person or  represented  by proxy at the  meeting  and
entitled to vote on the election of directors.  Unless otherwise provided in the
Certificate of Incorporation,  by statute,  or by these Bylaws, in matters other
than the election of  directors,  a majority of the shares  present in person or
represented  by proxy at a lawful  meeting  and  entitled to vote on the subject
matter, shall be sufficient to pass on a transaction or matter.

         Section 11. Voting of Shares in the Name of Two or More  Persons.  When
ownership of stock stands in the name of two or more persons,  in the absence of
written  directions to the  Corporation  to the contrary,  at any meeting of the
shareholders of the Corporation,  any one or more of such shareholders may cast,
in person or by proxy,  all votes to which such  ownership is  entitled.  In the
event an attempt is made to cast  conflicting  votes,  in person or by proxy, by
the several  persons in whose names shares of stock stand,  the vote or votes to
which  those  persons  are  entitled  shall be cast as directed by a majority of
those  holding  such and present in person or by proxy at such  meeting,  but no
votes shall be cast for such stock if a majority cannot agree.

         Section 12. Voting of Shares of Certain Holders. Shares standing in the
name of another corporation may be voted by any officer,  agent, or proxy as the
bylaws of such corporation may prescribe,  or, in the absence of such provision,
as the board of directors of such  corporation may determine.  Shares held by an
administrator,  executor,  guardian,  or conservator may be voted by him or her,
either in person or by proxy,  without a transfer of such shares into his or her
name.  Shares  standing  in the  name of a  trustee  may be voted by him or her,
either in person or by proxy,  but no trustee  shall be  entitled to vote shares
held by him or her  without a transfer  of shares  into his or her name.  Shares
standing in the name

                                       -2-

<PAGE>

of a receiver  may be voted by such  receiver,  and shares  held by or under the
control of a receiver may be voted by such  receiver  without the transfer  into
his or her name if authority to do so is  contained in an  appropriate  order of
the court or other public authority by which such receiver was appointed.

         A  shareholder  whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,  and
thereafter, the pledgee shall be entitled to vote the shares so transferred.

         Neither  treasury  shares of its own stock held by the  Corporation nor
shares held by another corporation, if a majority of the shares entitled to vote
for  the  election  of  directors  of such  other  corporation  are  held by the
Corporation,  shall be voted at any meeting or counted in determining  the total
number of outstanding shares at any given time for purposes of any meeting.

         Section  13.  Inspectors  of  Election.  In advance  of any  meeting of
shareholders, the board of directors may appoint any persons other than nominees
for office as inspectors of election to act at such meeting or any  adjournment.
The  number of  inspectors  shall be either one or three.  Any such  appointment
shall not be  altered at the  meeting.  If  inspectors  of  election  are not so
appointed,  the chairman of the board or the president may, or on the request of
not fewer than 10 percent of the votes  represented at the meeting  shall,  make
such  appointment at the meeting.  If appointed at the meeting,  the majority of
the votes  present shall  determine  whether one or three  inspectors  are to be
appointed. In case any person appointed as inspector fails to appear or fails or
refuses  to act,  the  vacancy  may be  filled  by  appointment  by the board of
directors  in advance of the  meeting or at the  meeting by the  chairman of the
board or the president.

         Unless  otherwise  prescribed by regulation of the board, the duties of
such inspectors  shall include:  determining the number of shares and the voting
power of each share, the shares  represented at the meeting,  the existence of a
quorum, and the authenticity,  validity and effect of proxies;  receiving votes,
ballots,  or consents;  hearing and  determining all challenges and questions in
any way arising in connection  with the rights to vote;  counting and tabulating
all votes or consents; determining the result; and such acts as may be proper to
conduct the election or vote with fairness to all shareholders.

         Section 14. Nominating Committee. The board of directors shall act as a
nominating  committee  for  selecting  the  management  nominees for election as
directors.  Except in the case of a nominee substituted as a result of the death
or other  incapacity of a management  nominee,  the nominating  committee  shall
deliver  written  nominations to the secretary at least twenty days prior to the
date of the annual meeting.  Provided such committee makes such nominations,  no
nominations for directors except those made by the nominating committee shall be
voted upon at the annual meeting unless other  nominations by  shareholders  are
made in writing and delivered to the secretary of the  Corporation in accordance
with the provisions of Article II, Section 15 of these Bylaws.

         Section  15.  Notice for  Nominations  and  Proposals.  Nominations  of
candidates for election as directors at any annual meeting of  shareholders  may
be made (a) by, or at the  direction of, a majority of the board of directors or
(b) by any  shareholder  entitled to vote at such annual  meeting.  Only persons
nominated in accordance  with the  procedures set forth in this Section 15 shall
be eligible for election as directors at an annual meeting.  Ballots bearing the
names of all the persons who have been nominated for election as directors at an
annual  meeting in accordance  with the  procedures set forth in this Section 15
shall be provided for use at the annual meeting.

                                       -3-

<PAGE>

         Nominations,  other than those made by or at the direction of the board
of  directors,  shall be made  pursuant  to  timely  notice  in  writing  to the
Secretary of the  Corporation  as set forth in this Section 15. To be timely,  a
shareholder's  notice  shall be  delivered  to, or mailed and  received  at, the
principal  office  of the  Corporation  not  less  than  60  days  prior  to the
anniversary date of the immediately  preceding annual meeting of shareholders of
the  Corporation;  provided,  however,  that with respect to the first scheduled
annual meeting,  notice by the  shareholder  must be so delivered or received no
later than the close of  business  on the tenth day  following  the day on which
notice of the date of the  scheduled  meeting  must be  delivered or received no
later  than the close of  business  on the fifth day  preceding  the date of the
meeting.  Such  shareholder's  notice shall set forth (a) as to each person whom
the  shareholder  proposes to nominate for election or re-election as a director
and as to the shareholder  giving the notice (i) the name, age, business address
and  residence  address  of  such  person,  (ii)  the  principal  occupation  or
employment of such person,  (iii) the class and number of shares of  Corporation
stock which are Beneficially Owned (as defined in Article XIV of the Certificate
of  Incorporation)  by such person on the date of such shareholder  notice,  and
(iv) any other  information  relating  to such  person  that is  required  to be
disclosed in  solicitations  of proxies with respect to nominees for election as
directors, pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the  "Exchange  Act"),  including,  but not limited to,  information
required to be  disclosed  by Items 4, 5, 6 and 7 of Schedule 14A to be filed on
with the Securities and Exchange  Commission (or any successors of such items or
schedule);  and (b) as to the  shareholder  giving  the  notice (i) the name and
address, as they appear on the Corporation's  books, of such shareholder and any
other  shareholders known by such shareholder to be supporting such nominees and
(ii) the class and number of shares of Corporation  stock which are Beneficially
Owned by such  shareholder  on the date of such  shareholder  notice and, to the
extent  known,  by any  other  shareholders  known  by  such  shareholder  to be
supporting such nominees on the date of such shareholder  notice. At the request
of the board of directors,  any person nominated by, or at the direction of, the
Board for  election  as a director  at an annual  meeting  shall  furnish to the
Secretary  of the  Corporation  that  information  required to be set forth in a
shareholder's notice of nomination which pertains to the nominee.

         Proposals, other than those made by or at the direction of the board of
directors,  shall be made  pursuant to timely notice in writing to the Secretary
of the Corporation as set forth in this Section 15. For shareholder proposals to
be included in the  Corporation's  proxy materials,  the shareholder must comply
with all the timing and informational requirements of Rule 14a-8 of the Exchange
Act (or any successor  regulation).  With respect to shareholder proposals to be
considered  at the  annual  meeting  of  shareholders  but not  included  in the
Corporation's proxy materials,  the shareholder's  notice shall be delivered to,
or mailed and received at, the principal office of the Corporation not less than
60 days  prior  to the  anniversary  date of the  immediately  preceding  annual
meeting of shareholders of the Corporation.  Such shareholder's notice shall set
forth as to each  matter the  shareholder  proposes  to bring  before the annual
meeting (a) a brief description of the proposal desired to be brought before the
annual  meeting  and the  reasons  for  conducting  such  business at the annual
meeting, (b) the name and address, as they appear on the Corporation's books, of
the  shareholder  proposing  such business  and, to the extent known,  any other
shareholders  known by such shareholder to be supporting such proposal,  (c) the
class and number of shares of the Corporation stock which are Beneficially Owned
by the  shareholder  on the date of such  shareholder  notice and, to the extent
known, by any other shareholders known by such shareholder to be supporting such
proposal on the date of such shareholder  notice, and (d) any financial interest
of the shareholder in such proposal (other than interests which all shareholders
would have).

                                       -4-

<PAGE>

                        ARTICLE III - Board of Directors

         Section 1. General Powers.  The business and affairs of the Corporation
shall be under the direction of its board of  directors.  The board of directors
may annually  elect a chairman of the board and one or more vice  chairmen  from
among its members and shall designate,  when present, either the chairman of the
board or in his or her  absence,  one of the vice  chairmen  to  preside  at its
meetings.

         Section 2. Number,  Term and  Election.  The board of  directors  shall
consist  of such  number of  members,  not  greater  than  fifteen,  as shall be
determined by resolution of the board from time to time.  The board of directors
shall be  classified  in accordance  with the  provisions  of the  Corporation's
Certificate  of  Incorporation.  The  members of each class shall be elected for
terms specified by the Certificate of  Incorporation  and until their successors
are elected or  qualified.  Directors  are to be elected by a plurality of votes
cast by the shares entitled to vote in the election at a meeting of shareholders
at which a quorum is present.

         Section 3.  Residency  Requirement.  Each  director of the  Corporation
must,  at all times,  reside in a county,  city or town  within the State of New
Jersey  which is no more than fifty (50) miles in distance  from the main branch
or nearest branch office location of the Corporation's  wholly-owned subsidiary,
Parke Bank.  The residency  requirement of this Section 3 shall not apply to any
member of the Corporation's board of directors as of January 25, 2005.

         Section 4. Place of  Meeting.  All annual and  special  meetings of the
board of directors  shall be held at the principal  office of the Corporation or
at such other place,  within or outside the State of New Jersey, as the board of
directors may determine and as designated in the notice of such meeting.

         Section  5.  Regular  Meetings.  A  regular  meeting  of the  board  of
directors  shall be held  without  other notice than this Bylaw at such time and
date as the board of directors may determine.

         Section 6. Special Meetings. Special meetings of the board of directors
may be called by or at the request of the chairman of the board,  the president,
or one-third of the directors.  The persons  authorized to call special meetings
of the board of directors may fix any place,  within or outside the State of New
Jersey,  as the place for holding any special  meeting of the board of directors
called by such persons.

         Members of the board of directors may  participate in special  meetings
by means of conference  telephone or similar  communications  equipment by which
all persons participating in the meeting can hear each other. Such participation
shall constitute presence in person.

         Section 7.  Notice of Special  Meeting.  Written  notice of at least 24
hours  regarding  any  special  meeting  of the  board  of  directors  or of any
committee  designated thereby shall be given to each director in accordance with
these Bylaws, although such notice may be waived by the director. The attendance
of such  director  at a  meeting  shall  constitute  a waiver  of notice of such
meeting,  except where a director  attends a meeting for the express  purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.  Neither the business to be  transacted  at, nor the purpose
of,  any  meeting  need be  specified  in the notice of waiver of notice of such
meeting.

         Section 8.  Quorum.  A majority  of the  number of  directors  fixed by
Section 2 of this Article III shall  constitute a quorum for the  transaction of
business  at any  meeting  of the  board of  directors,  but if less  than  such
majority  is present  at a meeting,  a majority  of the  directors  present  may
adjourn the

                                       -5-

<PAGE>

meeting from time to time. Notice of any adjourned meeting shall be given in the
same manner as prescribed by Section 7 of this Article III.

         Section 9. Manner of Acting.  The act of the majority of the  directors
present at a meeting at which a quorum is present  shall be the act of the board
of  directors,  unless a  greater  number is  prescribed  by these  Bylaws,  the
Certificate of Incorporation or the laws of New Jersey.

         Section 10. Action Without a Meeting.  Any action required or permitted
to be taken by the  board of  directors  at a  meeting  may be taken  without  a
meeting if a consent in  writing,  setting  forth the action so taken,  shall be
signed by all of the directors.

         Section 11. Resignation. Any director may resign at any time by sending
a  written  notice of such  resignation  to the home  office of the  Corporation
addressed  to the  chairman  of the  board or the  president.  Unless  otherwise
specified,  such  resignation  shall take effect upon receipt by the chairman of
the board or the president.

         Section 12. Vacancies.  Any vacancy occurring on the board of directors
may be filled by the affirmative vote of a majority of the remaining  directors,
although  less than a quorum of the board of  directors.  A director  elected to
fill a vacancy shall be elected to serve until the next election of directors by
the shareholders.  Any directorship to be filled by reason of an increase in the
number of directors  may be filled by election by the board of  directors  for a
term of office  continuing  only until the next  election  of  directors  by the
shareholders.

         Section  13.  Compensation.  Directors,  as such,  may receive a stated
salary for their services. By resolution of the board of directors, a reasonable
fixed sum, and  reasonable  expenses of  attendance,  if any, may be allowed for
actual  attendance at each regular or special meeting of the board of directors.
Members  of  either   standing  or  special   committees  may  be  allowed  such
compensation as the board of directors may determine.

         Section 14. Presumption of Assent. A director of the Corporation who is
present  at a  meeting  of  the  board  of  directors  at  which  action  on any
Corporation  matter is taken shall be  presumed  to have  assented to the action
taken  unless his dissent or  abstention  shall be entered in the minutes of the
meeting or unless he or she shall file a written dissent to such action with the
person acting as the secretary of the meeting before the adjournment  thereof or
shall  forward  such  dissent  by  registered  mail  to  the  secretary  of  the
Corporation within five days after the date a copy of the minutes of the meeting
is  received.  Such right to dissent  shall not apply to a director who voted in
favor of such action.

         Section 15. Removal of Directors.  Directors of the  Corporation may be
removed only in accordance with the Corporation's Certificate of Incorporation.

         Section 16. Minimum Share Requirement. Each director of the Corporation
must be a shareholder of the Corporation and own at least  twenty-five  thousand
(25,000) shares of the Corporation's Common Stock. The minimum share requirement
of this Section 16 shall not apply to any member of the  Corporation's  board of
directors as of January 25, 2005.

         Section 17. Affiliations With Other Depository  Institutions.  A person
is not  eligible  to  serve as  director  of the  Corporation  if he or she is a
"management official" of another "depository institution" or "depository holding
company"  as those  terms  are  defined  in  Depository  Institution  Management
Interlocks Act (12 U.S.C.  ss.3201).  If elected director of the Corporation,  a
person may not thereafter

                                       -6-

<PAGE>

serve or agree to serve as a management official of a depository  institution or
depository  holding  company unless and until his or her term as director of the
Corporation has expired.

         Section 18. Eligibility Requirement.  A person is not eligible to serve
as  director  if he or she:  (1) is  under  indictment  for,  or has  ever  been
convicted of, a criminal  offense,  involving  dishonesty or breach of trust and
the penalty for such offense could be  imprisonment  for more than one year; (2)
is a person against whom a federal or state bank  regulatory  agency has, within
the past ten  years,  issued a cease  and  desist  order for  conduct  involving
dishonesty or breach of trust and that order is final and not subject to appeal;
3) has been  found  either  by any  federal  or state  regulatory  agency  whose
decision is final and not subject to appeal, or by a court to have (a) committed
a wilful violation of any law, rule or regulation governing banking, securities,
commodities  or  insurance,  or any final  cease and  desist  order  issued by a
banking, securities, commodities or insurance regulatory agency; or (b) breached
a fiduciary  duty  involving  personal  profit;  or (4) has been  nominated by a
person who would be disqualified  from serving as a director of this Corporation
under Section 18 (1), (2) or (3).

                   ARTICLE IV - Executive And Other Committees

         Section 1. Appointment.  The board of directors,  by resolution adopted
by a majority of the full board,  may designate the chief executive  officer and
two or more of the other  directors to  constitute an executive  committee.  The
designation  of any committee  pursuant to this Article IV and the delegation of
authority shall not operate to relieve the board of directors,  or any director,
of any responsibility imposed by law or regulation.

         Section  2.  Authority.  The  executive  committee,  when the  board of
directors is not in session, shall have and may exercise all of the authority of
the board of directors  except to the extent,  if any, that such authority shall
be limited by the resolution appointing the executive committee; and except also
that the  executive  committee  shall  not have the  authority  of the  board of
directors with reference to: the declaration of dividends;  the amendment of the
Certificate of Incorporation or these Bylaws of the Corporation, or recommending
to the shareholders a plan of merger,  consolidation,  or conversion;  the sale,
lease,  or other  disposition  of all or  substantially  all of the property and
assets of the Corporation  otherwise than in the usual and regular course of its
business; a voluntary dissolution of the Corporation; a revocation of any of the
foregoing; or the approval of a transaction in which any member of the executive
committee, directly or indirectly, has any material beneficial interest.

         Section  3.  Tenure.  Subject  to the  provisions  of Section 8 of this
Article IV, each member of the executive  committee  shall hold office until the
next  regular  annual  meeting of the board of  directors  following  his or her
designation  and until a successor is  designated  as a member of the  executive
committee.

         Section 4. Meetings. Regular meetings of the executive committee may be
held without notice at such times and places as the executive  committee may fix
from time to time by resolution. Special meetings of the executive committee may
be called by any member  thereof upon not less than one day's notice stating the
place, date and hour of the meeting.  Any member of the executive  committee may
waive  notice of any meeting  and no notice of any meeting  need be given to any
member  thereof who attends in person.  The notice of a meeting of the executive
committee need not state the business proposed to be transacted at the meeting.

         Section 5. Quorum. A majority of the members of the executive committee
shall  constitute  a quorum  for the  transaction  of  business  at any  meeting
thereof, and action of the executive committee must

                                       -7-

<PAGE>

be authorized by the affirmative  vote of a majority of the members present at a
meeting at which a quorum is present.

         Section 6. Action Without a Meeting.  Any action  required or permitted
to be taken by the  executive  committee  at a  meeting  may be taken  without a
meeting if a consent in  writing,  setting  forth the action so taken,  shall be
signed by all of the members of the executive committee.

         Section 7.  Vacancies.  Any vacancy in the  executive  committee may be
filled by a resolution adopted by a majority of the full board of directors.

         Section  8.  Resignations  and  Removal.  Any  member of the  executive
committee may be removed at any time with or without cause by resolution adopted
by a  majority  of the full  board of  directors.  Any  member of the  executive
committee may resign from the executive  committee at any time by giving written
notice to the  president  or  secretary  of the  Corporation.  Unless  otherwise
specified,  such resignation shall take effect upon its receipt;  the acceptance
of such resignation shall not be necessary to make it effective.

         Section 9. Procedure.  The executive  committee shall elect a presiding
officer from its members and may fix its own rules of procedure  which shall not
be  inconsistent  with  these  Bylaws.  It shall  keep  regular  minutes  of its
proceedings and report the same to the board of directors for its information at
the meeting held next after the proceedings shall have occurred.

         Section 10. Other Committees.  The board of directors may by resolution
establish any other committee  composed of directors as they may determine to be
necessary or appropriate  for the conduct of the business of the Corporation and
may prescribe the duties, constitution, and procedures thereof.

                              ARTICLE V - Officers

         Section 1. Positions.  The officers of the Corporation  shall include a
chief executive officer, president, one or more vice presidents, a secretary and
a  treasurer,  each of whom  shall be  elected  by the board of  directors.  The
offices of the secretary and treasurer may be held by the same person and a vice
president  may also be  either  the  secretary  or the  treasurer.  The board of
directors may designate one or more vice  presidents as executive vice president
or senior vice president. The board of directors may also elect or authorize the
appointment  of such other  officers  as the  business  of the  Corporation  may
require.  The officers  shall have such authority and perform such duties as the
board of directors may from time to time authorize or determine.  In the absence
of action by the board of  directors,  the  officers  shall have such powers and
duties as generally pertain to their respective offices.

         Section 2. Election and Term of Office. The officers of the Corporation
shall be elected  annually at the first  meeting of the board of directors  held
after each annual  meeting of the  shareholders.  If the election of officers is
not held at such  meeting,  such  election  shall be held as soon  thereafter as
possible. Each officer shall hold office until a successor has been duly elected
and  qualified  or until the  officer's  death,  resignation,  or removal in the
manner hereinafter provided. Election or appointment of an officer, employee, or
agent shall not of itself create contractual  rights. The board of directors may
authorize the Corporation to enter into an employment contract with any officer,
but no such contract  shall impair the right of the board of directors to remove
any officer at any time in accordance with Section 3 of this Article V.

                                       -8-

<PAGE>

         Section  3.  Removal.  Any  officer  may be  removed  by the  board  of
directors whenever in its judgment the best interests of the Corporation will be
served  thereby,  but such  removal,  other  than for  cause,  shall be  without
prejudice to any contractual rights of the person so removed.

         Section  4.  Vacancies.  A  vacancy  in any  office  because  of death,
resignation, removal, disqualification,  or otherwise may be filled by the board
of directors for the unexpired portion of the term.

         Section 5.  Remuneration.  The  remuneration  of the officers  shall be
fixed  from  time  to time  by the  board  of  directors,  or by a  compensation
committee of the board of directors in accordance with  applicable  requirements
of the  Rules  of  the  Nasdaq  Stock  Market,  or by  employment  contracts  or
otherwise.

               ARTICLE VI - Contracts, Loans, Checks, and Deposits

         Section 1.  Contracts.  Except as otherwise  prescribed by these Bylaws
with respect to  certificates  for shares,  the board of directors may authorize
any officer, employee, or agent of the Corporation to enter into any contract or
execute  and  deliver  any  instrument  in the  name  of and  on  behalf  of the
Corporation. Such authority may be general or confined to specific instances.

         Section 2. Loans. In accordance with Section 402 of the  Sarbanes-Oxley
Act of 2002, the  Corporation may not,  directly or indirectly,  make a personal
loan to or for any director or executive  officer of the Corporation,  except as
otherwise  permitted  thereby.  No loans  shall be  contracted  on behalf of the
Corporation and no evidence of  indebtedness  shall be issued in its name unless
authorized by the board of directors.  Such authority may be general or confined
to specific instances.

         Section 3. Checks, Drafts, Etc. All checks, drafts, or other orders for
the payment of money,  notes, or other  evidences of indebtedness  issued in the
name of the Corporation shall be signed by one or more officers,  employees,  or
agents of the  Corporation,  which may  include  facsimile  signatures,  in such
manner as shall from time to time be determined by the board of directors.

         Section  4.  Deposits.  All  funds  of the  Corporation  not  otherwise
employed shall be deposited  from time to time to the credit of the  Corporation
in any duly authorized depositories as the board of directors may select.

            ARTICLE VII - Certificates for Shares and Their Transfer

         Section 1. Certificates for Shares. Certificates representing shares of
capital stock of the Corporation shall be in such form as shall be determined by
the board of directors. Such certificates shall be signed by the chief executive
officer or by any other  officer of the  Corporation  authorized by the board of
directors,  attested by the secretary or an assistant secretary, and sealed with
the corporate seal or a facsimile thereof.  The signatures of such officers upon
a certificate  may be facsimiles if the certificate is manually signed on behalf
of a transfer agent or a registrar other than the  Corporation  itself or one of
its  employees.   Each   certificate  for  shares  of  capital  stock  shall  be
consecutively  numbered  or  otherwise  identified.  The name and address of the
person to whom the  shares  are  issued,  with the  number of shares and date of
issue,  shall be entered on the stock  transfer  books of the  Corporation.  All
certificates  surrendered to the  Corporation for transfer shall be canceled and
no new  certificate  shall be issued  until the  former  certificate  for a like
number of shares has been surrendered and canceled, except that in the case of a
lost or destroyed  certificate,  a new certificate may be issued upon such terms
and indemnity to the Corporation as the board of directors may prescribe.

                                       -9-

<PAGE>

         Section 2.  Transfer of Shares.  Transfer of shares of capital stock of
the Corporation  shall be made only on its stock transfer  books.  Authority for
such transfer shall be given only by the holder of record or by his or her legal
representative,  who shall furnish proper evidence of such authority,  or by his
or her attorney  authorized by a duly executed  power of attorney and filed with
the Corporation.  Such transfer shall be made only on surrender for cancellation
of the certificate  for such shares.  The person in whose name shares of capital
stock stand on the books of the  Corporation  shall be deemed by the Corporation
to be the owner for all purposes.

         Section 3. Payment for Shares.  No certificate  shall be issued for any
shares until such share is fully paid.

         Section  4. Form of  Payment  for  Shares.  The  consideration  for the
issuance of shares shall be paid in accordance with the provisions of New Jersey
law.

         Section 5. Stock Ledger.  The stock ledger of the Corporation  shall be
the only evidence as to who are the  shareholders  entitled to examine the stock
ledger,  the list  required  by Section 7 of  Article II of these  Bylaws or the
books of the  Corporation,  or to vote in person or by proxy at any  meeting  of
shareholders.

         Section 6. Lost  Certificates.  The board of directors may direct a new
certificate to be issued in place of any certificate  theretofore  issued by the
Corporation alleged to have been lost, stolen, or destroyed,  upon the making of
an affidavit of that fact by the person  claiming the certificate of stock to be
lost,  stolen,  or destroyed.  When authorizing such issue of a new certificate,
the board of directors may, in its  discretion  and as a condition  precedent to
the  issuance  thereof,  require the owner of such lost,  stolen,  or  destroyed
certificate, or his or her legal representative,  to give the Corporation a bond
in such sum as it may  direct as  indemnity  against  any claim that may be made
against the  Corporation  with respect to the  certificate  alleged to have been
lost, stolen, or destroyed.

         Section 7.  Beneficial  Owners.  The  Corporation  shall be entitled to
recognize the exclusive  right of a person  registered on its books as the owner
of shares to  receive  dividends,  and to vote as such  owner,  and shall not be
bound to recognize any equitable or other claim to or interest in such shares on
the part of any other person,  whether or not the Corporation shall have express
or other notice thereof, except as otherwise provided by law.

                    ARTICLE VIII - Fiscal Year; Annual Audit

         The  fiscal  year  of the  Corporation  shall  end on the  last  day of
December of each year. The Corporation shall be subject to an annual audit as of
the end of its fiscal year by independent  public  accountants  appointed by and
responsible to the board of directors.

                             ARTICLE IX - Dividends

         Subject  only  to  the  terms  of  the  Corporation's   Certificate  of
Incorporation and applicable law, the board of directors may, from time to time,
declare and the  Corporation may pay,  dividends on its  outstanding  classes of
capital stock which are eligible for dividends.

                                      -10-

<PAGE>

                           ARTICLE X - Corporate Seal

         The board of directors  shall  provide a Corporate  seal which shall be
two concentric  circles between which shall be the name of the Corporation.  The
year of incorporation or an emblem may appear in the center.

                             ARTICLE XI - Amendments

         These  Bylaws may be amended  only as  specified  in the  Corporation's
Certificate of Incorporation.


                                      -11-

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