<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>6
<FILENAME>ex4-2.txt
<DESCRIPTION>COMMON STOCK PURCHASE WARRANT
<TEXT>
                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                                   PARKE BANK

          Void after 5:00 P.M., Philadelphia Time, on December 31, 2008

                         Warrant to Purchase __________
                             Shares of Common Stock


This is to certify that,  for value  received,  ________________  by, his heirs,
successors and assigns (the "Holder"),  is entitled to purchase,  subject to the
provisions of this Warrant,  from Parke Bank, a New Jersey  banking  institution
(the  "Bank"),  at any time on or after the date hereof,  and not later than the
earlier of (i) 5:00 p.m.,  Philadelphia  time, on the Redemption Date (as herein
defined),  (ii) 5:00 p.m.,  Philadelphia time, on December 31, 2008 or (iii) the
Forfeiture Date, as defined below, __________ shares of the Bank's Common Stock,
$5.00 par value per share (the "Common  Stock"),  at a purchase  price per share
equal to $10.00.  The number of shares of Common  Stock to be received  upon the
exercise of this  Warrant  and the price to be paid for a share of Common  Stock
may be adjusted from time to time as hereinafter set forth. The shares of Common
Stock  deliverable  upon such  exercise and as adjusted  from time to time,  are
hereinafter  sometimes referred to as "Warrant Stock" and the exercise price for
a share of Common Stock in effect at any time and as adjusted  from time to time
is hereinafter sometimes referred to as the "Exercise Price."

         A.  Exercise of Warrant.  This  Warrant may be exercised in whole or in
             -------------------
part at any time,  or from time to time,  on or after the date  hereof,  but not
later than the earlier of (i) 5:00 p.m.,  Philadelphia  time, on the  Redemption
Date,  (ii) 5:00 p.m.,  Philadelphia  time, on December 31, 2008, or if December
31, 2008 is a day on which banking  institutions are authorized by law to close,
then on the next  succeeding  day which  shall  not be such a day,  or (iii) the
Forfeiture  Date, as defined below, by presentation  and surrender hereof to the
Bank or at the office of its stock  transfer  agent,  if any,  with the Purchase
Form annexed  hereto duly  executed and  accompanied  by payment of the Exercise
Price for the number of shares specified in such form, together with all federal
and  state  taxes  applicable  upon such  exercise.  If this  Warrant  should be
exercised  in part only,  the Bank shall,  upon  surrender  of this  Warrant for
cancellation,  execute  and deliver a new  Warrant  evidencing  the right of the
Holder to purchase the balance of the shares purchasable hereunder. Upon receipt
by the Bank of this  Warrant  at the  office of the Bank or at the office of its
stock transfer agent,  if any, in proper form for exercise,  the Holder shall be
deemed to be the holder of record of the shares of Common  Stock  issuable  upon
such exercise  notwithstanding  that the stock  transfer books of the Bank shall
then be closed or that  certificates  representing  such shares of Common  Stock
shall not then be actually delivered to the Holder.

                                       -1-

<PAGE>

         B.  Reservation  of Shares.  The Bank  hereby  agrees that at all times
             ----------------------
there shall be reserved  for  issuance  and/or  delivery  upon  exercise of this
Warrant  such  number of shares of its  Common  Stock as shall be  required  for
issuance and/or delivery upon exercise of this Warrant.

         C.  Fractional  Shares.  The  Bank  shall  not  be  required  to  issue
             ------------------
certificates  representing  fractions of shares of Common Stock of the Bank upon
the  exercise  of the  Warrants,  nor shall it be required to issue scrip or pay
cash in lieu of any  fractional  interests,  it being the intent of the  parties
that all fractional  interests shall be eliminated by rounding any fraction down
to the next lowest  whole  number of shares of Common Stock of the Bank or other
securities, properties or rights.

         D.   Exchange,   Assignment  or  Loss  of  Warrant.   This  Warrant  is
              ---------------------------------------------
exchangeable,  without expense,  at the option of the Holder,  upon presentation
and surrender  hereof to the Bank or at the office of its stock transfer  agent,
if any,  for other  Warrants of  different  denominations  entitling  the Holder
hereof to purchase in the  aggregate  the same number of shares of Common  Stock
purchasable  hereunder.  This  Warrant  may be sold,  transferred,  assigned  or
hypothecated by the Holder at any time subject to compliance with the Securities
Act of 1933, as amended (the "Act"),  and applicable  state  securities law. Any
such assignment shall be made by surrender of this Warrant to the Bank or at the
office of its stock transfer  agent,  if any, with the  Assignment  Form annexed
hereto duly executed and funds sufficient to pay any transfer tax; whereupon the
Bank shall, without charge, execute and deliver a new Warrant in the name of the
assignee named in such  instrument of assignment and this Warrant shall promptly
be canceled.  This Warrant may be divided or combined with other  Warrants which
carry the same rights upon  presentation  hereof at the office of the Bank or at
the office of its stock transfer agent,  if any,  together with a written notice
specifying  the names and  denominations  in which new Warrants are to be issued
and signed by the Holder hereof.  The term "Warrant" as used herein includes any
Warrants  issued in  substitution  for or replacement  of this Warrant,  or into
which this  Warrant  may be divided or  exchanged.  Upon  receipt by the Bank of
evidence  satisfactory  to it of the loss,  theft,  destruction or mutilation of
this  Warrant,  and, in the case of loss,  theft or  destruction,  of reasonably
satisfactory  indemnification,  and  upon  surrender  and  cancellation  of this
Warrant,  if mutilated,  the Bank will execute and deliver a new Warrant of like
tenor and date. Any such new Warrant  executed and delivered shall constitute an
additional  contractual  obligation on the part of the Bank, whether or not this
Warrant so lost, stolen, destroyed or mutilated shall be at any time enforceable
by anyone.

         E. Rights of the Holder.  The Holder  shall not, by virtue  hereof,  be
            --------------------
entitled to any rights of a shareholder in the Bank either at law or equity, and
the rights of the  Holder are  limited  to those  expressed  in this  Warrant or
incorporated by reference herein and are not enforceable against the Bank to the
extent not set forth herein or incorporated by reference herein.

         F.  Redemption.  The Bank may, at its option,  redeem this Warrant,  in
             ----------
whole or in part,  at a price of $1.00 per Warrant (the  "Redemption  Price") at
any time after January 1, 2002 upon not less than 60 days prior  written  notice
to the Holder (the "Redemption Notice") at the Holder's address as it appears on
the  records  of the  Bank.  The  Redemption  Notice  shall  state  (i) the date
established for such redemption (the  "Redemption  Date");  (ii) that payment of
the Redemption Price will be

                                       -2-

<PAGE>

made by the Bank upon  presentation  and  surrender  to the Bank of the  Warrant
Certificates  representing the Warrants being redeemed and (iii) that the rights
to  exercise  the  Warrants  then  outstanding  shall  terminate  at 5:00  p.m.,
Philadelphia time, on the Redemption Date.

         G. Forfeiture. In the event that the Bank's capital falls below certain
            ----------
minimum  requirements  as  determined  from time to time by the Federal  Deposit
Insurance Corporation (the "FDIC"), or a successor governmental entity, the FDIC
may require the Bank to notify the Holder of this  Warrant that such Holder must
exercise  this  Warrant on or before the 30th day after the date such  notice is
sent by the Bank,  or such  later date as the FDIC may  prescribe  (such date or
later date, as the case may be, is referred to herein as the "Forfeiture Date"),
or forfeit all rights to purchase  the Warrant  Stock under this  Warrant  after
such Forfeiture Date.

         H. Adjustments.
            -----------

         1. If the  outstanding  shares  of the  Bank's  Common  Stock  shall be
subdivided  into a greater  number of shares or a dividend in Common Stock shall
be paid in respect of the Bank's  Common  Stock,  the  Exercise  Price in effect
immediately  prior to such  subdivision  or at the record date of such  dividend
shall  simultaneously  with the effectiveness of such subdivision or immediately
after the  record  date of such  dividend  be  proportionately  reduced.  If the
outstanding  shares of the Bank's  Common Stock shall be combined into a smaller
number  of  shares,  the  Exercise  Price in  effect  immediately  prior to such
combination shall, simultaneously with the effectiveness of such combination, be
proportionately  increased.  When any  adjustment  is required to be made in the
Exercise  Price,  the number of shares of  Warrant  Stock  purchasable  upon the
exercise of this Warrant  shall be changed to the number  determined by dividing
(a) an amount equal to the number of shares  issuable  upon the exercise of this
Warrant  immediately prior to such adjustment,  multiplied by the Exercise Price
in effect  immediately  prior to such  adjustment,  by (b) the Exercise Price in
effect immediately after such adjustment.

         2. If there shall occur any capital  reorganization or reclassification
of the Bank's Common Stock (other than a change in par value or a subdivision or
combination as provided for in subsection H.1 hereof),  or any  consolidation or
merger of the Bank with or into  another  corporation,  or a transfer  of all or
substantially  all  of the  assets  of the  Bank,  then,  as  part  of any  such
reorganization, reclassification, consolidation, merger or sale, as the case may
be, lawful provision shall be made so that the Holder of this Warrant shall have
the right  thereafter to receive upon the exercise hereof the kind and amount of
shares of stock or other  securities  or property  which such Holder  would have
been  entitled  to receive  if,  immediately  prior to any such  reorganization,
reclassification, consolidation, merger or sale, as the case may be, such Holder
had held the number of shares of Common Stock which were then  purchasable  upon
the  exercise of this  Warrant.  In any such case,  appropriate  adjustment  (as
reasonably  determined  by the Board of  Directors of the Bank) shall be made in
the  application  of the  provisions set forth herein with respect to the rights
and interests  thereafter of the Holder of this Warrant such that the provisions
set  forth  in  this  subsection  H.2  (including  provisions  with  respect  to
adjustment of the Exercise Price) shall thereafter be

                                       -3-

<PAGE>

applicable, as nearly as is reasonably practicable, in relation to any shares of
stock or other securities or property  thereafter  deliverable upon the exercise
of this Warrant.

         3. When any  adjustment  is required to be made in the Exercise  Price,
the Bank shall  promptly  mail to the  Holder a  certificate  setting  forth the
Exercise Price after such  adjustment and setting forth a brief statement of the
facts requiring such adjustment.  Such certificate shall also set forth the kind
and amount of stock or other  securities  or  property  into which this  Warrant
shall be exercisable  following the occurrence of any of the events specified in
subsections H.1 or H.2 hereof.

                                       -4-

<PAGE>

         I.  Applicable Law. This Warrant shall be governed by, and construed in
             --------------
accordance  with,  the internal laws of the State of New Jersey  without  giving
effect to conflict of laws.

 [SEAL] PARKE BANK


Attest:                                        By: _____________________________
                                                   Vito S. Pantilione, President
                                                   Chief Executive Officer


Dolores M. Calvello(Asst Corporate Secretary)                 DATE:


                                  PURCHASE FORM


                                                   Date: _________________, 20__




         The  undersigned  hereby  irrevocably  elects to  exercise  the  within
Warrant to the extent of purchasing  _________ shares of Common Stock and hereby
makes payment of $_________ in payment of the actual exercise price thereof.

                              ____________________

                     INSTRUCTIONS FOR REGISTRATION OF STOCK
                              ____________________


Name  __________________________________________________________________________
      (Please typewrite or print in block letters)

Address ________________________________________________________________________

Signature ______________________________________________________________________

Social Security or Tax ID Number _______________________________________________


                                       -5-

<PAGE>

                                 ASSIGNMENT FORM



FOR VALUE RECEIVED, ____________________________________________________________

hereby sells, assigns and transfers unto

Name  ________________________________________________________________
      (Please typewrite or print in block letters)

Address ________________________________________________________________________

the right to purchase Common Stock  represented by this Warrant to the extent of
shares  as to which  such  right is  exercisable  and  does  hereby  irrevocably
constitute and appoint  attorney,  to transfer the same on the books of the Bank
with full power of substitution in the premises.


                                              Signature_________________________



Dated:  ______________________



                                       -6-


</TEXT>
</DOCUMENT>
