-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 HVhaP0QSslcVB4YjoR9a8IBYEIUfOI140VHCVBPO3SJLgKkYx5sm8h40+lHXaqWe
 99c/brwgi2K6oFSKydlNtQ==

<SEC-DOCUMENT>0000946275-05-000102.txt : 20060627
<SEC-HEADER>0000946275-05-000102.hdr.sgml : 20060627

<ACCEPTANCE-DATETIME>20050131154012

<PRIVATE-TO-PUBLIC>

ACCESSION NUMBER:		0000946275-05-000102

CONFORMED SUBMISSION TYPE:	S-4

PUBLIC DOCUMENT COUNT:		17

FILED AS OF DATE:		20050131

DATE AS OF CHANGE:		20050407


FILER:


	COMPANY DATA:	

		COMPANY CONFORMED NAME:			PARKE BANCORP, INC.

		CENTRAL INDEX KEY:			0001315399

		STANDARD INDUSTRIAL CLASSIFICATION:	STATE COMMERCIAL BANKS [6022]

		IRS NUMBER:				000000000

		STATE OF INCORPORATION:			NJ

		FISCAL YEAR END:			1231



	FILING VALUES:

		FORM TYPE:		S-4

		SEC ACT:		1933 Act

		SEC FILE NUMBER:	333-122406

		FILM NUMBER:		05561714



	BUSINESS ADDRESS:	

		STREET 1:		601 DELSEA DRIVE

		CITY:			WASHINGTON TOWNSHIP

		STATE:			NJ

		ZIP:			08080

		BUSINESS PHONE:		856 256-2500



	MAIL ADDRESS:	

		STREET 1:		601 DELSEA DRIVE

		CITY:			WASHINGTON TOWNSHIP

		STATE:			NJ

		ZIP:			08080



</SEC-HEADER>

<DOCUMENT>
<TYPE>S-4
<SEQUENCE>1
<FILENAME>s4_012805-0343.txt
<DESCRIPTION>FORM
<TEXT>
As Filed with the Securities and Exchange Commission on January 31, 2005
                           Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                       ==================================

                                    FORM S-4
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       ==================================

                               Parke Bancorp, Inc.
              -----------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<CAPTION>

<S>      <C>                      <C>                             <C>

          New Jersey                            6022                       [Applied For]
- -------------------------------       ----------------------------    -----------------------
(State or Other Jurisdiction of       (Primary Standard Industrial        (I.R.S. Employer
 Incorporation or Organization)        Classification Code Number)       Identification No.)

</TABLE>

                               Parke Bancorp, Inc.
                                601 Delsea Drive
                      Washington Township, New Jersey 08080
                                 (856) 256-2500
     ----------------------------------------------------------------------
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)

            Vito S. Pantilione, President and Chief Executive Officer
                               Parke Bancorp, Inc.
                                601 Delsea Drive
                      Washington Township, New Jersey 08080
                                 (856) 256-2500
     ----------------------------------------------------------------------
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                                   Copies To:

                               John J. Spidi, Esq.
                           Tiffany A. Hasselman, Esq.
                            Malizia Spidi & Fisch, PC
                            1100 New York Ave., N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660

                        =============================

         Approximate Date of Commencement of the Proposed Sale of the Securities
to the  Public:  As soon  as  practicabler]  after  the  effective  date of this
registration statement and the satisfaction or waiver of all other conditions to
the merger described in the proxy statement/prospectus.

         If the  securities  being  registered on this Form are being offered in
connection  with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the  Securities  Act,  check the following box and
list the Securities Act registration  statement number of the earlier  effective
registration statement for the same offering. [_]

         If this  Form is a  post-effective  amendment  filed  pursuant  to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. [_]



<PAGE>

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

========================== ==================== =========================== =========================  =====================

   Title Of Each Class                               Proposed Maximum           Proposed Maximum
      Of Securities            Amount To Be           Offering Price                Aggregate                Amount Of
     To Be Registered           Registered               Per Unit                Offering Price          Registration Fee
- -------------------------- -------------------- --------------------------- -------------------------  ---------------------
<S>                       <C>                         <C>                  <C>                         <C>
Common Stock,
par value $0.10                 2,852,226                   N/A                    $52,851,747               $6,220.65
per share
========================== ==================== =========================== =========================  =====================
</TABLE>


- ---------------

(1) This  registration  statement  covers  the  maximum  number of shares of the
registrant's  common stock to be issued upon consummation of the  reorganization
of Parke Bank into the holding  company  form of  organization,  pursuant to the
Plan of  Acquisition,  dated January 25, 2005, by and between Parke Bank and the
registrant.

(2) The  registration fee has been computed in accordance with Rule 457(f) under
the  Securities  Act of 1933,  based on $18.53,  the average of the high and low
sales  prices for a share of common stock of Parke Bank as reported on Nasdaq on
January 25, 2005,  multiplied by 2,852,226 the maximum number of shares of Parke
Bank  common  stock to be  exchanged  in the  reorganization,  including  shares
issuable upon the exercise of outstanding stock options and warrants.

         The registrant hereby amends this  registration  statement on such date
or dates as may be necessary to delay its  effective  date until the  registrant
shall file a further amendment which specifically  states that this registration
statement  shall  become  effective  in  accordance  with  Section  8(a)  of the
Securities  Act of  1933  or  until  the  registration  statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.




<PAGE>

                             [PARKE BANK LETTERHEAD]

March 25, 2005

Dear Fellow Shareholders:

     On behalf of the Board of Directors and management of Parke Bank, we invite
you to attend  our  Annual  Meeting of  Shareholders  to be held at The  Italian
Bistro, 590 Delsea Drive, Washington Township, New Jersey, on April 26, 2005, at
10:00 a.m. The attached  Notice of Annual Meeting and Proxy  Statement  describe
the formal business to be transacted at the Meeting.

     In  addition to the  election  of  directors  and the  ratification  of the
appointment of the independent  auditor,  shareholders will be asked to consider
and vote upon the following item:

o    a  proposal  to  reorganize  the Bank  into  the  holding  company  form of
     ownership by approving a Plan of Acquisition  under which (i) the Bank will
     become a  wholly-owned  subsidiary  of Parke  Bancorp,  Inc.,  a New-Jersey
     corporation  formed for the purpose of becoming the holding company for the
     Bank and (ii)  each  outstanding  share of the Bank  will be  automatically
     converted into one share of Parke Bancorp, Inc.

     Your Board of Directors has unanimously  approved the adoption of a holding
company  structure  for  the  Bank.   Deregulation  in  the  financial  services
industries has created many opportunities for the Bank. In recent years, we have
seen numerous financial institutions form holding companies to take advantage of
these  opportunities.  Although we have no present plans to acquire or establish
other businesses,  upon consummation of the holding company reorganization,  the
Bank will be in a position to take immediate advantage of any such opportunities
that may arise.

     The  Board of  Directors  of the Bank  believes  that the  holding  company
reorganization  is in the best  interests of the  shareholders  and urges you to
vote "FOR" this proposal.  Forming a holding company is an important step in the
continued  growth of our  business  and will  create a more  flexible  corporate
structure,  increase the range of financial activities we can offer, and help us
to respond to future regulatory changes.

     Your percentage stock ownership interest in Parke Bancorp, Inc. will remain
the same as your present interest in the Bank. Each share of common stock of the
Bank will automatically become one share of common stock of Parke Bancorp,  Inc.
Shares of common stock of Parke Bank are traded on the Nasdaq Stock Market under
the symbol "PKBK." After the Reorganization,  Parke Bancorp, Inc.'s common stock
will trade on the Nasdaq Stock Market.

     Approval of the holding company reorganization  requires the favorable vote
of the holders of at least two- thirds of the outstanding shares of common stock
of the Bank.  YOUR VOTE IS VERY  IMPORTANT.  FAILURE  TO VOTE IS  EQUIVALENT  TO
VOTING AGAINST APPROVAL OF THE HOLDING COMPANY REORGANIZATION.

     WHETHER OR NOT YOU PLAN TO ATTEND  THE  MEETING,  PLEASE  SIGN AND DATE THE
     ---------------------------------------------------------------------------
ENCLOSED  PROXY  CARD AND  RETURN  IT IN THE  ACCOMPANYING  POSTAGE-PAID  RETURN
- --------------------------------------------------------------------------------
ENVELOPE AS QUICKLY AS POSSIBLE. This will not prevent you from voting in person
- -------------------------------
at the  meeting,  but will assure that your vote is counted if you are unable to
attend the meeting.

                                    Sincerely,


                                    Vito S. Pantilione
                                    President and Chief Executive Officer


         THE   SECURITIES   THAT  PARKE   BANCORP,   INC.   WILL  ISSUE  IN  THE
REORGANIZATION  ARE NOT  DEPOSITS  OR SAVINGS  ACCOUNTS  AND ARE NOT  INSURED OR
GUARANTEED  BY  THE  FEDERAL   DEPOSIT   INSURANCE   CORPORATION  OR  ANY  OTHER
GOVERNMENTAL AGENCY.

         NEITHER THE SECURITIES  AND EXCHANGE  COMMISSION,  THE FEDERAL  RESERVE
BOARD,  THE NEW  JERSEY  DEPARTMENT  OF  BANKING  AND  INSURANCE,  NOR ANY STATE
SECURITIES  REGULATOR HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED
IF THIS PROSPECTUS IS ACCURATE OR COMPLETE.  ANY  REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

<PAGE>
- --------------------------------------------------------------------------------
                                   PARKE BANK
                                601 DELSEA DRIVE
                      WASHINGTON TOWNSHIP, NEW JERSEY 08080
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD ON APRIL 26, 2005
- --------------------------------------------------------------------------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of  Shareholders  (the "Meeting")
of Parke Bank (the "Bank") will be held at The Italian Bistro, 590 Delsea Drive,
Washington Township, New Jersey, on April 26, 2005, at 10:00 a.m. The Meeting is
for the purpose of considering and acting upon the following matters:

     1.   The  approval  of the Plan of  Acquisition  whereby  the Bank  will be
          reorganized  into the holding  company form of  organization  and will
          become a  wholly-owned  subsidiary of a newly-formed  holding  company
          called Parke Bancorp,  Inc. and each share of common stock of the Bank
          will  automatically  be  converted  into one share of common  stock of
          Parke Bancorp, Inc. (the "Holding Company Reorganization");

     2.   The election of twelve directors of Parke Bank;

     3.   The ratification of the appointment of McGladrey & Pullen,  LLP as the
          Bank's  independent  auditor for the fiscal year ending  December  31,
          2005; and

     4.   To  transact  such other  business  as may  properly  come  before the
          Meeting or any adjournments thereof.

     Action may be taken on any one of the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which, by original or later
adjournment,  the Meeting may be adjourned.  Pursuant to the Bank's Bylaws,  the
Board of  Directors  has fixed the close of business on March 16,  2005,  as the
record  date  for  determination  of the  shareholders  entitled  to vote at the
Meeting and any adjournments thereof.

     EACH  SHAREHOLDER  HAS THE RIGHT TO  DISSENT  FROM THE  REORGANIZATION  AND
DEMAND  PAYMENT OF THE VALUE OF HIS OR HER SHARES OF THE BANK'S  COMMON STOCK IF
THE  REORGANIZATION  IS COMPLETED.  THE RIGHT OF A  SHAREHOLDER  TO RECEIVE SUCH
PAYMENT IS CONTINGENT UPON STRICT  COMPLIANCE  WITH THE  REQUIREMENTS OF THE NEW
JERSEY BANKING ACT OF 1948. THE FULL TEXT OF THE APPLICABLE  SECTIONS OF THE NEW
JERSEY BANKING ACT OF 1948 IS INCLUDED AS APPENDIX D TO THE PROXY STATEMENT.

     WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,  YOU ARE  REQUESTED TO SIGN,
DATE AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED  POSTAGE-PAID  ENVELOPE.  YOU
MAY  REVOKE  YOUR  PROXY BY  FILING  WITH THE  SECRETARY  OF THE BANK A  WRITTEN
REVOCATION OR A DULY EXECUTED  PROXY BEARING A LATER DATE. IF YOU ARE PRESENT AT
THE MEETING YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON ON EACH MATTER  BROUGHT
BEFORE THE  MEETING.  HOWEVER,  IF YOU ARE A  SHAREHOLDER  WHOSE  SHARES ARE NOT
REGISTERED IN YOUR OWN NAME, YOU WILL NEED  ADDITIONAL  DOCUMENTATION  FROM YOUR
RECORD HOLDER TO VOTE IN PERSON AT THE MEETING.

                                BY ORDER OF THE BOARD OF DIRECTORS


                                David O. Middlebrook
                                Corporate Secretary

Washington Township, New Jersey
March 25, 2005

- --------------------------------------------------------------------------------
IMPORTANT:  THE  PROMPT  RETURN OF  PROXIES  WILL SAVE THE BANK THE  EXPENSE  OF
FURTHER  REQUESTS  FOR  PROXIES  IN ORDER TO INSURE A QUORUM AT THE  MEETING.  A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
- --------------------------------------------------------------------------------

<PAGE>

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----
SUMMARY......................................................................1
   The Reorganization........................................................
   Comparison of Shareholders' Rights Before and After the
      Reorganization.........................................................
   Recommendation and Reasons................................................
   Conditions and Regulatory Approvals Required for the Reorganization.......
   Tax Consequences of the Reorganization....................................
   Rights of Dissenting Shareholders.........................................
   Management After the Reorganization.......................................
   Regulation and Supervision After the Reorganization.......................
   Exchange of Stock Certificates............................................

GENERAL INFORMATION..........................................................
   Introduction..............................................................
   Purpose of Meeting........................................................
   Record Date...............................................................
   Quorum....................................................................
   Voting And Revocability of Proxies........................................
   Vote Required for Approval of Proposals I, II and III.....................
   Solicitation of Proxies...................................................
   Shareholder Proposals.....................................................
   Form 10-KSB...............................................................

PROPOSAL I - THE HOLDING COMPANY REORGANIZATION..............................
   General...................................................................
   Reasons for the Reorganization............................................
   Plan of Acquisition.......................................................
   Effective Date............................................................
   Exchange of Stock Certificates............................................
   Tax Consequences..........................................................
   Comparison of Shareholders' Rights........................................
   Accounting Treatment......................................................
   Conditions to the Reorganization..........................................
   Amendment or Termination..................................................
   Federal and State Taxation................................................
   Dissenters' Rights .......................................................

PROPOSAL II - ELECTION OF DIRECTORS..........................................

PROPOSAL III - RATIFICATION OF APPOINTMENT OF AUDITORS.......................

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
   AND RESULTS OF OPERATION..................................................
   Forward Looking Statements................................................
   Overview..................................................................
   Critical Accounting Policies..............................................
   Operating Results for the Nine Months Ended September 30, 2004
       and 2003..............................................................
   Financial Condition at September 30, 2004 and December 31, 2003...........
   Operating Results for the Years Ended December 31, 2003 and 2002..........
   Financial Condition at December 31, 2003 and December 31, 2002............
   Loan Quality..............................................................
   Interest Rate Sensitivity and Liquidity...................................

                                       -i-

<PAGE>



   Off-Balance Sheet Arrangements............................................
   Impact of Inflation and Changing Prices...................................
   Recent Accounting Pronouncements..........................................

MARKET PRICES AND DIVIDENDS..................................................
   General...................................................................
   Dividend Restrictions Imposed on Parke Bancorp, Inc.......................
   Dividend Restrictions Imposed on the Bank.................................

BUSINESS OF PARKE BANCORP, INC...............................................

BUSINESS OF PARKE BANK.......................................................
   General...................................................................
   Market Area...............................................................
   Competition...............................................................
   Lending Activities........................................................
   Non-Performing and Problem Assets.........................................
   Investment Activities.....................................................
   Sources of Funds..........................................................
   Properties................................................................
   Legal Proceedings.........................................................

REGULATION...................................................................
   Regulation of Parke Bank..................................................
   Regulation of Parke Bancorp, Inc..........................................

MANAGEMENT...................................................................
   Directors and Executive Officers..........................................
   Meetings and Committees of the Board of Directors.........................
   Principal Accounting Fees and Services....................................
   Director Nomination Process...............................................
   Shareholder Communications................................................
   Certain Relationships and Related Transactions............................
   Director and Executive Officer Compensation...............................
   Security Ownership of Certain Beneficial Owners and Management............
   Section 16(a) Beneficial Ownership Reporting Compliance...................

DESCRIPTION OF COMMON STOCK OF PARKE BANCORP, INC............................

LEGAL AND TAX OPINIONS.......................................................

EXPERTS......................................................................

INDEX TO FINANCIAL STATEMENTS................................................

APPENDIX A  -  PLAN OF ACQUISITION...........................................A-1
APPENDIX B  -  CERTIFICATE OF INCORPORATION OF PARKE BANCORP, INC............B-1
APPENDIX C  - BYLAWS OF PARKE BANCORP, INC...................................C-1
APPENDIX D  - SECTIONS 140 TO 145 OF THE NEW JERSEY BANKING ACT OF 1948
                    (RIGHTS OF DISSENTING SHAREHOLDERS) .....................D-1

                                      -ii-

<PAGE>
                                     SUMMARY

         The  following  is a summary of certain  information  contained in this
Proxy  Statement.  This summary is not complete and is qualified in its entirety
by the more  detailed  information  appearing  in this Proxy  Statement  and the
appendices hereto. Shareholders should review the entire Proxy Statement and, in
particular, the specific sections referred to in this summary.

PARKE BANK

     Parke Bank (the "Bank") is a New  Jersey-chartered  commercial  bank, which
commenced  operations in January 1999.  The Bank's  deposits are currently  FDIC
insured,  and the Bank is regulated by the New Jersey  Department of Banking and
Insurance and the FDIC.  The Bank  maintains its principal  office at 601 Delsea
Drive,  Washington Township,  New Jersey 08080, and its telephone number at that
address is (856) 256-2500.  It also conducts business through two branch offices
in Northfield and Washington Township,  New Jersey, and a loan production office
in Philadelphia, Pennsylvania.

PARKE BANCORP, INC.

     Parke Bancorp, Inc. is a corporation incorporated in January 2005 under New
Jersey law for the  purpose of becoming a holding  company of Parke Bank.  Parke
Bancorp,  Inc.'s  principal  executive  office is located  at 601 Delsea  Drive,
Washington Township,  New Jersey 08080, and its telephone number at that address
is (856) 256-2500.

     Parke Bancorp, Inc. is currently a non-operating,  shell corporation.  Upon
the  completion  of the  Reorganization,  the Bank  will  become a  wholly-owned
subsidiary of Parke Bancorp, Inc. and each shareholder of the Bank will become a
shareholder of Parke Bancorp,  Inc. with the same respective  ownership interest
therein as presently held in the Bank.  Immediately  after  consummation  of the
Reorganization,  it is expected that Parke Bancorp,  Inc. will not engage in any
business  activity  other  than to hold  all of the  stock  of the  Bank.  It is
anticipated,  however,  that Parke  Bancorp,  Inc.  in the future  will begin to
explore the feasibility of other investment  opportunities,  including  possible
diversification  through  acquisitions and mergers,  although no specific future
plans are being considered at this time.

THE REORGANIZATION

     Under the Plan of Acquisition,  as amended (the "Plan"), attached hereto as
Appendix  A, the Bank  will be  reorganized  into the  holding  company  form of
organization (the "Holding Company Reorganization"or the "Reorganization"). As a
result of the Reorganization, the Bank will become a wholly- owned subsidiary of
Parke Bancorp,  Inc. and each outstanding  share of the Bank's common stock will
be automatically  converted into one share of the common stock of Parke Bancorp,
Inc.

COMPARISON OF SHAREHOLDERS' RIGHTS BEFORE AND AFTER THE REORGANIZATION

     The governing documents of Parke Bancorp, Inc. are substantially  different
from the  current  governing  documents  of the  Bank.  There  are a  number  of
differences  between the Bank's Certificate of Incorporation and the Certificate
of  Incorporation  for Parke  Bancorp,  Inc. In addition,  there are a number of
differences between the Bylaws of the Bank and the Bylaws of Parke Bancorp, Inc.
This means that if the  Reorganization  is  approved  by the  shareholders,  the
rights   of  the   shareholders   will  be   materially   different   after  the
Reorganization.

                                      - 1 -

<PAGE>

     The  Board  of  Directors  of the  Bank  unanimously  approved  the Plan of
Acquisition  and is unanimously in support of the  Certificate of  Incorporation
under which Parke Bancorp,  Inc. was  incorporated and the Bylaws that have been
adopted for Parke Bancorp,  Inc. The Board of Directors believes the differences
in the governing  documents to be in the best interest of  shareholders in order
to take advantage of anti-takeover  protections available to Parke Bancorp, Inc.
under New Jersey law.

RECOMMENDATION AND REASONS FOR THE REORGANIZATION

     The  Board  of  Directors  of  the  Bank  has   unanimously   approved  the
Reorganization  and unanimously  recommends that the  shareholders  vote FOR the
approval and adoption of the Plan. A holding  company  structure  offers certain
advantages  in  comparison  to the Bank's  present  corporate  structure.  These
advantages include increased organizational  flexibility and greater opportunity
to offer financial  services  related to banking.  See "Proposal I - The Holding
Company  Reorganization - Reasons for the Reorganization - Advantages of Holding
Company Structure."

CONDITIONS AND REGULATORY APPROVALS REQUIRED FOR THE REORGANIZATION

     In addition to approval by shareholders  owning at least  two-thirds of the
outstanding voting shares of the Bank, the consummation of the Reorganization is
conditioned  upon the receipt of the  approval of the New Jersey  Department  of
Banking and Insurance and Board of Governors of the Federal Reserve System.  See
"Proposal  I  -  The  Holding  Company   Reorganization   -  Conditions  to  the
Reorganization."

     The directors and executive  officers of Parke Bank as a group beneficially
owned  _______  shares,  or __% of the  outstanding  shares of Parke Bank common
stock,  at the  Record  Date and  intend  to vote  their  shares in favor of the
Reorganization.

TAX CONSEQUENCES OF THE REORGANIZATION

     The Reorganization will qualify as a tax-free  reorganization,  and no gain
or loss will be recognized by the Bank or by Bank shareholders  whose shares are
converted into shares of Parke Bancorp,  Inc. common stock. See "Proposal I -The
Holding Company Reorganization - Tax Consequences."

RIGHTS OF DISSENTING SHAREHOLDERS

     Under the New Jersey Banking Act of 1948,  dissenters'  rights of appraisal
are available to Bank shareholders who follow certain prescribed procedures. See
"Proposal I - The Holding Company Reorganization - Dissenters' Rights."

MANAGEMENT AFTER THE REORGANIZATION

     The  Reorganization  will not result in a change in the  Bank's  directors,
officers, or personnel.  For information with respect to the management of Parke
Bancorp, Inc., see "Parke Bancorp, Inc. - Management."

REGULATION AND SUPERVISION AFTER THE REORGANIZATION

     After the Reorganization,  Parke Bancorp,  Inc. will be regulated as a bank
holding  company by the Federal  Reserve Board.  The Bank, as a  state-chartered
commercial  bank, will continue to be regulated by the New Jersey  Department of
Banking and  Insurance and to have its accounts  insured by the Federal  Deposit
Insurance Corporation (the "FDIC"). See "Regulation."

                                      - 2 -
<PAGE>
     Following the  Reorganization,  Parke Bancorp,  Inc. will become subject to
the periodic and other reporting  requirements of the Securities Exchange Act of
1934, as amended,  and will file such reports with the  Securities  and Exchange
Commission. Currently, Parke Bank files such reports on its behalf with the FDIC
but will no longer do so after the Reorganization.  See "Regulation - Regulation
of Parke Bancorp, Inc. - Federal Securities Laws."

EXCHANGE OF STOCK CERTIFICATES

     The former shareholders of the Bank will be notified of the consummation of
the Reorganization,  and they will receive a letter of transmittal by which they
will  forward  their  stock  certificates  for Parke  Bank  common  stock to the
transfer agent for surrender and exchange for  certificates  representing  Parke
Bancorp,   Inc.  common  stock.   SHAREHOLDERS   SHOULD  NOT  SEND  THEIR  STOCK
CERTIFICATES FOR PARKE BANK COMMON STOCK TO THE BANK, PARKE BANCORP, INC. OR THE
TRANSFER AGENT UNTIL THEY RECEIVE A LETTER OF TRANSMITTAL.

                                      - 3 -

<PAGE>
- --------------------------------------------------------------------------------

                               GENERAL INFORMATION

INTRODUCTION

         This Proxy Statement is furnished in connection  with the  solicitation
of proxies by the Board of  Directors  of Parke Bank (the  "Bank") to be used at
the Annual Meeting of Shareholders of the Bank which will be held at The Italian
Bistro, 590 Delsea Drive, Washington Township, New Jersey, on April 26, 2005, at
10:00 a.m. and at any adjournments or postponements thereof (the "Meeting"). The
accompanying  Notice of Annual Meeting,  this Proxy Statement,  and the enclosed
Form of Proxy are being first mailed to shareholders on or about March 25, 2005.

PURPOSE OF MEETING

     At the Meeting, shareholders will consider and vote upon:

o    the  approval  and  adoption  of the Plan of  Acquisition  under  which the
     Reorganization will be effected;

o    the election of twelve directors of the Bank; and

o    the  ratification  of the  appointment  of  McGladrey & Pullen,  LLP as the
     Bank's independent auditor for the fiscal year ending December 31, 2005.

     If there are not sufficient  votes to approve one or more of the proposals,
the Board of  Directors  of the Bank may  adjourn  the  Meeting to allow for the
solicitation  of  additional  proxies.  The  Board  of  Directors  knows  of  no
additional  matters that will be  presented  for  consideration  at the Meeting.
Execution  of  a  proxy,  however,   confers  on  the  designated  proxy  holder
discretionary  authority  to  vote  the  shares  represented  by such  proxy  in
accordance  with their best  judgment on such other  business,  if any, that may
properly come before the Meeting or any adjournment thereof.

RECORD DATE

     Shareholders  of record as of the close of  business on March 16, 2005 (the
"Record  Date"),  are  entitled to one vote for each share of the Bank's  common
stock then held. As of the Record Date, the Bank had _________  shares of common
stock issued and outstanding.

QUORUM

     The  presence  in  person  or by  proxy  of at  least  a  majority  of  the
outstanding  shares of the Bank's common stock  entitled to vote is necessary to
constitute a quorum at the Meeting. With respect to any matter, broker non-votes
(i.e.,  shares for which a broker  indicates  on the proxy that it does not have
discretionary  authority  as to such  shares  to vote  on such  matter)  will be
considered present for purposes of determining  whether a quorum is present.  In
the event there are not sufficient votes for a quorum or to ratify any proposals
at the time of the Meeting,  the Meeting may be adjourned in order to permit the
further solicitation of proxies.

VOTING AND REVOCABILITY OF PROXIES

     Shareholders  who  execute  proxies  retain the right to revoke them at any
time. Unless so revoked,  the shares represented by signed proxies will be voted
at the Meeting and all adjournments thereof. Proxies

                                      - 4 -

<PAGE>
may be revoked by written notice  delivered in person or mailed to the Secretary
of the  Bank at the  address  of the Bank  shown  above  or by the  filing  of a
later-dated  proxy prior to a vote being taken on a  particular  proposal at the
Meeting.  A proxy will not be voted if a  shareholder  attends  the  Meeting and
votes in person.  Proxies  solicited by the Board of Directors  will be voted as
specified  thereon.  Proxies  marked  "abstain"  will have the  effect of a vote
against approval of the holding company reorganization.

     IF NO  SPECIFICATION  IS  MADE,  SIGNED  PROXIES  WILL BE VOTED  (I)  "FOR"
APPROVAL OF THE  REORGANIZATION,  (II) "FOR" THE  NOMINEES  FOR  DIRECTOR AS SET
FORTH HEREIN AND (III) "FOR" THE RATIFICATION OF MCGLADREY & PULLEN,  LLP AS THE
BANK'S  INDEPENDENT  AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005 AT THE
MEETING OR ANY ADJOURNMENT THEREOF. The proxy confers discretionary authority on
the persons  named thereon to vote with respect to the election of any person as
a  director  where the  nominee  is unable to serve,  or for good cause will not
serve, and with respect to matters incident to the conduct of the Meeting.

     The Board of Directors is not aware of any additional  matters that will be
presented  for  consideration  at the Meeting.  Execution  of a proxy,  however,
confers on the designated  proxyholder the  discretionary  authority to vote the
shares  represented by such proxy in accordance with their best judgment on such
other  business,  if any,  that may  properly  come  before  the  Meeting or any
adjournment thereof.

VOTE REQUIRED FOR APPROVAL OF PROPOSALS I, II AND III

     With respect to Proposal I, approval of the holding company reorganization,
a shareholder  may vote "FOR" the proposal,  "AGAINST" the proposal or "ABSTAIN"
from voting on the  proposal.  Approval of Proposal I requires  the  affirmative
vote of at least  two-thirds of the issued and outstanding  shares of the Bank's
common  stock  eligible  to be  voted at the  Meeting.  Abstentions  and  broker
non-votes  will have the effect of a vote  against  Proposal I. As of the Record
Date,  directors and executive  officers of the Bank beneficially  owned ___% of
the Bank's common stock.  These persons have  indicated that they intend to vote
"FOR" the Reorganization.

     With respect to Proposal II, the election of directors,  the proxy provided
by the Board of Directors  allows a shareholder  to vote for the election of the
nominees  proposed by the Board of Directors,  or to withhold  authority to vote
for the nominees being proposed.  Under the Bank's Bylaws, directors are elected
by a plurality of votes cast,  without regard to either (i) broker  non-votes or
(ii) proxies as to which  authority to vote for the nominees  being  proposed is
withheld.

     With  respect to  Proposal  III,  ratification  of the  Bank's  independent
auditor's for the fiscal year ending  December 31, 2005, a shareholder  may vote
"FOR" the  proposal,  "AGAINST"  the  proposal or  "ABSTAIN"  from voting on the
proposal.  Approval of Proposal III requires the affirmative  vote of a majority
of the votes actually cast in person or by proxy at the Meeting. Abstentions and
broker non-votes will have no effect on Proposal III.

     Concerning  any other  matters that may  properly  come before the Meeting,
unless  otherwise  required by law, all such matters  shall be  determined  by a
majority of votes cast  affirmatively or negatively without regard to (i) broker
non-votes or (ii) proxies marked "ABSTAIN" as to that matter.

SOLICITATION OF PROXIES

     The cost of  soliciting  proxies  will be borne by the Bank.  The Bank will
reimburse  brokerage  firms and other  custodians,  nominees and fiduciaries for
reasonable  expenses  incurred  by  them  in  sending  proxy  materials  to  the
beneficial  owners of the Bank's common stock. In addition to  solicitations  by
mail,

                                      - 5 -

<PAGE>

directors,  officers,  and regular  employees  of the Bank may  solicit  proxies
personally  or by telephone  without  additional  compensation.  The Company has
engaged  ___________ to act as a proxy solicitor in connection with the Meeting;
and the anticipated cost of this engagement is approximately $_______.

SHAREHOLDER PROPOSALS

     In order to be considered for inclusion in the Bank's proxy  materials,  or
the proxy  materials of Parke Bancorp,  Inc.  assuming that the holding  company
reorganization  is completed,  for the annual meeting of shareholders to be held
in 2006, all shareholder  proposals must be received at the executive  office of
the Bank, or Parke Bancorp, Inc. at 601 Delsea Drive,  Washington Township,  New
Jersey  08080 by  November  25,  2005.  Shareholder  proposals  must meet  other
applicable  criteria  as set forth in the Bylaws in order to be  considered  for
inclusion in the proxy materials.

     Shareholder  proposals that are not included in the Bank's proxy statement,
or the proxy materials of Parke Bancorp,  Inc. assuming that the holding company
reorganization  is  completed,  for  the  2006  annual  meeting,  will  only  be
considered at such meeting if the shareholder  submits notice of the proposal to
the Bank, or to Parke Bancorp,  Inc., at the above address by February 25, 2006.
Shareholder  proposals must meet other  applicable  criteria as set forth in the
Bylaws in order to be considered at the 2006 annual meeting.

FORM 10-KSB

     A copy of the Bank's Annual Report on Form 10-KSB for the fiscal year ended
December  31, 2004 as filed with the FDIC will be  furnished  without  charge to
shareholders  as of the Record Date upon written  request to the Chief Financial
Officer, Parke Bank, 601 Delsea Drive, Washington Township, New Jersey 08080.

                 PROPOSAL I - THE HOLDING COMPANY REORGANIZATION

GENERAL

     The Reorganization  will be accomplished  pursuant to the Plan, pursuant to
which the Bank will become a wholly-owned  subsidiary of Parke Bancorp,  Inc., a
New Jersey  corporation.  Under the terms of the Plan, each outstanding share of
the Bank's common stock will be converted into one share of Parke Bancorp,  Inc.
common stock,  and the former holders of the Bank's common stock will become the
holders of all of the  outstanding  shares of Parke Bancorp,  Inc. common stock.
Parke Bancorp,  Inc. was  incorporated in January 2005 solely for the purpose of
becoming a bank holding  company and has no prior operating  history.  Following
the Reorganization, it is intended that the Bank will continue its operations at
the same locations, with the same management and Board of Directors, and subject
to all the rights, obligations, and liabilities of the Bank existing immediately
prior to the  Reorganization.  The Bank may distribute capital to Parke Bancorp,
Inc.  prior to or following  the  reorganization  in the form of a cash dividend
subject to applicable  regulations regarding capital  distributions.  Initially,
the Bank intends to capitalize  Parke  Bancorp,  Inc. with $______ in cash.  See
"Market Prices and Dividends - Dividend Restrictions Imposed on the Bank."

REASONS FOR THE REORGANIZATION

     ADVANTAGES OF HOLDING COMPANY  STRUCTURE.  A bank holding company structure
will  provide  greater  flexibility  than is  currently  available  to the Bank.
Present  regulations  of the New Jersey  Department of Banking and Insurance and
the Federal Deposit Insurance Corporation limit the types of businesses in which
the Bank may  engage and limit the amount  that may be  invested  by the Bank in
subsidiaries. The

                                      - 6 -

<PAGE>

establishment of a bank holding company is designed to permit diversification of
operations and the  acquisition  and formation of companies  engaged in lines of
business which,  while  complementary  to the business of the Bank,  should help
reduce the risks  inherent in an industry  that is  sensitive  to interest  rate
changes.  Management  believes that acquisition or formation of such enterprises
which do not have the degree of asset and liability  interest  rate  sensitivity
inherent  in the  structure  of a bank would  provide a  beneficial  stabilizing
effect on  operations.  However,  at this time,  the Bank has not identified any
enterprises  that would be the subject of future  acquisitions nor have criteria
been developed to identify such an enterprise.

     Under the holding  company  structure,  Parke  Bancorp,  Inc. would operate
under the general  corporate  laws of the State of New Jersey which provide more
flexibility  than  currently  available  to the Bank in the  areas of  corporate
governance,  director and officer responsibility,  and limitations of liability.
In addition,  because of the requirements of New Jersey banking laws, interstate
branching by Parke Bank will be easier to accomplish  under the holding  company
structure.

     Upon  completion  of the  Reorganization,  the Board of  Directors of Parke
Bancorp,  Inc. would have the authority to adopt stock repurchase plans, subject
to any applicable  statutory and regulatory  requirements.  Based upon facts and
circumstances that may arise following  Reorganization,  Parke Bancorp, Inc. may
wish  to  repurchase  shares  of its  common  stock  in the  future.  Any  stock
repurchases will be subject to the determination of the Board that the Bank will
be  capitalized in excess of all applicable  regulatory  requirements  after any
such  repurchases and that capital will be adequate  taking into account,  among
other things, the level of non-performing and other risk assets,  Parke Bancorp,
Inc.'s  and  the  Bank's  current  and  projected   results  of  operations  and
asset/liability   structure,  the  economic  environment,   and  tax  and  other
considerations.

     Although the Board of Directors  presently intends for Parke Bancorp,  Inc.
to remain a unitary bank holding company,  it would have the ability to become a
multiple  bank holding  company (a holding  company which has more than one bank
subsidiary) in the future if the Board so desires.  A multiple  holding  company
structure can  facilitate  the  acquisition  of other banks and mutual and stock
savings institutions in addition to other companies.  If a multiple bank holding
company structure is utilized, the acquired institution would be able to operate
on a more autonomous basis as a wholly-owned  subsidiary of Parke Bancorp,  Inc.
rather than as a division  of the Bank.  For  example,  the  acquired  financial
institution  could retain its own directors,  officers,  and corporate  name, as
well as have  representation on Parke Bancorp,  Inc.'s Board of Directors.  This
more autonomous operation may be decisive in acquisition negotiations.  Although
there are  currently  no future  plans for the  acquisition  of other  financial
institutions  or companies or the expansion of additional  services  through the
formation of subsidiaries of Parke Bancorp,  Inc., it and the Bank would be in a
position  following the  Reorganization  to take advantage of any  opportunities
that may arise.

     In addition,  in the opinion of the Board of Directors,  the Certificate of
Incorporation of Parke Bancorp,  Inc. offers several advantages over the current
Certificate of  Incorporation  of the Bank. The Certificate of  Incorporation of
Parke  Bancorp,  Inc.  and the Bylaws  adopted by Parke  Bancorp,  Inc.  contain
provisions which offer  anti-takeover  protection.  These provisions  reduce the
ability of  minority  shareholders  to exert a  significant  influence  over the
control and management of Parke Bancorp, Inc.

     The  intention of the  anti-takeover  provisions is to reduce the risk of a
takeover  attempt  that has not been  negotiated  with the  Board of  Directors.
Certain  shareholders,  however,  might deem  takeover  attempts  to be in their
interest,  and such  provisions  could  discourage  takeover  attempts  in which
shareholders  might  otherwise have received a premium for their shares over the
current  market price.  Such  provisions  may also tend to  perpetuate  existing
management.

                                      - 7 -

<PAGE>

     PRESERVATION OF NASDAQ LISTING.  In addition to the benefits of the holding
company form of organization,  the Board of Directors  considered that new rules
of the Nasdaq Stock Market have made it necessary to restructure  the membership
of the Board of  Directors so that the common stock can continue to be quoted on
the Nasdaq Stock Market.

     New  Nasdaq  Rule  4350(c)(1)  requires  that a  majority  of the  board of
directors be  "independent  directors,"  as defined in Nasdaq Rule  4200(a)(15).
Nasdaq generally  defines an independent  director as any person,  other than an
officer of employee of the company,  who does not have a  relationship  with the
company  that  would,  in the  opinion  of the  company's  board  of  directors,
interfere  with  the  exercise  of  independent  judgment  in  carrying  out the
responsibilities  of a director.  Notwithstanding  the new Nasdaq  definition of
independence of directors, Parke Bank's Board of Directors believes that each of
the Bank's non-employee  directors is independent,  within the common meaning of
such term, and has no relationship  that would adversely  affect such director's
exercise  of  independent  judgment in carrying  out his  responsibilities  as a
director or acting in the best interests of the Bank.

     Nasdaq's rules  additionally state that a director "who is a partner in, or
a controlling  shareholder or an executive officer of, any organization to which
the company made, or from which the company  received,  payments for property or
services in the current or any of the past three  fiscal years that exceed 5% of
the  recipient's  consolidated  gross  revenues  for  that  year,  or  $200,000,
whichever is more," is not "independent" for purposes of the Nasdaq Rules.

     Parke Place  Construction,  owned by  Directors  Thomas  Hedenberg  and Ray
Tresh,  received rental payments from the Bank of $69,300 in 2001 for the Bank's
main office  building.  In January 2002, the building was purchased by a limited
liability company whose principals were all of the then directors of Parke Bank.
The highest  annual rent paid on the main office was  approximately  $84,000 for
2002.  Under  Nasdaq's  definition,  as stated  above,  directors  may engage in
transactions below $200,000 and still be considered  "independent" as defined by
Nasdaq.  Thus,  when the Bank filed its initial Nasdaq listing  application  and
began trading on Nasdaq in late 2002, this permissible  arm's length real estate
transaction  did not disqualify any of the directors who were  principals of the
limited liability company.  However,  subsequent to Parke Bank's initial listing
on Nasdaq,  the Bank purchased the office for fair market value from the limited
liability  company of which all of the directors of Parke Bank were  principals.
That purchase occurred in December 2002 and, similarly, a branch office building
was purchased by the Bank in February 2003 under similar circumstances. Nasdaq's
definition  of  independent  considers  whether  there has been a  disqualifying
business  transaction  with the company in "the current or any of the past three
fiscal years." Because the last disqualifying  transaction  occurred in February
2003, the directors who were involved in the real estate  transactions  will not
be independent  under Nasdaq's  definition until January 1, 2007, at which point
there will not have been a disqualifying transaction in the current (i.e., 2007)
or any of the past three fiscal years (i.e., 2006, 2005 and 2004).

     As a result of these  permissible  arms'  length real  estate  transactions
involving the Bank's main office and a branch office, the majority of the Bank's
Board of Directors are not "independent"  under Nasdaq's  definition.  Directors
Daniel J. Dalton and Fred G. Choate were not principals of the limited liability
company and are,  therefore,  independent  under Nasdaq Rules,  and,  along with
Director  Celestino R. Pennoni,  Chairman of the Board of Directors of the Bank,
will be the initial directors of Parke Bancorp, Inc. Through the Reorganization,
by creating a holding company with a majority  independent  board, the Bank will
be able to comply with the new rules of the Nasdaq  Stock Market  because  Parke
Bancorp,  Inc.  will  replace  the Bank as the issuer  whose  stock is quoted on
Nasdaq.  The nine directors  currently  serving on the Board of Directors of the
Bank who are not the initial  directors  of Parke  Bancorp,  Inc.  will later be
added to the Board of  Directors of Parke  Bancorp,  Inc. by  resolution  of the
three initial  directors.  There will be no changes in the Board of Directors of
the Bank as a result of the Reorganization.

                                      - 8 -

<PAGE>

PLAN OF ACQUISITION

     The  Reorganization  will be accomplished under the Plan, which is attached
as Appendix A to this Proxy Statement and is  incorporated  herein by reference.
The following discussion is qualified in its entirety by reference to the Plan.

     Upon shareholder approval and adoption of the Plan, the Reorganization will
be accomplished as follows:

     (1) Upon the Effective  Date, each  outstanding  share of Parke Bank common
stock shall be converted into one share of Parke Bancorp,  Inc. common stock and
the  holders of the then  issued  and  outstanding  shares of Parke Bank  common
stock, except shareholders who exercise  dissenters' rights,  shall, without any
further  action  on  their  part  or  on  the  part  of  Parke  Bancorp,   Inc.,
automatically and by operation of law cease to own such shares and shall instead
become owners of one share of Parke Bancorp, Inc. common stock for each share of
Parke Bank common stock theretofore held by them.

     (2) Upon the Effective  Date, the Bank shall issue to Parke  Bancorp,  Inc.
one share of Parke Bank common  stock for each share of Parke Bank common  stock
outstanding immediately prior to the Effective Date.

     (3) Upon or immediately after the Effective Date, the Bank shall notify all
shareholders of the procedure by which certificates representing shares of Parke
Bank common stock may be  exchanged  for  certificates  of Parke  Bancorp,  Inc.
common  stock.  The Bank's  transfer  agent,  Registrar  and  Transfer  Company,
Cranford,  New Jersey,  shall act as exchange agent in effecting the exchange of
certificates. After receipt of such notification, each holder shall be obligated
to surrender the certificates representing shares of Parke Bank common stock for
exchange into  certificates  of Parke Bancorp,  Inc. common stock as promptly as
possible.  Notwithstanding  the  foregoing,  any  shareholder  not  desiring  to
exchange his or her shares shall be entitled to  dissenters'  rights as provided
under the New Jersey Banking Act of 1948. See "Dissenters' Rights."

     The Board of Directors presently intends to cause Parke Bancorp, Inc. to be
initially  capitalized with $________.  Future  capitalization of Parke Bancorp,
Inc.  will be  dependent  upon  dividends  declared  by the Bank based on future
earnings,  or the raising of additional capital by Parke Bancorp, Inc. through a
future issuance of securities,  debt, or by other means.  The Board of Directors
has made no  determination  as to any future  issuance of  securities or debt at
this time.

     Each outstanding option to purchase shares of the Bank's common stock under
the Bank's 1999 Employee Stock Option Plan, 2002 Employee Equity  Incentive Plan
and 2003 Stock  Option Plan shall be  converted  into an option to purchase  the
same number of shares of Parke Bancorp,  Inc. common stock on the same terms and
conditions,  and each outstanding warrant to purchase common stock of Parke Bank
issued upon the Bank's organization in 1998 shall be converted into a warrant to
purchase the same number of shares of Parke  Bancorp,  Inc.  common stock on the
same terms and conditions.

     After the Reorganization,  the Bank will continue its existing business and
operations as a wholly-owned  subsidiary of Parke Bancorp, Inc. The consolidated
capitalization,  assets, liabilities,  income, and financial statements of Parke
Bancorp, Inc. immediately following the Reorganization will be substantially the
same  as  those  of  the  Bank   immediately   prior  to   consummation  of  the
Reorganization. The corporate existence of the Bank will continue unaffected and
unimpaired by the Reorganization. The Reorganization will not result in a change
in the Bank's directors, officers, or personnel. For information with respect to
the management of Parke Bancorp,  Inc., see "Parke Bancorp,  Inc. - Management."
After

                                      - 9 -

<PAGE>

consummation of the  Reorganization,  the Bank will be subject to regulation and
supervision  by  regulatory  authorities  to the same extent as it is now. It is
expected  that the Bank will pay the  initial  expenses of Parke  Bancorp,  Inc.
after  consummation  of the  Reorganization,  which  expenses are expected to be
nominal. For information with respect to the supervision and regulation of Parke
Bancorp, Inc., see "Parke Bancorp, Inc. - Regulation."

     In connection with the Reorganization, the Bank has filed an application to
form a bank holding  company with the Board of Governors of the Federal  Reserve
System (the "Federal  Reserve Board").  In addition,  the Bank has submitted the
Plan of  Acquisition  to the New Jersey  Department of Banking and Insurance for
approval.   New  Jersey  law   authorizes  a  New  Jersey   corporation   and  a
state-chartered  bank to enter into a plan of acquisition to exchange  shares in
the bank  for  shares  in the  holding  company  and  requires  that the Plan be
approved by the  affirmative  vote of  two-thirds of the  outstanding  shares of
voting  stock  of  the  Bank  and  that  the  Bank's  shareholders  be  accorded
dissenters' rights of appraisal.

EFFECTIVE DATE

     The effective date of the  Reorganization  (the "Effective Date") will be a
date  selected  by the Parke  Bancorp,  Inc.  and the Bank,  which date shall be
within  a  reasonable  period  after  shareholder  approval  and the  regulatory
approvals of the Federal Reserve Board and the New Jersey  Department of Banking
and Insurance are received.  Upon the Effective  Date,  the Plan of  Acquisition
shall be filed with the New Jersey  Department  of Banking and  Insurance  along
with the  certification  of the president of the Bank that the Plan was approved
at the Meeting by the holders of at least  two-thirds of the outstanding  shares
of the Bank.

EXCHANGE OF STOCK CERTIFICATES

     The former shareholders of the Bank will be notified of the consummation of
the   Reorganization   and  will  receive  a  letter  of  transmittal  by  which
certificates  representing  the  Bank's  common  stock  may be  surrendered  and
exchanged for  certificates  of Parke  Bancorp,  Inc.  common stock.  The Bank's
transfer agent, Registrar and Transfer Company,  Cranford, New Jersey, shall act
as exchange  agent in effecting the exchange of  certificates.  AFTER RECEIPT OF
SUCH  NOTIFICATION AND LETTER OF TRANSMITTAL,  EACH HOLDER SHALL BE OBLIGATED TO
SURRENDER THE  CERTIFICATES  REPRESENTING  SHARES OF PARKE BANK COMMON STOCK FOR
EXCHANGE INTO  CERTIFICATES  OF PARKE BANCORP,  INC. COMMON STOCK AS PROMPTLY AS
POSSIBLE.

     Until  so  surrendered  to  the  exchange  agent,   certificates   formerly
representing  Parke Bank common stock will be deemed for all corporate  purposes
to evidence the number of shares of Parke Bancorp,  Inc.  common stock which the
holder thereof would be entitled to receive upon surrender.

TAX CONSEQUENCES

     The Bank has received an opinion of its special  counsel,  Malizia  Spidi &
Fisch,  PC,  Washington,  D.C., as to certain  federal tax  consequences  of the
Reorganization. Such opinion is based upon the representations and warranties of
management of the Bank and assumes that the  Reorganization  is  consummated  in
accordance with the Plan and in conformity with the  requirements of the Federal
Reserve  Board and the New Jersey  Department  of Banking  and  Insurance.  Such
opinion, which is not binding on the Internal Revenue Service ("IRS"),  provides
in pertinent part as follows:

     (1)  Neither the Bank nor Parke  Bancorp,  Inc. will  recognize any gain or
          loss upon the share exchange of Parke Bancorp,  Inc.  common stock for
          Parke Bank common stock.

                                     - 10 -

<PAGE>

     (2)  The Bank  shareholders  will not recognize any gain or loss upon their
          exchange  of share of Parke  Bank  common  stock  solely for shares of
          Parke Bancorp, Inc. common stock.

     (3)  A Bank  shareholder's  basis in his or her Parke Bancorp,  Inc. common
          stock  received in the  exchange  will be the same as the basis of the
          Parke Bank common stock surrendered in the exchange therefor.

     (4)  A Bank shareholder's  holding period in his or her Parke Bancorp, Inc.
          common stock  received in the exchange  will include the period during
          which the Parke Bank common stock surrendered was held,  provided that
          the Parke Bank  common  stock  surrendered  is a capital  asset in the
          hands of the Bank shareholder on the date of the exchange.

     The Bank  believes that the  Reorganization  will be treated for New Jersey
state tax purposes  similar to the treatment of the  Reorganization  for federal
tax purposes, although it has not received an opinion of counsel to such effect.
EACH HOLDER OF PARKE BANK COMMON STOCK SHOULD CONSULT HIS OR HER OWN TAX ADVISOR
AS TO SPECIFIC FEDERAL, STATE, AND LOCAL TAX CONSEQUENCES OF THE REORGANIZATION,
IF ANY, TO SUCH SHAREHOLDER.

COMPARISON OF SHAREHOLDERS' RIGHTS

     As a result of the Reorganization,  holders of Parke Bank common stock will
become shareholders of Parke Bancorp,  Inc. There are certain differences in the
rights of shareholder  arising from the differences between the Bank's governing
documents and those of Parke Bancorp, Inc.

     The Certificate of Incorporation under which Parke Bancorp, Inc. was formed
is substantially  different from the Bank's  Certificate of  Incorporation.  The
Certificate  of  Incorporation  of Parke Bancorp,  Inc.  takes  advantage of the
anti-takeover protections available under New Jersey law. The Board of Directors
of the Bank unanimously  approved the Certificate of Incorporation  and found it
in the best interest of shareholders  to afford Parke Bancorp,  Inc. the maximum
protection  available  under  applicable  law following the  Reorganization.  In
addition,  there are a number of  differences  between the Bank's Bylaws and the
Bylaws of Parke Bancorp, Inc.

     The  discussion  herein is not  intended to be a complete  statement of the
differences affecting the rights of shareholders, but rather summarizes the more
significant  differences  and certain  important  similarities.  The  discussion
herein  is  qualified  in  its  entirety  by  reference  to the  Certificate  of
Incorporation  and Bylaws of Parke Bancorp,  Inc.,  which are attached hereto as
Appendices B and C,  respectively.  The Bank's  Certificate of Incorporation and
Bylaws are  available  without  charge upon written  request to the Secretary of
Parke Bank, 601 Delsea Drive, Washington Township, New Jersey 08080.

     PREEMPTIVE  RIGHTS.  The Bank may issue shares of  authorized  but unissued
shares of stock  without first  offering  such shares of existing  shareholders.
However,  shares of newly  authorized  stock upon an increase in the  authorized
capital  stock of the Bank must be offered  first to existing  shareholders.  An
increase  in the  authorized  amount of capital  stock  would also  require  the
affirmative  vote of the  holders  of at  least  two-thirds  of the  outstanding
shares.

     Parke  Bancorp,   Inc's  Certificate  of  Incorporation  provides  that  no
shareholder  shall have any  preemptive  right to purchase  shares of stock.  An
increase in the authorized amount of capital stock would require an amendment to
the  Certificate  of  Incorporation  approved by a majority of the votes cast on
such  amendment.  The  shares of newly  authorized  stock may be issued  without
offering them first to existing shareholders.

                                     - 11 -

<PAGE>

     AUTHORIZED  CAPITAL STOCK. The Bank's authorized  capital stock consists of
10,000,000  shares  of  capital  stock,  $5.00 par  value  per  share.  The Bank
currently has only common stock  outstanding,  but is permitted  pursuant to New
Jersey  law to issue  preferred  stock if an  amendment  to the  Certificate  of
Incorporation  authorizing  the issuance of  preferred  stock is approved by the
holders of at least two-thirds of the outstanding shares of common stock.

     Parke  Bancorp,  Inc.'s  authorized  capital  stock  consists of 11,000,000
shares, of which 10,000,000 shares are common stock,  $0.10 par value per share,
and  1,000,000  shares  are  preferred  stock,  $0.10 par value  per  share.  No
shareholder  approval is required  for Parke  Bancorp,  Inc. to issue  shares of
preferred stock.  Preferred stock,  which possibly would represent an additional
class of stock required to approve any proposed acquisition,  may be issued from
time to time  without  shareholder  approval  in one or more  series  subject to
applicable  provisions  of law, and the Board of Directors is  authorized to fix
the designations,  powers, preferences and relative participating,  optional and
other  special  rights of such shares,  including  voting rights (which could be
multiple  or as a  separate  class)  and  conversion  rights.  Issuance  of  the
preferred stock could adversely  affect the relative voting rights of holders of
Parke Bancorp,  Inc.  common stock.  In the event of a proposed  merger,  tender
offer or other attempt to gain control of Parke Bancorp,  Inc. that the Board of
Directors does not approve,  it might be possible for the Board to authorize the
issuance of a series of preferred stock with rights and  preferences  that would
impede the completion of such a transaction.  An effect of the possible issuance
of preferred stock, therefore,  may be to deter a future non-negotiated takeover
attempt.  The Board has no present plans or  understandings  for the issuance of
any preferred  stock and does not intend to issue any preferred  stock except on
terms which the Board deems to be in the best interests of the shareholders. The
preferred stock, none of which has been issued by Parke Bancorp,  Inc., together
with  authorized  but  unissued  shares of common  stock,  also could  represent
additional capital required to be purchased by the acquiror.

     PAYMENT  OF  DIVIDENDS.  The  ability of the Bank to pay  dividends  on its
capital  stock is  restricted  by FDIC and New Jersey  Department of Banking and
Insurance  regulations.  Although  Parke  Bancorp,  Inc. is not subject to these
restrictions  as a New Jersey  corporation,  such  restrictions  will indirectly
affect  Parke  Bancorp,  Inc.  because  dividends  from the  Bank  will be Parke
Bancorp,  Inc.'s  primary  source  of funds  for the  payment  of  dividends  to
shareholders  of  Parke  Bancorp,  Inc.  There  are also  restrictions  on Parke
Bancorp,  Inc.'s  ability to pay dividends to its  shareholders.  New Jersey law
provides that dividends may not be paid if it would cause the  corporation to be
unable to pay its debts as they  become due in the normal  course of business or
if it would  cause  the  corporation's  total  assets  to be less than its total
liabilities. See "Market Prices and Dividends."

     ELECTION OF DIRECTORS.  Cumulative  voting in elections of directors of the
Bank is  prohibited.  Similarly,  the  Certificate  of  Incorporation  of  Parke
Bancorp,  Inc.   specifically   disallows  cumulative  voting.  With  regard  to
cumulative voting, there is no difference between the governing documents of the
Bank and Parke Bancorp, Inc.

     TERMS OF DIRECTORS. Under the Bank's Certificate of Incorporation directors
serve a one-year term so that the entire Board of Directors must be elected each
year. The Certificate of Incorporation of Parke Bancorp,  Inc. divides the Board
of Directors  into three  classes as nearly equal in number as possible and that
the  members of each class  shall be elected  for a term of three years or until
their  successors  are  elected  and  qualified,  with one class  being  elected
annually.  Because the Board of Directors of Parke  Bancorp,  Inc. is classified
into  three  separate  terms of  office,  it could  potentially  take two annual
meetings of shareholders to change the composition of a majority of the Board of
Directors.

     NUMBER OF DIRECTORS.  The Bank's  Certificate of Incorporation  states that
there  shall be not less than five nor more than  twenty-five  directors  of the
Bank. In accordance with the Bank's Bylaws, the exact

                                     - 12 -

<PAGE>

number of directors is determined  by the Board of Directors in its  discretion.
Under New  Jersey  law , if the  number of  directors  is  increased,  the newly
created directorships shall be filled by the shareholders. The Board may, at its
option, fill any other vacancy in the Board, provided, however that if following
a vacancy less than five directors or less than a quorum  remain,  the remaining
directors  shall fill the vacancy at the next regular or special  meeting of the
Board. Additionally, the Bank's Board may, between annual meetings, increase the
number of directors  by not more than two,  and may appoint  persons to fill the
vacancies so created.

     Parke Bancorp,  Inc.'s Certificate of Incorporation  states that the number
of  directors  shall  be such  number  as  provided  from  time to time in or in
accordance with the Bylaws, which provide for three initial directors and permit
an increase to up to fifteen  directors.  Under the Certificate of Incorporation
of Parke Bancorp,  Inc., any vacancy may be filled by the affirmative  vote of a
majority of the remaining directors even if less than a quorum of the Board, and
any  director  so  chosen   shall  serve  until  the  next  annual   meeting  of
shareholders.  The Certificate of Incorporation  of Parke Bancorp,  Inc. permits
the Board to increase or decrease  the number of  directors at any time with the
affirmative vote of two-thirds of the directors then in office,  provided that a
decrease  shall not have the  effect  of  shortening  the term of any  incumbent
director.  There is no limit on the number of newly-created  directorships  that
the directors then in office may approve,  other than the general  limitation of
fifteen total directors.  The newly-created  directorships  shall be filled by a
vote of a  majority  of the  directors  then in office  and the newly  appointed
directors  shall hold office for a term  expiring at the next annual  meeting of
shareholders and may then be nominated for reelection.

     Accordingly,  the three initial directors of Parke Bancorp, Inc. may add up
to  twelve  seats to the Board of  Directors  at one  time.  The  three  initial
directors  of Parke  Bancorp,  Inc.  intend to add nine seats to Parke  Bancorp,
Inc.'s Board on or about January 1, 2007, as discussed  above.  It is the intent
of the three initial directors to appoint the nine directors who currently serve
on the Bank's  Board who are not initial  directors  of Parke  Bancorp,  Inc. to
these new seats.  The three initial  directors may add the new seats and appoint
the persons to fill the seats by Board action alone. The nine new seats would be
divided  evenly into the three classes of the Board and the appointed  directors
would serve until the next annual meeting of shareholders of Parke Bancorp, Inc.
at which they would be  nominated by the Board for  reelection  into those three
classes.  The result will be that Parke Bancorp,  Inc. will have a twelve member
Board of Directors, with four directors in each class, each serving a three-year
term.

     REMOVAL OF DIRECTORS.  Under the Bank's Bylaws, the shareholders may remove
one or more directors  with or without  cause,  by the approval of a majority of
the votes cast at a meeting of shareholders called for that purpose. Pursuant to
New Jersey  corporate  law,  unless the  certificate of  incorporation  provides
otherwise,  a director or the entire board of  directors  may be removed with or
without  cause  by  a  majority  of  the  votes  entitled  to  be  cast  by  all
shareholders.  Parke Bancorp,  Inc.'s Certificate of Incorporation provides that
directors  may be removed only for cause and only by a vote of the holders of at
least 80% of the outstanding shares. In addition, the Board may remove directors
for cause and suspend directors pending a final  determination that cause exists
for removal.

     SHAREHOLDER  NOMINATIONS  AND  PROPOSALS.  The Bank's  Bylaws  provide that
nominations,  other than those  made by the Board of  Directors,  may be made by
written  notice  to the Bank  not less  than 60 days in  advance  of the  annual
meeting of shareholders if the meeting is held within 30 days of the anniversary
date of the prior year's annual meeting, or 90 days in advance of the meeting if
the  meeting  is held on or after the  anniversary  of the prior  year's  annual
meeting.  If,  however,  a special  meeting to elect  shareholders is held, then
notice must be given no later than ten days  following  the date on which notice
of such special meeting was first given to shareholders. Nominations not made in
this  manner may,  in his  discretion,  be  disregarded  by the  chairman of the
meeting, and upon his instruction, the vote tellers may disregard all votes cast
for such

                                     - 13 -

<PAGE>
nominee. The same advance notice requirements apply to shareholder  proposals to
be considered at annual or special meetings.

     The Certificate of Incorporation of Parke Bancorp,  Inc.  provides that all
nominations,  other than those made by the Board,  must be made  within the time
frame specified in the Bylaws. Pursuant to the Bylaws of Parke Bancorp, Inc., to
be timely,  notice must be given at least 60 days in advance of the  anniversary
of the preceding  year's annual meeting,  except that notice with respect to the
first  scheduled  annual  meeting may be given not later than ten days following
the date that notice of such meeting was mailed to  shareholders,  provided that
the written  notice must be  received by Parke  Bancorp,  Inc. no later than the
close of  business  on the  fifth day  preceding  the date of the  meeting.  The
presiding  officer  of an annual  meeting  shall  determine  and  declare to the
meeting  whether  the  nomination  was  properly  made in  accordance  with  the
provisions of the Bylaws,  and any defective  nominee shall be disregarded.  The
same advance notice requirements apply to shareholder proposals to be considered
at annual or special meetings.

     SPECIAL MEETINGS OF SHAREHOLDERS. Under New Jersey law, special meetings of
shareholders  of the  Bank  may be  called  at any  time by the  president,  the
chairman,  the Board, or at the request of one or more  shareholders  who own in
the aggregate not less than 10% of all the stock of the Bank. The Certificate of
Incorporation  of  Parke  Bancorp,  Inc.  provides  that a  special  meeting  of
shareholders may be called only by the president,  by a majority of the Board of
Directors or by a designated  committee  of the Board.  Shareholders  are not be
permitted to call a special  meeting of  shareholders  under the  Certificate of
Incorporation of Parke Bancorp, Inc.

     SHAREHOLDER  ACTION  WITHOUT A MEETING.  Under New Jersey  law,  any action
required or permitted to be taken at a meeting of  shareholders  of the Bank may
be taken  without a meeting  if there is  unanimous  consent  in  writing by the
shareholders to such action without a meeting. Parke Bancorp, Inc.'s Certificate
of  Incorporation  also provides  that  shareholders  may take action  without a
meeting if there is  unanimous  consent in writing by the  shareholders  to such
action without a meeting.  The power of shareholders  of Parke Bancorp,  Inc. to
take action by non-unanimous consent is specifically denied.

     APPROVAL OF MERGERS. Under New Jersey law, approval of mergers requires the
affirmative vote of at least two-thirds of the outstanding stock of the Bank.

     The Certificate of Incorporation of Parke Bancorp,  Inc.  provides that any
merger, consolidation, liquidation, or dissolution of Parke Bancorp, Inc. or any
action  that  would  result  in  the  sale  or  other   disposition  of  all  or
substantially  all of the  assets  of Parke  Bancorp,  Inc.  shall  require  the
affirmative  vote of the  holders  of at least  80% of the  outstanding  shares,
provided,  however, that if a particular transaction is approved by the Board of
Directors,  such transaction  shall require only the minimum vote required under
New Jersey law for shareholder  approval of mergers,  which is a majority of the
votes actually cast in person or by proxy.

     DISSENTERS' RIGHTS OF APPRAISAL.  Under New Jersey law, shareholders of the
Bank have the right to dissent  from a merger  agreement,  subject to  specified
procedural requirements. This appraisal right is available for the capital stock
of the Bank (i) regardless of where the Bank's shares or the shares of the other
party to the merger  agreement are listed or traded;  and (ii) regardless of the
number of  shareholders  of record of the Bank or the number of  shareholders of
record of the other party to the merger agreement.

     Pursuant to general New Jersey corporate law, a shareholder of a New Jersey
corporation such as Parke Bancorp,  Inc. generally has the right to dissent from
any  merger  or  consolidation  involving  the  corporation  or  sale  of all or
substantially all of the corporation's assets, subject to specified procedural

                                     - 14 -

<PAGE>

requirements.  However, generally no such appraisal rights are available for the
shares of any class or series of a corporation's capital stock if:

o    as of the record  date fixed to  determine  the  shareholders  entitled  to
     receive notice of and to vote at the meeting of shareholders to act upon an
     agreement of merger or  consolidation,  such shares were either listed on a
     national  securities  exchange  or  held  of  record  by  more  than  1,000
     shareholders; or

o    the  consideration  to be  received  in the merger  consists of cash and/or
     shares of stock which are either listed on a national  securities  exchange
     or held of record by more than  1,000  shareholders.  In  addition,  if the
     merger or  consolidation  would not  require the  approval of  shareholders
     under New Jersey law, dissenters' rights are not available.

     For a discussion  of the rights of  dissenting  shareholder  of the Bank in
connection  with the  Reorganization,  see "Proposal No. I - The Holding Company
Reorganization - Dissenters' Rights."

     AMENDMENT OF GOVERNING INSTRUMENTS.  No amendment of the Bank's Certificate
of Incorporation  may be made unless it is adopted by the Board of Directors and
approved by at least two-thirds of the outstanding  stock of the Bank. The Board
of  Directors  has the power to make,  alter and  repeal the Bylaws of the Bank,
subject to alteration or repeal by the shareholders.

     Parke Bancorp,  Inc.'s  Certificate of Incorporation  may be amended if the
amendment is first approved by the Board of Directors and thereafter is approved
by the  holders of a  majority  of the shares of Parke  Bancorp,  Inc.  However,
amendments to Article VII  (preemptive  rights),  IX (meetings of  shareholders;
cumulative  voting;  proxies),  X (notice for  nominations  and  proposals),  XI
(directors),  XII (removal of  directors),  XIII (certain  limitations on voting
rights), XIV (approval of business  combinations),  XV (shareholder  approval of
certain transactions), XVII (elimination of directors' and officers' liability),
XVIII  (indemnification),  XIX  (amendment  of  bylaws)  and  XX  (amendment  of
certificate of incorporation) may not be amended without the affirmative vote of
the holders of at least 80% of the outstanding shares.

     Parke  Bancorp,  Inc.'s  Bylaws may be amended by a two-thirds  vote of the
Board of Directors or by the affirmative  vote of the holders of at least 80% of
the outstanding shares. The shareholders may prescribe that any bylaw so adopted
by a shareholder vote may not be changed by the Board.

     BOARD  CONSIDERATION  OF  NONMONETARY   FACTORS.   Parke  Bancorp,   Inc.'s
Certificate  of  Incorporation  permits the Board of Directors,  in evaluating a
business combination or a tender or exchange offer, to consider,  in addition to
the adequacy of the amount to be paid in connection  with any such  transaction,
certain  specified  factors  and any other  factors  the Board  deems  relevant,
including:

o    the social and economic effects of the transaction on Parke Bancorp,  Inc.,
     its employees,  depositors,  loan and other customers,  creditors and other
     elements of the communities in which the Bank conducts business;

o    the  business  and  financial  condition  and  earnings  prospects  of  the
     acquiring party or parties; and

o    the competence,  experience and integrity of the acquiring party or parties
     and its or their management.

     Being  permitted to consider  such factors may place the Board of Directors
in a stronger  position to oppose any proposed business  combination,  tender or
exchange offer if the Board concludes that the

                                     - 15 -

<PAGE>

transaction  would not be in the best interest of Parke Bancorp,  Inc.,  even if
the price  offered is  significantly  greater  than the then market price of any
equity security of Parke Bancorp, Inc.

     NEW  JERSEY  SHAREHOLDERS  PROTECTION  ACT.  In  addition  to  the  various
anti-takeover   protections   that  may  be  included  in  the   certificate  of
incorporation, some states have enacted statutes that provide protection against
unfriendly takeovers unless contrary provisions are contained in the certificate
of  incorporation.  Corporations that foresee  themselves as potential  takeover
targets  should  incorporate  in  states  having  such  statutory  anti-takeover
provisions in order to enhance their defensive position.

     New  Jersey  has  enacted   statutory   anti-takeover   provisions  in  its
Shareholder  Protection Act, under Sections  14A:10A-1  through 10A-6 of the New
Jersey  Business  Corporation  Act.  Statutory  anti-takeover  provisions can be
effective  by causing  substantial  delays  before an  acquiror  can  consummate
certain  business  combinations  (including a merger),  which  typically  either
causes  the  takeover  to fail or  enables  the  corporation  to  locate  a more
favorable acquiror.

     New Jersey's statute  provides for a five-year  prohibition on consummation
of a business  combination  with the target from the date an acquiror becomes an
"interested  shareholder"  (i.e.  holds 10% or more of the target  corporation's
voting  stock)  unless the  business  combination  is  approved  by the board of
directors prior to the time the interested shareholder acquired its 10% holding.

         In  addition,  a New  Jersey  corporation  may not engage in a business
combination  with  an  interested  shareholder  at any  time  unless  one of the
following  three  conditions  is met:  (1)  approval  by the  target's  board of
directors,  prior to the 10% acquisition;  (2) an affirmative vote of two-thirds
of the outstanding voting stock not owned by the interested shareholder;  or (3)
compliance with certain financial  formulations  designed to assure a fair price
for the target's shareholders in exchange for their ownership interest.

     A corporation may exempt itself from the  requirements of the statute by so
specifying in its certificate of incorporation. The Certificate of Incorporation
of Parke Bancorp, Inc. does not opt out of New Jersey's Shareholders  Protection
Act.

     ANTI-TAKEOVER  EFFECTS.  Certain  of  the  foregoing  provisions  of  Parke
Bancorp, Inc.'s Certificate of Incorporation and Bylaws and the operation of New
Jersey  law  could  have the  effect of  discouraging  an  acquisition  of Parke
Bancorp,  Inc., or stock purchases in furtherance of an  acquisition,  and could
accordingly,  under certain  circumstances,  discourage  transactions that might
otherwise have a favorable  effect on the price of Parke Bancorp,  Inc.'s common
stock. Furthermore,  because at least 80% of outstanding shares must approve the
amendment  of  certain  provisions  of  Parke  Bancorp,  Inc.'s  Certificate  of
Incorporation and approve certain business  combinations,  management,  together
with a minority of  shareholder  support,  could preclude or make more difficult
takeover  attempts  that do not have the  support of the Board of  Directors  of
Parke Bancorp, Inc. and may tend to perpetuate existing management.

     Notwithstanding  the foregoing,  the Board of Directors of the Bank believe
that the  provisions  described  above  with  respect to Parke  Bancorp,  Inc.'s
Certificate   of   Incorporation   and  Bylaws  are   prudent  and  will  reduce
vulnerability to takeover  attempts and certain other  transactions that are not
negotiated  with and approved by the Board of Directors of Parke  Bancorp,  Inc.
The Board of Directors of the Bank  believes  that these  provisions  are in the
best interests of the shareholders.  In the judgment of the Board, the directors
are in the best  position  to  determine  the true value of the  company  and to
negotiate  more  effectively  for  what  may be in  the  best  interests  of the
shareholders.  Accordingly,  the Board of Directors of the Bank believes that it
serves the shareholders to encourage such  negotiations  and discourage  hostile
takeover  attempts.  It is also the view of the Board of  Directors  of the Bank
that these provisions  should not discourage  persons from proposing a merger or
other transaction at prices reflective of the true value of Parke Bancorp, Inc.

                                     - 16 -

<PAGE>
     Despite the belief of the Board of Directors of the Bank as to the benefits
to the shareholders of the foregoing provisions,  these provisions also may have
the effect of discouraging a future takeover attempt in which shareholders might
receive a premium  for their  shares  over then  current  market  prices.  These
provisions  may serve to make it more difficult to remove  incumbent  management
and may also  discourage  all  attempts to acquire  control not  approved by the
Board for any reason. As a result,  shareholders who might desire to participate
in, or benefit from,  such a transaction  may not have an  opportunity to do so.
The Board of Directors of the Bank,  however,  have concluded that the potential
benefits of these provisions outweigh their possible disadvantages.

     The Board of Directors of the Bank is not aware of any effort that might be
made to acquire  control of the Bank or of Parke  Bancorp,  Inc.  following  the
Reorganization.

     INDEMNIFICATION  AND  LIMITATION ON LIABILITY.  Under New Jersey law and in
accordance with the Bank's Bylaws, the Bank shall indemnify a director, officer,
employee or agent who is a party to any  action,  suit or  proceeding,  civil or
criminal,  by reason of the fact  that he acted in such  capacity  for the Bank,
subject to certain  limitations and  qualifications.  The Bank's  Certificate of
Incorporation  also provides that directors and officers shall not be personally
liable to the Bank or its  shareholders  for damages for breach of any duty owed
to  the  Bank  or  its   shareholders,   subject  to  certain   limitations  and
qualifications.

     Under  New  Jersey  law  and  in  accordance  with  Parke  Bancorp,  Inc.'s
Certificate of  Incorporation,  Parke Bancorp,  Inc. shall indemnify a director,
officer,  employee  or agent who is a party to any action,  suit or  proceeding,
civil or  criminal,  by reason of the fact  that he acted in such  capacity  for
Parke Bancorp,  Inc., subject to certain limitations and  qualifications.  Parke
Bancorp,  Inc.'s  Certificate of Incorporation  also provides that directors and
officers shall not be personally  liable for damages for breach of any duty owed
to Parke Bancorp,  Inc. or its  shareholders,  other than a breach of duty based
upon an act or omission  (i) in breach of the duty of loyalty,  (ii) not in good
faith or involving a knowing  violation of law; or (iii) resulting in receipt of
an  improper  personal  benefit.  This  provision  does not limit  the  personal
liability of Parke Bancorp,  Inc. directors or officers for monetary damages for
breaches  of  the  fiduciary   duties  imposed  on  directors  which  constitute
self-dealing,  willful  misconduct,  or a knowing violation of law. In addition,
this  provision  does not limit the  liability of directors or officers  arising
under any criminal  statute or for the payment of any federal,  state,  or local
taxes.  However,  with respect to other  matters,  this  provision will preclude
certain  shareholder  derivative  actions and may be construed to preclude other
third party claims against the directors,  even if such actions  otherwise would
be  beneficial  to  shareholders  of Parke  Bancorp,  Inc.  The  Certificate  of
Incorporation  also provides that any amendment or repeal of this provision will
not adversely affect any right of a director of Parke Bancorp, Inc. with respect
to any right or protection of a director of Parke Bancorp,  Inc. existing at the
time to such amendment or repeal.

     The  provisions   regarding  personal  liability  and  indemnification  are
designed to assist Parke  Bancorp,  Inc. in attracting  and retaining  qualified
directors and officers and to ensure that directors and officers will be able to
exercise their best business judgment in managing Parke Bancorp, Inc.'s affairs,
subject to their  continuing  fiduciary  duties to Parke  Bancorp,  Inc. and its
shareholders,  in a manner that is not  unreasonably  impeded by exposure to the
potentially high personal costs or other uncertainties of litigation. The nature
of the tasks and  responsibilities  undertaken  by  directors  of  publicly-held
corporations  often  require such persons to make  difficult  judgments of great
importance which can expose such persons to personal  liability,  but from which
they will  acquire no personal  benefit.  In recent  years,  litigation  against
corporations  and their directors and officers,  challenging good faith business
judgments  and  involving  no  allegations  of personal  wrongdoing,  has become
common.  Such litigation  regularly involves damage claims in large amounts that
bear no relationship to the amount of compensation  received by the directors or
officers,  particularly  in the case of directors  who are not  employees of the
corporation. The expense of such litigation,  whether it is well-founded or not,
can be  enormous.  The  provisions  in  Parke  Bancorp,  Inc.'s  Certificate  of
Incorporation

                                     - 17 -

<PAGE>

relating to director liability are intended to reduce, in appropriate cases, the
risk  incident to serving as a director or officer and to assist Parke  Bancorp,
Inc. in  attracting  and  retaining  the persons most  qualified to serve.  Such
provisions,  however, may result in shareholders relinquishing a potential cause
of action  against a director for breach of fiduciary  duty,  including  acts or
omissions which constitute gross negligence.

ACCOUNTING TREATMENT

     For accounting purposes, the assets, liabilities,  and shareholders' equity
of the Bank immediately prior to the  Reorganization  will be carried forward on
either  separate  or  consolidated  financial  statements  of the Bank and Parke
Bancorp,  Inc.  after  the  Reorganization  at  the  amounts  carried  on  their
respective books at the Effective Date of the Reorganization.

CONDITIONS TO THE REORGANIZATION

     The Plan of Acquisition  sets forth a number of conditions that must be met
before the Reorganization will be consummated.

     The  obligations  of the  Bank and  Parke  Bancorp,  Inc.,  to  effect  the
Reorganization and otherwise consummate the transactions,  which are the subject
matter hereof, shall be subject to satisfaction of the following conditions:

o    approval  of the Plan by the  Commissioner  of  Banking of the State of New
     Jersey;

o    approval  of  the  Plan  by  the  holders  of at  least  two-thirds  of the
     outstanding shares of the Bank; and

o    non-objection  of the Board of Governors of the Federal  Reserve  System to
     Parke Bancorp, Inc.'s application to form a holding company and acquire the
     Bank.

     On January ___, 2005, Parke Bank filed an application with the Commissioner
of  Banking  of the  State  of New  Jersey  for  approval  of the  Plan  and the
Reorganization.   Such  application  was  approved  on  ____________,  2005.  On
___________,  2005,  Parke  Bancorp,  Inc.  filed with Federal  Reserve Board an
application to form a bank holding company. By approving the Reorganization, the
shareholders  will be approving  compliance by the Bank and Parke Bancorp,  Inc.
with any conditions  imposed by the Federal Reserve Board in connection with its
approval  of the  application  that are not deemed by the Bank to be  materially
adverse to the Bank or its shareholders.  In the event the Reorganization is not
approved by the shareholders, the Bank will not proceed with the Reorganization.

AMENDMENT OR TERMINATION

     The Bank and Parke  Bancorp,  Inc.,  by mutual  consent of their  Boards of
Directors  and to the extent  permitted by law,  may amend the Plan  pursuant to
which  the  Reorganization  will be  implemented  at any  time  before  or after
approval of the Plan by their  respective  shareholders,  but no amendment  that
would have a materially  adverse impact on the Bank or its  shareholders  may be
implemented unless approval of the shareholders is first obtained.

     At any time prior to the Effective Date, the Board of Directors of the Bank
may  terminate  the  Plan if in the  judgment  of the  Board  of  Directors  the
consummation of the Plan is inadvisable  for any reason.  To terminate the Plan,
the Bank's Board of Directors shall adopt a resolution terminating the Plan and,
in the event such  termination  occurs after the  shareholders  of the Bank have
voted  on the  Plan,  promptly  give  written  notice  that  the  Plan  has been
terminated to the shareholders of the Bank. Upon the adoption of the

                                     - 18 -

<PAGE>

Board  resolution,  the Plan shall be of no further force or effect and the Bank
and Parke Bancorp, Inc. shall not be liable to each other, to any shareholder of
the  Bank or to any  other  person  by  reason  of the  Plan or the  termination
thereof.  Without  limiting  the reasons for which the Bank's Board of Directors
may terminate the Plan, the Board may terminate the Plan if:

o    the number of shareholders  dissenting from the Plan and demanding  payment
     of the value of their  shares would in the judgment of the Board render the
     Plan inadvisable; or

o    the Bank or Parke Bancorp,  Inc.  fails to receive,  or fails to receive in
     form and substance  satisfactory  to the Bank or Parke  Bancorp,  Inc., any
     permit,  license  or  qualification  from any  federal  or state  authority
     required in connection with the consummation of the Plan.

FEDERAL AND STATE TAXATION

     After the consummation of the  Reorganization,  the Bank and Parke Bancorp,
Inc. may file consolidated  federal and state income tax returns that would have
the effect of eliminating inter-company  distributions,  including dividends, in
the computation of the consolidated taxable income.

DISSENTERS' RIGHTS

     In accordance  with the New Jersey  Banking Act of 1948,  which governs New
Jersey state-chartered  banks,  shareholders of the Bank will be entitled to the
rights and remedies  applicable to dissenting  shareholders and shall be subject
to the limitations on such rights and remedies under those provisions.

     IF THE  REORGANIZATION  IS NOT CONSUMMATED  FOR ANY REASON,  THE DEMAND FOR
APPRAISAL  WILL  BE  OF  NO  EFFECT.   ANY   SHAREHOLDER   WHO  OBJECTS  TO  THE
REORGANIZATION  MAY SEEK THE REMEDIES  PROVIDED UNDER THE NEW JERSEY BANKING ACT
OF 1948.  THE FOLLOWING  SUMMARY OF THIS LAW DOES NOT PURPORT TO BE COMPLETE AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO APPENDIX D HERETO,  WHICH  CONTAINS
THE COMPLETE TEXT OF THIS LAW.

     A  shareholder  wishing to demand  appraisal  rights  must file with at the
Bank's  principal  office,  601 Delsea Drive,  Washington  Township,  New Jersey
08080, a written notice of dissent to the Reorganization.  The notice of dissent
must be received by the Bank no later than the third day prior to the date fixed
for the meeting of shareholders to vote upon the  Reorganization.  The notice of
dissent  must  be sent  via  registered  mail  or  delivered  in  person  by the
dissenting shareholder or his agent. Voting against the Reorganization, by proxy
or otherwise, is not sufficient to enable a shareholder to perfect the rights of
a dissenting shareholder. However, any shareholder who files the required notice
of  dissent  and votes in favor of the  Reorganization,  whether in person or by
proxy (including those  shareholders who return the enclosed proxy card executed
but without a designation as to the vote on the  Reorganization)  will be deemed
to have waived the right to qualify as a dissenter. If the Reorganization is not
consummated for any reason, appraisal rights will not be available.

     Following approval by the shareholders,  if obtained,  the Bank will on the
Effective Date of the  Reorganization  file the Plan of Acquisition with the New
Jersey  Department of Banking and Insurance along with the  certification of the
president  of the Bank that the Plan was  approved at the Meeting by the holders
of at least  two-thirds  of the  outstanding  shares of the Bank.  A  dissenting
shareholder  who filed a timely  written  notice of dissent  and did not vote in
favor of the  Reorganization,  may within 30 days of the filing of the Plan with
the New Jersey  Department of Banking and Insurance serve a demand upon the Bank
at its principal office for payment of the value of his shares.

                                     - 19 -

<PAGE>

     The Bank may,  within ten days after the receipt of such  demand,  offer to
pay the  shareholder a sum for his shares,  which,  in the opinion of the Bank's
Board of  Directors,  does not exceed the amount  which  would be paid upon such
shares if the business and assets of the Bank were  liquidated  on the Effective
Date. If a dissenting  shareholder  fails to accept such sum offered by the Bank
for his  shares,  he may,  within  three  weeks  after the receipt by him of the
Bank's offer of payment, or, if no offer is made by the Bank, within three weeks
after the date upon  which his  demand for  payment  was  served  upon the Bank,
institute  an  action  in the  Superior  Court  for  the  appointment  of  three
appraisers.  The Superior Court shall fix the  compensation  of the  appraisers,
which shall be paid by the Bank. The Bank and each dissenting shareholder may be
represented  by attorneys in the  proceedings  before such  appraisers,  and may
present evidence.  The determination of any two of the appraisers shall control.
Upon the conclusion of their  deliberations,  the  appraisers  shall file in the
Superior Court a report and appraisal of the value of the shares.

     The Bank and each  dissenting  shareholder  shall  have ten days  after the
appraisers  file  their  report  and  appraisal  to  object  to the  appraisers'
determination.  If no objections  are made,  the report and  appraisal  shall be
binding upon the Bank and upon the dissenting  shareholders,  and the Bank shall
pay each  such  shareholder  the value as  determined  by the  appraisers,  with
interest from the Effective  Date. If objections  are made, the court shall make
such order or judgment thereon as shall be the court shall find just.

     No  notification  of the beginning or end of any  statutory  period will be
given by the Bank or Parke Bancorp, Inc. to any dissenting shareholder except as
required by law.  SHAREHOLDERS  WHO ARE  CONSIDERING  DISSENTING AND CLAIMING AN
APPRAISAL REMEDY ARE URGED TO CONSULT THEIR OWN LEGAL COUNSEL.

                       PROPOSAL II - ELECTION OF DIRECTORS

     The Board of Directors of Parke Bank currently  consists of twelve members.
Each current  director has been  nominated for  reelection,  each to serve for a
one-year  term and until his  successor  has been  elected  and  qualified.  The
following table sets forth the nominees.


                     NOMINEES FOR ELECTION TO ONE-YEAR TERMS
                            AS DIRECTORS OF THE BANK:
                            -------------------------
                              Celestino R. Pennoni
                              Vito S. Pantilione
                              Fred G. Choate
                              Daniel J. Dalton
                              Arret F. Dobson
                              Thomas Hedenberg
                              Edward Infantolino
                              Anthony J. Jannetti
                              Jeffrey H. Kripitz
                              Richard Phalines
                              Jack C. Sheppard, Jr.
                              Ray H. Tresch

     It is intended  that  proxies  solicited  by the Board of  Directors  will,
unless otherwise specified,  be voted for the election of the named nominees. If
any of the  nominees  is unable to serve,  the shares  represented  by all valid
proxies  will be voted  for the  election  of such  substitute  as the  Board of
Directors may recommend or the size of the Board may be reduced to eliminate the
vacancy. At this time, the Board of

                                     - 20 -

<PAGE>

Directors  knows of no reason why any of the nominees  might be  unavailable  to
serve. For information  regarding the nominees,  see "Management - Directors and
Executive Officers."

             PROPOSAL III - RATIFICATION OF APPOINTMENT OF AUDITORS

     The Board of Directors of the Bank has appointed McGladrey & Pullen, LLP as
the Bank's  independent  auditor for the fiscal year ending  December  31, 2005,
subject  to  ratification  by  the  Bank's  shareholders.  A  representative  of
McGladrey & Pullen, LLP is expected to be present at the Meeting,  will have the
opportunity  to  make  a  statement  if he so  desires,  and is  expected  to be
available to respond to appropriate questions.

     Ratification  of the appointment of the  independent  auditor  requires the
affirmative  vote of a majority of the votes cast, in person or by proxy, by the
shareholders of the Bank at the Meeting.  The Board of Directors recommends that
shareholders  vote "FOR" the  ratification  of the  appointment  of  McGladrey &
Pullen, LLP as the Bank's independent auditor for the 2005 fiscal year.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATION

FORWARD LOOKING STATEMENTS

     Parke  Bank may from time to time  make  written  or oral  "forward-looking
statements",  including  statements  contained  in the Bank's  filings  with the
Federal Deposit  Insurance  Corporation  (including this proxy statement and the
Annual  Report on Form  10-KSB  and the  exhibits  thereto),  in its  reports to
shareholders  and in other  communications  by the Bank,  which are made in good
faith by the Bank  pursuant  to the  "safe  harbor"  provisions  of the  Private
Securities Litigation Reform Act of 1995.

     These forward-looking  statements involve risks and uncertainties,  such as
statements  of  the  Bank's  plans,  objectives,   expectations,  estimates  and
intentions, which are subject to change based on various important factors (some
of which are beyond the Bank's control).  The following  factors,  among others,
could  cause the Bank's  financial  performance  to differ  materially  from the
plans,  objectives,  expectations,  estimates and  intentions  expressed in such
forward-looking statements: the strength of the United States economy in general
and the strength of the local  economies in which the Bank conducts  operations;
the effects of, and changes in,  trade,  monetary and fiscal  policies and laws,
including  interest  rate  policies  of the Board of  Governors  of the  Federal
Reserve System, inflation, interest rates, market and monetary fluctuations; the
timely  development  of and  acceptance of new products and services of the Bank
and the  perceived  overall  value of these  products  and  services  by  users,
including the features,  pricing and quality  compared to competitors'  products
and services;  the impact of changes in financial services' laws and regulations
(including  laws   concerning   taxes,   banking,   securities  and  insurance);
technological  changes;  changes in consumer spending and saving habits; and the
success of the Bank at managing the risks resulting from these factors.

     The Bank cautions that the listed factors are not exclusive.  The Bank does
not undertake to update any forward-looking statement,  whether written or oral,
that may be made from time to time by or on behalf of the Bank.

OVERVIEW

     The Bank's  results of operations  are dependent  primarily on net interest
income,  which is the  difference  between  the  interest  income  earned on its
interest-earning assets, such as loans and securities, and

                                     - 21 -

<PAGE>
the interest expense paid on its interest-bearing  liabilities, such as deposits
and  borrowings.  The Bank also  generates  non-interest  income such as service
charges,  BOLI income and other fees. The Bank's non-interest expenses primarily
consist of employee  compensation and benefits,  occupancy  expenses,  marketing
expenses,  data processing costs and other operating expenses.  The Bank is also
subject  to losses  from its loan  portfolio  if  borrowers  fail to meet  their
obligations. The Bank's results of operations are also significantly affected by
general  economic and  competitive  conditions,  particularly  changes in market
interest rates, government policies and actions of regulatory agencies.

     For  the  nine  months  ended   September  30,  2004,  net  income  totaled
$2,047,238, compared to $1,387,941 for the nine months ended September 30, 2003.
Diluted  earnings  per share for the first nine  months of 2004  totaled  $1.14,
compared  to $0.80 per share for the same period of 2003.  Increased  net income
for the first nine months of 2004 was  attributable  primarily  to  increases in
revenue (net  interest  income and  non-interest  income) of  $1,357,322,  and a
decrease in the  provision  of loan losses of $236,199,  partially  offset by an
increase in non interest expenses of $512,661, and an increase in tax expense of
$421,563.

     We recorded net income of  $2,001,899  or $1.02 per diluted  share for 2003
and  $941,979  or $.93  per  diluted  share  for  2002.  Pre-tax  earnings  were
$3,281,336 for 2003 compared to $1,562,464 for 2002.

     Total assets  increased by $43.1 million or 32.9%,  reflecting  significant
increases in loans. Loans outstanding increased by $51.2 million or 53.8%, while
investment  securities  decreased by $8.6  million.  Deposits also grew by $34.9
million or 32.5%. Growth in loans and deposits reflects our continued efforts in
business  development  and  advertising.  Shareholders'  equity  increased  $2.4
million or 13.7%, as a result of earnings for 2003.

     The principal objective of this financial review is to provide a discussion
and  an  overview  of  our  consolidated  financial  condition  and  results  of
operations.  This discussion should be read in conjunction with the accompanying
financial  statements  and  related  notes  as well as  statistical  information
included herein.

CRITICAL ACCOUNTING POLICIES

     ALLOWANCE FOR LOSSES ON LOANS. The allowance for loan losses is established
as losses are  estimated to have  occurred  through a provision for loan losses.
Loans that are determined to be uncollectible  are charged against the allowance
account, and subsequent recoveries,  if any, are credited to the allowance. When
evaluating  the adequacy of the  allowance,  an assessment of the loan portfolio
will  typically  include  changes  in the  composition  and  volume  of the loan
portfolio,  overall  portfolio  quality  and past  loss  experience,  review  of
specific problem loans,  current economic conditions which may affect borrowers'
ability to repay, and other factors which may warrant current recognition.  Such
periodic  assessments  may,  in  management's  judgment,  require  the  Bank  to
recognize additions or reductions to the allowance.

OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

     NET INTEREST INCOME/MARGINS. Our primary source of earnings is net interest
income,  which is the  difference  between  income  earned  on  interest-earning
assets, such as loans and investment  securities,  and interest expense incurred
on the interest-bearing  sources of funds, such as deposits and borrowings.  The
level of net interest  income is  determined  primarily by the average  balances
("volume")  and the rate  spreads  between the  interest-earning  assets and our
funding sources.


                                     - 22 -

<PAGE>

     Net interest  income for the first nine months of 2004 totaled  $5,860,898,
an increase of 30.1% over $4.5 million for the nine months ended  September  30,
2003. The net interest margin for the nine-month period ended September 30, 2004
remained the same at 4.4%, as compared to the same period of 2003.

     Interest  income  increased by  $1,680,469,  driven by an increase of $40.6
million in average  interest-earning assets. Average loans outstanding increased
by $41.5 million,  and average investment  securities decreased by $0.9 million.
Yields on earning  assets for the period ended  September 30, 2004  decreased to
6.4%  from 6.7% for the same  period  of 2003.  Interest  expense  increased  by
$324,898  for  the  nine  month  period.  Average  interest-bearing  liabilities
increased  by $37.2  million  during the same period.  Average  interest-bearing
deposits  increased by $33.0  million and average  borrowings  increased by $4.2
million. The average rate paid on interest-bearing liabilities decreased to 2.3%
for the period ended September 30, 2004 from 2.7% for the same period of 2003.

     COMPARATIVE AVERAGE BALANCES, INTEREST AND YIELDS. The following table sets
forth for the periods  indicated the Bank's average  volume of  interest-earning
assets and interest-bearing liabilities and average yields and rates. Changes in
net interest  income from period to period result from increases or decreases in
the volume and mix of interest-earning assets and interest-bearing  liabilities,
increases or  decreases in the average  rates earned and paid on such assets and
liabilities  and the  availability  of  particular  sources  of  funds,  such as
non-interest-bearing deposits.

                                     - 23 -

<PAGE>
<TABLE>
<CAPTION>

                                                                           FOR THE NINE MONTHS ENDED
                                                ---------------------------------------------------------------------------------
                                                        SEPTEMBER 30, 2004                          SEPTEMBER 30, 2003
                                                -------------------------------------        ------------------------------------
                                                 DAILY                                        DAILY
                                                AVERAGE          INCOME/       YIELD/        AVERAGE         INCOME/      YIELD/
                                                BALANCE          EXPENSE        RATE         BALANCE         EXPENSE       RATE
                                                -------          -------       ------        -------         -------      -------
<S>                               <C>           <C>             <C>             <C>        <C>              <C>            <C>
ASSETS:
Loans (net of deferred costs/fees)(1)           $157,224,069    $8,022,093      6.8%       $115,684,191     $6,315,798     7.3%
Investment securities                             16,889,054       524,030      4.1          19,326,970        561,456     3.9
Federal funds sold                                 3,654,156        30,905      1.1           2,113,278         18,790     1.2
                                                ------------    ----------                 ------------     ----------
    Total interest-earning assets                177,767,279    $8,577,028      6.4         137,124,439     $6,896,044     6.7
                                                                ----------                                  ----------
Allowance for loan losses                         (2,425,438)                                (1,616,686)
Other assets                                      15,804,506                                 10,683,832
                                                ------------                               ------------
    Total assets                                $191,146,347                               $146,191,585
                                                ============                               ============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Interest-bearing deposits
  Regular savings deposits                     $  22,031,171    $  326,297      2.0        $ 22,207,095     $  384,849     2.3
  NOW & money market savings                      29,378,005       344,090      1.6          23,546,648        293,638     1.7
  Time deposits                                   93,035,065     1,888,740      2.7          65,726,054      1,596,900     3.2
                                                ------------    ----------                 ------------     ----------
    Total interest-bearing deposits              144,444,241     2,559,127      2.2         111,479,797      2,275,387     2.7

Borrowed funds                                    10,645,789       157,003      2.0           6,407,941        115,845     2.4
                                                                ----------                                  ----------
    Total interest-bearing liabilities           155,090,030    $2,716,130      2.3         117,887,738     $2,391,232     2.7
                                                                ----------                                  ----------

Non-interest-bearing demand deposits              13,547,222                                  8,734,891
Other liabilities                                  1,498,584                                  1,269,999
Shareholders' equity                              21,010,511                                 18,298,957
                                                ------------                               ------------
    Total liabilities and
    shareholders' equity                        $191,146,347                               $146,191,585
                                                ============                               ============
Interest rate spread (average yield
  less average rate)                                                            4.1%                                       4.0%
Net interest income (interest income
  less interest expense)                                        $5,860,898                                  $4,504,812
                                                                ==========                                  ==========
Net interest margin (net interest
income/average interest-earning assets)                                         4.4%                                       4.4%
<FN>
__________________________________________
1    Non-accrual loans are included in the calculation of average balances
</FN>
</TABLE>

     NON-INTEREST  INCOME.  Non-interest  income remained  constant for the nine
months ended  September 30, 2004.  BOLI income,  deposit  service  charges,  and
service  fees  increased  20.6% but were offset by a decrease in loan  brokerage
fees and gains on sale of securities  during the nine months ended September 30,
2003.

     PROVISION  FOR LOAN LOSSES.  The provision for loan losses was $399,411 for
the nine months  ended  September  30,  2004,  compared to $635,610 for the same
period in 2003.  The  reduction in the  provision for the 2004 period was due to
lower loan growth.

     NON-INTEREST  EXPENSE.  For the  nine  months  ended  September  30,  2004,
non-interest  expense increased by $512,661 or 23.5% to $2,693,559,  compared to
$2,180,899 for the same period of 2003. An increase in compensation  expenses of
30.1%  relates  to  personnel  costs  as a  result  of  staffing  increases  for
additional  support staff.  Occupancy,  equipment and data  processing  expenses
increased  only $15,996 due to new data center  which  provides the service at a
lower  cost in the first nine  months of 2004,  compared  to the same  period of
2003.

                                     - 24 -

<PAGE>
     INCOME  TAXES.  Income tax expense of $1,309,500  was  recognized on income
before taxes of $3,356,738 for the nine-month  period ended  September 30, 2004,
compared to income tax expense of $887,937 on income  before taxes of $2,275,878
for the same period of 2003.  Both periods  resulted in an effective tax rate of
39.0%.

FINANCIAL CONDITION AT SEPTEMBER 30, 2004 AND DECEMBER 31, 2003

     ASSETS.  Total assets  increased to $205.5  million at September  30, 2004,
compared to $174.0  million at December 31, 2003,  increasing  $31.6  million or
18.1%. Loans outstanding increased $21.3 million or 14.6%. Deposits increased by
$29.6  million  or 20.8%.  Borrowed  funds  decreased  by $0.7  million or 6.8%.
Shareholders' equity increased by $2.1 million or 10.5%, driven by net income of
$2.0 million for the nine months ended September 30, 2004, partially offset by a
decline in the market value of  securities  classified as available for sale and
minimal options and warrants exercised.

     The increase in total loans was  primarily  due to increases in  commercial
loans,  which grew by $23.4 million and totaled  $146.2  million as of September
30, 2004. This increase is in line with management's strategic plan and reflects
increased origination activity over the past year and a strong local real estate
market. All other categories of loans decreased by $2.1 million.

     ALLOWANCE FOR LOAN LOSSES.  The allowance for loan losses was $2,194,738 at
September 30, 2004 as compared to  $2,256,070  at December 31, 2003,  due to the
charge-off of a loan in the amount of $460,743 and a 2004 provision of $399,441.
The ratio of the allowance for loan losses to total loans decreased  slightly to
1.3% at  September  30,  2004 from 1.5% at December  31,  2003.  Management  has
considered non-performing assets and other assets of concern in establishing the
allowance  for loan  losses.  The Bank  continues to monitor its  allowance  for
possible  loan losses and will make future  additions or  reductions in light of
the level of loans in its  portfolio  and as economic  conditions  dictate.  The
current  level of the  allowance  for loan  losses is a result  of  management's
assessment of the risks within the portfolio based on the  information  revealed
in credit  reporting  processes.  The Bank utilizes a risk-rating  system on all
commercial, business, agricultural, construction and multi-family and commercial
real estate  loans,  including  purchased  loans.  A periodic  credit  review is
performed on all types of loans to establish the necessary  reserve based on the
estimated risk within the portfolio.  This assessment of risk takes into account
the composition of the loan portfolio,  historical loss experience for each loan
category,  previous loan experience,  concentrations of credit, current economic
conditions and other factors that in management's judgment deserve recognition.

     Although management believes that it uses the best information available to
determine  the  allowances,   unforeseen   market  conditions  could  result  in
adjustments  and net  earnings  being  significantly  affected if  circumstances
differ   substantially   from  the   assumptions   used  in  making   the  final
determinations.  Future  additions  to the Bank's  allowances  may  result  from
periodic loan,  property and collateral  reviews and thus cannot be predicted in
advance.

     Non-performing assets, expressed as a percentage of total assets, decreased
to .1% at September 30, 2004, down from .5% at December 31, 2003.

     At September 30, 2004,  the allowance for loan losses  represented  795% of
non-accruing loans, compared to 284% at December 31, 2003.

     At September 30, 2004, the Bank had $276,236 in non-accruing  loans,  which
decreased from $794,135 in non-accruing loans at December 31, 2003.

                                     - 25 -

<PAGE>

     DEPOSITS. Deposits totaled $172.0 million at September 30, 2004, increasing
$29.6 million or 20.8% from the December 31, 2003 balance of $142.4 million. The
increase in deposits is  attributable  to management's  growth  strategy,  which
includes  significant  marketing,  promotion  and cross  selling  of  additional
products to existing customers.

     Included in deposits at September 30, 2004 and December 31, 2003 were $33.9
million and $38.0 million, respectively, of brokered deposits.

     BORROWED FUNDS.  Borrowed funds totaled $9.6 million at September 30, 2004,
decreasing  $0.7 million or 6.8% from  December 31, 2003.  The majority of these
funds have been obtained from the Federal Home Loan Bank ("FHLB")  through short
and long term advances.

OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

     NET INTEREST INCOME/MARGINS.  Net interest income increased to $6.3 million
for 2003 compared to $3.7 million for 2002, a 71.5% increase.  The increase was
primarily attributable to the growth in average  interest-earning  assets, which
totaled  $141.5  million for 2003, a 48.7% increase as compared to $95.2 million
for 2002.  Average  loans  increased  by 54.4% to  $120.8  million  and  average
investments decreased by 27.8% to $18.9 million.  Interest-earning  asset growth
was funded by an increase in average interest-bearing  deposits of $39.5 million
or 53.2%.  The average  borrowed  funds  increased  $1.0 million during the 2003
fiscal year.

     The key  performance  measure for net interest  income is the "net interest
margin," or net interest income divided by average  interest-earning assets. Our
net interest margin is affected by loan pricing,  mix of earning assets, and the
distribution and pricing of deposits and borrowings. Our net interest margin was
4.4% for the year ended December 31, 2003,  compared to 3.8% for 2002. Yields on
average  interest-earning assets decreased by 20 basis points, while the cost of
interest-bearing  liabilities decreased by 110 basis points. A higher balance of
loans as a percentage of interest-earning assets and a higher average balance of
non-interest  deposit  accounts  did offset the  overall  decrease  in yields on
interest-earning assets.

     COMPARATIVE  AVERAGE  BALANCES,  YIELDS AND RATES. The following table sets
forth for the periods  indicated the Bank's average  volume of  interest-earning
assets and interest-bearing liabilities and average yields and rates. Changes in
net interest  income from period to period result from increases or decreases in
the volume and mix of interest-earning assets and interest-bearing  liabilities,
increases or  decreases in the average  rates earned and paid on such assets and
liabilities  and the  availability  of  particular  sources  of  funds,  such as
non-interest-bearing deposits.

                                     - 26 -

<PAGE>
<TABLE>
<CAPTION>
                                                                             FOR THE YEAR ENDED
                                                -------------------------------------------------------------------------------
                                                         DECEMBER 31, 2003                          DECEMBER 31, 2002
                                                ------------------------------------       ------------------------------------
                                                 DAILY                                      DAILY
                                                AVERAGE          INCOME/      YIELD/       AVERAGE           INCOME      YIELD/
                                                BALANCE          EXPENSE       RATE        BALANCE          EXPENSE       RATE
                                                -------          -------      ------       -------          -------      ------
<S>                               <C>           <C>            <C>             <C>       <C>               <C>            <C>
ASSETS:
Loans (net of deferred costs/fees)(1)           $120,796,806   $8,698,702      7.2%      $ 78,245,329      $5,787,953     7.4%
Investment securities                             18,877,268      724,238      3.8         14,803,214         791,785     5.3
Federal funds sold                                 1,847,384       21,500      1.2          2,119,526          32,310     1.5
                                                ------------   ----------                ------------      ----------
    Total interest-earning assets                141,521,458   $9,444,440      6.7         95,168,069      $6,612,048     6.9
                                                               ----------                                  ----------
Allowance for loan losses                         (1,728,983)                              (1,070,888)
Other assets                                      10,979,114                                6,518,040
                                                ------------                             ------------
    Total assets                                $150,771,589                             $100,615,221
                                                ============                             ============

LIABILITIES AND SHAREHOLDERS' EQUITY:
Interest-bearing deposits
  Regular savings deposits                      $ 22,104,323   $  493,010      2.2       $  5,787,414     $   174,086     3.0
  NOW & money market savings                      24,351,546      381,592      1.6         13,313,873         328,982     2.5
  Time deposits                                   67,298,382    2,139,543      3.2         55,150,628       2,210,490     4.0
                                                ------------   ----------                ------------      ----------
    Total interest-bearing deposits              113,754,251    3,014,145      2.6         74,251,915       2,713,558     3.7

Borrowed funds                                     7,827,679      167,527      2.1          6,888,307         246,930     3.6
                                                ------------   ----------                ------------      ----------
    Total interest-bearing liabilities           121,581,930   $3,181,672      2.6         81,140,222      $2,960,488     3.6
                                                               ----------                                  ----------
Non-interest-bearing demand deposits               9,270,022                                8,968,835
Other liabilities                                  1,311,106                                  650,773
Shareholders' equity                              18,608,531                                9,855,391
                                                ------------                              -----------
    Total liabilities and
    shareholders' equity                        $150,771,589                             $100,615,221
                                                ============                             ============
Interest rate spread (average yield
  less average rate)                                                           4.1%                                       3.3%
Net interest income (interest income
  less interest expense)                                       $6,262,768                                  $3,651,560
                                                               ==========                                  ==========
Net interest margin (net interest
income/average interest-earning assets)                                        4.4%                                   3.8%
<FN>

__________________________________________
1    Non-accrual loans are included in the calculation of average balances
</FN>
</TABLE>

RETURN ON EQUITY AND ASSETS
<TABLE>
<CAPTION>
                                                                   December 31,
                                                       -------------------------------------
                                                        2003           2002            2001
                                                       ------         ------          ------
<S>                                                     <C>            <C>             <C>
Return on average assets........................        1.33%          0.94%           0.69%
Return on average equity........................       10.76%          9.56%           5.21%
Dividend payout ratio...........................            0              0               0
Average equity to average assets ratio..........       12.34%          9.80%          13.15%
</TABLE>


                                     - 27 -

<PAGE>

         RATE/VOLUME ANALYSIS. For each category of interest-earning  assets and
interest-bearing liabilities, information is provided on changes attributable to
(i) changes in volume (i.e.,  changes in volume  multiplied by the old rate) and
(ii)  changes in rate (i.e.,  changes in rate  multiplied  by old  volume).  For
purposes  of this table,  changes  attributable  to both rate and volume,  which
cannot be segregated,  have been allocated  proportionately to the change due to
volume and the change due to rate.
<TABLE>
<CAPTION>

                                                           YEAR ENDED DECEMBER 31, 2003
                                                              COMPARED TO YEAR ENDED
                                                                DECEMBER 31, 2002
                                                  ---------------------------------------------
                                                            VARIANCE DUE TO CHANGES IN
                                                  ---------------------------------------------
                                                                                          Net
                                                  AVERAGE                             Increase/
                                                  VOLUME         Average Rate        (Decrease)
                                                  -------        ------------        ----------
<S>                                             <C>            <C>                   <C>
Interest Income:
  Loans (net of deferred costs/fees)            $3,147,614       $ (236,865)         $2,910,749
  Investment securities                            217,911         (285,458)            (67,547)
  Federal funds sold                                (4,149)          (6,661)            (10,810)
                                                 ---------       ----------          ----------
Total interest income                            3,361,376         (528,934)          2,832,392
                                                 ---------       ----------          ----------
Interest Expense:
  Deposits                                       1,443,625       (1,143,038)            300,587
  Borrowed funds                                    33,674         (113,077)             79,403
                                                 ---------       ----------          ----------
Total interest expense                           1,477,299       (1,256,115)            221,184
                                                 ---------       ----------          ----------
Net interest income                             $1,884,077      $   727,131          $2,611,208
                                                 =========       ==========          ----------
</TABLE>

         NON-INTEREST  INCOME.  Non-interest  income is principally derived from
service fees on deposit accounts, BOLI income, fee income from loan services and
gains on sale of investment  securities.  Non-interest income for the year ended
December 31, 2003 was $779,044  compared to $488,090 for the year ended December
31, 2002.

         Other fee income increased to $456,919 from $265,154 to additional BOLI
purchased.  The gain on sale of securities increased to $63,681 from $18,124 for
2002 as the Bank elected to sell investment  securities for the higher yields on
loans.  Service charges on deposit accounts increased $42,700 or 24.2% due to an
increase in the number of accounts during fiscal 2003.

         NON-INTEREST  EXPENSE.  Mostly all categories of  non-interest  expense
increased during the year.  Non-interest  expenses totaled $2.8 million for 2003
compared to $2.1 million for the year ended  December  31, 2002,  an increase of
$758,737 or 36.5%.  This increase  reflects  greater costs  associated  with the
growth of the Bank, including data processing costs,  compensation and benefits,
as well as increases in loans and deposit activities.

         Compensation and benefits  increased $452,127 or 55.1% primarily due to
staffing increases to support loan and deposit growth, coupled with two new full
branch  offices,  as well as regular salary  increases and higher benefit costs.
Occupancy,  equipment and data  processing  costs grew for 2003 in the amount of
$226,227 or 40.1% when compared to the prior year. The opening of the Northfield
and Kennedy offices contributed to a large portion of the increase.

                                     - 28 -

<PAGE>
         Professional  services fees and expenses  increased by $21,720 or 14.5%
as a result of consulting  costs.  Marketing and business  development  expenses
decreased by $50,024or 32.9% due to fact the Northfield opening expenses were in
2002. Other operating expenses increased $108,637 or 27.7%.

         INCOME TAXES. We recorded tax expense of $1,279,437 in 2003 compared to
$620,485 in 2002, for an effective tax rate of 39.0% in 2003 and 39.7% in 2002.

FINANCIAL CONDITION AT DECEMBER 31, 2003 AND DECEMBER 31, 2002

         At December 31, 2003, we had total assets of $174.0  million,  compared
to $130.9 million at December 31, 2002,  representing an increase of 32.9%. This
increase was due to the continued expansion of business development efforts, and
continued  marketing of deposit and loan products.  The Bank's overall growth in
its core business,  generating  loans and gathering of deposits grew at a higher
rate than overall asset growth.

         Loans at  December  31,  2003 were  $146.3  million,  compared to $95.1
million at December 31, 2002,  which  represents an increase of $51.2 million or
53.8%.  Growth  occurred in all  categories of loans.  Investment  securities at
December 31, 2003  decreased by $8.0 million or 34.7% over the December 31, 2002
balance of $23.2 million.

         Total deposits  increased by $34.9 million,  an increase of 32.4%, from
$107.5 million at December 31, 2002.

         Shareholders  equity  increased  by  $2.4  million.   The  increase  is
attributable  earnings  of $2.0  million  and  exercise  of  stock  options  and
warrants.

LOAN QUALITY

         The  Bank  attempts  to  manage  the risk  characteristics  of its loan
portfolio  through  various  control  processes,  such as credit  evaluation  of
borrowers,   establishment   of  lending  limits  and   application  of  lending
procedures,  including the holding of adequate collateral and the maintenance of
compensating  balances.  However,  the Bank seeks to rely  primarily on the cash
flow of its borrowers as the  principal  source of  repayment.  Although  credit
policies are designed to minimize risk,  management  recognizes that loan losses
will occur and the amount of these losses will  fluctuate  depending on the risk
characteristics  of the loan portfolio as well as general and regional  economic
conditions.

         The allowance for loan losses represents a reserve for potential losses
in the loan portfolio.  The adequacy of the allowance for loan loss is evaluated
periodically  based on a review  of all  significant  loans,  with a  particular
emphasis  on  non-accruing  loans;  past due and  other  loans  that  management
believes require special attention.

         For  significant   problem  loans,   management's  review  consists  of
evaluation of the  financial  strengths of the borrower and the  guarantor,  the
related  collateral,  and the effects of economic  conditions.  General reserves
against the remaining  loan  portfolio are based on analysis of historical  loan
loss  ratios,  loan  charge-offs,   delinquency   trends,   previous  collection
experience, and the risk rating on each individual loan along with an assessment
of the effects of external economic conditions.

         As of December 31, 2003, we had approximately  $794,135 in non-accruing
loans,  compared with $1.0 million in  non-accruing  loans at December 31, 2002.
Non-performing assets, expressed as a percentage

                                     - 29 -

<PAGE>

of total  assets,  decreased  to 0.5% at December 31, 2003 from 0.8% at December
31, 2002. At December 31, 2003, the allowance for loan losses  represented  284%
of non-accruing loans.

         The  provision  for loan  losses is a charge to earnings in the current
period to maintain the  allowance at a level  management  has  determined  to be
adequate  based upon factors noted above.  We provided  $923,070 for loan losses
for the year ended  December 31,  2003,  compared to $498,517 for the year ended
December 31, 2002. The increase  resulted  primarily to provide  coverage of the
higher level of loan growth in 2003 of $51.2 million,  compared to $31.9 million
in 2002.

         As of  December  31,  2003,  the  allowance  for loan  losses  was $2.3
million,  compared to the  December  31,  2002  balance of $1.3  million,  which
represents  an increase of $923,070 or 69.2%.  The growth in the  allowance  was
driven by the growth and mix in the loan portfolio.

         The following table summarizes the allowance activities:
<TABLE>
<CAPTION>

                                                         Years Ended December 31,
                                                     -------------------------------
                                                         2003              2002
                                                     -----------        -----------
<S>                                                  <C>               <C>
Allowance for loan losses, beginning of year .....   $   1,333,000     $     834,483
Loans charged off ................................          (1,000)             --
Recoveries .......................................           1,000              --
Provision for loan losses ........................         923,070           498,517
                                                     -------------     -------------
Allowance for loan losses, end of year ...........   $   2,256,070     $   1,333,000
                                                     =============     =============
Loans (net of deferred costs/fees)
   period-end balance ............................   $ 146,334,331     $  95,095,210
                                                     =============     =============
Allowance as percentage of period-end loan balance             1.5%              1.4%
                                                               ===               ===
</TABLE>

         Management's  judgment  as to the  level of future  losses on  existing
loans is based on its  internal  review  of the  loan  portfolio,  including  an
analysis of the borrowers'  current  financial  position,  the  consideration of
current and  anticipated  economic  conditions  and their  potential  effects on
specific  borrowers.   In  determining  the  collectibility  of  certain  loans,
management also considers the fair value of any underlying collateral.  However,
management's  determination  of the appropriate  allowance level is based upon a
number of assumptions about future events,  which are believed to be reasonable,
but which may or may not  prove  valid.  Thus,  there can be no  assurance  that
charge-offs  in future  period will not exceed the  allowance for loan losses or
that additional increases in the allowance for loan losses will not be required.
In addition an outside loan  reviewer  conducts an in dependent  analysis of the
loan loss reserve to ensure completeness.

INTEREST RATE SENSITIVITY AND LIQUIDITY

         Interest rate  sensitivity is an important  factor in the management of
the  composition  and  maturity  configurations  of earning  assets and  funding
sources.  The primary objective of  asset/liability  management is to ensure the
steady  growth of our primary  earnings  component,  net  interest  income.  Net
interest  income can fluctuate  with  significant  interest rate  movements.  To
lessen the impact of interest rate movements,  management endeavors to structure
the statement of financial condition so that re-pricing  opportunities exist for
both assets and liabilities in roughly  equivalent  amounts at approximately the
same time intervals.  Imbalances in these re-pricing  opportunities at any point
in time constitute interest rate sensitivity.

         The measurement of our interest rate  sensitivity,  or "gap," is one of
the principal techniques used in asset/liability management.  Interest sensitive
gap is the dollar difference between assets and liabilities that

                                     - 30 -

<PAGE>

are subject to interest-rate pricing within a given time period,  including both
floating  rate  or  adjustable  rate   instruments  and  instruments   that  are
approaching maturity.

         Our management and the Board of Directors  oversee the  asset/liability
management  function  through  the  asset/liability  committee  of the Board and
meeting periodically to monitor and manage the statement of financial condition,
control interest rate exposure,  and evaluate our pricing strategies.  The asset
mix of the statement of financial condition is continually evaluated in terms of
several  variables:  yield,  credit  quality,  appropriate  funding  sources and
liquidity.  Management  of  the  liability  mix of the  statement  of  financial
condition focuses on expanding the various funding sources.

         In  theory,  interest  rate risk can be  diminished  by  maintaining  a
nominal level of interest rate sensitivity.  In practice, this is made difficult
by a number of factors including  cyclical  variation in loan demand,  different
impacts on interest-sensitive assets and liabilities when interest rates change,
and the availability of funding sources. Accordingly, we undertake to manage the
interest-rate sensitivity gap by adjusting the maturity of an establishing rates
on  the  earning  asset  portfolio  and  certain  interest-bearing   liabilities
commensurate with management's  expectations  relative to market interest rates.
Management  generally  attempts  to  maintain a balance  between  rate-sensitive
assets and  liabilities  as the exposure  period is  lengthened  to minimize our
overall interest rate risk.

         RATE SENSITIVITY ANALYSIS. The interest rate sensitivity position as of
December 31, 2003 is presented in the table below.  Assets and  liabilities  are
scheduled  based on maturity or  re-pricing  data except for mortgage  loans and
mortgage-backed  securities that are based on prevailing prepayment  assumptions
and core deposits which are based on core deposit  studies done for banks in the
Mid-Atlantic   region.   The  difference  between   rate-sensitive   assets  and
rate-sensitive liabilities or the interest rate sensitivity gap, is shown at the
bottom of the table. As of December 31, 2003, our interest sensitive liabilities
exceeded interest  sensitive assets within a one year period by $11.5 million or
6.5% of total assets.
<TABLE>
<CAPTION>
                                                       AS OF DECEMBER 31, 2003
                                    ---------------------------------------------------------------
                                                     Over 3
                                                     Months        Over 1 Year     Over 3 Years
                                    3 MONTHS        Through          Through          Through
                                     OR LESS       12 Months         3 Years          5 Years
                                    --------       ---------       -----------     ------------
<S>                                 <C>           <C>              <C>              <C>
Interest-earning assets:
    Loans                           $26,136,660   $ 34,430,211     $ 20,254,081     $21,509,870
    Investment securities             4,219,680      1,428,683          101,310       1,016,985
    Federal funds sold                1,725,000              -                -               -
                                     ----------    -----------      -----------     -----------
    Total interest-earning
      assets                        $32,081,340   $ 35,858,894     $ 21,267,181     $22,526,855
                                     ==========    ===========     ============     ===========

Interest-bearing liabilities:
    Regular savings deposits        $ 3,789,317   $  3,789,317     $  3,789,317     $ 3,789,317
    NOW & money market
      savings deposits                4,028,163      4,028,163        4,018,163       4,028,163
    Time deposits                    16,586,184     36,208,144       23,914,963       6,087,029
    Borrowed funds                    5,000,000      3,750,000        1,060,000         590,123
                                     ----------    -----------      -----------     -----------
    Total interest-bearing
       liabilities
                                    $29,403,664   $ 47,775,624     $ 32,732,443     $14,494,632
                                     ==========    ===========     ============     ===========
Interest rate sensitive gap         $ 2,677,676   $(11,916,730)    $(11,465,262)    $ 8,032,223

Cumulative interest rate gap          2,677,676     (9,239,054)     (20,704,316)    $12,672,093

Ratio of rate sensitive assets  to
      rate-sensitive liabilities      1.09          0.75             0.65            1.55

<CAPTION>
                                                        AS OF DECEMBER 31, 2003
                                       ----------------------------------------------
                                        Over 5 Years
                                           Through         Over 15
                                          15 Years          Years           Total
                                        -------------      -------          -----
<S>                                      <C>             <C>             <C>
Interest-earning assets:
    Loans                                $38,270,933     $ 5,732,576     $146,334,331
    Investment securities                  1,552,748       5,890,828       15,122,034
    Federal funds sold                             -               -        1,725,000
                                          ----------      ----------      -----------
    Total interest-earning
      assets                             $39,823,681     $11,623,414    $ 163,181,365
                                         ===========     ===========     ============

Interest-bearing liabilities:
    Regular savings deposits             $ 3,789,317     $ 3,789,317      $22,735,902
    NOW & money market
      savings deposits                     4,028,164       4,028,164       24,168,980
    Time deposits                                  -               -       82,796,320
    Borrowed funds                                 -               -       10,340,123
                                          ----------      ----------      -----------
    Total interest-bearing
       liabilities
                                         $ 7,817,481     $ 7,817,481     $140,041,325
                                         ===========     ===========     ============
Interest rate sensitive gap              $32,006,200     $ 3,805,933      $23,140,040

Cumulative interest rate gap             $19,334,107     $23,140,040

Ratio of rate sensitive assets  to
      rate-sensitive liabilities          5.09            1.49
</TABLE>

                                     - 31 -
<PAGE>
     Liquidity  describes  our ability to meet the  financial  obligations  that
arise out of the ordinary  course of business.  Liquidity  addresses  the Bank's
ability to meet deposit  withdrawals  on demand or at contractual  maturity,  to
repay borrowings as they mature,  and to fund current and planned  expenditures.
Liquidity is derived from  increased  repayment and income from  earning-assets.
Our loan to  deposit  ratio was  97.5% and  102.7%  at  September  30,  2004 and
December 31, 2003, respectively. Funds received from new and existing depositors
provided a large source of liquidity for the nine-month  period ended  September
30, 2004.  The Bank seeks to rely  primarily on core deposits from  customers to
provide  stable and  cost-effective  sources of funding to support local growth.
The Bank also  seeks to  augment  such  deposits  with  longer  term and  higher
yielding  certificates  of deposit.  To the extent that retail  deposits are not
adequate  to  fund  customer  loan  demand,  liquidity  needs  can be met in the
short-term  funds  market.  Longer  term  funding  requirements  can be obtained
through  advances from the Federal Home Loan Bank ("FHLB").  As of September 30,
2004, the Bank maintained lines of credit with the FHLB of $15.8 million.

     As of  September  30,  2004,  the Bank's  investment  securities  portfolio
included $9.8 million of  mortgage-backed  securities  that provide  significant
cash flow each month.  Additionally,  another  $3.2  million is  available  in a
mutual fund that consists of adjustable  rate  mortgage-backed  securities.  The
majority of the  investment  portfolio is  classified  as available for sale, is
readily  marketable,  and is  available  to meet  liquidity  needs.  The  Bank's
residential  real estate  portfolio  includes loans,  which are  underwritten to
secondary  market  criteria,  and  provide an  additional  source of  liquidity.
Management  is  not  aware  of  any  known  trends,   demands,   commitments  or
uncertainties  that are  reasonably  likely  to result in  material  changes  in
liquidity.

OFF-BALANCE SHEET ARRANGEMENTS

     The Bank is a party to financial instruments with off-balance sheet risk in
the normal  course of business  to meet the  financing  needs of its  customers.
These  financial  instruments  include  commitments to extend credit and standby
letters of credit.  These instruments  involve, to varying degrees,  elements of
credit  risk in excess of the  amount  recognized  in the  consolidated  balance
sheet. The contract or notional amounts of these instruments  reflect the extent
of the Bank's involvement in these particular classes of financial  instruments.
The Bank's exposure to credit loss in the event of  nonperformance  by the other
party to the financial  instruments for commitments to extend credit and standby
letters of credit is represented by the  contractual or notional amount of those
instruments.  The Bank uses the same credit  policies in making  commitments and
conditional obligations as they do for on-balance sheet instruments.

     Commitments  to extend credit are  agreements to lend to a customer as long
as  there  is no  violation  of  any  condition  established  in  the  contract.
Commitments  generally have fixed expiration dates or other termination  clauses
and may require  payment of a fee. Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not necessarily
represent  future  cash   requirements.   The  Bank  evaluates  each  customer's
credit-worthiness on a case-by-case basis. The amount of collateral obtained, if
deemed  necessary  upon  extension of credit,  is based on  management's  credit
evaluation.   Collateral  held  varies  but  may  include  accounts  receivable,
inventory,   property,  plant  and  equipment  and  income-producing  commercial
properties.  As of December  31,  2003 and 2002,  commitments  to extend  credit
amounted to approximately $35.2 million and $25.2 million, respectively.

     Standby letters of credit are conditional commitments issued by the Bank to
guarantee  the  performance  of a customer  to a third  party.  The credit  risk
involved in issuing  letters of credit is essentially  the same as that involved
in extending  loan  facilities to  customers.  As of December 31, 2003 and 2002,
standby  letters of credit with  customers  were $2.3 million and $1.6  million,
respectively.

     The Bank does not issue or hold derivative  instruments  with the exception
of loan commitments and standby letters of credit.  These instruments are issued
in the ordinary course of business to meet customer

                                     - 32 -

<PAGE>

needs.  Commitments  to fund  fixed-rate  loans were  immaterial at December 31,
2003. Variable-rate  commitments are generally issued for less than one year and
carry market rates of interest.  Such  instruments are not likely to be affected
by annual rate caps triggered by rising interest rates. Management believes that
off-balance sheet risk is not material to the results of operations or financial
condition.

IMPACT OF INFLATION AND CHANGING PRICES

     The consolidated financial statements and notes thereto presented elsewhere
herein have been  prepared in  accordance  with  generally  accepted  accounting
principles,  which require the  measurement of financial  position and operating
results in terms of historical  dollars  without  considering  the change in the
relative purchasing power of money over time and due to inflation. The impact of
inflation is  reflected in the  increased  cost of our  operations.  Unlike most
industrial  companies,  nearly all of our assets are  monetary  in nature.  As a
result,  interest  rates have a greater  impact on our  performance  than do the
effects of general levels of inflation.  Interest rates do not necessarily  move
in the same direction or to the same extent as the price of goods and services.

RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2002,  the Financial  Accounting  Standards  Board (the "FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 148, "Accounting
for Stock-Based  Compensation - Transition and Disclosure - an amendment of FASB
Statement No. 123." This statement  provides  alternative  methods of transition
for a  voluntary  change  to the fair  value  based  method  of  accounting  for
stock-based  employee  compensation.  In  addition,  this  statement  amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based employee compensation and the effects of the method used on reported
results.

     In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment." This statement revises the original guidance contained in SFAS No. 123
and supersedes  Accounting  Principles Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees,  and its related implementation  guidance.  Under
SFAS No. 123 (revised 2004), a public entity such as Parke Bank will be required
to measure the cost of employee  services  received in exchange  for an award of
equity instruments based on the grant-date fair value of the award (with limited
exceptions)  and recognize such cost over the period during which an employee is
required to provide  service in  exchange  for the reward  (usually  the vesting
period). For stock options and similar  instruments,  grant-date fair value will
be estimated using option-pricing models adjusted for the unique characteristics
of  instruments  (unless  observable  market  prices  for the  same  or  similar
instruments are available).  For public entities,  such as Parke Bank, that file
as small  business  issuers,  SFAS No. 123 (revised 2004) is effective as of the
beginning  of the first  interim or annual  reporting  period that begins  after
December 15, 2005.

     The aforementioned  pronouncements  related to stock-based payments have no
effect on Parke Bank's historical consolidated financial statements as we do not
currently have any stock-based payment plans.  However,  the stock-based payment
plans  contemplated  within this  document,  consisting  of the stock option and
restricted stock award plans,  will be subject to the provisions of SFAS No. 123
(revised 2004). While the actual costs of our stock-based  payment plans will be
based on  grant-date  fair  value,  which  cannot be  determined  at this  time,
additional  information on the possible future costs of these plans can be found
in the section of this document  entitled Pro Forma Data, which appears on pages
24 to 30.

     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative  Instruments  and  Hedging  Activities."  This  statement  amends and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments embedded in other contracts, and for hedging activities

                                     - 33 -

<PAGE>

under SFAS No. 133. The amendments  set forth in SFAS No. 149 improve  financial
reporting  by  requiring  that  contracts  with  comparable  characteristics  be
accounted for similarly.  In particular,  this  statement  clarifies  under what
circumstances a contract with an initial net investment meets the characteristic
of a derivative as discussed in SFAS No. 133. In addition,  it clarifies  when a
derivative contains a financing component that warrants special reporting in the
statement  of  cash  flows.   SFAS  No.  149  amends   certain  other   existing
pronouncements.  Those  changes  will  result in more  consistent  reporting  of
contracts  that are  derivatives  in their  entirety  or that  contain  embedded
derivatives  that warrant separate  accounting.  This statement is effective for
contracts  entered into or modified  after  September 30, 2003,  and for hedging
relationships  designated  after  September  30, 2003.  The  guidance  should be
applied prospectively.  The provisions of this statement that relate to SFAS No.
133,  "Implementation Issues," that have been effective for fiscal quarters that
began prior to September 15, 2003,  should  continue to be applied in accordance
with their respective effective dates. In addition,  certain provisions relating
to forward purchases or sales of when-issued securities or other securities that
do not  yet  exist  should  be  applied  to  existing  contracts  as well as new
contracts  entered into after September 30, 2003. The adoption of this statement
did  not  have a  material  effect  on our  financial  position  or  results  of
operations.

     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
Financial Instruments with Characteristics of Both Liabilities and Equity." This
statement  establishes  standards  for how an  issuer  classifies  and  measures
certain  financial  instruments  with  characteristics  of both  liabilities and
equity.  It  requires  that an issuer  classify a financial  instrument  that is
within  its  scope as a  liability  (or an asset  in some  circumstances).  Such
instruments  may have been  previously  classified as equity.  This statement is
effective for financial instruments entered into or modified after May 31, 2003,
and  otherwise  is  effective  at the  beginning  of the  first  interim  period
beginning  after September 15, 2003. The adoption of this statement did not have
a material effect on our reported equity.

     In November  2002,  the FASB  issued  Interpretation  No. 45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of  Indebtedness  of Others." This  interpretation  elaborates on the
disclosures  to be made by a  guarantor  in its  interim  and  annual  financial
statements  about its obligations  under certain  guarantees that it has issued.
This  interpretation  clarifies  that a guarantor is required to  disclose:  the
nature of the guarantee,  including the approximate  term of the guarantee,  how
the  guarantee  arose,  and the events or  circumstances  that would require the
guarantor to perform under the guarantee; the maximum potential amount of future
payments under the guarantee;  the carrying amount of the liability, if any, for
the guarantor's  obligations  under the guarantee;  and the nature and extent of
any recourse provisions or available  collateral that would enable the guarantor
to recover  the  amounts  paid under the  guarantee.  This  interpretation  also
clarifies  that a guarantor  is required to  recognize,  at the  inception  of a
guarantee,  a liability  for the  obligations  it has  undertaken in issuing the
guarantee,  including its ongoing  obligation to stand ready to perform over the
term of the  guarantee  in the event  that the  specified  triggering  events or
conditions occur. The objective of the initial  measurement of that liability is
the fair value of the guarantee at its inception.  The initial  recognition  and
initial  measurement  provisions  of this  interpretation  are  applicable  on a
prospective  basis to  guarantees  issued or modified  after  December 31, 2002,
irrespective of the guarantor's fiscal year-end. The disclosure  requirements in
this interpretation are effective for financial  statements of interim or annual
periods ending after December 15, 2002. The adoption of this  interpretation did
not have a material effect on our financial position or results of operations.

     In  December  2003,  the  FASB  issued a  revision  to  Interpretation  46,
"Consolidation of Variable Interest  Entities," which established  standards for
identifying a variable  interest entity ("VIE") and for  determining  under what
circumstances  a VIE  should  be  consolidated  with  its  primary  beneficiary.
Application of this Interpretation is required in financial statements of public
entities  that have  interests in  special-purpose  entities for periods  ending
after  December  15,  2003.  Application  by public  entities,  other than small
business  issuers,  for  all  other  types  of  VIEs is  required  in  financial
statements for periods ending

                                     - 34 -

<PAGE>

after March 15, 2004. Small business issuers must apply this  Interpretation  to
all other types of VIEs at the end of the first  reporting  period  ending after
December 15, 2004.  The adoption of this  Interpretation  has not had and is not
expected  to have a  material  effect on our  financial  position  or results of
operations.

                           MARKET PRICES AND DIVIDENDS

GENERAL

     The Bank's common stock has been traded in the over the counter  market and
listed on the Nasdaq Stock  Market  under the trading  symbol of "PKBK" since it
commenced  trading upon  completion of our public offering on November 26, 2002.
The  following   table   reflects  high  and  low  bid  prices  as  reported  on
www.nasdaq.com  for the calendar  quarters  indicated.  The  quotations  reflect
inter-dealer prices, without retail mark-up,  markdown or commission and may not
represent  actual  transactions.  Prices  reflect a 10% stock  dividend  paid in
November 2003 and a 20% stock dividend paid in December 2004.


QUARTER ENDED                                         HIGH          LOW
- -------------                                         ----          ---
March 31, 2003                                     $    9.50    $    9.45
June 30, 2003                                      $    9.45    $    9.08
September 30, 2003                                 $   11.41    $   10.30
December 31, 2003                                  $   15.21    $   10.93
March 31, 2004                                     $   14.58    $   14.08
June 30, 2004                                      $   14.33    $   13.29
September 30, 2004                                 $   14.60    $   13.47
December 31, 2004                                  $   19.45    $   14.00
March 31, 2005 (through March 16, 2005)

         The number of  shareholders  of record of common  stock as of March 16,
2005,  was  approximately  ____.  This does not reflect the number of persons or
entities who held stock in nominee or "street"  name through  various  brokerage
firms.  At March 16,  2005,  there were  ___________  shares of our common stock
outstanding. To date, the Bank has not paid cash dividends.

         Because Parke Bancorp,  Inc. is a newly formed  corporation and has not
yet issued stock, no information is provided as to historical  market prices for
Parke Bancorp, Inc.'s common stock. There can be no assurance that following the
Reorganization Parke Bancorp, Inc.'s common stock will be quoted or traded at or
above the current value of the Bank's common stock.

         Holders of Parke Bancorp, Inc. common stock will be entitled to receive
dividends when, and if declared by the Board of Directors of Parke Bancorp, Inc.
out of funds  legally  available  therefor.  The  timing  and  amount  of future
dividends  will be within  the  discretion  of the Board of  Directors  of Parke
Bancorp, Inc. and will depend on the consolidated earnings, financial condition,
liquidity, and capital requirements of Parke Bancorp, Inc. and its subsidiaries,
applicable  governmental  regulations  and policies,  and other  factors  deemed
relevant by the Board. To date, the Bank has not paid cash dividends. Currently,
it is not  anticipated  that the dividend  policy of Parke  Bancorp,  Inc.  will
differ from the present dividend policy of the Bank.

DIVIDEND RESTRICTIONS IMPOSED ON PARKE BANCORP, INC.

         Certain restrictions generally imposed on corporations  incorporated in
New Jersey may have an impact on Parke Bancorp,  Inc.'s ability to pay dividends
to its shareholders. New Jersey law provides that

                                     - 35 -

<PAGE>

dividends may not be paid if it would cause the  corporation to be unable to pay
its debts as they  become due in the normal  course of  business  or if it would
cause the corporation's total assets to be less than its total liabilities.

DIVIDEND RESTRICTIONS IMPOSED ON THE BANK

     After the  Reorganization,  dividends  from the Bank will be Parke Bancorp,
Inc.'s  primary source of funds for the payment of dividends  because  initially
Parke Bancorp,  Inc. will have no source of income other than such dividends and
the capital contributed to Parke Bancorp,  Inc. by the Bank immediately prior to
consummation of the Reorganization. The following restrictions on the payment of
dividends by the Bank will  continue to apply to  dividends  paid by the Bank to
the Holding Company.

     Under  the New  Jersey  Banking  Act of 1948,  a bank may  declare  and pay
dividends  only if after  payment of the dividend the capital  stock of the bank
will be unimpaired  and either the bank will have a surplus of not less than 50%
of its capital  stock or the payment of the dividend  will not reduce the bank's
surplus.

     The future  dividend  policy of the Bank is  subject to certain  regulatory
considerations  and to the discretion of the Board of Directors and depends upon
a number of  factors,  including  operating  results,  financial  condition  and
general business conditions.  Holders of the Bank's common stock are entitled to
receive  dividends  as, if, and when  declared by the Board of  Directors of the
Bank out of funds legally available  therefore,  subject to the restrictions set
forth in New Jersey law and the Federal Deposit  Insurance Act. Under New Jersey
law, the directors of a New Jersey  state-chartered  bank, such as the Bank, are
permitted to declare  dividends  on common stock -only if, after  payment of the
dividend,  the capital stock of the Bank will be unimpaired  and either the Bank
will have a surplus  (additional  paid-in  capital)  of not less than 50% of its
capital stock or the payment of the dividend will not reduce the Bank's surplus.

     The Federal  Deposit  Insurance  Act  generally  prohibits  all payments of
dividends by any insured bank that is in default of any  assessment to the FDIC.
Additionally,  because the FDIC may  prohibit a bank from  engaging in unsafe or
unsound  practices,  it is possible  that under certain  circumstances  the FDIC
could claim that a dividend payment  constitutes an unsafe or unsound  practice.
The New Jersey  Department  of Banking and  Insurance has similar power to issue
cease and desist  orders to  prohibit  what might  constitute  unsafe or unsound
practices. The payment of dividends may also be affected by other factors (e.g.,
the  need  to  maintain   adequate   capital  or  to  meet  loan  loss   reserve
requirements).

                         BUSINESS OF PARKE BANCORP, INC.

     Parke Bancorp, Inc. is currently a non-operating,  shell corporation.  Upon
the  completion  of the  Reorganization,  the Bank  will  become a  wholly-owned
subsidiary of Parke Bancorp, Inc. and each shareholder of the Bank will become a
shareholder of Parke Bancorp,  Inc. with the same respective  ownership interest
therein as presently held in the Bank.

     Immediately after consummation of the  Reorganization,  it is expected that
Parke Bancorp,  Inc. will not engage in any business activity other than to hold
all of the stock of the Bank. It is  anticipated,  however,  that Parke Bancorp,
Inc.  in the future will begin to explore the  feasibility  of other  investment
opportunities,  including  possible  diversification  through  acquisitions  and
mergers, although no specific future plans are being considered at this time.

     The initial Board of Directors of Parke Bancorp,  Inc. consists of three of
the current  directors of the Bank.  The  directors of Parke  Bancorp,  Inc. are
divided into three classes, each class as nearly equal in

                                     - 36 -

<PAGE>

number as  possible,  and each  class to serve  for a three  year  period,  with
approximately one-third of the directors elected each year.

     The nine directors  currently serving on the Board of Directors of the Bank
who are not the initial  directors  of Parke  Bancorp,  Inc.  are expected to be
added to the Board of Parke  Bancorp,  Inc. on or about January 2007.  The three
initial  directors  intend to add nine new seats to the Board of Parke  Bancorp,
Inc. and appoint the nine directors who currently  serve on the Bank's Board who
are not initial  directors of Parke Bancorp,  Inc. to these new seats. The three
initial  directors  may do so by board  action.  These nine  directors  would be
divided  evenly  into the three  classes of the Board and would  serve until the
next following  annual meeting of shareholders  of Parke Bancorp,  Inc. at which
they would be nominated by the Board for  reelection  into those three  classes.
The result will be that Parke  Bancorp,  Inc. will have a twelve member Board of
Directors with four directors in each class, each serving a three-year term.

     The following  executive  officers of the Bank are currently serving as the
executive officers of Parke Bancorp, Inc.:

   Vito S. Pantilione       President and Chief Executive Officer
   Ernest D. Huggard        Senior Vice President and Chief Financial Officer
   David O. Middlebrook     Senior Vice President and Corporate Secretary

     It is currently expected that, unless Parke Bancorp,  Inc. becomes actively
involved in the operation or acquisition of additional  savings  institutions or
other  businesses,  no separate  compensation  will be paid to the directors and
employees of Parke Bancorp, Inc. However, Parke Bancorp, Inc. may determine that
separate  compensation  is appropriate in the future.  Because the directors and
employees of the Bank will not initially be compensated  by Parke Bancorp,  Inc.
but will continue to serve and be compensated by the Bank, no new benefits plans
are  anticipated  at this time.  The Bank will  continue to maintain its current
benefit programs.  The Company is not expected to initially own or lease real or
personal property.  Instead, it intends to utilize the premises,  equipment, and
furniture of the Bank without the direct payment of any rental fees to the Bank.

                             BUSINESS OF PARKE BANK

GENERAL

     The Bank is a New Jersey-chartered  commercial bank, incorporated in August
1998. It commenced operations in January 1999. The Bank's deposits are currently
FDIC insured,  and the Bank is regulated by the New Jersey Department of Banking
and Insurance and the FDIC.

     The Bank  maintains  its principal  office at 601 Delsea Drive,  Washington
Township,  New  Jersey  in the Parke  Place  age-restricted  community.  It also
conducts business through a branch office in Northfield,  New Jersey that opened
in September  2002. The Bank opened another office in Washington  Township,  New
Jersey,  adjacent to Kennedy Memorial  Hospitals - University Medical Center, in
February 2003. The Bank is a full service  commercial  bank, with an emphasis on
providing  personal and business  financial services to individuals and small to
mid-sized businesses in Gloucester, Atlantic and Cape May Counties in New Jersey
and the Philadelphia  area in  Pennsylvania.  At December 31, 2003, the Bank had
assets of $174.0 million, deposits of $142.4 million and shareholders' equity of
$20.0 million.

     The Bank has one subsidiary,  Parke Capital Markets,  a corporation,  which
was  formed in 2001 to  generate  fee  income  from  capital  markets  financing
activities, which include term financings. At December 31, 2003, the Bank had 24
full-time and 4 part-time employees.

                                     - 37 -

<PAGE>

     The Bank focuses its commercial  loan  originations  on small and mid-sized
business (generally up to $5 million in annual sales).  Commercial loan products
include  residential  and commercial  real estate  construction  loans;  working
capital loans and lines of credit;  demand,  term and time loans; and equipment,
inventory and accounts receivable financing.  Residential  construction loans in
tract  development are also included in the commercial  loan category.  The Bank
also offers a range of deposit products to its commercial customers.  Commercial
customers  also have the ability to use overnight  depository,  ACH activity and
wire transfer service, all at reduced rates.

     The  Bank's  retail  banking  activities  emphasize  consumer  deposit  and
checking  accounts.  An extensive range of these services is offered by the Bank
to meet the varied  needs of its  customers  in all age  groups.  In addition to
traditional  products and services,  the Bank offers  contemporary  products and
services, such as debit cards and Internet banking. Retail lending activities by
the Bank include residential  mortgage loans, home equity lines of credit, fixed
rate second mortgages, new and used auto loans and overdraft protection.

MARKET AREA

     Substantially  all of the Bank's  business is with  customers in its market
areas of Southern New Jersey and the Philadelphia area of Pennsylvania.  Most of
the Bank's customers are individuals and small and medium-sized businesses which
are  dependent  upon the  regional  economy.  Adverse  changes in  economic  and
business  conditions  in the Bank's  markets could  adversely  affect the Bank's
borrowers, their ability to repay their loan and to borrow additional funds, and
consequently the Bank's financial condition and performance.

     Additionally,  most of the Bank's loans are secured by real estate  located
in Southern New Jersey and the  Philadelphia  area. A decline in local  economic
conditions could adversely affect the values of such real estate.  Consequently,
a decline in local  economic  conditions may have a greater effect on the Bank's
earnings  and  capital  than on the  earnings  and  capital of larger  financial
institutions whose real estate loan portfolios are geographically diverse.

COMPETITION

     The Bank faces significant competition, both in making loans and attracting
deposits.  The Bank's  competition  in both areas comes  principally  from other
commercial banks,  thrift and savings  institutions,  including savings and loan
associations  and credit  unions,  and other  types of  financial  institutions,
including  brokerage firms and credit card companies.  The Bank faces additional
competition  for deposits  from  short-term  money market mutual funds and other
corporate and government securities funds.

     Most of the  Bank's  competitors,  whether  traditional  or  nontraditional
financial  institutions,   have  a  longer  history  and  significantly  greater
financial  and  marketing  resources  than does the Bank.  Among the  advantages
certain of these  institutions  have over the Bank are their  ability to finance
wide-ranging and effective advertising campaigns,  to access international money
markets and to allocate their  investment  resources to regions of highest yield
and demand.  Major banks  operating  in the  primary  market area offer  certain
services,  such as  international  banking  and  trust  services,  which are not
offered directly by the Bank.

     In  commercial  transactions,  the Bank's legal  lending  limit to a single
borrower enables the Bank to compete effectively for the business of individuals
and smaller enterprises. However, the Bank's legal lending limit is considerably
lower  than that of various  competing  institutions,  which have  substantially
greater capitalization. The Bank has a relatively smaller capital base than most
other competing  institutions  which,  although above regulatory  minimums,  may
constrain the Bank's effectiveness in competing for loans.

                                     - 38 -

<PAGE>

LENDING ACTIVITIES

     COMPOSITION OF LOAN PORTFOLIO. Set forth below is selected data relating to
the  composition  of the  Bank's  loan  portfolio  by type of loan at the  dates
indicated.(1)
<TABLE>
<CAPTION>
                                                                         December 31,
                                        -------------------------------------------------------------------------------------
                                               2003                            2002                          2001
                                        -------------------------       -------------------------      ----------------------
                                           Amount         Percent         Amount          Percent        Amount        Percent
                                        ------------      -------       -----------       -------      -----------     ------
<S>                                     <C>                 <C>         <C>                 <C>        <C>               <C>
Commercial........................      $  8,799,899         6.0%       $ 7,035,669          7.4%      $ 7,013,258        11.1%
Real estate construction:
    Residential...................         2,164,811         1.5          1,370,266          1.4         1,491,077         2.4
    Commercial....................        29,896,562        20.4         17,122,397         18.0         6,912,656        10.9
Real estate mortgage:
    Residential...................        18,013,087        12.3         13,188,780         13.9        10,417,895        16.5
    Commercial....................        84,054,063        57.5         53,503,768         56.3        35,550,050        56.2
Consumer..........................         3,405,909         2.3          2,874,330          3.0         1,852,236         2.9
                                        ------------      ------        -----------        -----       -----------       -----
         Total loans..............      $146,334,331       100.0%       $95,095,210        100.0%      $63,237,172       100.0%
                                        ============      ======        ===========        =====       ===========       =====

<CAPTION>
                                                              December 31,
                                          ----------------------------------------------------------
                                                  2000                           1999
                                          --------------------------     ---------------------------
                                             Amount          Percent        Amount          Percent
                                          -----------        -------     -----------       ---------
<S>                                       <C>                 <C>         <C>                <C>
Commercial........................        $ 4,647,089          12.4%      $ 7,262,680         44.9%
Real estate construction:
    Residential...................            588,830           1.6           524,547          3.2
    Commercial....................         10,190,251          27.2         3,225,128         19.9
Real estate mortgage:
    Residential...................          5,929,074          15.9         2,477,177         15.3
    Commercial....................         14,707,083          39.3         2,081,248         12.8
Consumer..........................          1,336,419           3.6           631,366          3.9
                                          -----------         -----       -----------        -----
         Total loans..............        $37,398,746         100.0%      $16,202,146        100.0%
                                          ===========         =====       ===========        =====
<FN>
(1) Amounts presented include adjustments for related unamortized deferred costs
    and fees.
</FN>
</TABLE>


                                     - 39 -

<PAGE>

     LOAN MATURITY.  The following table sets forth the contractual  maturity of
certain loan categories at December 31, 2003.
<TABLE>
<CAPTION>
                                                                    Due after
                                                Due within          1 through           Due after
                                                  1 year             5 years             5 years              Total
                                                ----------          ----------         ------------           -----
<S>                                              <C>                 <C>                <C>                <C>
    Commercial................................  $ 3,465,068          $4,205,807         $1,129,024           $ 8,799,899
    Real estate construction:
      Residential...........................      2,041,629             123,182                  -             2,164,811
      Commercial............................     27,002,074           2,894,488                  -            29,896,562
                                                -----------          ----------         ----------           -----------
           Total amount due.................    $32,508,771          $7,223,477         $1,129,024           $40,861,272
                                                ===========          ==========         ==========           ===========
</TABLE>

         The  following  table sets forth the dollar  amount of loans in certain
loan categories due after December 31, 2004, which have  predetermined  interest
rates and which have floating or adjustable interest rates.
<TABLE>
<CAPTION>
                                                                                Floating or
                                                           Fixed Rates(1)      Adjustable Rates          Total
                                                           --------------     -----------------      ----------

<S>                                                         <C>                 <C>                  <C>
Commercial.......................................           $4,704,729          $   630,102          $5,334,831
Real estate construction:
    Residential..................................              123,182                    -             123,182
    Commercial...................................            1,454,763            1,439,725           2,894,488
                                                            ----------           ----------          ----------
         Total...................................           $6,282,674           $2,069,827          $8,352,501
                                                            ==========           ==========          ==========
<FN>
______________
(1)      Construction loans are adjustable rate loans,  however, due to interest
         rate floors, they have been reclassified as fixed rate loans.
</FN>
</TABLE>

         COMMERCIAL  LOANS.  The Bank  originates  secured  loans  for  business
purposes. Loans are made to provide working capital to businesses in the form of
lines of  credit,  which may be  secured by real  estate,  accounts  receivable,
inventory,  equipment or other assets. The financial  condition and cash flow of
commercial  borrowers  are closely  monitored  by the  submission  of  corporate
financial statements,  personal financial statements and income tax returns. The
frequency of submissions of required financial  information  depends on the size
and  complexity  of the credit and the  collateral  that  secures the loan.  The
Bank's general policy is to obtain  personal  guarantees  from the principals of
the commercial loan borrowers.  Such loans are made to businesses located in the
Bank's market area.

         Commercial  business loans  generally  involve a greater degree of risk
than residential  mortgage loans and carry larger loan balances.  This increased
credit  risk is a result of several  factors,  including  the  concentration  of
principal  in  a  limited  number  of  loans  and  borrowers,  the  mobility  of
collateral,  the  effects  of  general  economic  conditions  and the  increased
difficulty of evaluating and monitoring these types of loans. Unlike residential
mortgage loans,  which generally are made on the basis of the borrower's ability
to make  repayment  from his or her  employment  and other  income and which are
secured by real  property  whose value  tends to be more  easily  ascertainable,
commercial  business  loans  typically  are made on the basis of the  borrower's
ability to make repayment from the cash flow of the  borrower's  business.  As a
result, the availability of funds for the repayment of commercial business loans
may be  substantially  dependent on the success of the  business  itself and the
general  economic  environment.  If the cash flow from  business  operations  is
reduced, the borrower's ability to repay the loan may be impaired.


                                     - 40 -

<PAGE>

         REAL ESTATE DEVELOPMENT AND CONSTRUCTION LOANS. The Bank has emphasized
the origination of construction  loans to individuals and real estate developers
in its market area. The advantages of  construction  lending are that the market
is typically less competitive than more standard mortgage products, the interest
rate  typically  charged is a variable  rate,  which permits the Bank to protect
against sudden changes in its costs of funds,  and the fees or "points"  charged
by the  Bank to its  customers  can be  amortized  over  the  shorter  term of a
construction  loan,  typically,  one to two  years,  which  permits  the Bank to
recognize  income  received over a shorter period of time. The Bank from time to
time structures  construction  loans in excess of the legal lending limit of the
Bank,  with  respect  to which the Bank  sells  participation  interests  in the
construction  loans  to other  lenders,  while  maintaining  and  servicing  the
construction loan.

         The Bank  provides  interim  real estate  acquisition  development  and
construction  loans to builders  and  developers.  Real estate  development  and
construction  loans to provide  interim  financing  on the property are based on
acceptable  percentages of the appraised value of the property securing the loan
in each case. Real estate  development and construction loan funds are disbursed
periodically  at  pre-specified  stages of  completion.  Interest rates on these
loans are generally  adjustable.  The Bank  carefully  monitors these loans with
on-site inspections and control of disbursements. These loans are generally made
on properties located in the Bank's market area.

         Development and construction  loans are secured by the properties under
development and personal guarantees are typically  obtained.  Further, to assure
that reliance is not placed solely in the value of the underlying property,  the
Bank  considers the financial  condition and  reputation of the borrower and any
guarantors,  the amount of the  borrower's  equity in the  project,  independent
appraisals, costs estimates and pre-construction sale information.

         Loans to residential  builders are for the  construction of residential
homes for which a binding sales contract exists and the prospective  buyers have
been  pre-qualified  for  permanent  mortgage  financing.  Loans to  residential
developers  are made only to developers  with a proven sales record.  Generally,
these loans are extended only when the borrower  provides evidence that the lots
under development will be sold to potential buyers satisfactory to the Bank.

         The Bank also  originates  loans to  individuals  for  construction  of
single  family   dwellings.   These  loans  are  for  the  construction  of  the
individual's primary residence. They are typically secured by the property under
construction,   occasionally  include  additional  collateral  (such  as  second
mortgage on the borrower's present home), and commonly have maturities of six to
twelve months.

         Construction  financing  is labor  intensive  for the  Bank,  requiring
employees of the Bank to expend substantial time and resources in monitoring and
servicing  each  construction  loan to  completion.  Construction  financing  is
generally  considered to involve a higher degree of risk of loss than  long-term
financing on improved, occupied real estate. Risk of loss on a construction loan
is dependent largely upon the accuracy of the initial estimate of the property's
value  at  completion  of  construction   and   development,   the  accuracy  of
projections,  such as the sales of homes or the  future  leasing  of  commercial
space,  and  the  accuracy  of  the  estimated  cost  (including   interest)  of
construction.  Substantial deviations can occur in such projections.  During the
construction  phase,  a number  of  factors  could  result  in  delays  and cost
overruns.  If the estimate of  construction  costs proves to be inaccurate,  the
Bank may be required to advance funds beyond the amount originally  committed to
permit  completion  of the  development.  If the  estimate of value proves to be
inaccurate, the Bank may be confronted, at or prior to the maturity of the loan,
with a project having a value which is  insufficient  to assure full  repayment.
Also,  a  construction  loan that is in default can cause  problems for the Bank
such as designating  replacement builders for a project,  considering  alternate
uses for the project and site and  handling  any  structural  and  environmental
issues that might arise.

                                     - 41 -

<PAGE>

         COMMERCIAL  REAL ESTATE MORTGAGE  LOANS.  The Bank originates  mortgage
loans secured by  commercial  real estate.  Such loans are primarily  secured by
office  buildings,  retail  buildings,  warehouses and general purpose  business
space.  Although terms may vary, the Bank's commercial  mortgages generally have
maturities of twenty years, but re-price within five years.

         Loans  secured  by  commercial  real  estate are  generally  larger and
involve a greater degree of risk than one- to four-family  residential  mortgage
loans. Of primary concern, in commercial and multi-family real estate lending is
the borrower's  creditworthiness  and the feasibility and cash flow potential of
the project.  Payments on loans secured by income properties are often dependent
on successful operation or management of the properties.  As a result, repayment
of such loans may be subject to a greater  extent than  residential  real estate
loans to adverse conditions in the real estate market or the economy.

         The Bank seeks to reduce the risks associated with commercial  mortgage
lending by generally  lending in its primary market area and obtaining  periodic
financial  statements  and tax  returns  from  borrowers.  It is also the Bank's
general  policy  to  obtain  personal  guarantees  from  the  principals  of the
borrowers and assignments of all leases related to the collateral.

         RESIDENTIAL REAL ESTATE MORTGAGE LOANS. The Bank originates  adjustable
and fixed-rate  residential  mortgage  loans.  Such mortgage loans are generally
originated under terms, conditions and documentation acceptable to the secondary
mortgage  market.  Although  the Bank has  placed  all of these  loans  into its
portfolio,  a  substantial  majority of such loans can be sold in the  secondary
market or pledged for potential borrowings.

         CONSUMER  LOANS.  The Bank  offers a variety of consumer  loans.  These
loans are typically  secured by  residential  real estate or personal  property,
including  automobiles.  Home equity loans  (closed-end and lines of credit) are
typically  made up to 80% of the  appraised  or assessed  value of the  property
securing the loan in each case,  less the amount of any existing  prior liens on
the property,  and generally have maximum terms of ten years,  although the Bank
does  offer a 90% loan to value  product if  certain  conditions  related to the
borrower and property are satisfied.  The interest rates on second mortgages are
generally  fixed,  while  interest  rates on home  equity  lines of  credit  are
variable.

         LOANS TO ONE BORROWER.  Federal regulations limit loans to one borrower
in an amount  equal to 15% of  unimpaired  capital and  unimpaired  surplus.  At
December 31, 2003, the Bank's loan to one borrower limit was approximately  $3.1
million  and the Bank had ten  borrowers  with loan  balances  in excess of $2.5
million.  At December  31, 2003,  the Bank's  largest loan to one borrower was a
loan for construction  and  development,  with a balance of $4.6 million and was
secured by real estate.  This loan is scheduled to be funded in stages after the
houses are sold. At December 31, 2003,  this loan was current and  performing in
accordance with the terms of the loan agreement.

         The size of loans which the Bank can offer to  potential  borrowers  is
less than the size of loans  which many of the Bank's  competitors  with  larger
capitalization  are able to offer.  The Bank may  engage in loan  participations
with  other  banks  for  loans in excess of the  Bank's  legal  lending  limits.
However, no assurance can be given that such participations will be available at
all or on terms which are favorable to the Bank and its customers.

                                     - 42 -

<PAGE>

NON-PERFORMING AND PROBLEM ASSETS

         NON-PERFORMING ASSETS. Non-accrual loans are those on which the accrual
of interest has ceased.  Loans are generally placed on non-accrual status if, in
the opinion of management, collection is doubtful, or when principal or interest
is past due 90 days or more unless the  collateral is  considered  sufficient to
cover  principal  and  interest  and the loan is in the  process of  collection.
Interest accrued,  but not collected at the date a loan is placed on non-accrual
status,  is reversed  and  charged  against  interest  income.  Subsequent  cash
receipts are applied either to the outstanding principal or recorded as interest
income,  depending on  management's  assessment  of ultimate  collectibility  of
principal  and  interest.  Loans are  returned  to an  accrual  status  when the
borrower's ability to make periodic principal and interest payments has returned
to normal  (i.e.,  brought  current  with  respect to  principal  or interest or
restructured)  and the paying  capacity of the  borrower  and/or the  underlying
collateral is deemed sufficient to cover principal and interest.

         Impaired  loans are  measured  based on the  present  value of expected
future  discounted cash flows, the market price of the loan or the fair value of
the underlying collateral if the loan is collateral  dependent.  The recognition
of  interest  income  on  impaired  loans is the same as for  non-accrual  loans
discussed above

         The following table sets forth information  regarding non-accrual loans
at the dates indicated.
<TABLE>
<CAPTION>
                                                                                       At December 31,
                                                            ------------------------------------------------------------------
                                                             2003            2002            2001           2000         1999
                                                            -------       ---------         -------       --------      ------
<S>                                                        <C>                             <C>           <C>           <C>
Loans accounted for on a non-accrual basis:
Commercial..........................................       $      -      $        -        $      -      $       -     $     -
Real estate construction:
    Residential.....................................        263,000         289,000               -              -           -
    Commercial......................................              -               -               -              -           -
Real estate mortgage:
    Residential.....................................        431,135               -               -              -           -
    Commercial......................................              -         742,067         745,000              -           -
Consumer............................................              -               -               -              -           -
                                                            -------       ---------         -------       --------      ------
     Total..........................................        794,135       1,031,067         745,000              -           -
                                                            -------       ---------         -------       --------      ------
Accruing loans delinquent 90 days or more:
Commercial..........................................              -               -               -              -           -
Real estate construction:
    Residential.....................................              -               -               -              -           -
    Commercial......................................              -               -               -              -           -
Real estate mortgage:
    Residential.....................................              -               -               -              -           -
    Commercial......................................              -          50,000               -              -           -
Consumer............................................              -               -               -              -           -
                                                            -------       ---------         -------       --------      ------
     Total..........................................              -          50,000         745,000              -           -
                                                            -------       ---------         -------       --------      ------
          Total non-performing loans................       $794,135      $1,081,067        $745,000      $       -     $
                                                            =======       =========         =======       ========      ======
Total non-performing loans as a
   percentage of net loans..........................          0.55%           1.15%           1.19%          0.00%        0.00%
                                                            =======       =========         =======       ========      ======
</TABLE>

         CLASSIFIED  ASSETS.  Federal  Regulations  provide for a classification
system for problem  assets of insured  institutions.  Under this  Classification
System,  problem assets of insured  institutions  are classified as substandard,
doubtful or loss. An asset is considered  "substandard" if it involves more than
an  acceptable  level  of  risk  due  to a  deteriorating  financial  condition,
unfavorable history of the borrower, inadequate

                                     - 43 -

<PAGE>

payment  capacity,  insufficient  security or other negative  factors within the
industry,   market  or  management.   Substandard  loans  have  clearly  defined
weaknesses which can jeopardize the timely payments of the loan.

         Assets  classified  as "doubtful"  exhibit all of the weakness  defined
under  the  Substandard  Category  but  with  enough  risk  to  present  a  high
probability  of  some  principal  loss  on the  loan,  although  not  yet  fully
ascertainable  in  amount.  Assets  classified  as "loss"  are those  considered
un-collectable  or of little value, even though a collection effort may continue
after the classification and potential charge-off.

         The  Bank  also  internally   classifies  certain  assets  as  "special
mention;"  such assets do not  demonstrate a current  potential for loss but are
monitored in response to negative trends which, if not reversed, could lead to a
substandard rating in the future.

         When  an  insured  institution  classifies  problem  assets  as  either
"substandard"  or  "doubtful,"  it may establish  specific  allowances  for loan
losses in an amount deemed  prudent by management.  When an insured  institution
classifies  problem  assets as "loss," it is  required  either to  establish  an
allowance  for losses equal to 100% of that portion of the assets so  classified
or to charge off such amount.

         At December 31, 2003, the Bank had assets classified as follows:


Special mention..................................           $3,780,000
Substandard......................................              830,000
Doubtful.........................................              461,000
Loss.............................................                    -
                                                             ---------
     Total.......................................           $5,071,000
                                                             =========

         FORECLOSED REAL ESTATE. Real estate acquired by the Bank as a result of
foreclosure or by deed in lieu of foreclosure is classified as real estate owned
until  such  time as it is sold.  When  real  estate  owned is  acquired,  it is
recorded at the lower of the unpaid principal balance of the related loan or its
fair value less disposal  costs.  Any write-down of real estate owned is charged
to operations. At December 31, 2003, the Bank had no real estate owned.

         ALLOWANCE FOR LOSSES ON LOANS AND REAL ESTATE  OWNED.  It is the policy
of  management to provide for losses on  unidentified  loans in its portfolio in
addition  to  classified  loans.  A  provision  for loan  losses is  charged  to
operations  based on management's  evaluation of the inherent losses that may be
incurred in the Bank's loan  portfolio.  Management also  periodically  performs
valuations of Real Estate Owned and establishes allowances to reduce book values
of the properties to their net realizable values when necessary.

         Management's  judgment  as to the  level of future  losses on  existing
loans is based on its  internal  review  of the  loan  portfolio,  including  an
analysis of the borrowers'  current  financial  position,  the  consideration of
current and  anticipated  economic  conditions  and their  potential  effects on
specific  borrowers.   In  determining  the  collectibility  of  certain  loans,
management also considers the fair value of any underlying collateral.  However,
management's  determination  of the appropriate  allowance level is based upon a
number of assumptions about future events,  which are believed to be reasonable,
but which may or may not  prove  valid.  Thus,  there can be no  assurance  that
charge-offs  in future  period will not exceed the  allowance for loan losses or
that additional increases in the allowance for loan losses will not be required.

                                     - 44 -

<PAGE>



         The following table sets forth  information  with respect to the Bank's
allowance for losses on loans at the dates and for the periods indicated.
<TABLE>
<CAPTION>
                                                                 For the Year Ended December 31,
                                        -----------------------------------------------------------------------------------
                                             2003              2002             2001              2000               1999
                                        ------------      ------------     ------------      ------------     -------------

<S>                                    <C>               <C>              <C>               <C>              <C>
Balance at beginning of period .....    $  1,333,000      $    834,483     $    467,484      $    186,322     $          --
Charge-offs:
Commercial .........................              --                --           (7,000)               --                --
Real estate construction: ..........              --                --               --                --                --
    Residential
    Commercial .....................              --                --               --                --                --
Real estate mortgage: ..............              --                --               --                --                --
    Residential ....................              --                --               --                --                --
    Commercial .....................              --                --               --                --                --
Consumer ...........................          (1,000)               --               --            (2,731)               --
                                        ------------      ------------     ------------      ------------     -------------
     Total charge-offs: ............    $     (1,000)     $         --     $     (7,000)     $     (2,731)    $          --
                                        ------------      ------------     ------------      ------------     -------------

Recoveries:
Commercial .........................    $         --      $         --     $         --      $         --     $          --
Real estate construction: ..........              --                --               --                --                --
    Residential
    Commercial .....................              --                --               --                --                --
Real estate mortgage: ..............              --                --               --                --                --
    Residential ....................              --                --               --                --                --
    Commercial .....................              --                --               --                --                --
Consumer ...........................           1,000                --               --                --                --
                                        ------------      ------------     ------------      ------------     -------------
     Total recoveries ..............    $      1,000      $         --     $         --      $        --      $          --
                                        ------------      ------------     ------------      ------------     -------------

Net charge-offs ....................    $         --      $         --     $     (7,000)     $     (2,731)    $          --
                                        ------------      ------------     ------------      ------------     -------------
Provision for loan losses ..........    $    923,070      $    498,517     $    373,999      $    283,893     $     186,322
                                        ============      ============     ============      ============     =============
Balance at end of period ...........    $  2,256,070      $  1,333,000     $    834,483      $    467,484     $     186,322
                                        ============      ============     ============      ============     =============

Period-end loans outstanding (net of
    deferred costs/fees) ...........    $146,334,331      $ 95,095,210     $ 63,237,172      $ 37,398,746     $  16,202,146
                                        ============      ============     ============      ============     =============
Average loans outstanding ..........    $120,796,806      $ 78,245,329     $ 49,878,934      $ 27,417,365     $   7,478,681
                                        ============      ============     ============      ============     =============
Allowance as a percentage of period
    end loans ......................             1.5%             1.4%              1.3%             1.2%              1.1%
                                                 ===              ===               ===              ====              ===
Loans charged off as a percentage of
     average loans outstanding .....            0.00%            0.00%             0.01%            0.01%            0.00%
                                                ====             ====              ====             ====              ===
</TABLE>

                                     - 45 -

<PAGE>



         ALLOCATION OF ALLOWANCE FOR LOAN LOSSES. The following table sets forth
the  allocation of the Bank's  allowance for loan losses by loan category at the
dates indicated.  The portion of the loan loss allowance  allocated to each loan
category does not represent the total available for future losses that may occur
within the loan category as the total loan loss allowance is a valuation reserve
applicable to the entire loan portfolio.
<TABLE>
<CAPTION>
                                                                          At December 31,
                                 ----------------------------------------------------------------------------------------------
                                              2003                              2002                              2001
                                 -----------------------------    ---------------------------        --------------------------
                                                   Percent of                    Percent of                       Percent of
                                                  Loans in Each                 Loans in Each                    Loans in Each
                                                   Category to                   Category to                      Category to
Type of Loans:                     Amount          Total Loans      Amount       Total Loans        Amount        Total Loans
- -------------                    ----------      -------------    ----------    -----------        --------     --------------

<S>                               <C>                <C>           <C>                <C>         <C>                  <C>
Commercial...................     $ 135,364          6.0%          $  98,642          7.4%        $ 92,628             11.1%
Real estate construction:
    Residential..............        33,841          1.5              18,662          1.4           20,027              2.4

    Commercial...............       460,238         20.4             239,940         18.0           90,959             10.9
Real estate mortgage:
    Residential..............       277,497         12.3             185,287         13.9          137,690             16.5
    Commercial...............     1,297,240         57.5             750,479         56.3          468,979             56.2

Consumer.....................        51,890          2.3              39,990          3.0           24,200              2.9
                                 ----------        -----          ----------        -----         --------            ------
         Total...............    $2,256,070        100.0%         $1,333,000        100.0%        $834,483            100.0%
                                 ==========        =====          ==========        =====         ========            ======
<CAPTION>
                                                            At December 31,
                                      ------------------------------------------------------------
                                                   2000                            1999
                                      ---------------------------     ---------------------------
                                                       Percent of                      Percent of
                                                      Loans in Each                   Loans in Each
                                                       Category to                     Category to
Type of Loans:                         Amount         Total Loans       Amount        Total Loans
- -------------                         --------       ------------     --------       ------------
<S>                                   <C>                 <C>           <C>           <C>
Commercial...................         $ 40,671             8.7%         $     --             --
Real estate construction:
    Residential..............            8,415             1.8             7,639            4.1%

    Commercial...............           93,029            19.9            28,880           15.5
Real estate mortgage:
    Residential..............          120,611            25.8            42,854           23.0
    Commercial...............          203,356            43.5           106,204           57.0

Consumer.....................            1,402             0.3               745            0.4
                                      --------           -----          --------          -----
         Total...............         $467,484           100.0%         $186,322          100.0%
                                      ========           =====          ========          =====
</TABLE>

                                     - 46 -

<PAGE>

INVESTMENT ACTIVITIES

         GENERAL.  The  investment  policy of the Bank is  established by senior
management  and  approved  by the Board of  Directors.  It is based on asset and
liability  management  goals and is  designed  to  provide a  portfolio  of high
quality  investments that foster interest income within acceptable interest rate
risk and  liquidity  guidelines.  In  accordance  with  SFAS No.  115,  the Bank
classifies  its  portfolio of investment  securities as "available  for sale" or
"held to maturity." At December 31, 2003, the Bank's  investment  policy allowed
investments in instruments  such as: (i) U.S.  Treasury  obligations,  (ii) U.S.
federal agency or federally sponsored agency obligations,  (iii) local municipal
obligations,  (iv) mortgage-backed  securities, (v) certificates of deposit, and
(vi) investment  grade corporate  bonds,  trust preferred  securities and mutual
funds. The Board of Directors may authorize additional investments.

         COMPOSITION OF INVESTMENT SECURITIES  PORTFOLIO.  At December 31, 2003,
the Bank held an investment  portfolio with an amortized  cost of  approximately
$14,226,881  and an estimated  fair market value of $14,323,035 or 8.2% of total
assets.  The  following  table  sets  forth  the  carrying  value of the  Bank's
investment   securities  portfolio  at  the  dates  indicated.   For  additional
information, see Note 3 of the Notes to the Consolidated Financial Statements.
<TABLE>
<CAPTION>
                                                            At December 31,
                                                  ---------------------------------------
                                                      2003         2002          2001
                                                  -----------   -----------   -----------
<S>                                               <C>           <C>           <C>
Securities Held to Maturity:
    Municipals ................................   $   548,999   $        --   $        --
    Corporate trust preferred securities ......   $   250,000       250,000       250,000
                                                  -----------   -----------   -----------
        Total securities held to maturity .....       798,999       250,000       250,000
                                                  ===========   ===========   ===========

Securities Available for Sale:
    U.S. government agencies and
         government-sponsored entity securities   $ 4,255,820   $ 4,357,738   $ 5,669,761
    Municipals ................................            --     1,000,230            --
    Mortgage-backed securities ................     6,931,181     7,481,384     7,243,036
    Mutual funds ..............................     3,136,034    10,064,145            --
                                                  -----------   -----------   -----------
        Total securities available for sale ...    14,323,035    22,903,497    12,912,797
                                                  -----------   -----------   -----------
         Total ................................   $15,122,034   $23,153,497   $13,162,797
                                                  ===========   ===========   ===========
</TABLE>


                                     - 47 -

<PAGE>

         INVESTMENT  PORTFOLIO  MATURITIES.   The  following  table  sets  forth
information regarding the scheduled maturities,  carrying values, estimated fair
values,  and  weighted  average  yields  for the Bank's  investments  securities
portfolio at December 31, 2003 by contractual maturity. The following table does
not take into  consideration the effects of scheduled  repayments or the effects
of possible prepayments.
<TABLE>
<CAPTION>
                                                                            At December 31, 2003
                                             ---------------------------------------------------------------------------------
                                                    Within One Year            One to Five Years          Five to Ten Years
                                             -------------------------   --------------------------   ------------------------
                                                Carrying       Average       Carrying      Average      Carrying      Average
                                                 Value         Yield          Value        Yield         Value        Yield
                                              ----------       ------    -------------     ------     ----------      -------

<S>                                          <C>                          <C>                        <C>
Securities Held to Maturity:
  Corporate trust preferred securities..     $         -           -%     $        -           -%    $        -           -%
  Municipals............................               -                                                548,999         2.9
                                              ----------         ---      ----------         ---     ----------         ---
     Total securities held to maturity..               -           -               -           -        548,999         2.9
                                              ----------         ---      ----------         ---     ----------         ---

Securities Available for Sale:
  U.S. government agencies,
    government-sponsored entity
    securities and corporations.........               -           -       1,273,760         3.6      1,000,000         4.5
  Mortgage-backed securities............               -           -         243,021         5.7              -           -
  Mutual funds..........................       3,162,435         2.0               -           -              -          -
                                              ----------         ---      ----------         ---     ----------         ---
      Total securities available for sale      3,162,435         2.0       1,516,781         3.9      1,000,000         4.5
                                              ----------         ---      ----------         ---     ----------         ---
      Total.............................      $3,162,435         2.0%     $1,516,781         3.9%    $1,548,999         3.9%
                                              ==========         ===      ==========         ===     ==========         ===

<CAPTION>


                                                                  At December 31, 2003
                                               -----------------------------------------------------------------------
                                                More than Ten     Years                 Total Investment Securities
                                               --------------------------    -----------------------------------------
                                               Carrying          Average       Carrying        Average        Market
                                                 Value            Yield          Value          Yield          Value
                                                ----------       -------      -----------      -------     -----------
<S>                                            <C>                  <C>       <C>                 <C>      <C>
Securities Held to Maturity:
  Corporate trust preferred securities..       $   250,000          9.5%      $   250,000         9.5%     $   250,000
  Municipals............................                 -            -           548,999         2.9          540,308
                                                ----------          ---       -----------         ---      -----------
     Total securities held to maturity..           250,000          9.5           798,999         5.0          790,308
                                                ----------          ---       -----------         ---      -----------
Securities Available for Sale:
  U.S. government agencies,
    government-sponsored entity
    securities and corporations.........         2,055,253          3.6         4,329,013         3.9        4,255,820
  Mortgage-backed securities............         6,492,412          5.2         6,735,433         5.3        6,931,181
  Mutual funds..........................                 -            -         3,162,435         2.0        3,136,034
                                                ----------          ---       -----------         ---      -----------
      Total securities available for sale        8,547,665          4.8        14,226,881         4.5       14,323,035
                                                ----------          ---       -----------         ---      -----------
      Total.............................        $8,797,665          4.9%      $15,025,880         4.8%     $15,113,343
                                                ==========          ===       ===========         ===      ===========
</TABLE>

                                    - 48 -

<PAGE>

SOURCES OF FUNDS

         GENERAL. Deposits are the major external source of the Bank's funds for
lending and other investment purposes. In addition to deposits, the Bank derives
funds  from  the  amortization,  prepayment  or sale  of  loans,  maturities  of
investment securities and operations.  Scheduled loan principal repayments are a
relatively  stable source of funds,  while deposit inflows and outflows and loan
prepayments are  significantly  influenced by general  interest rates and market
conditions.

         DEPOSITS.  The Bank offers individuals and businesses a wide variety of
accounts,  including  checking,  savings,  money  market  accounts,   individual
retirement accounts and certificates of deposit. Deposits are obtained primarily
from communities that the Bank serves,  however, the Bank held brokered deposits
of $38.0 million and $29.8 million at December 31, 2003 and 2002,  respectively.
Brokered  deposits are a more volatile  source of funding than core deposits and
do not increase the deposit franchise of the Bank. In a rising rate environment,
the Bank may be unwilling  or unable to pay a  competitive  rate.  To the extent
that such  deposits  do not remain  with the Bank,  they may need to be replaced
with  borrowings  which could  increase the Bank's cost of funds and  negatively
impact its interest rate spread, financial condition and results of operation.

         The following tables detail the average amount,  the average rate paid,
and the  percentage  of each  category  to total  deposits  for the years  ended
December 31, 2003, 2002 and 2001.
<TABLE>
<CAPTION>

                                                         Year ended December 31, 2003
                                                   ----------------------------------------
                                                      Daily                        Percent
                                                     Average           Average          of
                                                     Balance            Rate         Total
                                                   ------------        -------        -----
<S>                                                <C>                  <C>            <C>
NOW and money market
    savings deposits..........................     $ 24,351,546         1.6%           19.8%
Regular savings deposits......................       22,104,323         2.2            18.0
Time deposits.................................       67,298,382         3.2            54.7
                                                   ------------                       -----
      Total interest-bearing deposits.........      113,754,251                        92.5

Non interest-bearing demand deposits..........        9,270,022                         7.5
                                                   ------------                       -----
      Total deposits..........................     $123,024,273                       100.0%
                                                   ============                       =====
<CAPTION>

                                                         Year ended December 31, 2002
                                                   ----------------------------------------
                                                      Daily                        Percent
                                                     Average           Average          of
                                                     Balance            Rate         Total
                                                   ------------        -------        -----
<S>                                                <C>                  <C>            <C>
NOW and money market
    savings deposits..........................     $13,313,873          2.5%           16.0%
Regular savings deposits......................       5,787,414          3.0             7.0
Time deposits.................................      55,150,628          4.0            66.2
                                                   -----------                        -----
      Total interest-bearing deposits.........      74,251,915                         89.2

Non interest-bearing demand deposits..........       8,968,835                         10.8
                                                   -----------                        -----
      Total deposits..........................     $83,220,750                        100.0%
                                                   ===========                        =====
</TABLE>

                                                      - 49 -

<PAGE>
<TABLE>
<CAPTION>
                                                         Year ended December 31, 2001
                                                   ----------------------------------------
                                                      Daily                        Percent
                                                     Average           Average          of
                                                     Balance            Rate         Total
                                                   ------------        -------        -----
<S>                                                <C>                  <C>            <C>
NOW and money market
    savings deposits...........................    $ 7,160,038           3.2%         13.9%
Regular savings deposits.......................      1,797,774           2.9           3.5
Time deposits..................................     37,280,363           5.8          72.5
                                                   -----------                       -----
      Total interest-bearing deposits..........     46,238,175                        89.9

Non interest-bearing demand deposits...........      5,174,400                        10.1
                                                   -----------                       -----
      Total deposits...........................    $51,412,575                       100.0%
                                                   ===========                       =====
</TABLE>

         The following table indicates the amount of the Bank's  certificates of
deposit of $100,000 or more by time remaining  until maturity as of December 31,
2003.


                                                   Certificates
Maturity Period                                     of Deposits
- ---------------                                    ------------

Within three months........................         $ 9,721,923
Three through six months...................                   -
Six through twelve months..................          15,680,999
Over twelve months.........................          17,403,822
                                                    -----------
   Total...................................         $42,806,744
                                                    ===========

         BORROWINGS.  Borrowings  consist of reverse  repurchase  agreements and
advances from the FHLB and other parties.  Reverse  repurchase  agreements  were
priced at  origination  and are payable in four years or less.  Borrowings  from
FHLB outstanding during 2003, 2002 and 2001 had maturities of five years or less
and cannot be prepaid without penalty.

         The  following  table  sets  forth  information  regarding  the  Bank's
borrowed funds:
<TABLE>
<CAPTION>
                                                               December 31,
                                                 ------------------------------------------
                                                    2003            2002            2001
                                                 -----------    -----------    ------------
<S>                                              <C>            <C>            <C>
Amount outstanding at year end ...............   $10,340,123    $ 4,948,690    $ 6,835,000
Weighted average interest rates at year end ..           1.8%           3.0%           4.0%
Maximum outstanding at any month end .........   $14,195,110    $ 9,375,000    $ 6,835,000
Average outstanding ..........................   $ 7,827,679    $ 6,888,307    $ 3,934,378
Weighted average interest rate during the year           2.1%           3.6%           5.1%
</TABLE>

PROPERTIES

         The Bank's main office is located in  Washington  Township,  Gloucester
County,  New Jersey, in an office building of approximately  13,000 square feet.
The main office facilities include teller windows,  a lobby area,  drive-through
windows,  automated  teller  machine,  a night  depository,  and  executive  and
administrative  offices. In December 2002, the Bank executed its lease option to
purchase the building for $1.5 million.

                                     - 50 -


<PAGE>


         The  Bank  also  conducts  business  from  a  full-service   office  in
Northfield,  Atlantic County, New Jersey and a full-service office in Washington
Township,  Gloucester County, New Jersey.  These offices were opened by the Bank
in September  2002, and February 2003,  respectively.  The Northfield  Office is
leased.

         Management  considers the physical  condition of all offices to be good
and adequate for the conduct of the Bank's  business.  At December 31, 2003, net
property and equipment totaled approximately $3.2 million.

LEGAL PROCEEDINGS

         There are various claims and lawsuits in which the Bank is periodically
involved,  such  as  claims  to  enforce  liens,   condemnation  proceedings  on
properties  in which the Bank holds  security  interests,  claims  involving the
making and servicing of real property  loans,  and other issues  incident to the
Bank's business. In the opinion of management, no material loss is expected from
any of such pending claims or lawsuits.  Furthermore,  at December 31, 2003, the
Bank was not a party to any administrative or judicial proceedings arising under
Section 8 of the Federal Deposit Insurance Act.

                                   REGULATION

REGULATION OF PARKE BANK

         GENERAL.  Set forth below is a brief  description of certain laws which
relate to the  regulation of the Bank.  The  description  does not purport to be
complete and is qualified  in its entirety by reference to  applicable  laws and
regulations.  The Bank operates in a highly regulated industry.  This regulation
and supervision  establishes a comprehensive  framework of activities in which a
bank may engage and is  intended  primarily  for the  protection  of the deposit
insurance fund and depositors and not shareholders of the Bank.

         Any change in applicable statutory and regulatory requirements, whether
by the New Jersey  Department  of Banking and  Insurance,  the  Federal  Deposit
Insurance  Corporation  (the "FDIC") or the United States  Congress could have a
material  adverse  impact on the  Bank,  and its  operations.  The  adoption  of
regulations or the enactment of laws that restrict the operations of the Bank or
impose burdensome  requirements upon it could reduce its profitability and could
impair the value of the Bank's  franchise  which could hurt the trading price of
the Bank's stock.

         On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act
of 2002 (the "Act").  The  Securities  and Exchange  Commission  (the "SEC") has
promulgated certain regulations pursuant to the Act and will continue to propose
additional implementing or clarifying regulations as necessary in furtherance of
the Act.  The  passage  of the Act and the  regulations  implemented  by the SEC
subject  publicly-traded  companies to additional and more cumbersome  reporting
regulations   and  disclosure.   Compliance  with  the  Act  and   corresponding
regulations may increase the Bank's expenses.

         As a New  Jersey-chartered  commercial bank, the Bank is subject to the
regulation, supervision, and control of the New Jersey Department of Banking and
Insurance.  As an FDIC-insured  institution,  the Bank is subject to regulation,
supervision  and control of the FDIC, an agency of the federal  government.  The
regulations  of the FDIC and the New Jersey  Department of Banking and Insurance
affect  virtually  all  activities  of the Bank,  including the minimum level of
capital the Bank must maintain,  the ability of the Bank to pay  dividends,  the
ability of the Bank to expand through new branches or  acquisitions  and various
other matters.


                                     - 51 -

<PAGE>



         INSURANCE OF DEPOSITS.  The Bank's deposits are insured up to a maximum
of $100,000 per depositor  under the Bank  Insurance  Fund of the FDIC. The FDIC
has  established  a  risk-based  assessment  system for all  insured  depository
institutions.  Under the risk-based assessment system, deposit insurance premium
rates range from 0-27 basis  points.  Currently,  the Bank's  deposit  insurance
premium has been assessed at zero basis points of deposits.

         CAPITAL ADEQUACY GUIDELINES.  The Bank is subject to risk-based capital
guidelines  promulgated by the FDIC that are designed to make regulatory capital
requirements  more  sensitive to  differences  in risk profile  among banks,  to
account  for  off-balance  sheet  exposure,  and to minimize  disincentives  for
holding liquid assets. Under the guidelines,  assets and off-balance sheet items
are  assigned  to broad risk  categories,  each with  appropriate  weights.  The
resulting   capital   ratios   represent   capital  as  a  percentage  of  total
risk-weighted assets and off-balance sheet items.

         The minimum ratio of total capital to risk-weighted  assets  (including
certain off-balance sheet activities,  such as standby letters of credit) is 8%.
At least 4% of the total capital is required to be "Tier I Capital,"  consisting
of common  shareholders'  equity and qualifying  preferred  stock,  less certain
goodwill items and other  intangible  assets.  The remainder ("Tier II Capital")
may  consist  of  (a)  the   allowance  for  loan  losses  of  up  to  1.25%  of
risk--weighted  assets,  (b) excess of qualifying  preferred  stock,  (c) hybrid
capital instruments,  (d) perpetual debt, (e) mandatory convertible  securities,
and (f) qualifying subordinated debt and intermediate-term preferred stock up to
50% of Tier I  capital.  Total  capital is the sum of Tier I and Tier II capital
less reciprocal holdings of other banking  organizations,  capital  instruments,
investments  in   unconsolidated   subsidiaries  and  any  other  deductions  as
determined by the FDIC  (determined  on a  case-by-case  basis or as a matter of
policy after formal rule-making).

         In addition to the risk-based capital guidelines,  the FDIC has adopted
a minimum Tier I capital  (leverage)  ratio,  under which a bank must maintain a
minimum level of Tier I capital to average total consolidated assets of at least
3% in the case of a bank that has the highest regulatory  examination rating and
is not  contemplating  significant  growth or  expansion.  All  other  banks are
expected to maintain a leverage  ratio of at least 100 to 200 basis points above
the stated minimum.

         At December  31, 2004,  the Bank had the  requisite  capital  levels to
qualify as "well capitalized."

REGULATION OF PARKE BANCORP, INC.

         GENERAL.  Upon completion of the  Reorganization,  Parke Bancorp,  Inc.
will  become a bank  holding  company  within the  meaning  of the Bank  Holding
Company Act of 1956 (the "Act").  The Company will be subject to  regulation  by
the Federal  Reserve  Board.  The Federal  Reserve  Board will have  enforcement
authority  over Parke  Bancorp,  Inc. and its non-bank  subsidiaries  which also
permits the Federal  Reserve Board to restrict or prohibit  activities  that are
determined to be a serious risk to the  subsidiary  bank.  This  regulation  and
oversight is intended primarily for the protection of the depositors of the Bank
and not for shareholders of Parke Bancorp, Inc.

         A bank holding company is prohibited  under the Act from engaging in or
acquiring direct or indirect control of more than 5% of the voting shares of any
company engaged in non-banking  activities  unless the Federal Reserve Board, by
order or  regulation,  has found such  activities  to be so  closely  related to
banking or managing or controlling banks as to be a proper incident thereto.  In
making such  determinations,  the Federal  Reserve Board  considers  whether the
performance of these  activities by a bank holding  company would offer benefits
to the public that outweigh the possible adverse effects.


                                     - 52 -

<PAGE>


         As a bank holding company, Parke Bancorp, Inc. will be required to file
with the Federal  Reserve Board an annual report and any additional  information
as the  Federal  Reserve  Board may  require  pursuant  to the Act.  The Federal
Reserve Board will also examine Parke Bancorp, Inc. and its subsidiaries.

         Subsidiary  banks of a bank  holding  company  are  subject  to certain
restrictions  imposed  by the Act on  extensions  of credit to the bank  holding
company  or any of its  subsidiaries,  on  investments  in the  stock  or  other
securities of the bank holding company or its subsidiaries, and on the taking of
such stock or securities as collateral  for loans to any borrower.  Furthermore,
under amendments to the Act and regulations of the Federal Reserve Board, a bank
holding  company and its  subsidiaries  are prohibited  from engaging in certain
tie-in  arrangements  in connection with any extension of credit or provision of
credit or providing any property or services. Generally, this provision provides
that a bank may not  extend  credit,  lease or sell  property,  or  furnish  any
service to a customer on the  condition  that the  customer  provide  additional
credit or  service to the bank,  to the bank  holding  company,  or to any other
subsidiary of the bank holding company or on the condition that the customer not
obtain other credit or service from a competitor  of the bank,  the bank holding
company, or any subsidiary of the bank.

         Extensions of credit by the Bank to executive officers,  directors, and
principal  shareholders  of the Bank or any affiliate  thereof,  including Parke
Bancorp,  Inc.,  are subject to Section 22(h) of the Federal  Reserve Act, which
among other things,  generally  prohibits loans to any such individual where the
aggregate amount exceeds an amount equal to 15% of a bank's  unimpaired  capital
and surplus,  plus an additional  10% of  unimpaired  capital and surplus in the
case of loans that are fully secured by readily marketable collateral.

         FEDERAL  SECURITIES  LAW. The issuance of Parke Bancorp,  Inc.'s common
stock in  connection  with the  Reorganization  has been  registered  under  the
Securities Act of 1933. In addition,  upon  consummation of the  Reorganization,
Parke  Bancorp,  Inc.  will register its common stock under Section 12(g) of the
Securities  Exchange Act of 1934, as amended (the "1934 Act") and become subject
to the periodic  reporting and other  requirements  of Section 12(g) of the 1934
Act,  as  amended.  Parke Bank will,  after the  Reorganization,  no longer file
reports under the 1934 Act with the FDIC.

                                   MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

         The  following  table sets forth the names,  ages,  terms of, length of
board service and the number and percentage of shares of Parke Bank common stock
beneficially owned by the directors and executive officers of the Bank.

                                                     SHARES OF
                           AGE AT     YEAR FIRST    COMMON STOCK     PERCENT
                        DECEMBER 31,  ELECTED OR    BENEFICIALLY        OF
NAME                        2004      APPOINTED      OWNED (1)        CLASS
- ----                        ----      ---------      ---------        -----

DIRECTORS:
Celestino R. Pennoni         67         1998       ______(2)
Vito S. Pantilione           53         1998       ______(3)
Fred G. Choate               59         2003       ______
Daniel J. Dalton             55         2001       ______(4)
Arret F. Dobson              33         1998       ______(5)
Thomas Hedenberg             60         1998       ______(6)
Edward Infantolino           57         1998       ______(7)
Anthony J. Jannetti          67         1999       ______(8)




                                     - 53 -

<PAGE>




Jeffrey H. Kripitz           53         1998       ______(9)
Richard Phalines             62         1998       ______(10)
Jack C. Sheppard, Jr.        51         1998       ______(11)
Ray H. Tresch                67         1998       ______(12)

EXECUTIVE OFFICERS:
Ernest D. Huggard            47          N/A       ______(13)
David O. Middlebrook         46          N/A       ______(14)
Elizabeth Milavsky           53          N/A       ______

- -----------------

(1)      Beneficial  ownership as of the Record Date.  Includes shares of common
         stock held directly as well as by spouses or minor children,  in trust,
         and other indirect beneficial ownership.
(2)      Includes _______ shares of common stock which may be acquired  pursuant
         to the exercise of warrants within 60 days of the Record Date.
(3)      Includes _______ shares of common stock which may be acquired  pursuant
         to the  exercise  of  options  within  60 days of the  Record  Date and
         _______  shares of common  stock which may be acquired  pursuant to the
         exercise of warrants within 60 days of the Record Date.
(4)      Includes _______ shares of common stock which may be acquired  pursuant
         to the exercise of warrants within 60 days of the Record Date.
(5)      Includes _______ shares of common stock which may be acquired  pursuant
         to the exercise of warrants within 60 days of the Record Date.
(6)      Includes _______ shares of common stock which may be acquired  pursuant
         to the exercise of warrants within 60 days of the Record Date.
(7)      Includes _______ shares of common stock which may be acquired  pursuant
         to the exercise of warrants within 60 days of the Record Date.
(8)      Includes _______ shares of common stock which may be acquired  pursuant
         to the exercise of warrants within 60 days of the Record Date.
(9)      Includes _______ shares of common stock which may be acquired  pursuant
         to the exercise of warrants within 60 days of the Record Date.
(10)     Includes _______ shares of common stock which may be acquired  pursuant
         to the exercise of warrants within 60 days of the Record Date.
(11)     Includes _______ shares of common stock which may be acquired  pursuant
         to the exercise of warrants within 60 days of the Record Date.
(12)     Includes _______ shares of common stock which may be acquired  pursuant
         to the exercise of warrants within 60 days of the Record Date.
(13)     Includes _______ shares of common stock which may be acquired  pursuant
         to the  exercise  of  options  within  60 days of the  Record  Date and
         _______  shares of common  stock which may be acquired  pursuant to the
         exercise of warrants within 60 days of the Record Date.
(14)     Includes _______ shares of common stock which may be acquired  pursuant
         to the  exercise  of  options  within  60 days of the  Record  Date and
         _______  shares of common  stock which may be acquired  pursuant to the
         exercise of warrants within 60 days of the Record Date.

         Set forth below is the business  experience  for the past five years of
each of the directors and executive officers of the Bank.

         C.R.  ("Chuck")  Pennoni.  Mr.  Pennoni is the Chairman of the Board of
Directors of the Bank.  From 1996 to the present,  Mr. Pennoni has been chairman
and chief executive officer of Pennoni Associates,  Inc.,  Consulting Engineers,
employing  over 600  professionals  and support staff with offices in the United
States, Mexico City, Shin Yokohama, Okinawau and Metro Manila.

         Vito S. Pantilione.  From the time of the Bank's formation in 1998, Mr.
Pantilione  has  served as the  President  and  Chief  Executive  Officer  and a
director of the Bank. Mr.  Pantilione  previously was the president and owner of
Eagle  Valley,   a  diversified   mortgage   company  located  in  Philadelphia,
Pennsylvania.  From  1992  to  1994,  he was  employed  as  president  of  First
Commercial Bank of Philadelphia. In addition,

                                     - 54 -

<PAGE>



he previously was the president and owner of Interstate Mortgage  Management,  a
mortgage  brokerage company located in South Jersey,  and was the executive vice
president of First Federal Savings of Hammonton. Mr. Pantilione also serves as a
member of the  foundation  board of directors of the Rowan  University  Business
College.

         Fred G. Choate. Mr. Choate is the President and controlling shareholder
of Greater  Philadelphia  Venture  Capital  Corporation,  a position he has held
since 1997. From 1987 to 1997, Mr. Choate was a principal in Sandhurst  Company,
a venture capital fund. Mr. Choate has also served on the audit committee of the
board of directors of another financial institution and a medical corporation.

         Daniel J. Dalton.  Mr. Dalton is president of Dalton Insurance  Agency,
LLC located in Glassboro,  New Jersey.  From 1992 to 1994,  Mr. Dalton served as
the 26th  Secretary of the State of New Jersey.  From 1979 to 1992,  Mr.  Dalton
served in the New Jersey State Legislature.

         Arret Dobson.  From 1989 to the present,  Mr. Dobson has been a builder
and land developer,  developing numerous residential and commercial projections.
Mr.  Dobson is president  of, and has an  ownership  interest in, the White Oaks
Country Club located in Newfield,  New Jersey,  and the Riverwinds Tennis Center
and Golf Club located in West Deptford Township, New Jersey.

         Thomas Hedenberg. Mr. Hedenberg is Vice-Chairman of the Bank. From 1969
to the present, Mr. Hedenberg has been a builder and land developer,  developing
numerous residential,  commercial and industrial projects.  Some of his projects
include Hollydell  Business Park,  Glassboro  Business Park, Bunker Hill Medical
Center,  Wedgewood Village Shopping Center and Point Shopping Center. One of his
current  projects  is the  Parke  Place  Community,  where the Bank has its main
offices.  He has also  developed  and is a general  partner in the Hollydell Ice
Arena.  His projects  include the Parke Place  Community  where the Bank has its
main offices and development of office and retail  buildings and  age-restricted
apartments at the Riverwinds Community in West Deptford, New Jersey.

         Edward  Infantolino.  Dr.  Infantolino  is president of Ocean  Internal
Medicine  Associates,  P.A. and has  practiced as an internist in both  Atlantic
City and Somers Point, New Jersey since 1977. Dr. Infantolino is a long-standing
member of the New Jersey and  Atlantic  County  Medical  Societies  as well as a
member of the National  Association of Realtors,  the New Jersey  Association of
Realtors and the Atlantic City and County Board of Realtors. He was a co-founder
of  Premium  Federal  Savings  Bank and  served as a  director  of that bank for
approximately ten years.

         Anthony J. Jannetti.  Mr. Jannetti is president of Anthony J. Jannetti,
Inc.,  a  national  health  care  marketing,   communications,   publishing  and
management firm located in Pitman,  New Jersey. Mr. Jannetti currently serves on
the Board of Trustees of the Education Foundation, the Samaritan Foundation, the
Nursing  Economic  Foundation and the Foundation of the National  Student Nurses
Association.  He is also an Honorary Member of the American  Nephrology  Nurses'
Association,  National  Student  Nurses'  Association,  National  Association of
Orthopedic  Nurses,  National  Association  of Pediatric  Nurse  Associates  and
Practitioners and The Oncology Nursing Society. Mr. Jannetti is also a member of
The American  Society of Association  Executives,  The Health Care Marketing and
Communications   Counsel  and  The   Professional   Convention   and  Management
Association.

         Jeffrey  H.  Kripitz.  Mr.  Kripitz is the owner and  operator  of Jeff
Kripitz Agency in Northfield,  New Jersey.  He specializes in employee  benefits
such  as  life,   health  and  long  term  care  insurance  for  businesses  and
individuals. He was an advisory board member of Premium Federal Savings Bank. He
has been a member of the Board of Directors of Linwood Golf and Country Club for
15 years. He was recently a

                                     - 55 -

<PAGE>



division   chairman  for  the  Jewish  Community  Center  Capital  Campaign  and
previously was Chairman of Beth Israel Synagogue Capital Campaign.

         Richard  Phalines.  Mr. Phalines has been the co-owner of Concord Truss
Company since 1982.  Mr.  Phalines is currently  chairman of the local  Planning
Board in Woodbury Heights.

         Jack C. Sheppard,  Jr. From 1983 to the present,  Mr. Sheppard has been
employed as vice president and treasurer of Storrie,  Budd & Jones Agency, Inc.,
providing full service insurance  products.  Mr. Sheppard is the Chairman of the
Board of Trustees of Underwood Memorial Hospital  Foundation.  He also currently
serves on the Board of  Trustees  of the  Community  Mental  Health  Center  for
Gloucester County and the Woodbury Chamber of Commerce.

         Ray H.  Tresch.  Mr.  Tresch  has been the owner  and  chief  executive
officer of Redy Mixt  Konkrete in Woodbury,  New Jersey for forty  years.  He is
also a real estate developer in many various projects in Gloucester  County, New
Jersey.  He is also  currently  the  secretary  and  partner of Pearla  Block in
Moorestown,  New Jersey,  and Gibbsboro Block in Voorhees,  New Jersey,  and the
managing  partner of Hollydell  Ice Arena.  Mr.  Tresch is also a partner in the
development  of office,  retail,  retail and  age-restricted  apartments  at the
Riverwinds Community in West Deptford, New Jersey.

         Ernest D. Huggard.  Mr.  Huggard is the Senior Vice President and Chief
Financial  Officer of the Bank. From 1989 to 1994, Mr. Huggard was the President
and Chief Executive  Officer of Roebling  Savings Bank in Roebling,  New Jersey.
From 1982 to 1988, he was the Chief Financial  Officer and Controller for Empire
Savings  Bank in  Hammonton,  New  Jersey.  Mr.  Huggard is a  Certified  Public
Accountant and has over twenty-two years of financial  industry  experience.  He
serves as president of the Board of Education for Galloway Township,  New Jersey
and is a member of the board of  directors  of  Career  Opportunity  Development
Incorporated.  He also serves as a Lieutenant Colonel in the New Jersey National
Guard..

         David O.  Middlebrook.  Mr.  Middlebrook is the Senior Vice  President,
Senior Loan  Officer and  Corporate  Secretary  of the Bank.  He has over twenty
years  experience in the commercial  banking industry with a focus on commercial
lending.  Mr. Middlebrook also serves as treasurer of the board of directors for
The  Arc  of  Atlantic   County,   a   non-profit   entity  that   supports  the
developmentally disabled.

         Elizabeth  Milavsky is a Senior Vice President.  She joined the Bank in
2004.  From 1982 until 2004,  Ms.  Milavsky was employed by Roxborough  Manayunk
Bank,  Philadelphia,  Pennsylvania,  as Senior  Vice  President/Operations  with
responsibility   for  the   supervision  of  Electronic   Banking,   Information
Technology,  Retirement  and  Check  Processing  Departments,  as  well  as  the
operations of the retail branch network.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

         The Board of Directors  conducts its business  through  meetings of the
Board and through  activities of its committees.  During the year ended December
31, 2004, the Board of Directors met ten times,  including  regularly  scheduled
meetings and special meetings.  No director attended fewer than 75% of the total
meetings of the Board of Directors  and meetings of the  committees  on which he
served  during the year ended  December 31, 2004.  The Board  maintains an Audit
Committee,  as well as a Loan Committee, a Compensation Committee, an Investment
and Asset Liability Committee, a Marketing Committee, an Asset Quality Committee
and a Nominating Committee.

         The Audit Committee consists of Directors Choate,  Dalton and Phalines.
The Board of Directors has  determined  that Mr. Choate,  is an Audit  Committee
Financial  Expert within the meaning of the  regulations  of the  Securities and
Exchange  Commission.  The Board of  Directors  as a whole has adopted a written
charter for the Audit  Committee,  and a copy of the charter was  attached as an
appendix   to  the  2003   proxy   statement.   The   Audit   Committee's   main
responsibilities include establishing and reviewing the Bank's internal controls
and operating  procedures to ensure  compliance by the Bank with all  applicable
laws,  regulations,   generally  accepted  accounting  standards  and  customary
operating  procedures  and  practices.  The Audit  Committee  also  monitors the
adequacy of the Bank's allowance for loan losses and the results of

                                     - 56 -

<PAGE>



examinations by the Bank's regulators and the Bank's independent auditor. During
the year ended December 31, 2004, this committee met five times.

         Other than Director Phalines, all of the members of the Audit Committee
are currently considered  independent under the rules of the Nasdaq Stock Market
which  require the Bank to have an audit  committee  consisting of a majority of
independent directors. Mr. Phalines has been determined not to be independent in
accordance  with the rules of the  Nasdaq  Stock  Market as a result of the Bank
having  previously  leased its main  office  building  from a limited  liability
company whose principals included Mr. Phalines.  The Bank purchased the building
from such company on December 15, 2002, for fair market value. Nonetheless,  the
Board believed that Director  Phalines would be an effective member of the Audit
Committee  and that  his  appointment  to the  Audit  Committee  was in the best
interests of the Bank and its shareholders.

         The  Bank's  Compensation  Committee  consists  of  Directors  Pennoni,
Hedenberg  and  Phalines.  The  Compensation  Committee did not hold an official
meeting during 2004.

         Report of the Audit  Committee.  For the fiscal year ended December 31,
2004,  the Audit  Committee:  (i)  reviewed  and  discussed  the Bank's  audited
financial statements with management, (ii) discussed with the Bank's independent
auditor,  McGladrey & Pullen,  LLP, all matters  required to be discussed  under
Statement on Auditing  Standards  No. 61, and (iii)  received  from  McGladrey &
Pullen,  LLP disclosures  regarding  McGladrey & Pullen,  LLP's  independence as
required by  Independence  Standards  Board  Standard No. 1 and  discussed  with
McGladrey & Pullen,  LLP its  independence.  Based on the  foregoing  review and
discussions,  the Audit Committee recommended to the Board of Directors that the
audited  financial  statements  be included in the Bank's  Annual Report on Form
10-KSB for the fiscal year ended December 31, 2004.

         Audit Committee:

         Fred G. Choate (Chairman)
         Daniel J. Dalton
         Richard Phalines

PRINCIPAL ACCOUNTING FEES AND SERVICES

         Effective  July 30, 2002,  the  Securities and Exchange Act of 1934 was
amended by the  Sarbanes-Oxley  Act of 2002 to require all auditing services and
non-audit services provided by an issuer's independent auditor to be approved by
the issuer's  audit  committee  prior to such services  being  rendered or to be
approved  pursuant to  pre-approval  policies and procedures  established by the
issuer's audit  committee.  The Company's  Audit  Committee has not  established
pre-approval  procedures and instead specifically approves each service prior to
the engagement of the auditor for all audit and non-audit services.

         It is the  Audit  Committee's  policy  to  pre-approve  all  audit  and
non-audit services prior to the engagement of the Bank's independent  auditor to
perform any  service.  All of the  services  listed above for 2003 and 2004 were
approved by the audit committee prior to the service being rendered.  All of the
services  listed  below for 2004 and 2003 were  approved by the Audit  Committee
prior to the  service  being  rendered.  There  were no  services  that were not
recognized to be non-audit services at the time of engagement that were approved
after the fact.

         Audit Fees.  The aggregate  fees billed by McGladrey & Pullen,  LLP for
professional  services rendered for the audit of the Bank's annual  consolidated
financial statements and for the review of the consolidated financial statements
included in the Bank's  Quarterly  Reports on Form  10-QSB for the fiscal  years
ended December 31, 2004 and 2003, and for services in connection with the Bank's
stock offering

                                     - 57 -

<PAGE>



completed in November 2002,  including  review of the Bank's offering  circular,
issuance of the comfort  letter and bring down  letters and review of the Bank's
registration  statement on Form 10-SB filed with the FDIC and related  technical
research, were $69,750 and $63,000, respectively.

         Audit  Related  Fees.  There were no fees billed by McGladrey & Pullen,
LLP for  assurance  and  related  services  related  to the audit of the  annual
financial  statements or to the review of the quarterly financial statements for
the years ended December 31, 2004 and 2003.

         Tax  Fees.  The  aggregate  fees  billed  by RSM  McGladrey,  Inc.  for
professional  services  rendered for tax compliance,  tax advice or tax planning
for the  years  ended  December  31,  2004  and 2003  were  $7,594  and  $5,532,
respectively.

         All Other Fees.  There were no fees billed by  McGladrey & Pullen,  LLP
for  professional  services  rendered for services or products  other than those
listed under the captions "Audit Fees," "Audit-Related Fees," and "Tax Fees" for
the years ended December 31, 2004 and 2003.

DIRECTOR NOMINATION PROCESS

         The Bank's  nominating  committee is comprised of Directors  Choate and
Dalton who are  independent  directors.  The  committee met once during the year
ended  December  31, 2004 in this  capacity.  The Board has adopted a nominating
committee charter,  and a copy of the charter was attached as an appendix to the
2004 proxy statement.

         The Bank does not pay fees to any third  party to  identify or evaluate
or assist in  identifying  or  evaluating  potential  nominees.  The process for
identifying  and  evaluating   potential  Board  nominees  includes   soliciting
recommendations from directors and officers of the Bank. Additionally, the Board
will consider  persons  recommended by shareholders of the Bank in selecting the
Board's  nominees for  election.  There is no  difference in the manner in which
persons  recommended  by directors or officers  versus  persons  recommended  by
shareholders in selecting Board nominees are evaluated.

         To be considered in the  selection of Board  nominees,  recommendations
from  shareholders  must be received by the Bank in writing by at least 120 days
prior to the date the proxy statement for the previous year's annual meeting was
first   distributed  to  shareholders.   Recommendations   should  identify  the
submitting shareholder, the person recommended for consideration and the reasons
the submitting shareholder believes such person should be considered.  The Board
believes  potential   directors  should  be  knowledgeable  about  the  business
activities and market areas in which the Bank engages.

SHAREHOLDER COMMUNICATIONS

         The Board of Directors does not have a formal process for  shareholders
to send  communications  to the Board. In view of the infrequency of shareholder
communications  to the Board of  Directors,  the Board does not  believe  that a
formal process is necessary.  Written  communications  received by the Bank from
shareholders  are shared  with the full  Board no later than the next  regularly
scheduled Board meeting. The Board encourages,  but does not require,  directors
to attend  the  annual  meeting  of  shareholders.  All of the  Board's  members
attended the 2004 annual meeting of shareholders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         A member  of the  Board  of  Directors,  Jack C.  Sheppard,  Jr.,  is a
principal of a commercial  insurance  agency that  provides all of the insurance
coverage for the Bank. The cost of such insurance was

                                                      - 58 -

<PAGE>



approximately  $102,100  and $80,700 for the years ended  December  31, 2004 and
2003,  respectively.  An insurance agency owned by another director of the Bank,
Jeffrey  H.  Kripitz,   provides  employee  benefits  (medical  insurance,  life
insurance  and  disability  insurance)  to the Bank.  The cost of such  employee
benefits  totaled  approximately  $196,800  and  $150,700  for the  years  ended
December 31, 2004 and 2003, respectively.

         In the normal  course of its business as a financial  institution,  the
Bank has granted loans to its  officers,  directors  and their  affiliates.  The
terms of these related party loans,  including  interest  rates,  collateral and
repayment  terms,  are similar to those  prevailing for comparable  transactions
with  other   customers   and  do  not  involve  more  than  a  normal  risk  of
collectibility  or  other  unfavorable  features.  At  December  31,  2004,  the
aggregate  outstanding  principal  balance of all such  related  party loans was
$10.2 million and all such loans were current and performing in accordance  with
their terms.

DIRECTOR AND EXECUTIVE OFFICER COMPENSATION

         BOARD FEES.  Each director,  other than the Chairman and Vice Chairman,
is paid a fee of $300 per Board meeting.  The Chairman and Vice Chairman receive
a fee of $650 and $430,  respectively,  per meeting.  The total fees paid to the
directors for the year ended December 31, 2004 were approximately  $51,800.  Mr.
Pantilione,  who also serves as  President  and Chief  Executive  Officer of the
Bank, does not receive compensation as a director.

         SUMMARY   COMPENSATION  TABLE.  The  following  table  sets  forth  the
compensation  awarded  to or earned by the  Bank's  President,  Chief  Financial
Officer and Senior Loan Officer for the three years ended  December 31, 2004. No
other officer received a total annual salary and bonus in excess of $100,000 for
2004.

<TABLE>
<CAPTION>

                                                                  ANNUAL                  LONG-TERM COMPENSATION
                                                               COMPENSATION                       AWARDS
                                                               ------------             ----------------------------
                                                                                                         SECURITIES
                                                                                        RESTRICTED       UNDERLYING
                                          FISCAL                                           STOCK          OPTIONS/      ALL OTHER
NAME AND PRINCIPAL POSITION                YEAR          SALARY           BONUS           AWARDS           SARS(#)   COMPENSATION(1)
- ---------------------------                ----          ------           -----           ------           -------   ---------------

<S>                                     <C>          <C>         <C>              <C>                   <C>           <C>
Vito S. Pantilione, President and          2004         $210,000    $           -    $        -              600           $ 4,200
  Chief Executive Officer                  2003          195,000           97,500             -           15,959             4,000
                                           2002          175,000           87,500             -            7,872             2,745

Ernest D. Huggard, Senior Vice             2004         $113,750    $           -    $        -            2,400           $ 2,415
  President and Chief Financial            2003          110,000           15,000             -            9,900             2,500
   Officer                                 2002           95,000           25,000             -            8,580             1,994

David O. Middlebrook, Senior               2004         $ 94,500    $           -    $        -            2,400           $ 1,961
  Vice President, Senior Loan              2003           85,000           28,000             -            6,600             2,260
   Officer and Corporate                   2002           72,000           10,000             -            4,620            11,308
   Secretary

</TABLE>
- -----------------
(1)      For the year ended December 31, 2004,  consists of Bank's  contribution
         to the  individual's  simple IRA account of $4,200,  $2,415 and $1,961,
         respectively, to Messrs. Pantilione, Huggard and Middlebrook.


         EMPLOYMENT  AGREEMENTS.   The  Bank  has  entered  into  an  employment
agreement with Mr. Pantilione. Mr. Pantilione's base salary under the employment
agreement for the year ended  December 31, 2004 was $210,000.  Mr.  Pantilione's
employment  agreement has a term of three years that is  automatically  extended
for one year on January 1st of each year , unless notice of  termination  of the
automatic  extension  is given in  accordance  with the terms of the  employment
agreement. The employment agreement may be

                                     - 59 -

<PAGE>



terminated  by the Bank for  "cause" as defined  in the  agreement.  If the Bank
terminates Mr.  Pantilione's  employment without just cause, he will be entitled
to a  continuation  of his  salary  from the  date of  termination  through  the
remaining term of the agreement.  The employment  agreement contains a provision
stating that after Mr. Pantilione's  employment is terminated in connection with
any change in control, he will be paid a lump sum amount equal to the balance of
the annual  compensation  due under the  agreement  plus an amount  equal to 3.0
times the highest  rate of bonus  awarded to him during the three years prior to
such  termination.  If payment had been made under the  agreement as of December
31,  2004,  the  payment  to Mr.  Pantilione  would have  equaled  approximately
$945,000. The employment agreement also grants the right of the employee, within
six months following a termination  without cause or a voluntary  termination by
the  employee  for good  reason,  to require the Bank to  repurchase  all of the
employee's  shares of common stock of the Bank then owned by the employee at the
closing price of such stock on the business day  immediately  preceding the date
of notice of the employee's  exercise of this right.  The  employment  agreement
also contains an agreement not to compete with the Bank which restricts  certain
post-employment  activities of the employee  within the Counties of  Gloucester,
Camden, Salem or Cumberland,  New Jersey, for two years following termination of
employment with the Bank.

         SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ("SERP"). The Bank implemented a
SERP program effective January 1, 2003. Vito S. Pantilione, President, Ernest D.
Huggard, Senior Vice President, and David O. Middlebrook, Senior Vice President,
are each  participants  in the plan.  Under the plan,  retirement  benefits  are
payable to such  participant  commencing upon retirement after attainment of age
60 at the rate of 50% of their highest base salary paid while an employee of the
Bank for the remainder of their life. If such  retirement  benefit  payments are
made for less than ten years,  a survivor  benefit will  continue to be paid for
the balance of such ten year period. Such benefits are in addition to any social
security  benefits.  Upon a change of  control  of the Bank prior to the date of
retirement  of  a   participant,   all  benefits  shall  be  deemed  earned  and
non-forfeitable  as if such  participant had attained his or her retirement date
at age 60. A  participant  may  elect to retire  after age 55 and such  benefits
payable shall be actuarially reduced to reflect the earlier payment commencement
date.  If a  participant  dies  prior to age 60 while  employed  by the Bank,  a
survivor benefit will be paid equal to 100% of the participant's  highest salary
for one year and 50% of such salary for four  additional  years.  Benefits under
the plan  may be paid in the form of a  lump-sum  on an  actuarially  equivalent
basis.  As of December  31,  2004,  the Bank had total  accrued  plan expense of
$206,809  with respect to benefits  payable under the SERP.  Benefits  under the
SERP  will be a tax  deductible  expense  to the  Bank at the time  that  actual
benefit  payments  are made.  The Bank has  invested in various  life  insurance
agreements with policy proceeds payable to the Bank in the event of the death of
plan  participants.  Such  insurance  proceeds  and  earnings  related  to  such
investments  are  anticipated  to  exceed  any plan  costs  related  to  benefit
payments.

         STOCK OPTIONS.  The following table sets forth  information  concerning
options  granted to the named  executive  officers  during the fiscal year ended
December 31, 2004. The Bank has not granted to the named executive  officers any
stock appreciation rights.

                                     - 60 -

<PAGE>

<TABLE>
<CAPTION>



                                          Option Grants in Last Fiscal Year
                         ----------------------------------------------------------
                         Individual Grants
                          Number of         % of Total
                         Securities           Options
                         Underlying         Granted to    Exercise or
                           Option          Employees in   Base Price     Expiration
           Name          Granted (#)        Fiscal Year     ($/Sh)           Date
           ----          -----------        -----------     ------           ----

<S>                      <C>               <C>         <C>           <C>
Vito S. Pantilione             600               4.8%        $15.00     February 2014
Ernest D. Huggard            2,400              19.3%        $15.00     February 2014
David O. Middlebrook         2,400              19.3%        $15.00     February 2014

</TABLE>


         The following table sets forth information  concerning  options held by
the named  executive  officers as of December 31, 2004. The Bank has not granted
to the named executive officers any stock appreciation rights.

<TABLE>
<CAPTION>

                                AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                       AND FISCAL YEAR END OPTION/SAR VALUES

                                                                               Number of Securities       Value of Unexercised
                                                                              Underlying Unexercised          in-the-Money
                               Average         Shares                         Options/SARs at Fiscal     Options/SARs at Fiscal
                               Exercise     Acquired on         Value         Year-End Exercisable/       Year-End Exercisable/
           Name                 Price       Exercise (#)     Realized ($)       Unexercisable (#)         Unexercisable ($)(1)
- ------------------------------------------------------------------------------------------------------------------------------

<S>                          <C>            <C>              <C>                 <C>      <C>               <C>       <C>
Vito S. Pantilione                 $ 8.40       N/A               N/A               64,031 / 0                 677,448 / 0
Ernest D. Huggard                  $ 9.64       N/A               N/A               23,190 / 0                 216,595 / 0
David O. Middlebrook               $10.06       N/A               N/A               15,270 / 0                 136,208 / 0


(1) Based on $18.98 per share,  the closing  price of the Bank's common stock on
    December 31, 2004.
</TABLE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Persons and groups owning in excess of 5% of the outstanding  shares of
the Bank's common stock are required to file reports  regarding  such  ownership
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act").
The following table sets forth, as of the Record Date, persons or groups who own
more than 5% of the  Bank's  common  stock and the  ownership  of all  executive
officers  and  Directors  of the Bank as a  group.  Other  than as noted  below,
management knows of no person or group that owns more than 5% of the outstanding
shares of the Bank's common stock at the Record Date.
<TABLE>
<CAPTION>

                                                                      PERCENT OF SHARES OF
                                              AMOUNT AND NATURE OF        COMMON STOCK
NAME AND ADDRESS OF BENEFICIAL OWNER         BENEFICIAL OWNERSHIP(1)      OUTSTANDING
- ------------------------------------         -----------------------      -----------

<S>                                           <C>
Vito S. Pantilione                                 _______(2)
601 Delsea Drive
Washington Township, New Jersey 08080

Celestino R. Pennoni                               _______(3)
601 Delsea Drive
Washington Township, New Jersey 08080

Jeffrey H. Kripitz                                 _______(4)
601 Delsea Drive
Washington Township, New Jersey 08080

</TABLE>

                                                      - 61 -

<PAGE>





All directors and executive officers of the            _______(5)
     Bank as a group (15 persons)

(1)  Includes  shares of common  stock  held  directly  as well as by spouses or
     minor children, in trust and other indirect beneficial ownership.

(2)  Includes  _______ shares of common stock which may be acquired  pursuant to
     the  exercise  of  options  within 60 days of the Record  Date and  _______
     shares of common  stock which may be acquired  pursuant to the  exercise of
     warrants within 60 days of the Record Date.

(3)  Includes  _______ shares of common stock which may be acquired  pursuant to
     the exercise of warrants within 60 days of the Record Date.

(4)  Includes  _______ shares of common stock which may be acquired  pursuant to
     the exercise of warrants within 60 days of the Record Date.

(5)  Includes  _______ shares of common stock which may be acquired  pursuant to
     the  exercise  of  options  within 60 days of the Record  Date and  _______
     shares of common  stock which may be acquired  pursuant to the  exercise of
     warrants within 60 days of the Record Date.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the  Securities  and Exchange Act of 1934, as amended,
requires the Bank's officers and directors, and persons who own more than 10% of
the Bank's common  stock,  to file reports of ownership and changes in ownership
with the Federal Deposit Insurance Corporation ("FDIC") and to provide copies of
those reports to the Bank.  The Bank is not aware of any  beneficial  owner,  as
defined under Section 16(a), of more than 10% of its common stock.  Based on the
Bank's  review  of such  ownership  reports  furnished  to the  Bank or  written
representations  from certain  reporting  persons,  no officer,  director or 10%
beneficial  owner of the Bank failed to file such ownership  reports on a timely
basis during the fiscal year ended December 31, 2004.

                          DESCRIPTION OF CAPITAL STOCK

GENERAL

         Parke Bancorp,  Inc. is authorized to issue 10,000,000 shares of common
stock, par value $0.10 per share and 1,000,000 shares of serial preferred stock,
par value $0.10 per share. Upon the Effective Date of the  Reorganization,  each
share of Parke  Bank  common  stock  will be  converted  into one share of Parke
Bancorp,  Inc. common stock. Each share of Parke Bancorp, Inc. common stock will
have the same  relative  rights as, and will be identical in all respects  with,
each  other   share  of  common   stock.   The  common   stock  will   represent
non-withdrawable  capital, will not be an account of insurable type and will not
be  insured  by  the  Federal  Deposit   Insurance   Corporation  or  any  other
governmental  agency. The Board of Directors can, without shareholder  approval,
issue additional shares of common stock.

COMMON STOCK

         DISTRIBUTIONS.  Parke  Bancorp,  Inc. can pay dividends if, as and when
declared by its Board of Directors, subject to compliance with limitations which
are imposed by law.  See "Market  Prices and  Dividends - Dividend  Restrictions
Imposed on Parke  Bancorp,  Inc." The holders of common stock of Parke  Bancorp,
Inc. will be entitled to receive and share  equally in such  dividends as may be
declared by the Board of Directors of Parke  Bancorp,  Inc. out of funds legally
available therefor.  If Parke Bancorp,  Inc. issues preferred stock, the holders
thereof may have a priority over the holders of the common stock with respect to
dividends.


                                     - 62 -

<PAGE>



         VOTING  RIGHTS.  The  holders of common  stock will  possess  exclusive
voting rights in Parke Bancorp,  Inc., except to the extent that preferred stock
is issued in the future with full or limited voting powers. The holder of shares
of common  stock will be entitled to one vote for each share held on all matters
subject to shareholder vote and will not have any right to cumulate votes in the
election of directors.

         LIQUIDATION  RIGHTS. In the event of any liquidation,  dissolution,  or
winding-up of Parke  Bancorp,  Inc.,  the holders of the common stock  generally
would be entitled  to receive,  after  payment of all debts and  liabilities  of
Parke Bancorp,  Inc.  (including all debts and  liabilities of Parke Bank),  all
assets of Parke Bancorp, Inc. available for distribution.  If preferred stock is
issued,  the holders  thereof may have a priority over the holders of the common
stock in the event of liquidation or dissolution.

         PREEMPTIVE RIGHTS; REDEMPTION.  Because the holders of the common stock
do not have any preemptive rights with respect to any shares Parke Bancorp, Inc.
may issue,  the Board of  Directors  of Parke  Bancorp,  Inc. may sell shares of
capital stock of Parke Bancorp, Inc., including both common and preferred stock)
without first  offering such shares to existing  shareholders.  The common stock
will not be subject to any redemption provisions.

PREFERRED STOCK

         Parke  Bancorp,  Inc. is authorized to issue up to 1,000,000  shares of
serial  preferred  stock  and to fix  and  state  voting  powers,  designations,
preferences,  or other special rights of preferred stock and the qualifications,
limitations  and  restrictions  of those  shares as the Board of  Directors  may
determine  in its  discretion.  Preferred  stock  may be  issued  in  distinctly
designated  series,  may be convertible  into common stock and may rank prior to
the common stock as to dividends rights,  liquidation preferences,  or both, and
may have full or limited  voting rights.  The issuance of preferred  stock could
adversely affect the voting and other rights of holders of common stock.

         The  authorized  but  unissued   shares  of  preferred  stock  and  the
authorized but unissued and unreserved  shares of common stock will be available
for issuance in future mergers or  acquisitions,  in future public  offerings or
private  placements.  Except as otherwise required to approve the transaction in
which the additional  authorized  shares of preferred stock would be issued,  no
shareholder  approval  generally  would be  required  for the  issuance of these
shares.

                             LEGAL AND TAX OPINIONS

         The legality of the issuance of Parke Bancorp,  Inc. common stock being
offered and certain matters relating to the  Reorganization and federal taxation
will be passed upon for us by Malizia Spidi & Fisch, PC, Washington, D.C.

                                     EXPERTS

         The  consolidated  financial  statements of Park Bank and Subsidiary at
December  31,  2003 and 2002  and for each of the  years in the two year  period
ended  December 31, 2003 have been included in this proxy  statement in reliance
upon the report of McGladrey & Pullen,  LLP,  appearing  elsewhere in this proxy
statement  and upon the  authority  of said firm as  experts in  accounting  and
auditing.




                                     - 63 -

<PAGE>



                                    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                            PARK BANK AND SUBSIDIARY

<TABLE>
<CAPTION>


AUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Years Ended December 31, 2003 and 2002)

<S>                                                                                                         <C>
Independent Auditor's Report....................................................................................F-1

Consolidated Balance Sheets as of December 31, 2003 and 2002 .................................................. F-2

Consolidated Statements of Operations for the Years Ended December 31, 2003 and 2002............................F-4

Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2003 and 2002..................F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2003 and 2002............................F-6

Notes to Consolidated Financial Statements......................................................................F-7

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Nine Months Ended September 30, 2004 and 2003)

Consolidated Balance Sheets as of September 30, 2004 and December 31, 2003(audited) .......................... F-27

Consolidated Statements of Operations for the Nine Months Ended September 30, 2004 and 2003....................F-29

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2004 and 2003....................F-31

Notes to Consolidated Financial Statements.....................................................................F-32

</TABLE>


         All  schedules  are omitted as the required  information  either is not
applicable or is included in the  consolidated  financial  statements or related
notes.

         Separate  financial  statements for Parke  Bancorp,  Inc. have not been
included in this prospectus  because Parke Bancorp,  Inc.,  which has engaged in
only organizational activities to date, has no significant assets, contingent or
other liabilities, revenues, expenses or earnings per share.







                                     - 64 -

<PAGE>


McGladrey & Pullen
Certified Public Accountants



                          Independent Auditor's report


Directors and Shareholders
Parke Bank
Sewell, New Jersey


        We have audited the  accompanying  consolidated  balance sheets of Parke
Bank  and  Subsidiary  as  of  December  31,  2003  and  2002  and  the  related
consolidated statements of operations,  shareholders' equity, and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Bank's  management.  Our  responsibility  is to  express  an  opinion  on  these
financial statements based on our audits.

        We conducted our audits in accordance with auditing standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

        In our opinion, the consolidated  financial statements referred to above
present fairly, in all material  respects,  the financial position of Parke Bank
and  Subsidiary  as of  December  31,  2003 and 2002,  and the  results of their
operations  and their cash flows for the years then ended,  in  conformity  with
accounting principles generally accepted in the United States of America.


                                       /s/McGladrey & Pullen, LLP


Blue Bell, Pennsylvania
January 15, 2004

McGladrey & Pullen, LLP is an independent  member firm of RSM International,  an
affiliation of independent accounting and consulting firms.

                                      F-1

<PAGE>

                            PARKE BANK AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS

                           DECEMBER 31, 2003 AND 2002
<TABLE>
<CAPTION>
                                                                       ASSETS
                                                                 2003             2002
                                                            -------------    -------------
<S>                                                        <C>              <C>
Cash and due from banks                                     $   2,542,256    $   3,515,376
Federal funds sold                                              1,725,000        4,025,000
                                                            -------------    -------------

        Cash and cash equivalents                               4,267,256        7,540,376
                                                            -------------    -------------

Investment securities available for sale, at market value      14,323,035       22,903,497
Investment securities held to maturity, at amortized cost
     (market value 2003 - $790,308; 2002 - $242,825)              798,999          250,000
                                                            -------------    -------------

        Total investment securities                            15,122,034       23,153,497
                                                            -------------    -------------
Restricted stock, at cost                                         497,300          296,000
                                                            -------------    -------------
Loans                                                         146,334,331       95,095,210
Less:  allowance for loan losses                               (2,256,070)      (1,333,000)
                                                            -------------    -------------
        Total net loans                                       144,078,261       93,762,210
                                                            -------------    -------------
Bank premises and equipment, net                                3,239,413        2,594,974
Accrued interest receivable and other assets                    6,799,375        3,556,337
                                                            -------------    -------------

        Total assets                                        $ 174,003,639    $ 130,903,394
                                                            =============    =============

</TABLE>
          See Notes to Consolidated Financial Statements.

                                       F-2

<PAGE>

                      LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                    2003           2002
                                                                ------------   ------------
<S>                                                           <C>            <C>
LIABILITIES
     Deposits
        Noninterest-bearing demand                              $ 12,745,309   $  8,637,685
        Interest-bearing                                         129,701,202     98,909,912
                                                                ------------   ------------
            Total deposits                                       142,446,511    107,547,597

     Borrowed funds                                               10,340,123      4,948,690

     Accrued interest payable and other accrued liabilities        1,224,398        779,194
                                                                ------------   ------------

            Total liabilities                                    154,011,032    113,275,481
                                                                ------------   ------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
     Common stock,
        $5 par value, 10,000,000 shares authorized;
        1,786,235 and 1,576,056 shares issued and outstanding
        at December 31, 2003 and 2002, respectively                8,931,175      7,880,280
     Additional paid-in capital                                   10,432,800      8,240,650
     Retained earnings                                               570,939      1,306,860
     Accumulated other comprehensive income                           57,693        200,123
                                                                ------------   ------------
            Total shareholders' equity                            19,992,607     17,627,913
                                                                ------------   ------------
            Total liabilities and shareholders' equity          $174,003,639   $130,903,394
                                                                ============   ============
</TABLE>

          See Notes to Consolidated Financial Statements.

                                       F-3

<PAGE>

                            PARKE BANK AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 2003 and 2002

<TABLE>
<CAPTION>

                                                                      2003         2002
                                                                  ----------   ----------
<S>                                                             <C>          <C>
INTEREST AND DIVIDEND INCOME
     Interest and fees on loans                                   $8,698,702   $5,787,953
     Interest and dividends on securities                            724,238      791,785
     Interest on federal funds sold                                   21,500       32,310
                                                                  ----------   ----------
            Total interest and dividend income                     9,444,440    6,612,048
                                                                  ----------   ----------

INTEREST EXPENSE
     Interest on deposits                                          3,014,145    2,713,558
     Interest on borrowings                                          167,527      246,930
                                                                  ----------   ----------
            Total interest expense                                 3,181,672    2,960,488
                                                                  ----------   ----------

            Net interest income                                    6,262,768    3,651,560

PROVISION FOR LOAN LOSSES                                            923,070      498,517
                                                                  ----------   ----------
            Net interest income after provision for loan losses    5,339,698    3,153,043
                                                                  ----------   ----------

NONINTEREST INCOME
     Loan brokerage fees                                              39,318       28,386
     Service charges on deposit accounts                             219,126      176,426
     Other fee income                                                456,919      265,154
     Net gain on the sale of securities                               63,681       18,124
                                                                  ----------   ----------
            Total noninterest income                                 779,044      488,090
                                                                  ----------   ----------

NONINTEREST EXPENSES
     Compensation and benefits                                     1,272,865      820,738
     Occupancy, equipment and data processing                        790,619      564,342
     Marketing and business development                              101,857      151,881
     Professional services                                           171,538      149,818
     Other operating expenses                                        500,527      391,890
                                                                  ----------   ----------
            Total noninterest expenses                             2,837,406    2,078,669
                                                                  ----------   ----------

INCOME BEFORE INCOME TAX EXPENSE                                   3,281,336    1,562,464

INCOME TAX EXPENSE                                                 1,279,437      620,485
                                                                  ----------   ----------

NET INCOME                                                        $2,001,899   $  941,979
                                                                  ==========   ==========

NET INCOME PER COMMON SHARE:
     Basic                                                        $     1.15   $     0.94
                                                                  ==========   ==========
     Diluted                                                      $     1.02   $     0.93
                                                                  ==========   ==========

WEIGHTED AVERAGE SHARES OUTSTANDING:
     Basic                                                         1,740,608      998,058
                                                                  ==========   ==========
     Diluted                                                       1,959,358    1,008,038
                                                                  ==========   ==========
</TABLE>
          See Notes to Consolidated Financial Statements.

                                       F-4

<PAGE>

                            PARKE BANK AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                     YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                                                  Accumulated
                                                                    Additional                      Other         Total
                                                      Common          Paid-In        Retained    Comprehensive  Shareholders'
                                                      Stock           Capital        Earnings     Income (Loss)   Equity
                                                      -----           -------        --------     -------------   ------

<S>                                              <C>             <C>              <C>           <C>           <C>
Balance, December 31, 2001                         $4,192,780      $ 4,076,716      $ 364,881     $(81,566)     $ 8,552,811

Net proceeds from issuance of
     common stock                                   3,687,500        4,163,934              -            -        7,851,434

Comprehensive income:

     Net income - 2002                                      -                -        941,979            -          941,979

     Change in net unrealized gain (loss) on securities
        available for sale, net of reclassification
        adjustment and tax effects, if any                  -                -              -      281,689          281,689
                                                                                                             ---------------

            Total comprehensive income                                                                            1,223,668
                                                 -------------   --------------  -------------   ----------  ---------------

Balance, December 31, 2002                          7,880,280        8,240,650      1,306,860      200,123       17,627,913

Net proceeds from issuance of
     common stock                                     243,875          261,758              -            -          505,633

10% common stock dividend                             807,020        1,930,392     (2,737,820)           -             (408)

Comprehensive income:

     Net income - 2003                                      -                -      2,001,899            -        2,001,899

     Change in net unrealized gain (loss) on securities
        available for sale, net of reclassification
        adjustment and tax effects, if any                  -                -              -     (142,430)        (142,430)
                                                                                                             ---------------

            Total comprehensive income                                                                            1,859,469
                                                 -------------   --------------  -------------   ----------  ---------------

Balance, December 31, 2003                         $8,931,175      $10,432,800      $ 570,939      $57,693      $19,992,607
                                                 =============   ==============  =============   ==========  ===============
</TABLE>
          See Notes to Consolidated Financial Statements.

                                      F-5

<PAGE>

                            PARKE BANK AND SUBSIDIARY

                      CONDOLIDATED STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                                 2003            2002
                                                                            ------------    ------------
<S>                                                                       <C>             <C>
OPERATING ACTIVITIES
     Net income                                                             $  2,001,899    $    941,979
     Adjustments to reconcile net income to
        net cash provided by operating activities:
            Depreciation and amortization                                        194,874          88,593
            Provision for loan losses                                            923,070         498,517
            Realized gains on sales of securities and loans                      (63,681)        (18,124)
            Net (accretion) amortization of purchase premiums
               and discounts on securities                                        (6,714)         13,349
            Deferred income tax benefit                                         (290,700)       (137,372)
            Changes in operating assets and liabilities:
               Increase in accrued interest receivable and other assets         (857,385)       (249,404)
               Increase (decrease) in accrued interest payable and other
                   accrued liabilities                                           445,204        (178,884)
                                                                            ------------    ------------
                      Net cash provided by operating activities                2,346,567         958,654
                                                                            ------------    ------------

INVESTING ACTIVITIES
     Purchases of investment securities held to maturity                        (549,682)              -
     Purchases of investment securities available for sale                    (6,376,623)    (19,558,186)
     (Purchases) sales of restricted stock                                      (201,300)         40,500
     Proceeds from sales of investment securities available for sale           8,905,271         986,857
     Proceeds from maturities of investment securities available for sale      2,500,000       6,577,092
     Principal payments on mortgage-backed securities                          3,385,509       2,477,793
     Purchase of bank-owned life insurance                                    (2,000,000)     (2,500,000)
     Net increase in loans                                                   (51,239,121)    (31,858,038)
     Purchases of premises and equipment                                        (839,313)     (2,115,286)
                                                                            ------------    ------------
                      Net cash used in investing activities                  (46,415,259)    (45,949,268)
                                                                            ------------    ------------

FINANCING ACTIVITIES
     Net proceeds from issuance of common stock                                  505,225       7,851,434
     Proceeds from borrowings                                                  8,000,000       4,148,690
     Repayment of borrowings                                                  (2,608,567)     (6,035,000)
     Net increase in interest-bearing deposits                                30,791,290      38,522,370
     Net increase in noninterest-bearing deposits                              4,107,624       3,415,992
                                                                            ------------    ------------
                      Net cash provided by financing activities               40,795,572      47,903,486
                                                                            ------------    ------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                              (3,273,120)      2,912,872

CASH AND CASH EQUIVALENTS, JANUARY 1,                                          7,540,376       4,627,504
                                                                            ------------    ------------

CASH AND CASH EQUIVALENTS, DECEMBER 31,                                     $  4,267,256    $  7,540,376
                                                                            ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid during the year for:
        Interest on deposits and borrowed funds                             $  3,171,116    $  2,938,912
                                                                            ============    ============
        Income taxes                                                        $  1,492,000    $    725,000
                                                                            ============    ============
</TABLE>

                 See Notes to Consolidated Financial Statements

                                      F-6

<PAGE>

                           PARKE BANK AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.           DESCRIPTION OF BUSINESS AND SUMMARY OF
                  SIGNIFICANT ACCOUNTING POLICIES

                  Description of Business

                         Parke Bank (the "Bank") is a commercial bank, which was
                  incorporated  on August 25, 1998, and commenced  operations on
                  January  28,  1999.  The Bank is  chartered  by the New Jersey
                  Department of Banking and Insurance and insured by the Federal
                  Deposit   Insurance   Corporation.   The  Bank  maintains  its
                  principal office at 601 Delsea Drive, Washington Township, New
                  Jersey, and two additional branch office locations, one at 501
                  Tilton Road,  Northfield,  New Jersey and the other at 567 Egg
                  Harbor Road, Washington Township, New Jersey.

                         The accounting and financial  reporting policies of the
                  Bank conform to accounting  principles  generally  accepted in
                  the United States of America and to general  practices  within
                  the banking industry.  The policies that materially affect the
                  determination of financial position, results of operations and
                  cash flows are summarized below.

                  Principles of Consolidation

                         The  accompanying   consolidated  financial  statements
                  include  the  accounts  of  Parke  Bank  and its  wholly-owned
                  subsidiary    Parke   Capital    Markets.    All   significant
                  inter-company balances and transactions have been eliminated.

                  Cash and Cash Equivalents

                         Cash  and  cash  equivalents   include  cash  on  hand,
                  balances due from banks and federal funds sold.

                  Investment Securities

                         Investment  securities are classified  under one of the
                  following categories:  "held to maturity" and accounted for at
                  historical  cost,  adjusted for  accretion  of  discounts  and
                  amortization  of premiums;  "available for sale" and accounted
                  for at fair market  value,  with  unrealized  gains and losses
                  reported as a separate  component of shareholders'  equity; or
                  "trading"  and  accounted  for  at  fair  market  value,  with
                  unrealized  gains and losses  reported as a  component  of net
                  income. The Bank does not hold trading securities.

                                      F-7

<PAGE>

                           PARKE BANK AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.           DESCRIPTION OF BUSINESS AND SUMMARY OF
                  SIGNIFICANT ACCOUNTING POLICIES (Continued)

                  Investment Securities (Continued)

                         At  December  31,  2003 and 2002,  the Bank  identified
                  investment  securities  that  would  be  held  for  indefinite
                  periods of time,  including  securities  that would be used as
                  part of the Bank's  asset/liability  management  strategy  and
                  possibly  sold in  response  to  changes  in  interest  rates,
                  prepayments  and  similar   factors.   These   securities  are
                  classified  as  "available  for sale" and are  carried at fair
                  value, with any temporary  unrealized gains or losses reported
                  as a separate component of other comprehensive  income, net of
                  the related  income tax effect.  Declines in the fair value of
                  individual  available for sale and held to maturity securities
                  below  their  cost that are  other  than  temporary  result in
                  write-downs of the individual  securities to their fair value,
                  and are included in  noninterest  income in the  statements of
                  operations.  Factors affecting the determination of whether an
                  other-than-temporary   impairment   has  occurred   include  a
                  downgrading  of the security by rating  agency,  a significant
                  deterioration  in the  financial  condition of the issuer,  or
                  that management  would not have the intent and ability to hold
                  a security  for a period of time  sufficient  to allow for any
                  anticipated recovery in fair value.

                         Also, at December 31, 2003 and 2002,  the Bank reported
                  investments in securities that were carried at cost,  adjusted
                  for  amortization  of premium and  accretion of discount.  The
                  Bank has the  intent  and  ability  to hold  these  investment
                  securities to maturity considering all reasonably  foreseeable
                  events or conditions. These securities are classified as "held
                  to maturity."

                         The amortization of premiums and accretion of discounts
                  over the  contractual  lives of the  related  securities,  are
                  recognized in interest income using the interest method. Gains
                  and losses on the sale of such  securities  are  accounted for
                  using the specific identification method.

                  Restricted Stock

                         Restricted  stock  includes  investments  in the common
                  stocks of the  Federal  Home Loan Bank of New York  ("FHLBNY")
                  and the Atlantic  Central  Bankers Bank and is carried at cost
                  because of ownership restrictions.

                  Loans

                         The Bank makes  commercial,  real  estate and  consumer
                  loans  to  customers.   A  substantial  portion  of  the  loan
                  portfolio is represented by loans in Southern New Jersey.  The
                  ability of the  Bank's  debtors to honor  their  contracts  is
                  dependent upon the real estate and general economic conditions
                  in this area.  Loans are stated at the  outstanding  principal
                  amount,  adjusted  for the  allowance  for loan losses and any
                  deferred fees or costs on originated loans. Interest income on
                  loans is  recognized as earned based on  contractual  interest
                  rates applied to daily principal amounts outstanding.

                                      F-8

<PAGE>

                           PARKE BANK AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.           DESCRIPTION OF BUSINESS AND SUMMARY OF
                  SIGNIFICANT ACCOUNTING POLICIES (Continued)

                  Loans-Nonaccrual

                         Loans are placed on  nonaccrual  status and the accrual
                  of interest  income  ceases,  when a default of  principal  or
                  interest  exists for a period of ninety days except  when,  in
                  management's   judgment,   the  collection  of  principal  and
                  interest  is  reasonably  anticipated  (i.e.  the loan is well
                  secured and in the process of collection). Interest receivable
                  on nonaccrual loans previously credited to income is reversed,
                  and subsequently  recognized as income only as received if the
                  collection  of  principal  is  reasonably  assured.  Loans are
                  returned to accrual status when all the principal and interest
                  amounts  contractually  due are  brought  current  and  future
                  payments are reasonably assured.

                  Loans-Restructured

                         Restructured  loans are those  loans  whose  terms have
                  been  modified  because  of  deterioration  in  the  financial
                  condition of the borrower to provide for a reduction of either
                  interest or principal or an extension of the payment period.

                  Concentration of Credit Risk

                         The Bank's loans are generally to diversified customers
                  in  Southern   New  Jersey  and  the   Philadelphia   area  of
                  Pennsylvania.  Loans to general building contractors,  general
                  merchandise stores, restaurants,  motels, warehouse space, and
                  real estate ventures (including construction loans) constitute
                  approximately 78% of commercial loans as of December 31, 2003.
                  The  concentrations of credit by type of loan are set forth in
                  Note 4. Generally,  loans are  collateralized by assets of the
                  borrower  and are  expected to be repaid  from the  borrower's
                  cash flow or proceeds from the sale of selected  assets of the
                  borrower.

                  Loan Fees

                         Loan  fees  and  direct  costs   associated  with  loan
                  originations  are netted and deferred.  The deferred amount is
                  recognized  as an adjustment to loan interest over the term of
                  the related loans on the interest method. Loan brokerage fees,
                  which  represent  commissions  earned for  facilitating  loans
                  between  borrowers and other banks,  are recorded in income as
                  earned.

                  Allowance for Loan Losses

                         The allowance for loan losses is  established as losses
                  are  estimated to have  occurred  through a provision for loan
                  losses.  Loans that are  determined  to be  uncollectible  are
                  charged   against  the  allowance   account,   and  subsequent
                  recoveries,  if  any,  are  credited  to the  allowance.  When
                  evaluating the adequacy of the allowance, an assessment of the
                  loan  portfolio  will   typically   include   changes  in  the
                  composition  and  volume  of  the  loan   portfolio,   overall
                  portfolio quality and past loss experience, review of specific
                  problem loans,  current  economic  conditions which may affect
                  borrowers'  ability  to  repay,  and other  factors  which may
                  warrant current recognition. Such periodic assessments may, in
                  management's judgment, require the Bank to recognize additions
                  or reductions to the allowance.

                                      F-9

<PAGE>

                           PARKE BANK AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.           DESCRIPTION OF BUSINESS AND SUMMARY OF
                  SIGNIFICANT ACCOUNTING POLICIES (Continued)

                  Allowance for Loan Losses (Continued)

                         Various  regulatory  agencies  periodically  review the
                  adequacy  of  the  Bank's  allowance  for  loan  losses  as an
                  integral part of their examination process.  Such agencies may
                  require the Bank to recognize  additions or  reductions to the
                  allowance based on their  evaluation of information  available
                  to them at the time of  their  examination.  It is  reasonably
                  possible that the above factors may change  significantly and,
                  therefore,  affect management's determination of the allowance
                  for loan losses in the near term.

                         A loan is considered  impaired  when,  based on current
                  information  and events,  it is probable that the Bank will be
                  unable to collect  the  scheduled  payments  of  principal  or
                  interest  when due according to the  contractual  terms of the
                  loan   agreement.   Factors   considered   by   management  in
                  determining  impairment  include  payment  status,  collateral
                  value, and the probability of collecting  scheduled  principal
                  and  interest   payments  when  due.  Loans  that   experience
                  insignificant  payment delays and payment shortfalls generally
                  are not  classified  as impaired.  Management  determines  the
                  significance  of payment  delays and payment  shortfalls  on a
                  case-by-case  basis,  taking  into  consideration  all  of the
                  circumstances surrounding the loan and the borrower, including
                  the  length of the  delay,  the  reasons  for the  delay,  the
                  borrower's  prior  payment  record,  and  the  amount  of  the
                  shortfall  in relation to the  principal  and  interest  owed.
                  Impairment is measured on a loan by loan basis for  commercial
                  loans by either the  present  value of  expected  future  cash
                  flows  discounted at the loans  effective  interest  rate, the
                  loan's  obtainable  market  price,  or the  fair  value of the
                  collateral if the loan is collateral dependent.

                         Large groups of smaller balance  homogeneous  loans are
                  collectively evaluated for impairment.  Accordingly,  the Bank
                  does  not   separately   identify   individual   consumer  and
                  residential loans for impairment disclosures.

                  Interest Rate Risk

                         The Bank is  principally  engaged  in the  business  of
                  attracting  deposits  from the general  public and using these
                  deposits,  together with other borrowed and brokered funds, to
                  make commercial,  commercial mortgage,  residential  mortgage,
                  and  consumer  loans,  and to  invest  in  overnight  and term
                  investment  securities.  Inherent  in such  activities  is the
                  potential  for the Bank to  assume  interest  rate  risk  that
                  results from  differences  in the  maturities  and  re-pricing
                  characteristics  of assets and  liabilities.  For this reason,
                  management  regularly monitors the level of interest rate risk
                  and the potential impact on net income.

                  Bank Premises and Equipment

                         Premises  and   equipment   are  stated  at  cost  less
                  accumulated  depreciation  and  amortization.  Depreciation is
                  computed and charged to expense using the straight-line method
                  over  the  estimated  useful  lives of the  assets.  Leasehold
                  improvements  are amortized to expense over the shorter of the
                  term of the respective  lease or the estimated  useful life of
                  the improvements.

                                      F-10

<PAGE>

                           PARKE BANK AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1.           DESCRIPTION OF BUSINESS AND SUMMARY OF
                  SIGNIFICANT ACCOUNTING POLICIES (Continued)

                  Income Taxes

                         The amount  provided for federal  income taxes is based
                  on  income  reported  for  consolidated   financial  statement
                  purposes.

                         Deferred  federal and state tax assets and  liabilities
                  are recognized  for the expected  future tax  consequences  of
                  existing differences between financial statement and tax bases
                  of existing assets and liabilities.  The effect of a change in
                  the tax rate on deferred  taxes is recognized in the period of
                  the enactment date.

                  Use of Estimates

                         The  preparation  of  financial   statements   requires
                  management to make estimates and  assumptions  that affect the
                  reported  amounts of assets and  liabilities and disclosure of
                  contingent assets and liabilities at the date of the financial
                  statements  and  reported  amounts of  revenues  and  expenses
                  during the reporting period.  Actual results could differ from
                  those  estimates.  Material  estimates  that are  particularly
                  susceptible to  significant  change in the near term relate to
                  the  determination  of the  allowance  for loan losses and the
                  valuation allowance for deferred tax assets.

                  Comprehensive Income

                         Accounting principles generally require that recognized
                  revenue, expenses, gains and losses be included in net income.
                  Although  certain changes in assets and  liabilities,  such as
                  unrealized  gains and losses on available for sale securities,
                  are reported as a separate  component of the equity section of
                  the  balance  sheet,  such items,  along with net income,  are
                  components of comprehensive income.

                         The  components  of  other  comprehensive   income  and
                  related tax effects are as follows:

<TABLE>
<CAPTION>
                                                                          2003         2002
                                                                       ---------    ---------

<S>                                                                  <C>          <C>
                  Unrealized holding gains (losses) on
                       available for sale securities                   $(173,703)   $ 487,606
                  Reclassification adjustment for net gains
                       realized in income                                (63,681)     (18,124)
                                                                       ---------    ---------
                  Net unrealized gains (losses)                         (237,384)     469,482
                  Tax effect                                              94,954     (187,793)
                                                                       ---------    ---------
                  Net-of-tax amount                                    $(142,430)   $ 281,689
                                                                       =========    =========
</TABLE>


                                      F-11
<PAGE>

                           PARKE BANK AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.           DESCRIPTION OF BUSINESS AND SUMMARY OF
                  SIGNIFICANT ACCOUNTING POLICIES (Continued)


                  Earnings Per Common Share

                         Basic earnings per common share is computed by dividing
                  net income by the  weighted  average  number of common  shares
                  outstanding  during the period.  Diluted  earnings  per common
                  share  considers  common  stock  equivalents  (when  dilutive)
                  outstanding  during the period  such as options  and  warrants
                  outstanding.  Earnings  per common  share  have been  computed
                  based on the following  for the years ended  December 31, 2003
                  and 2002:

                                                             2003         2002
                                                         ----------   ----------

                  Net income                             $2,001,899   $  941,979
                                                         ==========   ==========

                  Average number of common shares
                     outstanding                          1,740,608      998,058
                  Effect of dilutive options                218,750        9,980
                                                         ----------   ----------

                  Average number of common shares
                    outstanding  used
                    to calculate diluted
                    earnings per common share             1,959,358    1,008,038
                                                          =========    =========

                  Stock-Based Employee Compensation

                         The Bank has a stock-based  employee  compensation plan
                  which has been in  existence  for all periods  presented,  and
                  which is more fully  described in Note 13. As permitted  under
                  generally accepted  accounting  principles,  grants of options
                  under the plan are  accounted  for under the  recognition  and
                  measurement  principles of APB Opinion No. 25,  Accounting for
                  Stock  Issued  to  Employees,   and  related  Interpretations.
                  Because  options  granted under the plan had an exercise price
                  equal to or greater  than the market  value of the  underlying
                  common  stock on the date of grant,  no  stock-based  employee
                  compensation  cost is included in determining net income.  The
                  following  table  illustrates  the  effect on net  income  and
                  earnings  per  share if the Bank had  applied  the fair  value
                  recognition provisions of Financial Accounting Standards Board
                  ("FASB")   Statement  No.  123,   Accounting  for  Stock-Based
                  Employee Compensation, to stock-based employee compensation.

                                      F-12

<PAGE>

                           PARKE BANK AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1.           DESCRIPTION OF BUSINESS AND SUMMARY OF
                  SIGNIFICANT ACCOUNTING POLICIES (Continued)

                  Stock-Based Employee Compensation (Continued)

                         For the years ended December 31, 2003 and 2002:

<TABLE>
<CAPTION>
                                                                                 2003       2002
                                                                                 ----       ----

<S>                                                                       <C>          <C>
                  Net income, as reported                                   $2,001,899   $941,979

                  Deduct total stock-based compensation expense
                       determined  under  the fair  value  method
                       for all awards, net of related tax effects             (114,000)   (73,200)
                                                                            ----------   --------

                  Pro forma net income                                      $1,887,899   $868,779
                                                                            ==========   ========

                        Earnings per share:
                              Basic:
                           As reported                                      $     1.15   $   0.94
                           Pro forma                                        $     1.08   $   0.87
                             Diluted:
                           As reported                                      $     1.02   $   0.93
                           Pro forma                                        $      .96   $   0.86
</TABLE>

NOTE 2.           CASH AND DUE FROM BANKS

                         The Bank maintains  various deposit accounts with other
                  banks  to  meet  normal  funds  transaction  requirements,  to
                  satisfy deposit reserve requirements,  and to compensate other
                  banks for certain correspondent  services. The Federal Deposit
                  Insurance  Corporation  insures these  accounts up to $100,000
                  per account.  Management  is  responsible  for  assessing  the
                  credit risk of its  correspondent  banks.  The  withdrawal  or
                  usage   restrictions   of  these   balances  did  not  have  a
                  significant  impact  on  the  operations  of  the  Bank  as of
                  December 31, 2003,  because reserve  requirements were covered
                  by vault cash and balances held at the Federal Reserve Bank of
                  Philadelphia.

                                      F-13

<PAGE>

                           PARKE BANK AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 3.           INVESTMENT SECURITIES

                           The Bank's  investment  securities as of December 31,
                  2003 were as follows:

<TABLE>
<CAPTION>

                                                                               Gross          Gross    Estimated
                                                           Amortized         Unrealized    Unrealized    Market
                                                             Cost              Gains         Losses      Value
                                                             ----              -----         ------      -----
<S>                                                      <C>                 <C>            <C>       <C>
   Available For Sale
   ------------------
     U.S. Government agencies and corporations            $ 4,329,013         $      -       $73,193   $ 4,255,820
     Mutual Funds                                           3,162,435                -        26,401     3,136,034
     Mortgage-backed securities
                                                            6,735,433          195,748             -     6,931,181
                                                          -----------         --------       -------    ----------
       Total securities available for sale                $14,226,881         $195,748       $99,594   $14,323,035
                                                          ===========         ========       =======   ===========
   Held to Maturity
   ----------------
     Municipals                                           $   548,999         $      -       $ 8,691   $   540,308
     Corporate trust preferred security                       250,000                -             -       250,000
                                                          -----------         --------       -------   -----------
            Total securities held to maturity             $   798,999         $      -       $ 8,691   $   790,308
                                                          ===========         ========       =======   ===========
</TABLE>


                         The Bank's  investment  securities  as of December  31,
                  2002 were as follows:

<TABLE>
<CAPTION>
                                                                               Gross          Gross    Estimated
                                                           Amortized         Unrealized    Unrealized    Market
                                                             Cost              Gains         Losses      Value
                                                             ----              -----         ------      -----

<S>                                                      <C>                 <C>             <C>      <C>
   Available For Sale
   ------------------
     U.S. Government agencies and corporations            $ 4,343,311         $ 14,427        $    -   $ 4,357,738
     Municipals                                             1,000,487                -           257     1,000,230
     Mutual Funds                                          10,032,135           32,010             -    10,064,145
     Mortgage-backed securities                             7,194,026          287,358             -     7,481,384
                                                          -----------         --------       -------    ----------
       Total securities available for sale                $22,569,959         $333,795        $  257   $22,903,497
                                                          ===========         ========        ======   ===========

   Held to Maturity
   ----------------
     Corporate trust preferred security                   $   250,000         $      -       $ 7,175   $   242,825
                                                          ===========         ========       =======   ===========
</TABLE>

                         The  amortized  cost  and  estimated  market  value  of
                  investment  securities  at December  31,  2003 by  contractual
                  maturities  are shown below.  Expected  maturities  may differ
                  from  contractual  maturities  in  mortgage-backed  securities
                  because the mortgages  underlying the securities may be called
                  or prepaid without any penalties;  therefore, these securities
                  are not included in the maturity  categories  in the following
                  maturity summary.

                                      F-14

<PAGE>

                           PARKE BANK AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3.           INVESTMENT SECURITIES (Continued)

<TABLE>
<CAPTION>

                                                              Available For Sale                    Held to Maturity
                                                              ------------------                    ----------------
                                                         Amortized           Market           Amortized          Estimated
                                                            Cost              Value              Cost          Market Value
                                                            ----              -----              ----          ------------

<S>                                                  <C>                  <C>                 <C>                <C>
   Maturing within one year                            $         -          $         -         $       -          $        -
   Maturing after one year but within five years         1,273,760            1,266,550                 -                   -
   Maturing after five years, but within ten years       1,000,000            1,003,750           548,999             540,308
   Maturing after ten years                              2,055,253            1,985,520           250,000             250,000
                                                        -----------         -----------         ---------          ----------
                                                         4,329,013            4,255,820           798,899             790,308
   Mortgage-backed securities                            6,735,433            6,931,181                 -                   -
   Mutual funds                                          3,162,435            3,136,034
                                                        -----------         -----------         ---------          ----------
                                                                                                        -                   -
      Total securities                                 $14,226,881          $14,323,035         $ 798,999          $  790,308
                                                       ===========          ===========         =========          ==========
</TABLE>

                           Gross  realized gains amounted to $75,814 in 2003 and
                  $18,124 in 2002. There were realized losses of $12,133 in 2003
                  and $-0- in 2002.

                           As of December 31, 2003,  approximately $8,061,000 of
                  investment  securities  are pledged as collateral for borrowed
                  funds (Note 9). In addition,  securities with a carrying value
                  of $249,506 were pledged to secure public deposits at December
                  31, 2003.

                           As of December 31, 2002,  approximately $7,473,000 of
                  investment  securities  are pledged as collateral for borrowed
                  funds (Note 9). In addition,  securities with a carrying value
                  of $249,546 were pledged to secure public deposits at December
                  31, 2002.

                         The fair value of securities with unrealized  losses by
                  length of time that the individual  securities  have been in a
                  continuous loss position at December 31, 2003, are as follows:

<TABLE>
<CAPTION>
                                                    Continuous Unrealized Losses         Continuous Unrealized Losses
                                                  Existing for Less Than 12 Months     Existing for More Than 12 Months
                                                                      Unrealized                            Unrealized
                                                   Fair Value           Losses           Fair Value           Losses
                                                ---------------------------------------------------------------------------
<S>                                               <C>                <C>              <C>                   <C>
              Available for sale:
                U.S. Government agencies and
                 corporations:                      $  926,674         $ 73,193         $         -           $       -
                Mutual funds                         3,136,034           26,401                   -                   -

                Mortgage-backed securities                   -                -                   -                   -
                                                    ----------         --------         -----------           ---------
                                                     4,062,708           99,594                   -                   -
                                                    ----------         --------         -----------           ---------
              Held to maturity:
                Municipals                             540,308            8,691                   -                   -
                Corporate trust preferred
                 securities                                  -                -                   -                   -
                                                       540,308            8,691                   -                   -
                                                    ----------         --------         -----------           ---------
                  Total temporarily impaired
                    securities                      $4,603,016         $108,285        $          -           $       -
                                                    ==========         ========        ============           =========

</TABLE>

                                      F-15

<PAGE>

                           PARKE BANK AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3.           INVESTMENT SECURITIES (Continued)

                         The  unrealized  losses that existed as of December 31,
                  2003 are the result of market  changes in interest rates since
                  the securities  were  purchased.  This factor coupled with the
                  fact  the  Bank  has  both  the  intent  and  ability  to hold
                  securities  for a period of time  sufficient  to allow for any
                  anticipated  recovery  in fair  value  substantiates  that the
                  unrealized  losses in the  available  for sale  portfolio  are
                  temporary.

NOTE 4.           LOANS

                         The  composition  of net loans as of December  31, 2003
                  and 2002 are as follows:
<TABLE>
<CAPTION>

                                                                   2003                  2002
                                                                   ----                  ----
<S>                                                         <C>                    <C>
                          Commercial                          $122,943,181           $77,824,267
                          Residential real estate               20,152,977            14,559,920
                          Consumer                               3,405,909             2,874,330
                                                              ------------           -----------
                          Total loans                          146,502,067            95,258,517
                          Less: allowance for loan losses       (2,256,070)           (1,333,000)
                          Less: net deferred loan fees            (167,736)             (163,307)
                                                              ------------           -----------
                            Net loans                         $144,078,261           $93,762,210
                                                              ============           ===========
</TABLE>

                         At December  31,  2003,  approximately  $11,700,000  of
                  residential  real estate  loans were pledged to the FHLBNY for
                  potential borrowings (Note 9).

NOTE 5.           LOANS AND DEPOSITS TO RELATED PARTIES

                         In the normal course of business,  the Bank has granted
                  loans to officers,  directors  and their  affiliates  (related
                  parties).  In the  opinion of  management,  the terms of these
                  loans, including interest rates and collateral, are similar to
                  those  prevailing  for  comparable   transactions  with  other
                  customers  and do not  involve  more  than a  normal  risk  of
                  collectibility.

                         An analysis of the activity of such related party loans
                  is as follows:

                                                 2003               2002
                                                 ----               ----

                 Balance, beginning of year    $6,392,357       $4,047,257
                   Advances                     6,521,900        3,395,578
                   Less: Repayments            (2,695,078)      (1,050,478)
                                               ----------      -----------
                 Balance, end of year         $10,219,179       $6,392,357
                                              ===========       ==========

                         At December  31, 2003 and 2002,  deposits  from related
                  parties  totaled  approximately   $5,877,000  and  $6,430,000,
                  respectively.

                                      F-16

<PAGE>

                           PARKE BANK AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 6.           ALLOWANCE FOR LOAN LOSSES

                         An  analysis of the  allowance  for loan losses for the
                  years ended December 31, 2003 and 2002 is as follows:
<TABLE>
<CAPTION>

                                                          2003                2002
                                                          ----                ----
<S>                                                  <C>                 <C>
                 Balance, beginning of year            $1,333,000          $ 834,483
                 Provision for loan losses                923,070            498,517
                 Charge offs                               (1,000)                 -
                 Recoveries                                 1,000                  -
                                                       ----------         ----------
                 Balance, end of year                  $2,256,070         $1,333,000
                                                       ==========         ==========
</TABLE>

                         Information  about impaired loans and nonaccrual  loans
                  as of and for the years ended December 31, 2003 and 2002 is as
                  follows:

<TABLE>
<CAPTION>
                                                                                            2003                2002
                                                                                            ----                ----
<S>                                                                                   <C>                  <C>
                 Impaired loans with a valuation allowance                              $ 1,171,713          $ 1,151,574
                 Impaired loans without a valuation allowance                                     -              339,776
                                                                                        -----------          -----------
                      Total impaired loans                                              $ 1,171,713          $ 1,491,350
                                                                                        ===========          ===========
                 Related allowance for loan losses for loan impaired                    $   486,591          $   301,524
                                                                                        ===========          ===========
                 Nonaccrual loans (included in total impaired loans)                    $   794,135          $ 1,031,067
                                                                                        ===========          ===========
                 Loans past due ninety days or more and still accruing                            -          $    50,000
                                                                                        ===========          ===========
                 Average monthly balance of impaired loans (based on month-end
                   balances)                                                            $ 1,241,944          $ 1,191,441
                                                                                        ===========          ===========
                 Interest income recognized on cash basis on impaired loans             $    43,430          $     3,761
                                                                                        ===========          ===========
</TABLE>

NOTE 7.           BANK PREMISES AND EQUIPMENT

                         A summary of the cost and  accumulated  depreciation of
                  bank  premises and  equipment as of December 31, 2003 and 2002
                  is as follows:

<TABLE>
<CAPTION>
                                                                        2003                 2002
                                                                        ----                 ----
<S>                                                                <C>                   <C>
                 Land                                                $  470,000            $  300,000
                 Building and improvements                            2,484,510             1,932,492
                 Furniture and equipment                                675,566               676,930
                                                                     ----------            ----------
                 Total premises and equipment, at cost                3,630,076             2,909,422
                 Less: accumulated depreciation and amortization       (390,663)             (314,448)
                                                                    -----------            ----------
                 Premises and equipment, net                        $ 3,239,413            $2,594,974
                                                                    ===========            ==========
</TABLE>

                         Depreciation  expense was  $194,874 in 2003 and $88,593
                  in 2002.

                                      F-17

<PAGE>

                           PARKE BANK AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7.           BANK PREMISES AND EQUIPMENT (Continued)

                         The Bank was  obligated  under a  non-cancelable  lease
                  agreement  executed in July 1998 related to its Bank  building
                  ("building") with a limited liability company whose principals
                  are also  members of the  Bank's  Board of  Directors.  During
                  2002,  the Bank  executed  its lease  option to  purchase  the
                  building for its market value of $1,500,000.  In addition,  in
                  March 2002, the Bank entered a non-cancelable  operating lease
                  agreement related to its Northfield branch office. The term of
                  the March 2002  lease is for 10 years with two 5-year  renewal
                  options.  Rental  payments under this lease  commenced in July
                  2002. The Bank is  responsible  for its pro-rata share of real
                  estate taxes,  and all insurance,  utilities,  maintenance and
                  repair costs for the benefit of the branch office. At December
                  31, 2003, the required future rental payments under this lease
                  are as follows:

                                 YEARS ENDING
                                 DECEMBER 31,                     AMOUNT
                                 ------------                     ------

                                   2004                           $55,500
                                   2005                            58,500
                                   2006                            62,500
                                   2007                            65,500
                                   2008                            66,500
                                   Thereafter                     240,500
                                                                 --------

                           Total minimum lease payments          $549,000
                                                                 ========

                         Rent  expense was $53,250 in 2003 and $113,361 in 2002.
                  Related party rent paid was $-0- in 2003 and $83,960 in 2002.

NOTE 8.           DEPOSITS

                         Deposits at December 31, 2003 and 2002 consisted of the
                  following:

<TABLE>
<CAPTION>
                                                                       2003                  2002
                                                                       ----                  ----

<S>                                                              <C>                    <C>
                         Demand deposits, noninterest-bearing      $ 12,745,309           $  8,637,685
                         Demand deposits, interest-bearing           24,168,980             18,748,048
                         Savings deposits                            22,735,902             18,157,627
                         Time deposits of $100,000 or more           42,806,744             29,287,513
                         Other time deposits                         39,989,576             32,716,724
                                                                   ------------           ------------
                         Total deposits                            $142,446,511           $107,547,597
                                                                   ============           ============
</TABLE>

                         Included in deposits at December 31, 2003 and 2002 were
                  $37,997,575  and   $29,762,214,   respectively,   of  brokered
                  deposits.

                                      F-18

<PAGE>

                           PARKE BANK AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8.           DEPOSITS (Continued)

                         Scheduled  maturities  of  certificates  of  deposit at
                  December 31, 2003 are as follows:

                                 YEARS ENDING
                                 DECEMBER 31,                AMOUNT
                                 ------------                ------

                                   2004                    $52,794,328
                                   2005                      8,995,319
                                   2006                     14,919,644
                                   2007                      4,280,185
                                   2008                      1,806,844
                                                           -----------
                                                           $82,796,320
                                                           ===========

NOTE 9.           BORROWED FUNDS

                         An analysis of borrowed  funds as of December  31, 2003
                  and 2002 is as follows:

<TABLE>
<CAPTION>
                                                                               2003                   2002
                                                                               ----                   ----
                                                    Maturity Date        Amount    Rate         Amount    Rate
                                                    -------------        ------    ----         ------    ----
<S>                                             <C>                <C>            <C>       <C>          <C>
                 Federal Home Loan Bank                May 2003      $         -        -    $ 300,000     4.75%
                   Repurchase Agreements              June 2004          500,000     5.18%     500,000     5.18%
                 Federal Home Loan Bank              August 2003               -        -    1,250,000     2.03%
                   Advances                          January 2004      4,000,000     1.18%           -        -
                                                      July 2004        2,000,000     1.24%           -        -
                                                     August 2004       1,250,000     2.57%   1,250,000     2.57%
                                                      July 2005        1,000,000     1.57%           -        -
                                                     January 2007        590,123     4.73%     648,690     4.73%
                 Other borrowings                     March 2003               -        -    1,000,000     1.95%
                                                    February 2004      1,000,000     1.20%           -        -
                                                                     -----------            ----------        -
                 Total borrowed funds                                $10,340,123            $4,948,690
                                                                     ===========            ==========
</TABLE>

                         At December 31, 2003, the Bank had a $6,545,150 line of
                  credit from the FHLBNY. In addition,  the bank has available a
                  $6,545,150  one-month overnight  re-pricing line of credit. No
                  amounts were outstanding at December 31, 2003.

                         Certain investment securities (Note 3), loans (Note 4),
                  and FHLBNY stock are pledged as collateral for borrowed funds.

NOTE 10.          FAIR VALUE OF FINANCIAL INSTRUMENTS

                         The  Bank  discloses  estimated  fair  values  for  its
                  significant  financial  instruments.  Because no market exists
                  for a significant portion of the Bank's financial instruments,
                  fair value estimates are based on judgments  regarding  future
                  expected loss experience,  current economic  conditions,  risk
                  characteristics  of various  financial  instruments  and other
                  factors.  These estimates are subjective in nature and involve
                  uncertainties   and  matters  of   significant   judgment  and
                  therefore  cannot be  determined  with  precision.  Changes in
                  assumptions could significantly affect the estimates.

                                      F-19

<PAGE>

                           PARKE BANK AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 10.          FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

                         The  following  fair  value   estimates,   methods  and
                  assumptions were used to estimate the fair value of each class
                  of  significant  financial   instruments,   for  which  it  is
                  practical to estimate that value:

                  Cash and Cash Equivalents

                         The  carrying  amount of cash and  federal  funds  sold
                  approximates fair value.

                  Investment Securities

                         The fair value of  investment  securities is based upon
                  quoted market prices or dealer quotes.

                  Loans

                         Fair values are estimated for  portfolios of loans with
                  similar  financial  characteristics.  Loans are  segregated by
                  type  such  as  commercial,  residential  mortgage  and  other
                  consumer.  Each loan category is further segmented into groups
                  by fixed and adjustable  rate interest terms and by performing
                  and non-performing categories.

                         The  fair  value  of  performing   loans  is  typically
                  calculated by  discounting  scheduled cash flows through their
                  estimated maturity, using estimated market discount rates that
                  reflect  the credit and  interest  rate risk  inherent in each
                  group  of  loans.   The  estimate  of  maturity  is  based  on
                  contractual  maturities for loans within each group, or on the
                  Bank's  historical  experience  with  repayments for each loan
                  classification,  modified  as  required  by an estimate of the
                  effect of current economic conditions.

                         Fair  value  for  nonperforming  loans  is based on the
                  discounted  value of expected  future  cash flows,  discounted
                  using a rate  commensurate  with the risk  associated with the
                  likelihood  of repayment  and/or the fair value of  collateral
                  (if repayment of the loan is collateral dependent).

                         For    all    loans,    assumptions    regarding    the
                  characteristics and segregation of loans,  maturities,  credit
                  risk,  cash  flows,   and  discount  rates  are   judgmentally
                  determined   using  specific   borrower  and  other  available
                  information.

                  Bank-owned Life Insurance

                         Fair value of insurance  policies owned by the Bank are
                  based on the insurance contract's cash surrender value, net of
                  any policy loans.

                  Deposits

                         The fair  value of  deposits  with no stated  maturity,
                  such as demand deposits,  checking accounts, savings and money
                  market  accounts,  is equal to the carrying  amount.  The fair
                  value of  certificates  of deposit is based on the  discounted
                  value of  contractual  cash flows,  where the discount rate is
                  estimated  using the rates  currently  offered for deposits of
                  similar remaining maturities.

                                      F-20

<PAGE>

                           PARKE BANK AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 10.          FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

                  Borrowed Funds

                         The  fair  value  of  borrow  funds  is  based  on  the
                  discounted  value of estimated cash flows. The discounted rate
                  is  estimated  using the rates  currently  offered for similar
                  advances.

                  Off-Balance Sheet Instruments

                         Since the  majority  of the  Bank's  off-balance  sheet
                  instruments  consist  of  non  fee-producing,   variable  rate
                  commitments,  the  Bank  has  determined  they  do not  have a
                  distinguishable fair value.

                         The following  table  summarizes  carrying  amounts and
                  fair values for financial instruments at December 31, 2003:

<TABLE>
<CAPTION>
                                                                                   Carrying Value            Fair Value
                                                                                   --------------            ----------
                         FINANCIAL ASSETS:
<S>                                                                                 <C>                    <C>
                           Cash and cash equivalents                                  $  4,267,256           $  4,267,256
                           Investment securities                                        15,122,034             15,113,343
                           Restricted stock                                                497,300                497,300
                           Loans, net                                                  144,078,261            144,403,876
                           Bank-owned life insurance                                     4,500,000              4,500,000

                         FINANCIAL LIABILITIES:
                           Demand deposits and savings deposits                       $ 59,650,191           $ 59,650,191
                           Time deposits                                                82,796,320             83,048,224
                           Borrowed funds                                               10,340,123             10,340,123
</TABLE>

                         The following  table  summarizes  carrying  amounts and
                  fair values for financial instruments at December 31, 2002:

<TABLE>
<CAPTION>
                                                                                   Carrying Value            Fair Value
                                                                                   --------------            ----------
<S>                                                                                  <C>                    <C>
                         FINANCIAL ASSETS:
                           Cash and cash equivalents                                   $ 7,540,376            $ 7,540,376
                           Investment securities                                        23,153,497             23,146,322
                           Restricted stock                                                296,000                296,000
                           Loans, net                                                   93,762,210             95,517,423
                           Bank-owned life insurance                                     2,500,000              2,500,000

                         FINANCIAL LIABILITIES:
                           Demand deposits and savings deposits                         45,543,360             45,543,360
                           Time deposits                                                62,004,237             63,131,141
                           Borrowed funds                                                4,948,690              4,948,690
</TABLE>

                                      F-21

<PAGE>

                           PARKE BANK AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 11.          INCOME TAXES

                         The net  deferred  tax  asset,  which  is  included  in
                  "accrued interest receivable and other assets" at December 31,
                  2003 and 2002, includes the following:

<TABLE>
<CAPTION>
                                                                                          2003                  2002
                                                                                          ----                  ----

<S>                                                                                    <C>                   <C>
                         Deferred tax assets                                             $862,864              $ 448,195
                         Deferred tax liabilities                                        (319,578)              (290,562)
                                                                                         --------              ---------
                         Net deferred tax asset                                          $543,286              $ 157,633
                                                                                         ========              =========
</TABLE>

                         Income tax  expense for the years  ended  December  31,
                  2003 and 2002 consisted of the following:

<TABLE>
<CAPTION>
                                                                                         2003                  2002
                                                                                         ----                  ----
<S>                                                                                 <C>                    <C>
                          Current tax expense:
                            Federal                                                   $1,212,122             $582,832
                            State                                                        358,015              175,025
                                                                                      ----------             --------
                                                                                       1,570,137              757,857
                          Deferred tax (benefit)                                        (290,700)           ( 137,372)
                                                                                      ----------             --------
                                                                                      $1,279,437             $620,485
                                                                                      ==========             ========
</TABLE>

                         The components of the net deferred tax asset,  which is
                  included in other assets, are as follows:

<TABLE>
<CAPTION>
                                                                                         2003                  2002
                                                                                         ----                  ----
<S>                                                                                   <C>                  <C>
                          Allowance for loan losses                                     $835,309             $ 447,711
                          Deferred loan costs                                           (191,371)             (108,867)
                          Securities available for sale                                  (38,461)             (133,415)
                          Other                                                          (62,191)              (47,796)
                                                                                         -------               -------
                                                                                        $543,286             $ 157,633
                                                                                        ========             =========
</TABLE>

                         A  reconciliation  of the Bank's  effective  income tax
                  rate  with the  statutory  Federal  rate for the  years  ended
                  December 31, 2003 and 2002 is as follows:

<TABLE>
<CAPTION>
                                                                                          2003                  2002
                                                                                          ----                  ----
<S>                                                                                  <C>                     <C>
                          Tax expense at statutory rate (34%)                          $1,115,654              $531,238
                          Permanent differences and other, net                            (31,128)               (9,887)
                          State income taxes, net of Federal tax benefit                  194,911                99,134
                                                                                       ----------              --------
                                                                                       $1,279,437              $620,485
                                                                                       ==========              ========
</TABLE>
                                      F-22

<PAGE>

                           PARKE BANK AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 12.          REGULATORY MATTERS

                  Regulatory Restrictions

                         Pursuant to the Bank's  charter and its de novo status,
                  since its  inception,  the Bank has been  subject  to, and has
                  complied with the following restrictions:

                    1.   Audited financial statements for five years;

                    2.   Limitation on interest  rates paid on deposits for five
                         years;

                    3.   Limitation   on  the   availability   of   the   Bank's
                         undistributed  net  assets  for  the  payment  of  cash
                         dividends  without  the prior  approval  of  regulatory
                         authorities.

                  Capital Ratios

                         The  Bank is  subject  to  various  regulatory  capital
                  requirements  administered  by the federal  banking  agencies.
                  Failure to meet  minimum  capital  requirements  can  initiate
                  certain  mandatory - and possibly  additional  discretionary -
                  actions by regulators that, if undertaken, could have a direct
                  material  effect on the  Bank's  financial  statements.  Under
                  capital adequacy  guidelines and the Regulatory  framework for
                  prompt corrective  action, the Bank must meet specific capital
                  guidelines that involve  quantitative  measures of its assets,
                  liabilities, and certain off-balance-sheet items as calculated
                  under  regulatory  accounting  practices.  The Bank's  capital
                  amounts and  classification  are also  subject to  qualitative
                  judgments by the regulators about components, risk weightings,
                  and other factors.

                         Quantitative  measures  established  by  regulation  to
                  ensure capital  adequacy  require the Bank to maintain minimum
                  amounts and ratios (set forth in the following table) of total
                  and  Tier  I  capital  (as  defined  in  the  regulations)  to
                  risk-weighted  assets (as defined),  and of Tier I capital (as
                  defined) to average assets (as defined).  Management believes,
                  as of  December  31,  2003 and 2002,  that the Bank  meets all
                  capital adequacy requirements to which it is subject.

                         The most recent  notification  from the Federal Deposit
                  Insurance  Corporation,  as of June 30, 2003  categorized  the
                  Bank as well  capitalized  under the regulatory  framework for
                  prompt  corrective  action.  There are no conditions or events
                  since the notification  that management  believes have changed
                  the Bank's category.

                                      F-23

<PAGE>

                           PARKE BANK AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 12.          REGULATORY MATTERS (Continued)

                  Capital Ratios (Continued)

                         The  Bank's  actual  capital  amounts  and ratios as of
                  December 31, 2003 and 2002 are also presented in the following
                  tables:
<TABLE>
<CAPTION>
                                                                                                         To Be Well
                                                                                                     Capitalized Prompt
                                                                                 For Capital          Under Corrective
                                                            Actual            Adequacy Purposes      Action Provisions
                                                            ------            -----------------      -----------------
                                                       Amount     Ratio      Amount       Ratio       Amount     Ratio
                                                       ------     -----      ------       -----       ------     -----
<S>                                                   <C>        <C>        <C>           <C>         <C>        <C>
                      As of December 31, 2003:
                       (amounts in thousands)
                       ----------------------

                      Total Risk Based Capital          $21,764    15%        $11,670       8%          $14,588    10%
                            (to Risk Weighted Assets)

                      Tier I Capital                     19,935    14%          5,835       4%            8,753     6%
                            (to Risk Weighted Assets)

                      Tier I Capital                     19,935    12%          6,574       4%            8,218     5%
                               (to Average Assets)
</TABLE>

<TABLE>
<CAPTION>
                                                                                                         To Be Well
                                                                                                     Capitalized Prompt
                                                                                 For Capital          Under Corrective
                                                            Actual            Adequacy Purposes       Action Provisions
                                                            ------            -----------------       -----------------
                                                       Amount     Ratio      Amount       Ratio       Amount     Ratio
                                                       ------     -----      ------       -----       ------     -----
<S>                                                   <C>        <C>        <C>           <C>         <C>        <C>
                      As of December 31, 2002:
                     (amounts in thousands)
                     ----------------------

                      Total Risk Based Capital          $18,659     19%      $ 7,869        8%          $ 9,836     10%
                            (to Risk Weighted Assets)

                      Tier I Capital                     17,428     18%        3,934        4%            5,902      6%
                            (to Risk Weighted Assets)

                      Tier I Capital                     17,428     14%        4,986        4%            6,233      5%
                               (to Average Assets)
</TABLE>

                                      F-24

<PAGE>

                           PARKE BANK AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 13.          SHAREHOLDERS' EQUITY

                  Common Stock Offering

                         During 2002, the Bank completed a common stock offering
                  of 737,500 shares,  which netted $7,851,434 of proceeds to the
                  Bank.

                  Common Stock Dividend

                         In  December  2003,  the Bank paid a 10%  common  stock
                  dividend (161,404 shares) to shareholders.

                  Stock Options and Warrants

                         In 1999, 2002 and 2003, the  shareholders  approved the
                  Bank's  Employee Stock Option Plans (the  "Plans").  The Plans
                  are "non-qualified"  stock option plans. Reserved for issuance
                  upon the  exercise of options  granted or to be granted by the
                  Board of Directors is an aggregate of 172,958 shares of common
                  stock.  All options  issued  under the Plans are fully  vested
                  upon issuance. Certain officers and employees of the Bank have
                  been granted options under the Plans. All stock option amounts
                  and prices  included in the  following  discussions  have been
                  adjusted for stock dividends through December 31, 2003.

                         A  summary  of the  status  of  options  granted  is as
                  follows:

<TABLE>
<CAPTION>
                                                             2003                       2002
                                                             ----                       ----
                                                      Number      Exercise      Number      Exercise
                                                    of Options      Price     of Options     Price
                                                    ----------      -----     ----------     -----
<S>                                                  <C>          <C>          <C>          <C>
                Outstanding, beginning of year         62,330       $ 9.09       37,620       $9.09
                  Granted                              41,294        12.73       25,810        9.09
                  Expired/terminated                        -            -       (1,100)       9.09
                  Exercised                            (1,210)        9.09            -           -
                                                      -------                    ------
                Outstanding, end of year              102,414        10.66       62,330       $9.09
                                                      =======                    ======
</TABLE>

                         Information    regarding   options    outstanding   and
                  exercisable at December 31, 2003 is as follows:

                                                            Weighed-Average
                                            Number             Remaining
               Exercise Price             Outstanding       Contractual Life
               --------------             -----------       ----------------

                       $9.09               61,120                 6.6
                      $12.73               41,294                 9.5


                         At  December  31,  2003,   there  were  69,444   shares
                  available for grant under the Plans. At December 31, 2003, the
                  average weighted remaining contractual life is 7.75 years.

                                      F-25


<PAGE>

                           PARKE BANK AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 13.          SHAREHOLDERS' EQUITY (Continued)

                  Stock Options and Warrants (Continued)

                         The Bank has adopted the disclosure-only  provisions of
                  FASB No. 123. The Company accounts for its Plans in accordance
                  with  Accounting  Principles  Board Opinion No. 25 and related
                  interpretations.  Accordingly,  no compensation  cost has been
                  recognized  for the Plans in 2003 or 2002.  Compensation  cost
                  that would have been  recognized  using the fair value  method
                  pursuant to FASB No.  123,  if the Bank had so elected,  would
                  have been approximately $190,000 in 2003 and $122,000 in 2002.
                  The method of determining proforma  compensation cost for 2003
                  and 2002 was based on certain assumptions,  including the past
                  trading  ranges  of  the  Bank's  stock,  volatility  of  25%,
                  expected option lives of 5 - 7 years,  risk-free interest rate
                  of 4 - 5%, and no expected payment of dividends.

                         In connection with the Bank's initial stock offering in
                  1998,   approximately  632,000  (as  adjusted  for  10%  stock
                  dividend in 2003) warrants were issued. These warrants have an
                  exercise  price of $9.09 per share and expire in 2008.  During
                  2003, 47,675 warrants were exercised.

NOTE 14.          BANK-OWNED LIFE INSURANCE

                         In 2003 and 2002,  the Bank  purchased  $2,000,000  and
                  $2,500,000,  respectively,  of  Bank-owned  life  insurance on
                  selected  officers,  which is included  in  "accrued  interest
                  receivable  and  other  assets"  in the  accompanying  balance
                  sheets.

NOTE 15.          OTHER RELATED PARTY TRANSACTIONS

                         A member of the Board of  Directors is a principal of a
                  commercial  insurance  agency that  provides all the insurance
                  coverage  for  the  Bank.   The  cost  of  the  insurance  was
                  approximately   $80,700  in  2003  and  $46,000  in  2002.  An
                  insurance  agency  owned  by  another  Board  Member  provides
                  employee  benefits  (medical  insurance,  life insurance,  and
                  disability  insurance).  The cost of these  employee  benefits
                  totaled $150,700 in 2003 and $119,000 in 2002.

NOTE 16.          COMMITMENTS AND CONTINGENCIES

                         The  Bank  has   entered   into   "change  in  control"
                  agreements with the President of the Bank,  which provides for
                  continued payment of certain employment  salaries and benefits
                  in the event of a change in control, as defined.

                                      F-26

<PAGE>

NOTE 16.          COMMITMENTS AND CONTINGENCIES (Continued)

                         The  Bank  is a party  to  financial  instruments  with
                  off-balance  sheet risk in the normal  course of  business  to
                  meet the financing  needs of its  customers.  These  financial
                  instruments  include  commitments to extend credit and standby
                  letters  of  credit.  These  instruments  involve,  to varying
                  degrees,  elements  of credit  risk in  excess  of the  amount
                  recognized in the consolidated  balance sheet. The contract or
                  notional  amounts of these  instruments  reflect the extent of
                  the  Bank's   involvement  in  these  particular   classes  of
                  financial  instruments.  The Bank's exposure to credit loss in
                  the  event  of  nonperformance  by  the  other  party  to  the
                  financial  instruments  for  commitments  to extend credit and
                  standby letters of credit is represented by the contractual or
                  notional amount of those  instruments.  The Bank uses the same
                  credit   policies  in  making   commitments   and  conditional
                  obligations as they do for on-balance sheet instruments.

                         Commitments  to extend credit are agreements to lend to
                  a customer as long as there is no violation  of any  condition
                  established in the contract.  Commitments generally have fixed
                  expiration dates or other termination  clauses and may require
                  payment of a fee. Since many of the  commitments  are expected
                  to expire  without  being  drawn  upon,  the total  commitment
                  amounts do not necessarily represent future cash requirements.
                  The Bank  evaluates  each  customer's  credit-worthiness  on a
                  case-by-case  basis.  The amount of  collateral  obtained,  if
                  deemed  necessary  upon  extension  of  credit,  is  based  on
                  management's credit evaluation. Collateral held varies but may
                  include accounts receivable,  inventory,  property,  plant and
                  equipment and income-producing  commercial  properties.  As of
                  December  31,  2003 and 2002,  commitments  to  extend  credit
                  amounted  to   approximately   $35,211,000  and   $25,228,700,
                  respectively.

                         Standby letters of credit are  conditional  commitments
                  issued by the Bank to guarantee the  performance of a customer
                  to a third party.  The credit risk involved in issuing letters
                  of  credit  is  essentially  the  same  as  that  involved  in
                  extending  loan  facilities to  customers.  As of December 31,
                  2003 and 2002,  standby  letters of credit with customers were
                  $2,280,163 and $1,615,500, respectively.

                         The Bank does not issue or hold derivative  instruments
                  with the exception of loan  commitments and standby letters of
                  credit. These instruments are issued in the ordinary course of
                  business  to  meet  customer   needs.   Commitments   to  fund
                  fixed-rate   loans  were  immaterial  at  December  31,  2003.
                  Variable-rate  commitments are generally  issued for less than
                  one year and carry market rates of interest.  Such instruments
                  are not likely to be affected by annual rate caps triggered by
                  rising interest rates.  Management  believes that  off-balance
                  sheet risk is not  material  to the results of  operations  or
                  financial condition.

                         In the normal course of business, there are outstanding
                  various  contingent  liabilities  such  as  claims  and  legal
                  action,  which are not reflected in the financial  statements.
                  In  the  opinion  of  management,   no  material   losses  are
                  anticipated as a result of these actions or claims.

                                      F-27

<PAGE>
                            PARKE BANK AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 2004 AND DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                 September 30,     December 31,
                                                                                    2004               2003
                                                                                -------------    -------------
                                                                                 (unaudited)
<S>                                                                           <C>              <C>
                                    ASSETS
Cash and cash due from banks                                                    $   4,947,859    $   2,542,256
Federal funds sold                                                                  5,514,292        1,725,000
                                                                                -------------    -------------
          Cash and cash equivalents                                                10,462,151        4,267,256

Investment securities available for sale, at fair value                            17,971,383       14,323,035
Investment securities held to maturity, at amortized cost                             547,974          798,999
                                                                                -------------    -------------
    (fair value of  $542,804 and $790,308)
          Total investment securities                                              18,519,357       15,122,034

Restricted stock, at cost                                                             469,200          497,300

Loans                                                                             167,644,574      146,334,331
Less: allowance for loan losses                                                    (2,194,738)      (2,256,070)
                                                                                -------------    -------------
          Total net loans                                                         165,449,836      144,078,261

Bank premises and equipment, net                                                    3,248,065        3,239,413


Accrued interest receivable and other assets                                        7,422,646        6,799,375
                                                                                -------------    -------------

          Total assets                                                          $ 205,571,255    $ 174,003,639
                                                                                =============    =============
</TABLE>
                                      F-28

See Notes to Consolidated Financial Statements

<PAGE>

                            PARKE BANK AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                     SEPTEMBER 30, 2004 AND DECEMBER 31,2003

<TABLE>
<CAPTION>
                                                                             September 30,  December 31,
                                                                                2004           2003
                                                                             ------------   ------------
                                                                              (unaudited)
<S>                                                                        <C>            <C>
LIABILITIES

Deposits
     Non interest-bearing demand                                             $ 15,850,933   $ 12,745,309
     Interest-bearing                                                         156,186,935    129,701,202
                                                                             ------------   ------------
          Total deposits                                                      172,037,868    142,446,511

Borrowed funds                                                                  9,637,318     10,340,123

Accrued interest payable and other accrued liabilities                          1,803,186      1,224,398
                                                                             ------------   ------------

          Total liabilities                                                   183,478,372    154,011,032
                                                                             ------------   ------------

COMMITMENTS AND CONTINGENCIES (Note 1)
SHAREHOLDERS' EQUITY
  Common stock,
    $5 par value, 10,000,000 shares authorized;
    1,795,255 and 1,786,235 shares issued and outstanding
    at September 30, 2004 and December 31, 2003, respectively                   8,976,275      8,931,175
  Additional paid-in capital                                                   10,470,694     10,432,800
  Retained earnings                                                             2,618,177        570,939
  Accumulated other comprehensive income                                           27,737         57,693
                                                                             ------------   ------------
          Total shareholders' equity                                           22,092,883     19,992,607
                                                                             ------------   ------------
          Total liabilities and shareholders' equity                         $205,571,255   $174,003,639
                                                                             ============   ============
</TABLE>

See Notes to Consolidated Financial Statements

                                      F-29
<PAGE>

                            PARKE BANK AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                 For the three     For the three     For the nine     For the nine
                                                 months ended      months ended      months ended     months ended
                                                 September 30,     September 30,     September 30,    September 30,
                                                       2004             2003             2004             2003
                                                   ----------        ----------       ----------      ----------
<S>                                               <C>              <C>              <C>              <C>
INTEREST INCOME
  Interest and fees on loans                       $2,770,890       $2,343,218       $8,022,093       $6,315,798
  Interest and dividends on securities                193,454          164,543          524,030          561,456
  Interest on federal funds sold                       16,006            3,779           30,905           18,790
                                                   ----------       ----------       ----------       ----------
          Total interest and dividend income        2,980,350        2,511,540        8,577,028        6,896,044
                                                   ----------       ----------       ----------       ----------

INTEREST EXPENSE
  Interest on deposits                                898,553          742,709        2,559,127        2,275,387
  Interest on borrowings                               55,606           48,232          157,003          115,845
                                                   ----------       ----------       ----------       ----------
          Total interest expense                      954,159          790,941        2,716,130        2,391,232
                                                   ----------       ----------       ----------       ----------
         Net interest income                        2,026,191        1,720,599        5,860,898        4,504,812

PROVISION FOR LOAN LOSSES                             101,951          175,264          399,411          635,610
                                                   ----------       ----------       ----------       ----------

  Net interest income after provision for losses    1,924,240        1,545,335        5,461,487        3,869,202
                                                   ----------       ----------       ----------       ----------

NON INTEREST INCOME
  Loan brokerage fees                                   5,225           32,301            5,225           42,488
  Service charges and other fee income                278,144          189,059          575,696          477,472
  Gain on sale of securities                            7,889                0            7,889           67,614
                                                   ----------       ----------       ----------       ----------
         Total non interest income                    291,258          221,360          588,810          587,574
                                                   ----------       ----------       ----------       ----------

NON INTEREST EXPENSES
  Compensation and benefits                           479,440          290,699        1,275,220          980,336
  Occupancy, equipment and data processing            184,027          197,215          600,138          584,142
  Marketing and business development                   27,246           25,072          128,565           84,344
  Professional services                                75,646           49,873          191,037          202,730
  Other operating expenses                            190,534          121,022          498,599          329,346
                                                   ----------       ----------       ----------       ----------
          Total non interest expenses                 956,893          683,881        2,693,559        2,180,898
                                                   ----------       ----------       ----------       ----------

INCOME BEFORE INCOME TAX EXPENSE                    1,258,605        1,082,814        3,356,738        2,275,878

INCOME TAX EXPENSE                                    490,000          436,114        1,309,500          887,937
                                                   ----------       ----------       ----------       ----------

NET INCOME                                         $  768,605       $  646,700       $2,047,238       $1,387,941
                                                   ==========       ==========       ==========       ==========

NET INCOME PER COMMON SHARE
      Basic                                        $     0.43       $     0.37       $     1.14       $     0.80
                                                   ==========       ==========       ==========       ==========
      Diluted                                      $     0.37       $     0.33       $     0.97       $     0.73
                                                   ==========       ==========       ==========       ==========

WEIGHTED AVERAGE SHARES
OUTSTANDING
      Basic                                         1,792,778        1,735,095        1,790,901        1,734,381
                                                   ==========       ==========       ==========       ==========
      Diluted                                       2,099,174        1,935,608        2,104,220        1,912,121
                                                   ==========       ==========       ==========       ==========
</TABLE>

See Notes to Consolidated Financial Statements

                                      F-30
<PAGE>

                            PARKE BANK AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                       2004            2003
                                                                                  ------------    ------------
<S>                                                                             <C>             <C>
OPERATING ACTIVITIES
Net income                                                                        $  2,047,238    $  1,387,941
Adjustments to reconcile net income to net cash provided by
 operating activities:
      Depreciation and amortization                                                    184,111         142,570
      Provision for loan losses                                                        399,411         635,610
      Realized gains on sale of securities                                              (7,889)        (67,614)
Changes in operating assets and liabilities:
   Increase in accrued interest receivable and other assets                           (641,808)       (995,292)
   Increase in accrued interest payable and other liabilities                          578,788         478,931
                                                                                  ------------    ------------
      Net cash provided by operating activities                                      2,559,851       1,582,146
                                                                                  ------------    ------------
INVESTING ACTIVITIES
   Purchase of investment securities held to maturity                                        -        (549,682)
   Purchases of investment securities available for sale                            (7,501,871)     (3,721,205)
   Proceeds from sales (purchases) of restricted stock                                  28,100        (202,300)
   Proceeds from sales of investment securities available for sale                   1,144,694       5,949,510
   Proceeds from maturities of investment securities available for sale              1,000,000       2,500,000
   Principal payments on mortgage-backed securities                                  1,956,324       2,811,485
   Purchase of bank-owned life insurance                                                     -      (2,000,000)
   Net increase in loans                                                           (21,770,986)    (32,601,116)
   Purchase of building and equipment                                                 (192,763)       (809,010)
                                                                                  ------------    ------------
      Net cash used in investing activities                                        (25,336,502)    (28,622,318)
                                                                                  ------------    ------------

FINANCING ACTIVITIES
   Net proceeds from issuance of common stock                                           82,994          47,483
   Net (decrease) increase in borrowings                                              (702,805)      4,406,335
   Net increase in interest-bearing deposits                                        26,485,733      17,928,444
   Net increase in non-interest-bearing deposits                                     3,105,624       3,175,670
                                                                                  ------------    ------------
      Net cash provided by financing activities                                     28,971,546      25,557,932
                                                                                  ------------    ------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                     6,194,895      (1,482,240)

CASH AND CASH EQUIVALENTS, JANUARY 1,                                                4,267,256       7,540,376
                                                                                  ------------    ------------

CASH AND CASH EQUIVALENTS, SEPTEMBER 30,                                          $ 10,462,151    $  6,058,136
                                                                                  ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid during the period for:
     Interest on deposits and borrowed funds                                      $  2,599,419    $  2,428,651
                                                                                  ============    ============
     Income taxes                                                                 $  1,413,115    $  1,092,000
                                                                                  ============    ============
     Non-monetary charged-off loan                                                $    460,743    $          -
                                                                                  ------------    ------------
</TABLE>

See Notes to Consolidated Financial Statements

                                      F-31

<PAGE>

                            PARKE BANK AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

         Parke Bank (the "Bank") is a commercial bank, which was incorporated on
August 25, 1998,  and  commenced  operations  on January 28,  1999.  The Bank is
chartered  by the New Jersey  Department  of Banking  and insured by the Federal
Deposit Insurance Corporation ("FDIC").  The Bank maintains its principal office
at 601 Delsea Drive,  Washington Township, New Jersey. It also conducts business
through an office in Northfield,  New Jersey that opened in September  2002. The
Bank opened an additional office in Washington Township, New Jersey, in February
2003. The Bank also has another office in  Philadelphia  maintained  exclusively
for loan production.

Financial Statements

         The  financial  statements  as  of  September  30,  2004  and  for  the
three-month  periods  and  nine-month  periods  ended  September  30,  2004  and
September 30, 2003 included  herein have not been audited.  Certain  information
and footnote  disclosures  normally included in financial statements prepared in
accordance with generally accepted accounting  principles ("GAAP") in the United
States of America have been  condensed or omitted;  therefore,  these  financial
statements should be read in conjunction with the audited  financial  statements
and the notes  thereto  for the year ended  December  31,  2003  included in the
Bank's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003,
as  filed  with  the  Federal  Deposit  Insurance  Corporation   ("FDIC").   The
accompanying  financial  statements  reflect all adjustments,  which are, in the
opinion of management,  necessary to present a fair statement of the results for
the  interim  periods  presented.  Such  adjustments  are of a normal  recurring
nature.  The  results  for the nine  months  ended  September  30,  2004 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2004.

Basis of Financial Statement Presentation

         The  financial  statements  include the  accounts of Parke Bank and its
subsidiary.  All significant  inter-company  accounts and transactions have been
eliminated.  Such  statements  have been prepared in accordance  with accounting
principles  generally  accepted  in the  United  States of America  and  general
practice within the banking industry.

Use of Estimates

         The  preparation of financial  statements  requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the financial  statements  and the reported  amounts of revenues and expenses
during the reporting period. Actual results could differ from such estimates.

Commitments

         In the  general  course  of  business,  there are  various  outstanding
commitments to extend  credit,  such as letters of credit and  un-advanced  loan
commitments,  which are not reflected in the accompanying  financial statements.
Management  does  not  anticipate  any  material  losses  as a  result  of these
commitments.

Contingencies

         The Bank is from  time to time a party  to  routine  litigation  in the
normal course of its business.  Management  does not believe that the resolution
of  this  litigation  will  have a  material  adverse  effect  on the  financial
condition or results of operations of the Bank. However, the ultimate outcome of
any such litigation,  as with litigation generally,  is inherently uncertain and
it si possible  that some  litigation  matters may be resolved  adversely to the
Bank.

                                      F-32

<PAGE>

                            PARKE BANK AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Critical Accounting Policies

         Allowance  for  Losses  on  Loans.  The  allowance  for loan  losses is
established  as losses are  estimated to have  occurred  through a provision for
loan losses.  Loans that are determined to be uncollectible  are charged against
the allowance account,  and subsequent  recoveries,  if any, are credited to the
allowance.  When evaluating the adequacy of the allowance,  an assessment of the
loan portfolio will typically  include  changes in the composition and volume of
the loan portfolio,  overall portfolio quality and past loss experience,  review
of  specific  problem  loans,  current  economic  conditions  which  may  affect
borrowers'  ability  to repay,  and other  factors  which  may  warrant  current
recognition.  Such periodic assessments may, in management's  judgment,  require
the Bank to recognize additions or reductions to the allowance.


Note 2. EARNINGS PER SHARE

         Basic  earnings per share is computed by dividing net income  available
to common  stockholders (the numerator) by the weighted average number of common
shares outstanding (the denominator) during the period. Shares issued during the
period are  weighted  for the portion of the period that they were  outstanding.
The weighted  average  number of common shares  outstanding  for the  nine-month
periods  ended  September  30,  2004  and  2003  was  1,790,901  and  1,734,381,
respectively.

         Dilutive  earnings  per share are similar to the  computation  of basic
earnings  per share  except that the  denominator  is  increased  to include the
number of  additional  common  shares  that would have been  outstanding  if the
dilutive  options  and  warrants  outstanding  had been  exercised.  The assumed
conversion of dilutive  options and warrants  resulted in an additional  313,319
and 177,740  shares for dilution for the nine month periods ended  September 30,
2004 and 2003, respectively.

         Both  basic  and  dilutive   earnings  per  share   computations   give
retroactive effect to stock dividends declared in 2003.

Note 3. REGULATORY RESTRICTIONS

         The Bank is subject  to  various  regulatory  capital  requirements  of
federal and state banking agencies. Failure to meet minimum capital requirements
can initiate certain mandatory and possibly additional  discretionary actions by
regulators  that,  if  undertaken,  could have a direct  material  effect on the
Bank's  financial   statements.   Under  capital  adequacy  guidelines  and  the
regulatory  framework for prompt corrective  action, the Bank must meet specific
capital guidelines that involve  quantitative  measures of assets,  liabilities,
and certain  off-balance  sheet items as calculated under regulatory  accounting
practices.  The Bank's capital  amounts and  classification  are also subject to
qualitative judgments by the regulators about components,  risk weightings,  and
other factors.

Pursuant to the Bank's charter and its de novo status, since its inception,  the
Bank has been subject to, and has complied with the following restrictions:

         1.       Audited financial statements for five years;

         2.       Limitation on interest  rates paid on deposits for five years;
                  and

         3.       Limitation on the availability of the Bank's undistributed net
                  assets for the  payment of cash  dividends  without  the prior
                  approval of regulatory authorities.

The  restrictions  were removed  January 27, 2004 because the bank was no longer
considered a de novo.

                                      F-33

<PAGE>

                            PARKE BANK AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 3. REGULATORY RESTRICTIONS (continued)

         Quantitative  measures  established  by  regulation  to ensure  capital
adequacy  require the Bank to maintain  minimum amounts and ratios (set forth in
the following table) of total and Tier I capital (as defined in the regulations)
to  risk-weighted  assets (as  defined),  and of Tier I capital (as  defined) to
average assets (as defined).

                                                                 For Capital
                                           Actual              Adequacy Purpose
                                       Amount    Ratio         Amount    Ratio
                                       ------    -----         ------    -----
As of September 30, 2004:
- -------------------------
Total Risk Based Capital             $24,199      14%         $13,650      8%
(to Risk Weighted Assets)
     Tier 1 Capital                   22,065      13%           6,825      4%
(to Risk Weighted Assets)
     Tier 1 Capital                   22,065      11%           8,048      4%
(to Average Assets)

As of December 31, 2003:
- ------------------------
Total Risk Based Capital             $21,764      15%         $11,670      8%
(to Risk Weighted Assets)
     Tier 1 Capital                   19,935      14%           5,835      4%
(to Risk Weighted Assets)
     Tier 1 Capital                   19,935      12%           6,574      4%
(to Average Assets)


           Management believes,  as of September 30, 2004 and December 31, 2003,
that the Bank met all capital adequacy requirements to which it was subject.

                                      F-34



<PAGE>



                                                                   APPENDIX A

                               PLAN OF ACQUISITION


                                       A-1

<PAGE>



                                                                   APPENDIX B

               CERTIFICATE OF INCORPORATION OF PARKE BANCORP, INC.


                                       B-1

<PAGE>



                                                                   APPENDIX C

                          BYLAWS OF PARKE BANCORP, INC.



                                       C-1

<PAGE>



                                                                   APPENDIX D

            SECTIONS 140 TO 145 OF THE NEW JERSEY BANKING ACT OF 1948
                       (RIGHTS OF DISSENTING SHAREHOLDERS)

17:9A-140. RIGHTS OF DISSENTING STOCKHOLDERS: SETTLEMENT BY AGREEMENT

A.   A stockholder who

     (1)  is  entitled  to vote at the  meeting of  stockholders  prescribed  by
          section 137; and who

     (2)  serves a written notice of dissent from the merger  agreement,  in the
          manner,  at the place, and within the time prescribed in subsections B
          and C of this section; and who

     (3)  does  not  vote  to  approve  the  merger  agreement  at  the  meeting
          prescribed by section 137, or at any adjournment thereof,

         may,  within  thirty  days  after the  filing of the  agreement  in the
department as provided by section 137, serve a demand upon the receiving bank at
its  principal  office,  for the  payment  to him of the value of his  shares of
stock. The receiving bank may, within ten days after the receipt of such demand,
offer to pay the stockholder a sum for his shares,  which, in the opinion of the
board of directors of the receiving bank, does not exceed the amount which would
be paid upon such shares if the business and assets of the bank whose stock such
stockholder  holds were  liquidated  on the day of the  filing of the  agreement
pursuant to section 137.

B.   Service of the notice of dissent  prescribed by paragraph (2) of subsection
     A of this section shall be made at the  principal  office of the bank whose
     stock is held by the  dissenting  stockholder,  and shall be made not later
     than  the  third  day  prior  to the  day  fixed  for  the  meeting  of the
     stockholders of such bank pursuant to section 137.

C.   Service of the notice of dissent and of the demand for  payment  prescribed
     by this  section  may be  made by  registered  mail  or  personally  by the
     dissenting stockholder or his agent.

17:9A-141. APPOINTMENT OF APPRAISERS

         If a  stockholder  fails  to  accept  the sum  offered  for his  shares
pursuant to section 140, he may,  within three weeks after the receipt by him of
the bank's offer of payment,  or, if no offer is made by the bank,  within three
weeks after the date upon which his demand was served upon the bank as specified
in section 140, institute an action in the Superior Court for the appointment of
a board of three  appraisers to determine the value of his shares of stock as of
the day of the filing of the merger agreement pursuant to section 137. The court
may  proceed  in  the  action  in a  summary  manner  or  otherwise.  Any  other
stockholder  who has the right to institute a similar action may intervene.  The
court  shall,  in  respect  to any one  bank,  appoint  a single  board of three
appraisers to determine the value of the shares of all stockholders of such bank
who are parties to such action.

17:9A-142. DUTIES OF APPRAISERS; REPORT; OBJECTIONS; COMPENSATION; VACANCIES

A.   The  appraisers  shall be sworn to the faithful  discharge of their duties.
     They  shall meet at such  place or  places,  and shall give such  notice of
     their  meetings as the court may prescribe.  The bank and each  stockholder
     who is a party to the action  instituted  pursuant to section  141,  may be
     represented by attorneys in the proceedings before such appraisers, and may
     present  such  evidence  to them as shall be  material  to the  issue.  The
     determination of any two of the appraisers shall control. Upon the

                                       D-1

<PAGE>



     conclusion  of  their  deliberations,  the  appraisers  shall  file  in the
     Superior  Court a report and appraisal of the value of the shares of stock,
     and shall mail a copy thereof to the bank and to each  stockholder who is a
     party to said action.

B.   The bank and each  stockholder who is a party to said action shall have ten
     days after the filing of the report and  appraisal  within  which to object
     thereto in the Superior Court. In the absence of any objections, the report
     and  appraisal  shall be binding upon the bank and upon such  stockholders,
     and the bank shall pay each such  stockholder  the value of his shares,  as
     reported by the  appraisers,  with  interest from the date of the filing of
     the merger  agreement  pursuant to section 137, at such rate, not in excess
     of the legal rate, as shall be fixed by the  appraisers.  If objections are
     made, the court shall make such order or judgment thereon as shall be just.

C.   The Superior  court shall fix the  compensation  of the  appraisers,  which
     shall be paid by the bank, and shall be vested with full  jurisdiction over
     all matters arising out of any action  instituted  pursuant to section 141.
     In the case of a vacancy in the board of  appraisers,  the  Superior  Court
     shall,  on its own  motion,  or upon  motion  of a  stockholder,  or of the
     receiving bank, fill such vacancy.

17;9A-143. ASSIGNMENT OF STOCK TO BANK

         Upon  payment by the bank of the value of shares of stock  pursuant  to
this article, the holder thereof shall assign such shares to the bank.

17:91-144. EFFECT OF STOCKHOLDER'S FAILURE TO ACT

         A  stockholder  who fails to act pursuant to sections 140 and 141 shall
be forever  barred from  bringing any action to enforce his right to be paid the
value of his shares in lieu of  continuing  his status as a  stockholder  in the
receiving bank.


                                       D-2

<PAGE>




                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.          Indemnification of Directors and Officers.

         In accordance with the New Jersey  Business  Corporation  Act,  Article
XVIII of the Registrant's  Certificate of Incorporation  provides as follows. In
addition, under a directors' and officers' liability insurance policy, directors
and  officers  of  the  Registrant  are  insured  against  certain  liabilities,
including certain liabilities under the Securities Act of 1933, as amended.

                                  ARTICLE XVIII

                                 Indemnification
                                 ---------------

         A. Indemnification.  The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed  action,  suit or proceeding,  including actions by or in the right of
the  Corporation,  whether  civil,  criminal,  administrative,   arbitrative  or
investigative,  by reason of the fact  that  such  person is or was a  director,
officer,  employee or agent of the Corporation or of any constituent corporation
absorbed by the Corporation in a consolidation  or merger,  or is or was serving
at the request of the Corporation as a director,  officer,  employee or agent of
another Corporation,  partnership, joint venture, sole proprietorship,  trust or
other enterprise,  against expenses  (including  attorneys'  fees),  judgements,
fines and amounts paid in settlement  actually and  reasonably  incurred by such
person in  connection  with such action,  suit or  proceeding to the full extent
permissible under New Jersey law.

         B. Advance  Payment.  The  Corporation  may pay in advance any expenses
(including  attorneys' fees) which may become subject to  indemnification  under
Section A of this Article XVIII if the person  receiving the payment  undertakes
in writing to repay the same if it is  ultimately  determined  that he or she is
not entitled to indemnification by the Corporation under New Jersey law.

         C.  Nonexclusive.  The  indemnification  and  advancement  of  expenses
provided by Sections A and B of this Article XVIII or otherwise granted pursuant
to New Jersey law shall not be  exclusive  of any other rights to which a person
may be entitled by law, bylaw, agreement, vote of stockholders, or disinterested
directors, or otherwise.

         D. Continuation.  The  indemnification  and advance payment provided by
Sections A and B shall continue as to a person who has ceased to hold a position
named in paragraph A of this Article  XVIII and shall inure to his or her heirs,
executors and  administrators.  In addition,  any repeal or modification of this
Article XVIII by the stockholders of the Corporation  shall not adversely affect
any right or protection of a director or officer of the Corporation hereunder or
otherwise  with respect to any act or omission  occurring  before such repeal or
modification is effective.

         E. Insurance.  The  Corporation may purchase and maintain  insurance on
behalf of any person who holds or who has held any  position  named in Section A
of this Article XVIII,  against any liability incurred by him or her in any such
position,  or  arising  out of his or her  status  as such,  whether  or not the
Corporation  would have power to  indemnify  him or her against  such  liability
under this Article and New Jersey law.

         F. Savings Clause. If this Article XVIII or any portion hereof shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless indemnify each director, officer,

                                      II-1

<PAGE>



employee,  and agent of the  Corporation  as to  costs,  charges,  and  expenses
(including  attorneys' fees),  judgments,  fines, and amounts paid in settlement
with  respect to any action,  suit,  or  proceeding,  whether  civil,  criminal,
administrative,  arbitrative or investigative,  including an action by or in the
right of the Corporation to the full extent permitted by any applicable  portion
of this  Article  XVIII  that  shall not have been  invalidated  and to the full
extent permitted by applicable law.

Item 21.          Exhibits and Financial Statements Schedules

         The exhibits and financial  statement schedules filed as a part of this
Registration Statement are as follows:

         (a) List of Exhibits (filed herewith unless otherwise noted)

         2.1      Plan of Acquisition
         3(i)     Certificate of Incorporation of Parke Bancorp, Inc.
         3(ii)    Bylaws of Parke Bancorp, Inc.
         4.1      Common stock certificate of Parke Bancorp, Inc.
         4.2      Common stock purchase warrant
         5        Opinion of Malizia Spidi & Fisch, PC
         8        Federal Tax Opinion of Malizia Spidi & Fisch, PC
         10.1     Employment Agreement between Parke Bank and Vito S. Pantilione
         10.2     Supplemental Executive Retirement Plan
         10.3     1999 Non-Qualified Stock Option Plan
         10.4     2002 Employee Equity Incentive Plan
         10.5     2003 Stock Option Plan
         21       Subsidiaries of the Registrant
         23.1     Consent of McGladrey & Pullen, LLP
         23.2     Consent of Malizia Spidi & Fisch, PC (contained in its
                    opinions filed as Exhibits 5 and 8)
         24       Power of Attorney (set forth on the signature page)
         99       Form of Proxy

         (b)  Financial Statement Schedules

         All schedules have been omitted as not applicable or not required under
the rules of Regulation S-X.

Item 22.          Undertakings.

(a) Undertakings Required by Item 512 of Regulation S-K.

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

         (i) To include  any  Prospectus  required  by Section  10(a)(3)  of the
Securities Act of 1933;

         (ii) To reflect in the Prospectus any facts or events arising after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value

                                      II-2

<PAGE>



of the securities  offered would not exceed that which was  registered)  and any
deviation from the low or high and the estimated  maximum  offering range may be
reflected in the form of Prospectus  filed with the Commission  pursuant to Rule
424 (b) if, in the aggregate,  the changes in volume and price represent no more
than 20 percent change in the maximum aggregate  offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement;

         (iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement;

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the Offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant  to  Section  13  (a)  or 15  (d)  of the
Securities  Exchange Act of 1934 (and each filing of an employee  benefit plan's
annual report pursuant to Section 15 (d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration  Statement shall be deemed
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         The undersigned  Registrant  hereby undertakes that prior to any public
reoffering of the securities  registered  hereunder  through use of a prospectus
which is a part of this  registration  statement,  by any person or party who is
deemed to be an  underwriter  within  the  meaning  of Rule  145(c),  the issuer
undertakes that such reoffering  prospectus will contain the information  called
for by the applicable  registration  form with respect to reofferings by persons
who may be deemed underwriters, in addition to the information called for by the
other items of the applicable form.

         The undersigned Registrant hereby undertakes that every prospectus: (i)
that is filed  pursuant to the  paragraph  immediately  preceding,  or (ii) that
purports to meet the  requirements of Section  10(a)(3) of the Securities Act of
1933 and is used in connection  with an offering of  securities  subject to Rule
415, will be filed as a part of an amendment to the  registration  statement and
will not be used until such  amendment is effective,  and that,  for purposes of
determining   any  liability  under  the  Securities  Act  of  1933,  each  such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question of whether such

                                      II-3

<PAGE>



indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

(b) The  undersigned  registrant  hereby  undertakes  to respond to requests for
information    that   is    incorporated    by   reference    into   the   proxy
statement/prospectus  pursuant to Item 4, 10 (b), 11 or 13 of this form,  within
one  business  day of  receipt  of such  request,  and to send the  incorporated
documents  by first class mail or other  equally  prompt  means.  This  includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.

(c) The  undersigned  registrant  hereby  undertakes  to  supply  by  means of a
post-effective  amendment  all  information  concerning a  transaction,  and the
company  being  acquired  involved  therein,  that  was not the  subject  of and
included in the registration statement when it became effective.





                                      II-4

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant has duly caused this Registration  Statement on Form S-4 to be signed
on its behalf by the undersigned,  hereunto duly authorized, in the State of New
Jersey on January 31, 2005.

                                 Parke Bancorp, Inc.


                                 /s/Vito S. Pantilione
                                 ---------------------------------------------
                                 Vito S. Pantilione
                                 President, Chief Executive Officer and Director
                                 (Duly Authorized Representative)

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed by the following  persons on January 31,
2005 in the  capacities  indicated.  Each person whose  signature  appears below
hereby makes,  constitutes  and appoints Vito S.  Pantilione his true and lawful
attorney,  with full power to sign for each person and in such person's name and
capacity  indicated  below,  and with full  power of  substitution,  any and all
amendments to this Registration Statement,  hereby ratifying and confirming such
person's  signature  as it may be  signed  by  said  attorney  to  any  and  all
amendments.

<TABLE>
<CAPTION>


<S>                                   <C>
/s/Celestino R. Pennoni                     /s/Vito S. Pantilione
- -----------------------------------------   -----------------------------------------------------
Celestino R. Pennoni                        Vito S. Pantilione
Chairman                                    President, Chief Operating Officer and Director


/s/Ernest D. Huggard                        /s/Daniel J. Dalton
- -----------------------------------------   -----------------------------------------------------
Ernest D. Huggard                           Daniel J. Dalton
Senior Vice President, Chief Financial      Director
Officer and Chief Operating Officer


/s/Fred G. Choate
- -----------------------------------------
Fred G. Choate
Director

</TABLE>



                                      II-5


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>2
<FILENAME>ex2-1.txt
<DESCRIPTION>PLAN OF ACQUISITION
<TEXT>
                               PLAN OF ACQUISITION
                          OF ALL THE OUTSTANDING STOCK
                                  OF PARKE BANK
                                       BY
                               PARKE BANCORP, INC.


         THIS PLAN OF  ACQUISITION  (the "Plan") is entered into as of this 26th
day of January  2005,  by and between  PARKE BANK, a commercial  bank  organized
under  the laws of the State of New  Jersey,  with its  principal  office at 601
Delsea  Drive,  Washington  Township,  New Jersey  08080 (the  "Bank") and PARKE
BANCORP, INC., a corporation organized under the laws of the State of New Jersey
with its principal office at 601 Delsea Drive,  Washington Township,  New Jersey
08080 ("Bancorp").

         WHEREAS, the Bank is desirous of forming a bank holding company because
it believes that the holding company will provide it with future  flexibility in
undertaking  the Bank's  current  activities  and future new  activities and may
assist the Bank in raising capital and remaining an independent institution,  if
the Board determines that remaining  independent is in the best interests of the
Bank and its shareholders; and

         WHEREAS,  the  Bank's  Board  of  Directors  has  determined  that  the
formation  of  a  holding  company  is  in  the  best  interest  of  the  Bank's
shareholders; and

         WHEREAS,  Bancorp was formed under the New Jersey Business  Corporation
Act on behalf of the Bank at the direction of the Bank's Board of Directors; and

         WHEREAS,  N.J.S.  17:9A-355 et seq. authorizes a New Jersey corporation
and a  state-chartered  bank to enter  into a plan of  acquisition  to  exchange
shares in the bank for shares in the holding company,  to submit the plan to the
New Jersey  Department  of Banking and  Insurance for approval and implement the
plan if it is approved by the Bank's  shareholders,  subject to the right of the
Bank's shareholders to dissent and receive the fair value of their shares; and

         WHEREAS,  the Boards of  Directors of the Bank and Bancorp have adopted
this Plan pursuant to the provisions of N.J.S. 17:9A-357.

         NOW, THEREFORE, the parties hereto agree as follows:


         1.0 Plan of Acquisition Required by Section 17:9A-357.

         1.1 Name and Address of Acquiring Corporation. The name and the address
of the acquiring corporation is:

                      Parke Bancorp, Inc.
                      601 Delsea Drive
                      Washington Township, New Jersey 08080

<PAGE>

         1.2 Name and Address of Participating Bank. The name and address of the
participating bank is:

                      Parke Bank
                      601 Delsea Drive
                      Washington Township, New Jersey 08080

         1.3 Names and Addresses of Directors of the Acquiring Corporation.  The
names and addresses of the members of the Board of Directors of Bancorp are:

                 Name                              Mailing Address
                 ----                              ---------------
                 Fred G. Choate                    601 Delsea Drive
                                                   Washington Township, NJ 08080

                 Daniel J. Dalton                  601 Delsea Drive
                                                   Washington Township, NJ 08080

                 Celestino R. Pennoni              601 Delsea Drive
                                                   Washington Township, NJ 08080

         1.4 Shares of Other Banks Owned by Acquiring Corporation.  Bancorp does
not own any shares of capital stock of any other bank.

         1.5 Terms and  Conditions of  Acquisition.  The terms and conditions of
the acquisition are the terms set forth in Sections 2, 3, 5, and 6 hereof.

         1.6 Effective  Date.  The effective  date shall be the date selected in
accordance with Section 7 hereof.

         1.7 Other Provisions.  There are no other provisions of the Plan except
as set forth herein.

         2.0 Capitalization; Terms of Acquisition.

         2.1   Capitalization  of  Bancorp.   Bancorp  is  authorized  to  issue
10,000,000  shares of common stock,  par value $0.10 per share ("Common  Stock")
and  1,000,000  shares of serial  preferred  stock,  par value  $0.10 per share.
Bancorp shall not issue any shares of capital stock prior to the Effective Date.

         2.2  Capitalization  of the  Bank.  The  Bank is  authorized  to  issue
10,000,000  shares of common stock,  par value $5.00 per share (the "Bank Common
Stock"). As of December 31, 2004, 2,175,559 shares were issued and outstanding.

         2.3 Terms of Exchange.  Upon the Effective Date, each outstanding share
of the Bank Common  Stock  shall be  converted  into one share of Common  Stock,
subject  to the  rights of  dissenting  shareholders  as  provided  in Section 4
hereof.  Each  outstanding  option to purchase shares of Bank Common Stock under
the Bank's 1999 Employee Stock Option Plan, 2002 Employee

                                       2

<PAGE>

Equity  Incentive  Plan and 2003 Stock  Option Plan shall be  converted  into an
option to purchase  the same number of shares of Common  Stock on the same terms
and conditions,  and each outstanding  Warrant to Purchase Common Stock of Parke
Bank  issued  upon the Bank's  organization  in 1998 shall be  converted  into a
warrant to purchase  the same number of shares of Common Stock on the same terms
and conditions.

         3.0 Mode of Carrying into Effect the Plan of Exchange.

         3.1 Exchange  Effective  Immediately.  Upon the  Effective  Date,  each
certificate representing shares of the Bank Common Stock (other than shares held
by a dissenting  shareholder) shall by virtue of the Plan and without any action
on the part of the holder  thereof,  be deemed to  represent  the same number of
shares of Common Stock,  and shall no longer represent the Bank Common Stock. As
set  forth in  Section  4  hereof,  after the  Effective  Date,  any  dissenting
shareholder who complies with the requirements of N.J.S. 17:9A-360 et seq. shall
have  only  the  rights  accorded   dissenting   shareholders   and  such  stock
certificates shall not be deemed to represent shares of Common Stock or the Bank
Common Stock.

         3.2 Issuance of Shares of Bank to Bancorp. Upon the Effective Date, the
Bank shall  issue to Bancorp  one share of Bank  Common  Stock for each share of
Bank Common Stock outstanding immediately prior to the Effective Date.

         3.3 Means of  Effecting  Exchange  of  Certificates  of Bank  Stock for
Certificates in Bancorp.  Upon or immediately after the Effective Date, the Bank
shall notify each Bank  shareholder  of record on the  Effective  Date (except a
holder who is a dissenting  shareholder  as provided in Section 4 hereof) of the
procedure  by which  certificates  representing  the Bank  Common  Stock  may be
exchanged for certificates of Common Stock. The Bank's transfer agent, Registrar
and  Transfer  Company,  Cranford,  New Jersey,  shall act as exchange  agent in
effecting the exchange of certificates. After receipt of such notification, each
holder shall be obligated to surrender the  certificates  representing  the Bank
Common  Stock for  exchange  into  certificates  of Common  Stock as promptly as
possible.

         4.0 Dissenting Shareholders.

         Any   shareholder   of  the  Bank  who  desires  to  dissent  from  the
transactions  contemplated  by the Plan  shall  have the  right  to  dissent  by
complying with all of the  requirements  set forth in N.J.S.  17:9A-360 et seq.,
and, if the  transactions  contemplated  by the Plan are  consummated,  shall be
entitled  to be paid the fair  value of his  shares  in  accordance  with  those
provisions.

         5.0  Conditions for  Consummation  of the Plan and Right of the Bank to
Terminate the Plan Prior to Consummation.

         5.1 Conditions for  Consummation.  The consummation of the transactions
provided for under the Plan is conditioned upon the following:

                  (a) Approval of the Plan by the Commissioner of Banking of the
         State of New Jersey;

                                       3

<PAGE>

                  (b) Approval of the Plan by the holders of two-thirds (2/3) or
         more of the outstanding Bank Common Stock entitled to vote; and

                  (c)  Non-objection  of the Board of  Governors  of the Federal
         Reserve System to a notification by Bancorp of its proposed acquisition
         of Bank.

         5.2 Right of Bank to Terminate Plan Prior to the Effective Date. At any
time  prior  to the  Effective  Date,  the  Board of  Directors  of the Bank may
terminate the Plan if in the judgment of the Board of Directors the consummation
of the Plan is  inadvisable  for any reason.  To terminate the Plan,  the Bank's
Board of  Directors  shall adopt a resolution  terminating  the Plan and, in the
event such  termination  occurs after the shareholders of the Bank have voted on
the Plan,  promptly give written notice that the Plan has been terminated to the
shareholders  of the Bank. Upon the adoption of the Board  resolution,  the Plan
shall be of no  further  force or effect and the Bank and  Bancorp  shall not be
liable to each other,  to any  shareholder of the Bank or to any other person by
reason of the Plan or the termination thereof.  Without limiting the reasons for
which the  Bank's  Board of  Directors  may  terminate  the Plan,  the Board may
terminate the Plan if:

                  (a) The number of  shareholders  dissenting  from the Plan and
         demanding  payment  of the  fair  value of  their  shares  would in the
         judgment of the board render the Plan inadvisable; or

                  (b) The Bank or Bancorp fails to receive,  or fails to receive
         in form and substance  satisfactory to the Bank or Bancorp, any permit,
         license or qualification  from any federal or state authority  required
         in connection with the consummation of the Plan.

         6.0 Expenses.

         The Bank  will  bear all of the  expenses  incurred  by the Bank and by
Bancorp in connection with the Plan, including,  without limiting the foregoing,
all attorneys, accountants, and printing fees and all licensing fees incurred in
connection with the Plan and the formation of Bancorp.

         7.0 Effective Date.

         The Plan shall  become  effective  upon a date  selected  by the mutual
agreement of the parties  hereto (the  "Effective  Date").  The date so selected
shall be within a reasonable  period after the  conditions  set forth in Section
5.1 have been  complied with and the Bank has received any approvals or consents
without  which it might  terminate the Plan under Section 5.2. At least one week
prior to the agreed upon  Effective  Date,  the Plan shall be filed with the New
Jersey Department of Banking and Insurance  together with a certification by the
President  or a Vice  President  of the Bank that the Bank's  shareholders  have
approved the Plan and a writing specifying the Effective Date.

                                       4

<PAGE>

         IN WITNESS  WHEREOF,  the Board of  Directors of each of Parke Bank and
Parke  Bancorp,  Inc. have  authorized  the execution of the Plan and caused the
Plan to be executed as of the date first written above.

                                   PARKE BANK

ATTEST:


                                     By:   /s/Vito S. Pantilione
                                           -------------------------------------
David O. Middlebrook                       Vito S. Pantilione
- ---------------------------
Corporate Secretary                        President and Chief Executive Officer


                                           PARKE BANCORP, INC.

ATTEST:


                                     By:   /s/Vito S. Pantilione
                                           -------------------------------------
David O. Middlebrook                       Vito S. Pantilione
- ---------------------------
Corporate Secretary                        President and Chief Executive Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>3
<FILENAME>ex-3i.txt
<DESCRIPTION>CERTIFICATE OF INCORPORATION
<TEXT>
                          CERTIFICATE OF INCORPORATION
                                       OF
                               PARKE BANCORP, INC.


                                    ARTICLE I

                                      Name
                                      ----

         The  name  of the  corporation  is  Parke  Bancorp,  Inc.  (herein  the
"Corporation").


                                   ARTICLE II

                                Registered Office
                                -----------------

         The address of the Corporation's  registered office in the State of New
Jersey is 601 Delsea  Drive,  Washington  Township,  New Jersey in the County of
Gloucester.  The name of the  Corporation's  registered agent at such address is
Vito S. Pantilione.


                                   ARTICLE III

                                     Powers
                                     ------

         The purpose of the  Corporation is to engage in any activity within the
purposes for which corporations may be organized under 14A:2-1 of the New Jersey
Business Corporation Act.


                                   ARTICLE IV

                                      Term
                                      ----

         The Corporation is to have perpetual existence.


                                    ARTICLE V

                                Initial Directors
                                -----------------

         The number of directors  constituting the initial board of directors of
the  Corporation is three (3) and the names and addresses of the persons who are
to serve as directors until their successors are elected and qualified, are:

                                        1

<PAGE>

       Name                           Mailing Address
       ----                           ---------------
Celestino R. Pennoni                  601 Delsea Drive
                                      Washington Township, New Jersey  08080
Fred G. Choate                        601 Delsea Drive
                                      Washington Township, New Jersey  08080
Daniel J. Dalton                      601 Delsea Drive
                                      Washington Township, New Jersey  08080


                                   ARTICLE VI

                                  Capital Stock
                                  -------------

         The  aggregate  number of shares of all classes of capital  stock which
the Corporation has authority to issue is 11,000,000 of which  10,000,000 are to
be shares of common stock,  $.10 par value per share, and of which 1,000,000 are
to be shares of serial preferred stock, $.10 par value per share. The shares may
be issued by the  Corporation  without the  approval of  stockholders  except as
otherwise  provided  in this  Article VI or the rules of a  national  securities
exchange or listing service,  if applicable.  The consideration for the issuance
of the shares  shall be paid to or  received by the  Corporation  in full before
their  issuance  and  shall  not be less  than  the par  value  per  share.  The
consideration for the issuance of the shares shall be cash,  services  rendered,
personal  property  (tangible  or  intangible),  real  property,  leases of real
property or any combination of the foregoing.  In the absence of actual fraud in
the transaction,  the judgment of the board of directors as to the value of such
consideration,  shall be conclusive.  Upon payment of such  consideration,  such
shares  shall be deemed  to be fully  paid and  nonassessable.  In the case of a
stock dividend,  the part of the surplus of the Corporation which is transferred
to stated  capital  upon the  issuance  of shares as a stock  dividend  shall be
deemed to be the consideration for their issuance.

         A  description  of the  different  classes  and  series (if any) of the
Corporation's   capital  stock,   and  a  statement  of  the  relative   powers,
designations,  preferences and rights of the shares of each class and series (if
any) of capital  stock,  and the  qualifications,  limitations  or  restrictions
thereof, are as follows:

         A. Common Stock. Except as provided in this Certificate, the holders of
            ------------
the common  stock shall  exclusively  possess all voting  power.  Each holder of
shares of common stock shall be entitled to one vote for each share held by such
holders.

         Whenever  there  shall have been paid,  or  declared  and set aside for
payment,  to the holders of the outstanding  shares of any class of stock having
preference over the common stock as to the payment of dividends, the full amount
of dividends and sinking fund or retirement fund or other  retirement  payments,
if any, to which such holders are  respectively  entitled in  preference  to the
common stock,  then dividends may be paid on the common stock,  and on any class
or series of stock entitled to participate therewith as to dividends, out of any
assets legally available for the payment of dividends, but only when as declared
by the board of directors of the Corporation.

         In the  event of any  liquidation,  dissolution  or  winding  up of the
Corporation,  after  there shall have been paid,  or declared  and set aside for
payment, to the holders of the outstanding shares of any class having preference
over  the  common  stock,  the  full  preferential  amounts  to  which  they are
respectively

                                        2

<PAGE>

entitled,  the  holders of the common  stock and of any class or series of stock
entitled to participate  therewith,  in whole or in part, as to  distribution of
assets shall be entitled,  after  payment or provision  for payment of all debts
and  liabilities  of the  Corporation,  to receive the  remaining  assets of the
Corporation available for distribution, in cash or in kind.

         Each  share of  common  stock  shall  have the  same  relative  powers,
preferences  and rights as, and shall be identical in all respects with, all the
other shares of common stock of the Corporation.

         B. Serial Preferred Stock. Except as provided in this Certificate,  the
            ----------------------
board  of  directors  of  the  Corporation  is  authorized,   by  resolution  or
resolutions  from time to time  adopted,  to provide for the  issuance of serial
preferred  stock  in  series  and to fix and  state  the  powers,  designations,
preferences and relative, participating, optional or other special rights of the
shares of such  series,  and the  qualifications,  limitations  or  restrictions
thereof, including, but not limited to determination of any of the following:

         1.  the  distinctive  serial  designation  and  the  number  of  shares
constituting such series; and

         2. the  dividend  rates or the  amount of  dividends  to be paid on the
shares of such series,  whether  dividends  shall be cumulative and, if so, from
which  date  or  dates,  the  payment  date  or  dates  for  dividends,  and the
participating or other special rights, if any, with respect to dividends; and

         3. the voting  powers,  full or limited,  if any, of the shares of such
series; and

         4.  whether the shares of such series shall be  redeemable  and, if so,
the price or prices at which,  and the terms and  conditions  upon  which,  such
shares may be redeemed; and

         5. the amount or amounts  payable upon the shares of such series in the
event of voluntary or involuntary liquidation,  dissolution or winding up of the
Corporation; and

         6.  whether the shares of such series shall be entitled to the benefits
of a sinking or  retirement  fund to be applied to the purchase or redemption of
such shares, and, if so entitled,  the amount of such fund and the manner of its
application,  including the price or prices at which such shares may be redeemed
or purchased through the application of such funds; and

         7.  whether the shares of such series  shall be  convertible  into,  or
exchangeable  for,  shares of any other class or classes or any other  series of
the same or any other  class or classes of stock of the  Corporation  and, if so
convertible  or  exchangeable,  the conversion  price or prices,  or the rate or
rates of exchange, and the adjustments thereof, if any, at which such conversion
or exchange may be made, and any other terms and  conditions of such  conversion
or exchange; and

         8. the  subscription  or purchase price and form of  consideration  for
which the shares of such series shall be issued; and

         9.  whether the shares of such series  which are  redeemed or converted
shall have the status of  authorized  but  unissued  shares of serial  preferred
stock and whether such shares may be reissued as shares of the same or any other
series of serial preferred stock.

                                        3

<PAGE>

         Each share of each series of serial preferred stock shall have the same
relative  powers,  preferences  and  rights as,  and shall be  identical  in all
respects with, all the other shares of the Corporation of the same series.


                                   ARTICLE VII

                                Preemptive Rights
                                -----------------

         No holder of any of the shares of any class or series of capital  stock
or of  options,  warrants  or other  rights to  purchase  shares of any class or
series  of  stock or of  other  securities  of the  Corporation  shall  have any
preemptive right to purchase or subscribe for any unissued stock of any class or
series, or any unissued bonds, certificates of indebtedness, debentures of other
securities  convertible into or exchangeable for stock of any class or series or
carrying  any  right to  purchase  stock of any  class or  series;  but any such
unissued  stock,  bonds,  certificates  or  indebtedness,  debentures  or  other
securities  convertible  into or exchangeable for stock or carrying any right to
purchase stock may be issued pursuant to resolution of the board of directors of
the Corporation to such persons, firms, corporations or associations, whether or
not holders thereof, and upon such terms as may be deemed advisable by the board
of directors in the exercise of its sole discretion.


                                  ARTICLE VIII

                              Repurchase of Shares
                              --------------------

         The Corporation may from time to time, pursuant to authorization by the
board of directors of the  Corporation  and without action by the  stockholders,
purchase  or  otherwise  acquire  shares of capital  stock of any class,  bonds,
debentures, notes, script, warrants, obligations,  evidences of indebtedness, or
other securities of the Corporation in such manner, upon such terms, and in such
amounts as the board of directors shall  determine;  subject,  however,  to such
limitations  or  restrictions,  if any, as are contained in the express terms of
any class of shares of the  Corporation  outstanding at the time of the purchase
or acquisition or as are imposed by law or regulation.


                                   ARTICLE IX

              Meetings of Stockholders; Cumulative Voting; Proxies
              ----------------------------------------------------

         A.  Notwithstanding  any other  provision  of this  Certificate  or the
Bylaws of the Corporation, any action required to be taken or which may be taken
at any annual or special meeting of stockholders of the Corporation may be taken
without a meeting, if all stockholders  entitled to vote thereon consent thereto
in writing. The power of stockholders to take action by non-unanimous consent is
specifically denied. In the case of a merger, consolidation,  acquisition of all
capital shares of the  Corporation  or sale of assets,  such action may be taken
without  a  meeting  only if all  stockholders  consent  in  writing,  or if all
stockholders  entitled to vote consent in writing and all other stockholders are
provided the advance notification  required by Section 14A: 5-6(2)(b) of the New
Jersey Business Corporation Act.

         B. Special  meetings of the  stockholders  of the  Corporation  for any
purpose  or  purposes  may  be  called  at any  time  by  the  President  of the
Corporation, by a majority of the board of directors of the

                                        4

<PAGE>

Corporation,  or by a committee  of the board of  directors  which has been duly
designated  by the board of  directors  and whose  powers  and  authorities,  as
provided  in a  resolution  of the board of  directors  or in the  Bylaws of the
Corporation,  include the power and  authority to call such  meetings,  but such
special meetings may not be called by any other person or persons.

         C. Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate  action in writing without a meeting may
authorize  another person or persons to act for him or her by proxy, but no such
proxy shall be voted or acted upon after eleven months from its date, unless the
proxy  provides for a longer  period.  To be valid, a proxy must be executed and
authorized as required or permitted by law.

         D. There shall be no cumulative  voting by stockholders of any class or
series in the election of directors of the Corporation.

         E. Meetings of stockholders  may be held within or outside the State of
New Jersey, as the Bylaws may provide.

         F. The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of voting stock shall constitute a quorum at a meeting of
stockholders.


                                    ARTICLE X

                      Notice for Nominations and Proposals
                      ------------------------------------

         Advance notice of stockholder nominations for the election of directors
and of  business  to be  brought  by  stockholders  before  any  meeting  of the
stockholders  of the  Corporation  shall be given in the manner  provided in the
Bylaws of the Corporation.


                                   ARTICLE XI

                                    Directors
                                    ---------

         A. Number;  Vacancies. The number of directors of the Corporation shall
            ------------------
be such number as shall be provided from time to time in or in  accordance  with
the Bylaws,  provided that a decrease in the number of directors  shall not have
the  effect of  shortening  the term of any  incumbent  director,  and  provided
further  that no action  shall be taken to decrease  or  increase  the number of
directors from time to time unless at least  two-thirds of the directors then in
office shall  concur in said action.  Vacancies in the board of directors of the
Corporation,  however caused, and newly-created directorships shall be filled by
a vote of a majority of the directors  then in office,  whether or not a quorum,
or by a sole  remaining  director,  and any director so chosen shall hold office
for a term expiring at the next annual meeting of stockholders.  Directors shall
not be required to own any shares of the Corporation's common stock and need not
be residents of any particular state, country or other jurisdiction.

         B. Classified Board. The board of directors of the Corporation shall be
            ----------------
divided into three classes of directors which shall be designated Class I, Class
II and Class III. The members of each class shall be elected for a term of three
years and until their  successors are elected and qualified.  Such classes shall
be as nearly equal in number as the then total number of directors  constituting
the entire board of

                                       5

<PAGE>

directors  shall  permit,  with the terms of office of all  members of one class
expiring each year. At the first annual  meeting of  stockholders:  directors in
Class I shall  be  elected  to hold  office  for a term  expiring  at the  first
succeeding annual meeting thereafter,  directors of Class II shall be elected to
hold  office  for a  term  expiring  at the  second  succeeding  annual  meeting
thereafter,  and  directors  of Class III shall be elected to hold  office for a
term expiring at the third succeeding annual meeting thereafter.  Subject to the
foregoing,  at each annual meeting of stockholders,  the successor to a director
whose term shall then expire shall be elected to hold office for a term expiring
at the third succeeding annual meeting and until his or her successor shall have
been duly elected and qualified unless such director's  position on the board of
directors  shall have been  abolished  by action taken to reduce the size of the
board of directors prior to said meeting.

         If  the  number  of  directors  of  the  Corporation  is  reduced,  the
directorship(s)  eliminated  shall be allocated  among classes as appropriate so
that the number of directors  in each class is as  specified in the  immediately
preceding paragraph.  The board of directors shall designate, by the name of the
incumbent(s), the position(s) to be abolished. Notwithstanding the foregoing, no
decrease in the number of directors shall have the effect of shortening the term
of any  incumbent  director.  If the number of directors of the  Corporation  is
increased,  the  additional  directorships  shall be allocated  among classes as
appropriate so that the number of directors in each class is as specified in the
immediately preceding paragraph.

         Whenever  the holders of any one or more series of  preferred  stock of
the Corporation shall have the right, voting separately as a class, to elect one
or more directors of the  Corporation,  the board of directors  shall consist of
said  directors  so elected in  addition  to the  number of  directors  fixed as
provided above in this Article XI. Notwithstanding the foregoing,  and except as
otherwise may be required by law, whenever the holders of any one or more series
of preferred stock of the Corporation shall have the right, voting separately as
a class,  to elect one or more  directors of the  Corporation,  the terms of the
director  or  directors  elected  by  such  holders  shall  expire  at the  next
succeeding annual meeting of stockholders.

         The initial board of directors shall consist of three individuals.  The
following  individuals  divided  into  the  following  classes  shall  serve  as
directors until the first annual meeting and until their  successors are elected
and qualified:


          Class I                 Class II                    Class III
          -------                 --------                    ---------
     Daniel J. Dalton         Fred G. Choate            Celestino R. Pennoni


                                   ARTICLE XII

                              Removal of Directors
                              --------------------

         Notwithstanding  any other provision of this  Certificate or the Bylaws
of the  Corporation,  any  director  or the  entire  board of  directors  of the
Corporation may be removed for cause,  at any time, by the  affirmative  vote of
the holders of at least 80% of the  outstanding  shares of capital  stock of the
Corporation entitled to vote generally in the election of directors  (considered
for this purpose as one class) cast at a meeting of the stockholders  called for
that purpose. In addition, the board of directors shall have the power to remove
directors for cause and to suspend directors pending a final  determination that
cause exists for removal.

                                        6

<PAGE>

                                  ARTICLE XIII

                      Certain Limitations on Voting Rights
                      ------------------------------------

         Notwithstanding  any other provision of this  Certificate,  in no event
shall any record owner of any  outstanding  Common  Stock which is  beneficially
owned,  directly or  indirectly,  by a person who, as of any record date for the
determination of stockholders entitled to vote on any matter,  beneficially owns
in excess of 10% of the  then-outstanding  shares of Common Stock (the "Limit"),
be entitled, or permitted to any vote in respect of the shares held in excess of
the Limit.  The number of votes which may be cast by any record  owner by virtue
of the provisions hereof in respect of Common Stock  beneficially  owned by such
person owning shares in excess of the Limit shall be a number equal to the total
number of votes which a single  record  owner of all Common  Stock owned by such
person would be entitled to cast,  multiplied  by a fraction,  the  numerator of
which  is the  number  of  shares  of  such  class  or  series  which  are  both
beneficially  owned by such person and owned of record by such record  owner and
the  denominator  of which  is the  total  number  of  shares  of  Common  Stock
beneficially owned by such person owning shares in excess of the Limit.

         A.       The following definitions shall apply to this Article XIII.

     1.  "Affiliate"  shall have the meaning ascribed to it in Rule 12b-2 of the
General Rules and Regulations  under the Securities  Exchange Act of 1934, as in
effect on the date of filing of this Certificate.

     2.  "Beneficial   Ownership"   (including   beneficially  owned)  shall  be
determined pursuant to Rule 13d-3 of the General Rules and Regulations under the
Securities Exchange Act of 1934 (or any successor rule or statutory  provision),
or, if said Rule 13d-3 shall be rescinded  and there shall be no successor  rule
or  provision  thereto,  pursuant to said Rule 13d-3 as in effect on the date of
filing of this  Certificate;  provided,  however,  that a person  shall,  in any
event, also be deemed the "beneficial owner" of any Common Stock:

         (1)      which such person or any of its affiliates  beneficially owns,
                  directly or indirectly; or

         (2)      which such person or any of its  affiliates  has (i) the right
                  to acquire  (whether such right is exercisable  immediately or
                  only after the passage of time),  pursuant  to any  agreement,
                  arrangement  or  understanding  (but shall not be deemed to be
                  the beneficial  owner of any voting shares solely by reason of
                  an  agreement,   contract,  or  other  arrangement  with  this
                  Corporation  to effect any  transaction  which is described in
                  any  one or more  of  sections  of  Article  XIV) or upon  the
                  exercise of conversion rights,  exchange rights,  warrants, or
                  options  or  otherwise,  or (ii)  sole  or  shared  voting  or
                  investment   power  with  respect  thereto   pursuant  to  any
                  agreement,   arrangement,   understanding,   relationship   or
                  otherwise (but shall not be deemed to be the beneficial  owner
                  of any voting  shares  solely by reason of a  revocable  proxy
                  granted for a particular meeting of stockholders,  pursuant to
                  a  public  solicitation  of  proxies  for such  meeting,  with
                  respect to shares of which  neither  such  person nor any such
                  affiliate is otherwise deemed the beneficial owner); or

         (3)      which are beneficially owned,  directly or indirectly,  by any
                  other person with which such first mentioned  person or any of
                  its  affiliates  acts as a partnership,  limited  partnership,
                  syndicate   or  other  group   pursuant   to  any   agreement,
                  arrangement  or  understanding  for the

                                        7

<PAGE>


                  purpose of  acquiring,  holding,  voting or disposing  of  any
                  shares of capital stock of this Corporation;

and  provided  further,  however,  that  (1) no  Director  or  Officer  of  this
Corporation (or any affiliate of any such Director or Officer) shall,  solely by
reason of any or all of such Directors or Officers acting in their capacities as
such, be deemed,  for any purposes hereof,  to beneficially own any Common Stock
beneficially  owned by any other  such  Director  or Officer  (or any  affiliate
thereof),  and (2) neither any employee stock  ownership or similar plan of this
Corporation or any subsidiary of this Corporation,  nor any trustee with respect
thereto or any  affiliate of such trustee  (solely by reason of such capacity of
such trustee), shall be deemed, for any purposes hereof, to beneficially own any
Common Stock held under any such plan.  For purposes of computing the percentage
beneficial  ownership of Common Stock of a person,  the outstanding Common Stock
shall include  shares deemed owned by such person  through  application  of this
subsection but shall not include any other Common Stock which may be issuable by
this  Corporation  pursuant to any  agreement,  or upon  exercise of  conversion
rights,  warrants  or  options,  or  otherwise.  For  all  other  purposes,  the
outstanding  Common Stock shall include only Common Stock then  outstanding  and
shall not  include any Common  Stock  which may be issuable by this  Corporation
pursuant to any agreement,  or upon the exercise of conversion rights,  warrants
or options, or otherwise.

         3.  "Continuing  Directors"  shall mean  those  members of the board of
directors who were directors  prior to the time when the Interested  stockholder
became an Interested stockholder.

         4. A "person" shall mean any individual,  firm,  corporation,  or other
entity.

         B. The board of  directors of the  Corporation  shall have the power to
construe  and  apply  the  provisions  of this  Article  XIII  and to  make  all
determinations  necessary or desirable to implement such  provisions,  including
but not  limited to matters  with  respect to (i) the number of shares of Common
Stock beneficially owned by any person, (ii) whether a person is an affiliate of
another, (iii) whether a person has an agreement,  arrangement, or understanding
with  another as to the matters  referred  to in the  definition  of  beneficial
ownership,  (iv) the application of any other definition or operative  provision
of the  section to the given  facts,  or (v) any other  matter  relating  to the
applicability or effect of this Article XIII. Any  constructions,  applications,
or  determinations  made by the directors  pursuant to this Article XIII in good
faith and on the basis of such information and assistance as was then reasonably
available for such purpose shall be conclusive and binding upon the  Corporation
and its stockholders.

         C. The Board of  directors  shall  have the  right to  demand  that any
person who is reasonably  believed to beneficially own Common Stock in excess of
the Limit (or holders of record of Common Stock beneficially owned by any person
in excess of the  Limit)  ("Holder  in  Excess")  supply  the  Corporation  with
complete  information as to (i) the record  owner(s) of all shares  beneficially
owned by such person who is  reasonably  believed to own shares in excess of the
Limit,  (ii) any other factual matter relating to the applicability or effect of
this Article XIII as may  reasonably  be requested of such person.  The Board of
directors  shall  further  have the right to  receive  from any Holder in Excess
reimbursement  for all  expenses  incurred by the Board in  connection  with its
investigation  of any matters  relating to the  applicability  or effect of this
section on such  Holder in Excess,  to the extent such  investigation  is deemed
appropriate  by the  Board of  directors  as a result  of the  Holder  in Excess
refusing  to  supply  the  Corporation  with the  information  described  in the
previous sentence.

         D. Except as otherwise  provided by law or  expressly  provided in this
Article  XIII,  the presence in person or by proxy,  of the holders of record of
shares of capital stock of the Corporation

                                        8

<PAGE>

entitling  the  holders  thereof to cast a majority of the votes  (after  giving
effect, if required, to the provisions of this Article XIII) entitled to be cast
by the holders of shares of capital  stock of the  Corporation  entitled to vote
shall  constitute  a quorum  at all  meetings  of the  stockholders,  and  every
reference in this Certificate to a majority or other proportion of capital stock
(or the holders  thereof) for purposes of determining any quorum  requirement or
any requirement for stockholder  consent or approval shall be deemed to refer to
such  majority or other  proportion  of the votes (or the holders  thereof) then
entitled to be cast in respect of such capital stock.

         E. The  provisions  of this Article XIII shall not be applicable to the
acquisition of more than 10% of any class of equity  security of the Corporation
if such  acquisition  has  been  approved  by a  majority  of the  Corporation's
Continuing Directors.

         F. In the event any provision (or portion thereof) of this Article XIII
shall be found to be invalid,  prohibited or unenforceable  for any reason,  the
remaining  provisions (or portions thereof) of this Article XIII shall remain in
full force and effect, and shall be construed as if such invalid,  prohibited or
unenforceable  provision  had been  stricken  here  from or  otherwise  rendered
inapplicable,  it being the intent of this Corporation and its stockholders that
each such remaining  provision (or portion thereof) of this Article XIII remain,
to the fullest extent  permitted by law,  applicable  and  enforceable as to all
stockholders,  including  stockholders owning an amount of stock over the Limit,
notwithstanding any such finding.


                                   ARTICLE XIV

                        Approval of Business Combinations
                        ---------------------------------

         A.  Definitions and Related  Matters.  For the purposes of this Article
             --------------------------------
XIV and as otherwise expressly referenced hereto in this Certificate:

                  1.  "Affiliate"  means a person that  directly,  or indirectly
through one or more intermediaries,  controls,  or is controlled by, or is under
common control with, a specified person.

                  2. "Announcement date," when used in reference to any business
combination,  means  the date of the first  public  announcement  of the  final,
definitive proposal for that business combination.

                  3.  "Associate," when used to indicate a relationship with any
person,  means (1) any  corporation or  organization  of which that person is an
officer or partner or is, directly or indirectly, the beneficial owner of 10% or
more of any class of voting  stock,  (2) any trust or other estate in which that
person has a substantial  beneficial  interest or as to which that person serves
as trustee or in a similar fiduciary capacity,  or (3) any relative or spouse of
that  person,  or any  relative  of that  spouse,  who has the same home as that
person.

                  4.  "Beneficial  owner,"  when used with respect to any stock,
means a person:

                           (1) that,  individually or with or through any of its
affiliates or associates, beneficially owns that stock, directly or indirectly;

                           (2) that,  individually or with or through any of its
affiliates or associates,  has (a) the right to acquire that stock (whether that
right is exercisable immediately or only after the passage

                                        9

<PAGE>

of time),  pursuant to any agreement,  arrangement or understanding  (whether or
not in writing),  or upon the exercise of conversion  rights,  exchange  rights,
warrants or options, or otherwise; provided, however, that a person shall not be
deemed the beneficial  owner of stock tendered  pursuant to a tender or exchange
offer made by that person or any of that person's affiliates or associates until
that  tendered  stock is accepted for purchase or exchange;  or (b) the right to
vote that stock pursuant to any agreement, arrangement or understanding (whether
or not in  writing);  provided,  however,  that a person shall not be deemed the
beneficial  owner  of any  stock  under  this  subparagraph  if  the  agreement,
arrangement  or  understanding  to vote that  stock  (i)  arises  solely  from a
revocable proxy or consent given in response to a proxy or consent  solicitation
made in accordance with the applicable rules and regulations  under the Exchange
Act,  and (ii) is not then  reportable  on a Schedule 13D under the Exchange Act
(or any comparable or successor report); or

                           (3)   that   has  any   agreement,   arrangement   or
understanding  (whether  or not in  writing),  for  the  purpose  of  acquiring,
holding,  voting  (except  voting  pursuant to a  revocable  proxy or consent as
described in subparagraph (b) of paragraph (2) of this subsection), or disposing
of that stock with any other person that beneficially  owns, or whose affiliates
or associates beneficially own, directly or indirectly, that stock.

                  5.  "Business  combination,"  when  used in  reference  to the
Corporation and any interested stockholder of the Corporation, means:

                           (1) any merger or consolidation of the Corporation or
any subsidiary of the Corporation  with (a) that  interested  stockholder or (b)
any other  corporation  (whether or not it is an interested  stockholder  of the
Corporation) which is, or after a merger or consolidation would be, an affiliate
or associate of that interested stockholder;

                           (2) any  sale,  lease,  exchange,  mortgage,  pledge,
transfer or other  disposition (in one transaction or a series of  transactions)
to or with that  interested  stockholder  or any  affiliate or associate of that
interested  stockholder  of assets of the  Corporation  or any subsidiary of the
Corporation  (a) having an  aggregate  market  value equal to 10% or more of the
aggregate market value of all the assets, determined on a consolidated basis, of
the  Corporation,  (b) having an aggregate  market value equal to 10% or more of
the aggregate market value of all the outstanding  stock of the Corporation,  or
(c)  representing  10% or more of the earnings power or income,  determined on a
consolidated basis, of the Corporation;

                           (3) the  issuance or transfer by the  Corporation  or
any  subsidiary  of  the   Corporation  (in  one  transaction  or  a  series  of
transactions)  of  any  stock  of  the  corporation  or  any  subsidiary  of the
Corporation  which  has an  aggregate  market  value  equal to 5% or more of the
aggregate  market value of all the outstanding  stock of the Corporation to that
interested  stockholder  or  any  affiliate  or  associate  of  that  interested
stockholder,  except  pursuant to the exercise of warrants or rights to purchase
stock  offered,  or a dividend  or  distribution  paid or made,  pro rata to all
stockholders of the Corporation;

                           (4) the  adoption  of any  plan or  proposal  for the
liquidation  or  dissolution  of the  Corporation  proposed  by, on behalf of or
pursuant  to any  agreement,  arrangement  or  understanding  (whether or not in
writing) with that interested  stockholder or any affiliate or associate of that
interested stockholder;

                                       10

<PAGE>

                           (5) any  reclassification  of securities  (including,
without  limitation,  any stock split, stock dividend,  or other distribution of
stock in respect of stock, or any reverse stock split), or  recapitalization  of
the  corporation,  or any merger or  consolidation  of the Corporation  with any
subsidiary of the Corporation, or any other transaction (whether or not with, or
into,  or otherwise  involving  that  interested  stockholder),  proposed by, on
behalf of or pursuant to any agreement, arrangement or understanding (whether or
not in writing) with that  interested  stockholder or any affiliate or associate
of that interested stockholder, which has the effect, directly or indirectly, of
increasing the  proportionate  share of the  outstanding  shares of any class or
series of stock or securities  convertible  into voting stock of the Corporation
or any subsidiary of the  Corporation  which is directly or indirectly  owned by
that  interested  stockholder  or any affiliate or associate of that  interested
stockholder,  except as a result of immaterial  changes due to fractional  share
adjustments; or

                           (6) any receipt by that interested stockholder or any
affiliate or associate of that interested  stockholder of the benefit,  directly
or indirectly (except  proportionately as a stockholder of the Corporation),  of
any loans,  advances,  guarantees,  pledges or other financial assistance or any
tax credits or other tax  advantages  provided  by or through  the  Corporation;
provided,  however, that the term "business  combination" shall not be deemed to
include the receipt of any of the foregoing  benefits by the  Corporation or any
of the Corporation's  affiliates arising from transactions (such as intercompany
loans or tax sharing arrangements) between the Corporation and its affiliates in
the ordinary course of business.

                  6. "Common stock" means any stock other than preferred stock.

                  7.   "Consummation   date,"  with   respect  to  any  business
combination, means the date of consummation of that business combination.

                  8. "Control,"  including terms  "controlling"  "controlled by"
and "under common control with," means the  possession,  directly or indirectly,
of the power to direct or cause the direction of the  management and policies of
a person,  whether  through the  ownership  of voting  stock,  by  contract,  or
otherwise. A person's beneficial ownership of 10% or more of the voting power of
the  Corporation's  voting  stock  shall  create a  presumption  that person has
control of the Corporation.  Notwithstanding the foregoing in this subsection, a
person shall not be deemed to have control of a corporation if that person holds
voting  power,  in good  faith and not for the  purpose  of  circumventing  this
section,  as an agent,  bank, broker,  nominee,  custodian or trustee for one or
more beneficial owners who do not individually or as a group have control of the
Corporation.

                  9. "Exchange Act" means the "Securities Exchange Act of 1934,"
(15 U.S.C. ss.78a et seq.) as the same has been or hereafter may be amended from
time to time.

                  10.  "Interested  stockholder,"  when used in reference to the
Corporation,  means any person (other than the  Corporation or any subsidiary of
the Corporation) that:

                           (1) is the beneficial owner, directly  or indirectly,
of 10% or more of the  voting  power  of the  outstanding  voting  stock  of the
Corporation; or

                           (2) is an affiliate  or associate of the  Corporation
and at any time within the  five-year  period  immediately  prior to the date in
question was the beneficial owner, directly or indirectly, of 10% or more of the
voting power of the then outstanding  stock of the Corporation.  For the purpose
of determining  whether a person is an interested  stockholder  pursuant to this
subsection, the number of shares

                                       11

<PAGE>

of voting stock of the Corporation deemed to be outstanding shall include shares
deemed to be beneficially owned by the person through  application of subsection
A.4 of this  Article but shall not include any other  unissued  shares of voting
stock of the  Corporation  which  may be  issuable  pursuant  to any  agreement,
arrangement or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.

                           (3) is an assignee of or has  otherwise  succeeded to
any shares of voting  stock  which were at any time within the  two-year  period
immediately prior to the date in question  beneficially  owned by any Interested
Stockholder,  if such assignment or succession shall have occurred in the course
of a  transaction  or series of  transactions  not  involving a public  offering
within the meaning of the Securities Act of 1933.

                  11. "Market  value," when used in reference to property of the
Corporation, means:

                           (1) in the case of stock,  the highest  closing sales
price of the stock during the 30 day period  immediately  preceding  the date in
question,  on the principal United States securities  exchange  registered under
the Exchange Act on which that stock is listed,  or, if that stock is not listed
on any such exchange,  the highest closing bid quotation with respect to a share
of that stock  during the 30-day  period  preceding  the date in question on the
National Association of Securities Dealers,  Inc. Automated Quotation System, or
any system then in use, or if no such quotations are available,  the fair market
value  on the  date  in  question  of a  share  of the  Corporation's  stock  as
determined by the board of directors of the Corporation in good faith; and

                           (2) in the case of property other than cash or stock,
the fair market value of that  property on the date in question as determined by
the board of directors of the Corporation in good faith.

                  12. "Stock" means:

                           (1) any stock or similar security, any certificate of
interest,  any participation in any profit sharing  agreement,  any voting trust
certificate, or any certificate of deposit for stock; and

                           (2)  any  security   convertible,   with  or  without
consideration,  into stock, or any warrant, call or other option or privilege of
buying stock  without being bound to do so, or any other  security  carrying any
right to acquire, subscribe to or purchase stock.

                  13. "Stock  acquisition  date," with respect to any person and
the  Corporation,  means the date that such person first  becomes an  interested
stockholder of the Corporation.

                  14.   "Subsidiary"   of  the   Corporation   means  any  other
corporation  of which voting stock having a majority of the votes entitled to be
cast is owned, directly or indirectly, by the Corporation.

                  15.  "Voting  stock"  means  shares  of  capital  stock of the
Corporation entitled to vote generally in the election of directors.

B. Approval of Business Combinations.
   ---------------------------------

         The  Corporation  shall not engage in a business  combination  with any
interested  stockholder  for a period of five years  following  that  interested
stockholder's stock acquisition date unless the business

                                       12

<PAGE>

combination  is  approved  by the  board of  directors  prior to the  interested
stockholder's stock acquisition date.

         In  addition,   the  Corporation  shall  not  engage  in  any  business
combination  with any  interested  stockholder  of the  Corporation  at any time
unless one of the following three conditions is met:

         1. the  business  combination  is approved by the board of directors of
the Corporation  prior to that interested  stockholder's  stock acquisition date
and thereafter approved by stockholders in accordance with applicable law.

         2. the business  combination is approved by the affirmative vote of the
holders  of at least  80% of the  voting  stock not  beneficially  owned by that
interested stockholder at a meeting called for such purpose.

         3. the business combination meets all of the following conditions:

                  (1) the aggregate  amount of the cash and the market value, as
of the consummation  date, of  consideration  other than cash to be received per
share by holders of  outstanding  shares of common stock of the  Corporation  in
that business combination is at least equal to the higher of the following:

                           (a)  the  highest  per  share  price  (including  any
brokerage commissions, transfer taxes and soliciting dealers' fees) paid by that
interested  stockholder  for any  shares  of common  stock of the same  class or
series acquired by it (i) within the five-year period  immediately  prior to the
announcement date with respect to that business combination,  or (ii) within the
five-year  period  immediately  prior to, or in, the  transaction  in which that
interested  stockholder became an interested  stockholder,  whichever is higher;
plus,  in either case,  interest  compounded  annually from the earliest date on
which that highest per share acquisition price was paid through the consummation
date at the rate for one-year  United States Treasury  obligations  from time to
time in effect;  less the aggregate  amount of any cash dividends  paid, and the
market value of any dividends paid other than in cash, per share of common stock
since that earliest date, up to the amount of that interest; and

                           (b) the market value per share of common stock on the
announcement  date  with  respect  to  that  business  combination  or  on  that
interested  stockholder's  stock  acquisition  date,  whichever is higher;  plus
interest compounded annually from that date through the consummation date at the
rate for  one-year  United  States  Treasury  obligations  from  time to time in
effect;  less the aggregate  amount of any cash  dividends  paid, and the market
value of any dividends  paid other than in cash, per share of common stock since
that date, up to the amount of that interest;

                  (2) the  aggregate  amount of the cash and the market value as
of the  consummation  date of  consideration  other than cash to be received per
share by holders of  outstanding  shares of any class or series of stock,  other
than common stock,  of the  Corporation  is at least equal to the highest of the
following  (whether or not that interested  stockholder has previously  acquired
any shares of that class or series of stock):

                           (a)  the  highest  per  share  price  (including  any
brokerage commissions, transfer taxes and soliciting dealers' fees) paid by that
interested  stockholder for any shares of that class or series of stock acquired
by it (i) within the five-year period immediately prior to the announcement date
with respect to that business  combination,  or (ii) within the five-year period
immediately   prior  to,  or  in,  the

                                       13

<PAGE>

transaction  in  which  that   interested   stockholder   became  an  interested
stockholder,  whichever is higher;  plus,  in either case,  interest  compounded
annually from the earliest date on which the highest per share acquisition price
was paid through the  consummation  date at the rate for one-year  United States
Treasury  obligations from time to time in effect;  less the aggregate amount of
any cash  dividends  paid, and the market value of any dividends paid other than
in cash, per share of that class or series of stock since that earliest date, up
to the amount of that interest;

                           (b) the  highest  preferential  amount  per  share to
which the holders of shares of that class or series of stock are entitled in the
event of any liquidation, dissolution or winding up of the Corporation, plus the
aggregate amount of any dividends  declared or due as to which those holders are
entitled  prior to payment of  dividends  on some other class or series of stock
(unless the aggregate amount of those dividends is included in that preferential
amount); and

                           (c) the  market  value  per  share  of that  class or
series  of  stock  on the  announcement  date  with  respect  to  that  business
combination  or  on  that  interested   stockholder's  stock  acquisition  date,
whichever is higher;  plus interest  compounded  annually from that date through
the  consummation   date  at  the  rate  for  one-year  United  States  Treasury
obligations  from time to time in effect;  less the aggregate amount of any cash
dividends  paid,  and the market value of any dividends paid other than in cash,
per share of that class or series of stock since that date,  up to the amount of
that interest;

                  (3)  the   consideration  to  be  received  by  holders  of  a
particular class or series of outstanding  stock (including common stock) of the
Corporation  in that business  combination is in cash or in the same form as the
interested  stockholder has used to acquire the largest number of shares of that
class or series of stock previously acquired by it;

                  (4) the  holders  of all  outstanding  shares  of stock of the
Corporation not beneficially  owned by that interested  stockholder  immediately
prior to the  consummation of that business  combination are entitled to receive
in that business  combination  cash or other  consideration  for those shares in
compliance with paragraphs (1), (2) and (3) of this subsection; and

                  (5) after that interested stockholder's stock acquisition date
and prior to the  consummation  date with respect to that business  combination,
that  interested  stockholder  has  not  become  the  beneficial  owner  of  any
additional shares of stock of the Corporation, except:

                           (a) as part of the transaction which resulted in that
interested stockholder becoming an interested stockholder;

                           (b) by virtue of  proportionate  stock splits,  stock
dividends or other distributions of stock in respect of stock not constituting a
business combination as defined in Section A.5(5) of this Article;

                           (c) through a business combination meeting all of the
conditions of paragraph (3) and this paragraph; or

                           (d)   through  the   purchase   by  that   interested
stockholder  at any price  which,  if that  price had been paid in an  otherwise
permissible business combination, the announcement date and consummation date of
which was the date of that purchase,  would have satisfied the  requirements  of
paragraphs (1), (2) and (3) of this subsection.

                                       14

<PAGE>

                  (6)  Exceptions.  The provisions of this Article XIV shall not
apply  to  any  business  combination  of the  Corporation  with  an  interested
stockholder  of  the   Corporation   which  became  an  interested   stockholder
inadvertently, if such interested stockholder (i) as soon as practicable divests
itself,  himself or herself of a  sufficient  amount of the voting  stock of the
Corporation so that it, he or she no longer is the beneficial owner, directly or
indirectly,  of 10% or more of the voting power of the outstanding  voting stock
of the Corporation or a subsidiary  corporation,  and (ii) would not at any time
within the five-year period preceding the announcement date with respect to that
business   combination  have  been  an  interested   stockholder  but  for  that
inadvertent  acquisition.  Nothing  contained  in  this  Article  XIV  shall  be
construed to relieve any interested  stockholder  from any fiduciary  obligation
imposed by law.


                                   ARTICLE XV

                  Stockholder Approval of Certain Transactions
                  --------------------------------------------

         A.  Stockholder  Vote.  Any  merger,  consolidation,   liquidation,  or
             -----------------
dissolution  of the  Corporation  or any action that would result in the sale or
other  disposition of all or substantially  all of the assets of the Corporation
shall  require the  affirmative  vote of the holders of at least eighty  percent
(80%) of the outstanding shares of capital stock of the Corporation  eligible to
vote at a legal meeting.

         B. Board Approval. The provisions of this Article XV shall not apply to
            --------------
a  particular   transaction  and  such  transaction   shall  require  only  such
stockholder  vote,  if any, as would be required  by  applicable  law, if such a
transaction is approved by the board of directors of the Corporation.


                                   ARTICLE XVI

                       Evaluation of Business Combinations
                       -----------------------------------

         In connection with the exercise of its judgment in determining  what is
in  the  best  interests  of the  Corporation  and  of  the  stockholders,  when
evaluating a business  combination or a tender or exchange  offer,  the board of
directors of the  Corporation  shall, in addition to considering the adequacy of
the amount to be paid in connection with any such  transaction,  consider all of
the following  factors and any other factors  which it deems  relevant:  (i) the
social and economic  effects of entering into the transaction on the Corporation
and its subsidiaries, and its present and future employees, depositors, loan and
other  customers,  creditors and other elements of the  communities in which the
Corporation and its subsidiaries  operate or are located;  (ii) the business and
financial  condition and earnings  prospects of the acquiring  person or entity,
including,  but not  limited  to,  debt  service  and other  existing  financial
obligations,  financial  obligations  to be  incurred  in  connection  with  the
acquisition,  and other likely financial  obligations of the acquiring person or
entity,  and the possible effect of such conditions upon the Corporation and its
subsidiaries  and the other elements of the communities in which the Corporation
and  its  subsidiaries  operate  or  are  located;  and  (iii)  the  competence,
experience,  and  integrity of the  acquiring  person or entity and its or their
management.

                                       15

<PAGE>

                                  ARTICLE XVII

                Elimination of Directors' and Officers' Liability
                -------------------------------------------------

         Directors  and  officers  of the  Corporation  shall  have no  personal
liability to the Corporation or its  stockholders  for damages for breach of any
duty owed to the  Corporation  or its  stockholders,  provided that this Article
XVII shall not relieve a director or officer  from  liability  for any breach of
duty based upon an act or omission (i) in breach of the  director's or officer's
duty of loyalty to the Corporation or its  stockholders,  (ii) not in good faith
or involving a knowing  violation of law, or (iii)  resulting in receipt by such
person of an  improper  personal  benefit.  Any repeal or  modification  of this
Article XVII by the  stockholders of the Corporation  shall not adversely affect
any right or protection of a director or officer of the Corporation hereunder or
otherwise  with respect to any act or omission  occurring  before such repeal or
modification is effective. If the New Jersey Business Corporation Act is amended
to further limit the personal  liability of directors  and  officers,  then such
liability will be limited to the fullest extent permitted under the law.


                                  ARTICLE XVIII

                                 Indemnification
                                 ---------------

         A. Indemnification.  The Corporation shall indemnify any person who was
            ---------------
or is a party or is threatened to be made a party to any threatened,  pending or
completed  action,  suit or proceeding,  including actions by or in the right of
the  Corporation,  whether  civil,  criminal,  administrative,   arbitrative  or
investigative,  by reason of the fact  that  such  person is or was a  director,
officer,  employee or agent of the Corporation or of any constituent corporation
absorbed by the Corporation in a consolidation  or merger,  or is or was serving
at the request of the Corporation as a director,  officer,  employee or agent of
another Corporation,  partnership, joint venture, sole proprietorship,  trust or
other enterprise,  against expenses  (including  attorneys'  fees),  judgements,
fines and amounts paid in settlement  actually and  reasonably  incurred by such
person in  connection  with such action,  suit or  proceeding to the full extent
permissible under New Jersey law.

         B. Advance  Payment.  The  Corporation  may pay in advance any expenses
            ----------------
(including  attorneys' fees) which may become subject to  indemnification  under
Section A of this Article XVIII if the person  receiving the payment  undertakes
in writing to repay the same if it is  ultimately  determined  that he or she is
not entitled to indemnification by the Corporation under New Jersey law.

         C.  Nonexclusive.  The  indemnification  and  advancement  of  expenses
             ------------
provided by Sections A and B of this Article XVIII or otherwise granted pursuant
to New Jersey law shall not be  exclusive  of any other rights to which a person
may be entitled by law, bylaw, agreement, vote of stockholders, or disinterested
directors, or otherwise.

         D. Continuation.  The  indemnification  and advance payment provided by
            ------------
Sections A and B shall continue as to a person who has ceased to hold a position
named in paragraph A of this Article  XVIII and shall inure to his or her heirs,
executors and  administrators.  In addition,  any repeal or modification of this
Article XVIII by the stockholders of the Corporation  shall not adversely affect
any right or protection of a director or officer of the Corporation hereunder or
otherwise  with respect to any act or omission  occurring  before such repeal or
modification is effective.

                                       16

<PAGE>

         E. Insurance.  The  Corporation may purchase and maintain  insurance on
            ---------
behalf of any person who holds or who has held any  position  named in Section A
of this Article XVIII,  against any liability incurred by him or her in any such
position,  or  arising  out of his or her  status  as such,  whether  or not the
Corporation  would have power to  indemnify  him or her against  such  liability
under this Article and New Jersey law.

         F. Savings Clause. If this Article XVIII or any portion hereof shall be
            --------------
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless indemnify each director,  officer,  employee, and
agent  of  the  Corporation  as  to  costs,  charges,  and  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement with respect
to any action,  suit, or proceeding,  whether civil,  criminal,  administrative,
arbitrative  or  investigative,  including  an  action by or in the right of the
Corporation  to the full  extent  permitted  by any  applicable  portion of this
Article  XVIII  that  shall not have  been  invalidated  and to the full  extent
permitted by applicable law.


                                   ARTICLE XIX

                               Amendment of Bylaws
                               -------------------

         In  furtherance  and  not in  limitation  of the  powers  conferred  by
statute,  the board of directors of the  Corporation is expressly  authorized to
make,  repeal,  alter, amend and rescind the Bylaws of the Corporation by a vote
of  two-thirds  of the board of  directors  present at a legal  meeting  held in
accordance  with  the  provisions  of  the  Bylaws.  Notwithstanding  any  other
provision  of  this   Certificate  or  the  Bylaws  of  the   Corporation   (and
notwithstanding  the fact that some lesser  percentage may be specified by law),
the Bylaws  shall not be made,  repealed,  altered,  amended or rescinded by the
stockholders  of the  Corporation  except by the vote of the holders of not less
than 80% of the  outstanding  shares  of the  capital  stock of the  Corporation
entitled to vote  generally in the election of  directors  (considered  for this
purpose as one  class)  cast at a meeting  of the  stockholders  called for that
purpose  (provided that notice of such proposed  adoption,  repeal,  alteration,
amendment or rescission is included in the notice of such meeting).


                                   ARTICLE XX

                    Amendment of Certificate of Incorporation
                    -----------------------------------------

         The Corporation  reserves the right to repeal,  alter, amend or rescind
any  provision  contained  in this  Certificate  in the manner now or  hereafter
prescribed by law, and all rights  conferred on stockholders  herein are granted
subject to this reservation.  Notwithstanding the foregoing,  the provisions set
forth in Articles VII, IX, X, XI, XII, XIII, XIV, XV, XVII,  XVIII, XIX and this
Article  XX of  this  Certificate  may  not be  repealed,  altered,  amended  or
rescinded in any respect unless such action is approved by the affirmative  vote
of the holders of not less than 80% of the  outstanding  shares of capital stock
of the  Corporation  entitled to vote  generally  in the  election of  directors
(considered  for  this  purpose  as a single  class)  cast at a  meeting  of the
stockholders  called for that  purpose  (provided  that notice of such  proposed
adoption,  repeal,  alteration,  amendment or rescission is properly included in
the notice of such meeting).

                                       17

</TEXT>
</DOCUMENT>
<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-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>5
<FILENAME>ex4-1.txt
<DESCRIPTION>COMMON STOCK CERTIFICATE
<TEXT>
================================================================================
CERTIFICATE No.                   [LOGO]                          COMMON STOCK
                                                                 PAR VALUE $0.10
                                                                     SHARES

INCORPORATED UNDER THE
LAWS OF THE STATE OF NEW JERSEY              SEE REVERSE FOR CERTAIN DEFINITIONS

                  THIS                                CUSIP No. ________________
                  CERTIFIES
                  THAT

                  IS THE
                  OWNER OF

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.10 PER SHARE,
                                       OF
                               PARKE BANCORP, INC.

         The shares represented by this certificate are transferable only on the
stock  transfer books of the  Corporation by the holder of record hereof,  or by
his duly authorized attorney or legal representative, upon the surrender of this
certificate  properly  endorsed.  This  certificate  and the shares  represented
hereby  are  issued  and  shall be held  subject  to all the  provisions  of the
Certificate of  Incorporation  and Bylaws of the  Corporation and any amendments
thereto (copies of which are on file with the Secretary of the Corporation), and
to all of these  provisions  the  holder by  acceptance  hereof,  assents.  This
certificate   is  not  valid  unless   countersigned   and   registered  by  the
Corporation's transfer agent and registrar.

         In Witness Whereof,  Parke Bancorp, Inc. has caused this certificate to
be executed by the facsimile  signatures of its duly authorized officers and has
caused its facsimile corporate seal to be hereunto affixed.

DATED:

_____________________________                   ________________________________
PRESIDENT                                             SECRETARY
                                      SEAL

================================================================================
<PAGE>

                               PARKE BANCORP, INC.

         The Board of Directors of the  Corporation  is authorized by resolution
or resolutions, from time to time adopted, to provide for the issuance of serial
preferred  stock,  $0.10 par value per share, in series and to fix and state the
voting powers, designations,  preferences and relative, participating, optional,
or  other   special   rights  of  the  shares  of  each  such   series  and  the
qualifications,  limitations and  restrictions  thereof.  The  Corporation  will
furnish to any shareholder upon request and without charge a full description of
each class of stock and any series thereof.

         The following  abbreviations,  when used in the inscription on the face
of this certificate,  shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>            <C>                              <C>
TEN COM -         as tenants in common               UNIF TRANS MIN ACT -_______________Custodian_______________
                                                                             (Cus)                  (Minor)
TEN ENT -         as tenants by the entireties
                                                                         under Uniform Transfers to Minors
JT TEN  -         as joint tenants with right of
                  survivorship and not as tenants                        Act ___________________________
                  in common                                                       (State)
</TABLE>


     Additional abbreviations may also be used though not in the above list.

     FOR VALUE  RECEIVED  _______________ hereby sell,  assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________

________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)

________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________  Shares of the
Common Stock  represented  by  the  within Certificate and do hereby irrevocably
constitute and appoint

___________________________________________________________________  Attorney to
transfer the said Stock on the books of the within named  Corporation  with full
power of substitution in the premises.

Dated ________________________         _________________________________________


         NOTICE:  The signature to this assignment must correspond with the name
as  written  upon  the face of the  Certificate  in  every  particular,  without
alteration or enlargement or any change whatever.


                  THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND
                     IS NOT FEDERALLY INSURED OR GUARANTEED


</TEXT>
</DOCUMENT>
<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>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>7
<FILENAME>ex-5.txt
<DESCRIPTION>OPINION OF MALIZIA SPIDI & FISCH, PC
<TEXT>
                            Malizia Spidi & Fisch, PC
                                ATTORNEYS AT LAW

1100 New York Avenue, N.W.                            1900 South Atherton Street
Suite 340 West                                                         Suite 101
Washington, D.C.  20005                                 State College, PA  16801
(202) 434-4660                                                    (814) 272-3502
Facsimile: (202) 434-4661                             Facsimile:  (814) 272-3514

January 28, 2005

Board of Directors
Parke Bancorp, Inc.
601 Delsea Drive
Washington Township, New Jersey 08080

         Re:      Registration Statement Under the Securities Act of 1933
                  -------------------------------------------------------

Gentlemen:

         This opinion is rendered in connection with the Registration  Statement
on Form  S-4  filed  with the  Securities  and  Exchange  Commission  under  the
Securities  Act of 1933  relating to the issuance of up to  2,852,226  shares of
common stock, par value $0.10 per share (the "Common Stock"),  of Parke Bancorp,
Inc. (the "Company").  The Common Stock is proposed to be issued pursuant to the
Plan of  Acquisition  pursuant  to which  Parke  Bank will  reorganize  into the
holding company form of organization and become the  wholly-owned  subsidiary of
the Company (the "Reorganization"). The Company is incorporated under New Jersey
law.

         As special  counsel to the  Company,  we have  reviewed  the  corporate
proceedings  relating to the Plan of Acquisition and the Reorganization and such
other legal matters as we have deemed  appropriate  for the purpose of rendering
this opinion.  The opinions  expressed  herein are limited  solely to New Jersey
laws  applicable to the Company's  issuance of the Common Stock  pursuant to the
Plan of Acquisition and the Reorganization.

         We are  licensed to practice  law in,  among other  jurisdictions,  the
District  of  Columbia  and  the  Commonwealth  of  Pennsylvania.  The  opinions
expressed  herein are limited solely to the New Jersey corporate laws applicable
to our  opinion and we do not opine on the laws of any other  jurisdiction.  For
purposes of our opinion  expressed  herein,  we have assumed that the  corporate
laws of the  State  of New  Jersey  are  similar  to the  corporate  laws of the
Commonwealth of Pennsylvania.

         Based on the  foregoing,  we are of the opinion  that under the laws of
New Jersey the shares of Common  Stock of the Company  covered by the  aforesaid
Registration  Statement  will,  when issued in accordance  with the terms of the
Plan of  Acquisition  in  exchange  for  shares  of  Parke  Bank  and  upon  the
declaration of the  effectiveness of the Registration  Statement on Form S-4, be
duly authorized, legally issued, fully paid, and non-assessable shares of Common
Stock of the Company.

         We assume no  obligation  to advise you of any event that may hereafter
be brought to our attention  that may affect any statement made in the foregoing
paragraph after the declaration of effectiveness  of the Registration  Statement
on Form S-4.

<PAGE>

MALIZIA SPIDI & FISCH, PC


Board of Directors
Parke Bancorp, Inc.
January 28, 2005
Page 2
         We hereby  consent to the use of this  opinion and to the  reference to
our firm appearing in the proxy statement.  We also consent to any references to
our legal opinion in the Prospectus.

                                                  Very truly yours,


                                                  /s/MALIZIA SPIDI & FISCH, PC
                                                  ------------------------------
                                                  MALIZIA SPIDI & FISCH, PC




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8
<SEQUENCE>8
<FILENAME>ex-8.txt
<DESCRIPTION>OPINION OF MALIZIA SPIDI & FISCH, PC
<TEXT>
                            MALIZIA SPIDI & FISCH, PC
                                ATTORNEYS AT LAW

1100 NEW YORK AVENUE, N.W.                            1900 SOUTH ATHERTON STREET
SUITE 340 WEST                                                         SUITE 101
WASHINGTON, D.C.  20005                                 STATE COLLEGE, PA  16801
(202) 434-4660                                                    (814) 272-3502
FACSIMILE: (202) 434-4661                             FACSIMILE:  (814) 272-3514


January 28, 2005

Board of Directors
Parke Bank
601 Delsea Drive
Washington Township, New Jersey 08080

     RE:  Federal Income Tax Opinion Related to the Transfer of the Common Stock
          of Parke  Bank in Return For All the  Common  Stock of Parke  Bancorp,
          Inc., Under Section 368(a)(1)(B) of the Internal Revenue Code of 1986,
          as Amended
          ----------------------------------------------------------------------

Dear Members of the Board:

         In accordance with your request,  set forth herein below is the opinion
of this firm regarding  certain federal income tax  consequences of the proposed
reorganization  of Parke Bank (the  "Bank")  to the  holding  company  corporate
structure  and share  exchange (the  "Reorganization").  The  Reorganization  is
described  in the Bank's Plan of  Acquisition  of all the  outstanding  Stock of
Parke Bank by Parke Bancorp,  Inc., adopted by the Board of Directors on January
25, 2005 (the  "Plan").  According  to the Plan,  the Bank will  establish a new
wholly-owned subsidiary, Parke Bancorp, Inc. (the "Holding Company"), which will
be  incorporated  under the laws of the State of New Jersey.  Under the terms of
the Plan, each outstanding share of Bank common stock ("Bank Common Stock") will
be converted into one share of Holding  Company common stock  ("Holding  Company
Common  Stock"),  and the former  holders of Bank  Common  Stock will become the
holders of all of the  outstanding  shares of Holding Company Common Stock. As a
result,  the Bank will become a wholly-owned  subsidiary of the Holding Company.
The Reorganization will be pursuant to applicable  provisions of the laws of the
State of New  Jersey  and the  regulations  issued  thereunder  by the  Board of
Governors of the Federal Reserve System.

         We are rendering this opinion in our capacity as special counsel to the
Bank in connection  with the  Reorganization.  We have  examined such  corporate
records,  certificates  and other documents as we have  considered  necessary or
appropriate for this opinion.  In such examination,  we have accepted,  and have
not  independently  verified,  the authenticity of all original  documents,  the
accuracy of all copies, and the genuineness of all signatures.

<PAGE>

MALIZIA SPIDI & FISCH, PC

Board of Directors
Parke Bank
January 28, 2005
Page 2

                               STATEMENT OF FACTS
                               ------------------

         Based  solely  upon  our  review  of  such  documents,  and  upon  such
information  as the Bank has  provided  to us  (which we have not  attempted  to
verify in any respect), and in reliance upon such documents and information,  we
understand that the  Reorganization  and the relevant facts with respect thereto
are as follows:

         The Bank is a New  Jersey  chartered  commercial  bank  that  commenced
operations  in  1999.  The  Holding   Company  is  a  recently  formed  business
corporation  chartered and  organized  under the laws of the State of New Jersey
for the purpose of becoming a bank holding company.

         The  authorized  capital  stock of the  Bank  consists  of  $50,000,000
divided into 10,000,000 shares of the par value of $5.00 each,  2,175,559 shares
of which are issued and outstanding. The authorized capital stock of the Holding
Company  consists  of  10,000,000  shares of common  stock,  $0.10 par value per
share,  of which  2,175,559  shares will be issued and outstanding and 1,000,000
shares of  preferred  stock  $0.10 par  value,  none of which will be issued and
outstanding.

         The Board of Directors  of the Bank deems it advisable  and in the best
interests of the Bank and its stockholders to engage in the Reorganization.  The
Board of Directors of the Holding Company has approved and adopted the Plan, and
the Holding Company has agreed to join in and be bound by the terms of the Plan,
and to issue the shares of Holding  Company Common Stock which  stockholders  of
the  Bank  will  be  entitled   to  receive   upon  the   consummation   of  the
Reorganization.

         The Board of Directors  believes that a bank holding company  structure
will  provide  greater  flexibility  than is  currently  available  to the Bank.
Present regulations of the New Jersey Department of Banking of Insurance and the
Federal Deposit Insurance Corporation limit the types of businesses in which the
Bank may  engage  and  limit  the  amount  that may be  invested  by the Bank in
subsidiaries.  The establishment of a bank holding company is designed to permit
diversification  of operations  and the  acquisition  and formation of companies
engaged in lines of business which,  while  complementary to the business of the
Bank,  should help reduce the risks inherent in an industry that is sensitive to
interest rate changes. Management believes that acquisition or formation of such
enterprises  which do not have the degree of asset and  liability  interest rate
sensitivity  inherent  in the  structure  of a bank would  provide a  beneficial
stabilizing  effect  on  operations.  However,  at this  time,  the Bank has not
identified any enterprises that would be the subject of future  acquisitions nor
have criteria been developed to identify such an enterprise.

<PAGE>

MALIZIA SPIDI & FISCH, PC

Board of Directors
Parke Bank
January 28, 2005
Page 3

         In addition,  under the holding company structure,  the Holding Company
would operate under the general  corporate laws of the State of New Jersey which
provide more  flexibility  than currently  available to the Bank in the areas of
corporate governance,  director and officer  responsibility,  and limitations of
liability.

         Upon  completion of the  Reorganization,  the Board of Directors of the
Holding  Company  would have the  authority  to adopt  stock  repurchase  plans,
subject to any  applicable  statutory and  regulatory  requirements.  Based upon
facts and  circumstances  that may arise following  Reorganization,  the Holding
Company may wish to  repurchase  shares of Holding  Company  Common Stock in the
future.  Any stock repurchases will be subject to the determination of the Board
that the  Bank  will be  capitalized  in  excess  of all  applicable  regulatory
requirements after any such repurchases and that capital will be adequate taking
into account,  among other things,  the level of  non-performing  and other risk
assets,  the Holding  Company's and the Bank's current and projected  results of
operations and asset/liability structure, the economic environment,  and tax and
other considerations.

         Although  the Board of  Directors  presently  intends  for the  Holding
Company to remain a unitary bank holding  company,  it would have the ability to
become a multiple  bank holding  company (a holding  company which has more than
one bank  subsidiary) in the future if the Board so desires.  A multiple holding
company  structure can facilitate the  acquisition of other banks and mutual and
stock savings  institutions in addition to other  companies.  If a multiple bank
holding company structure is utilized, the acquired institution would be able to
operate on a more autonomous  basis as a wholly-owned  subsidiary of the Holding
Company  rather  than as a  division  of the Bank.  For  example,  the  acquired
financial  institution could retain its own directors,  officers,  and corporate
name,  as  well  as  have  representation  on the  Holding  Company's  Board  of
Directors.  This  more  autonomous  operation  may be  decisive  in  acquisition
negotiations.  Although there are currently no future plans for the  acquisition
of other  financial  institutions  or companies or the  expansion of  additional
services  through the formation of subsidiaries of the Holding  Company,  it and
the Bank would be in a position  following the  Reorganization to take advantage
of any opportunities that may arise.

         In addition, in the opinion of the Board of Directors,  the Certificate
of  Incorporation  of the Holding  Company  offers several  advantages  over the
current   Certificate  of   Incorporation   of  the  Bank.  The  Certificate  of
Incorporation  of the  Holding  Company  and the Bylaws  adopted by the  Holding
Company  contain  provisions  which  offer   anti-takeover   protection.   These
provisions  reduce the ability of minority  shareholders  to exert a significant
influence over the control and management of the Holding Company.

<PAGE>

MALIZIA SPIDI & FISCH, PC

Board of Directors
Parke Bank
January 28, 2005
Page 4

         The intention of the anti-takeover  provisions is to reduce the risk of
a takeover  attempt that has not been  negotiated  with the Board of  Directors.
Certain  shareholders,  however,  might deem  takeover  attempts  to be in their
interest,  and such  provisions  could  discourage  takeover  attempts  in which
shareholders  might  otherwise have received a premium for their shares over the
current  market price.  Such  provisions  may also tend to  perpetuate  existing
management.

         The manner and basis of exchanging  shares of the Bank Common Stock for
shares of the Holding Company Common Stock shall be as follows:

         (1) All shareholders of the Bank shall have the right to exchange their
Bank  Common  Stock  for  Holding  Company  Common  Stock.  Notwithstanding  the
foregoing,  any shareholder not desiring to exchange shares shall be entitled to
dissenters'  rights as provided  under  Title 14A,  Chapter 11 of the New Jersey
Statutes.

         (2) On the effective date of the Reorganization (the "Effective Date"),
the Holding Company shall, without any further action on its part or on the part
of the holders of Bank  Common  Stock,  automatically  and by  operation  of law
acquire  and  become  the  owner for all  purposes  of all the then  issued  and
outstanding  shares of Bank Common Stock and shall be entitled to have issued to
it  by  the  Bank  a  certificate  or  certificates  representing  such  shares.
Thereafter, the Holding Company shall have full and exclusive power to vote such
shares of Bank Common Stock,  to receive  dividends  thereon and to exercise all
rights of an owner thereof.

         (3)  On  the  Effective  Date,  the  holders  of the  then  issued  and
outstanding  shares of Bank  Common  Stock,  except  shareholders  who  exercise
dissenters'  rights,  shall,  without any further action on their part or on the
part of the Holding Company,  automatically and by operation of law cease to own
such  shares and shall  instead  become  owners of one share of Holding  Company
Common  Stock for each  share of Bank  Common  Stock  theretofore  held by them.
Thereafter, such persons shall have full and exclusive power to vote such shares
of Holding  Company Common Stock, to receive  dividends  thereon and to exercise
all rights of an owner thereof.

         (4) On the  Effective  Date,  all  previously  issued  and  outstanding
certificates  representing shares of Bank Common Stock (the "Bank Certificates")
shall  automatically  and by operation of law cease to represent  shares of Bank
Common Stock or any interest  therein and each Bank  Certificate  shall  instead
represent  the  ownership by the holder  thereof of an equal number of shares of
Holding Company Common Stock. Thereafter,  no holder of a Bank Certificate shall
be entitled to vote the shares of Bank Common Stock formerly represented by such
certificate, or to receive dividends thereon, or to exercise any other rights of
ownership in respect thereof.

<PAGE>

MALIZIA SPIDI & FISCH, PC

Board of Directors
Parke Bank
January 28, 2005
Page 5

         (5) Each  outstanding  option to purchase  shares of Bank Common  Stock
under the Bank's 1999 Employee Stock Option Plan, 2002 Employee Equity Incentive
Plan and 2003 Stock  Option Plan shall be  converted  into an option to purchase
the same number of shares of Holding  Company Common Stock on the same terms and
conditions,  and each  outstanding  warrant to purchase Bank Common Stock issued
upon the  Bank's  organization  in 1999  shall be  converted  into a warrant  to
purchase the same number of shares of Holding  Company  Common Stock on the same
terms and conditions.

         (6) Upon or immediately after the Effective Date, the Bank shall notify
each Bank  shareholder of record on the Effective Date (except a holder who is a
dissenting  shareholder of the procedure by which certificates  representing the
Bank Common Stock may be exchanged for  certificates  of Holding  Company Common
Stock. The Bank's transfer agent, Registrar and Transfer Company,  Cranford, New
Jersey,  shall act as exchange agent in effecting the exchange of  certificates.
After receipt of such notification,  each holder shall be obligated to surrender
the   certificates   representing  the  Bank  Common  Stock  for  exchange  into
certificates of Holding Company Common Stock as promptly as possible.

         After the Reorganization,  the Bank will continue its existing business
and  operations  as a  wholly-owned  subsidiary  of  the  Holding  Company.  The
consolidated   capitalization,   assets,  liabilities,   income,  and  financial
statements of the Holding Company immediately  following the Reorganization will
be substantially the same as those of the Bank immediately prior to consummation
of the  Reorganization.  The  corporate  existence  of the  Bank  will  continue
unaffected and unimpaired by the  Reorganization.  The  Reorganization  will not
result  in a change in the  Bank's  directors,  officers,  or  personnel.  After
consummation of the  Reorganization,  the Bank will be subject to regulation and
supervision  by  regulatory  authorities  to the same extent as it is now. It is
expected  that the Bank will pay the initial  expenses  of the  Holding  Company
after  consummation  of the  Reorganization,  which  expenses are expected to be
nominal.

                          REPRESENTATIONS OF MANAGEMENT
                          -----------------------------

         In connection  with the  Reorganization,  the following  statements and
representations  have been made to this firm by management of the Bank regarding
its treatment as a "reorganization"  under Section  368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended (the "Code"):

         (a)      The fair market value of the Holding  Company Common Stock and
                  other consideration  received by each Bank stockholder will be
                  approximately  equal  to the  fair  market  value  of the Bank
                  Common Stock surrendered in the exchange.

         (b)      At least  50% of the  value of the  shareholders'  proprietary
                  interests  in the  Bank  will be  preserved  as a  proprietary
                  interest in the Holding Company received in exchange

<PAGE>

MALIZIA SPIDI & FISCH, PC

Board of Directors
Parke Bank
January 28, 2005
Page 6

                  for Bank Common  Stock.  For purposes of this  representation,
                  proprietary  interests  will not be  preserved  to the  extent
                  that,  in   connection   with  the   Reorganization:   (i)  an
                  extraordinary distribution is made with respect to Bank Common
                  Stock;  (ii) a redemption or  acquisition of Bank Common Stock
                  is made by the Bank or a person related to the Bank; (iii) the
                  Holding  Company or a person  related to the  Holding  Company
                  acquires  Bank  Common  Stock  for  consideration  other  than
                  Holding  Company  Common  Stock;  or (iv) the Holding  Company
                  redeems its stock issued in the Reorganization.  Any reference
                  to the Holding Company or the Bank includes a reference to any
                  successor or predecessor of such corporation,  except that the
                  Bank is not treated as a predecessor of the Holding Company. A
                  corporation will be treated as related to another  corporation
                  if they are both members of the same  affiliated  group within
                  the meaning of Section 1504 of the Code (without regard to the
                  exceptions  in Code  Section  1504(b))  or they are related as
                  described  in  Section  304(a)(2)  of the  Code  (disregarding
                  Treasury Regulation ss. 1.1502-80(b)),  in either case whether
                  such  relationship  exists  immediately  before or immediately
                  after the  acquisition.  Each partner of a partnership will be
                  treated as owning or acquiring any stock owned or acquired, as
                  the case may be, by the  partnership  (and as having  paid any
                  consideration  paid by the  partnership to acquire such stock)
                  in accordance with the partner's interest in the partnership.

         (c)      Following the transaction,  the Bank will not issue additional
                  shares of its stock that would  result in the Holding  Company
                  losing  control of the Bank within the meaning of Code Section
                  368(c).

         (d)      The Holding  Company will acquire the Bank Common Stock solely
                  in exchange for Holding Company Common Stock.  For purposes of
                  this  representation,  Bank Common Stock  redeemed for cash or
                  other   property   furnished  the  Holding   Company  will  be
                  considered  as acquired by the Holding  Company.  Further,  no
                  liabilities  of the Bank or the  Bank's  shareholders  will be
                  assumed  by the  Holding  Company,  nor  will  any of the Bank
                  Common Stock be subject to any liabilities.

         (e)      At the  time of the  Reorganization,  the  Bank  will not have
                  outstanding any warrants, options,  convertible securities, or
                  any other type of right  pursuant  to which any  person  could
                  acquire  stock in the Bank that,  if exercised  or  converted,
                  would affect the Holding Company's acquisition or retention of
                  control of target, as defined in Code.

         (f)      The Holding Company does not own, directly or indirectly,  nor
                  has  it  owned  during  the  past  five  years,   directly  or
                  indirectly, any stock of the Bank.

<PAGE>

MALIZIA SPIDI & FISCH, PC

Board of Directors
Parke Bank
January 28, 2005
Page 7

         (g)      The Bank  will pay its  dissenting  shareholders  the value of
                  their  stock out of its own funds.  No funds will be  supplied
                  for that  purpose,  directly  or  indirectly,  by the  Holding
                  Company,  nor will the Holding Company  directly or indirectly
                  reimburse the Bank for any payments to dissenters.

         (h)      The Holding  Company has no plan or intention to reacquire any
                  of its stock issued in the Reorganization.

         (i)      The Holding  Company has no plan or intention to liquidate the
                  Bank; to merge the Bank with and into another corporation;  to
                  sell or  otherwise  dispose  of the stock of the  Bank;  or to
                  cause  the  Bank to sell or  otherwise  dispose  of any of the
                  assets of the Bank acquired in the Reorganization,  except for
                  dispositions  made  in the  ordinary  course  of  business  or
                  transfers described in Code Section 368(a)(2)(C).

         (j)      Following  the  Reorganization,  the Bank  will  continue  the
                  historic business of the Bank or use a significant  portion of
                  the Bank's business assets in a business.

         (k)      The Holding  Company,  the Bank,  and the Bank's  stockholders
                  will  pay  their  respective  expenses,  if any,  incurred  in
                  connection with the transaction.

         (l)      No two parties to the transaction are investment  companies as
                  defined in Code Section 368(a)(2)(F)(iii) and (iv).

         (m)      The fair market  value of the assets of the Bank will equal or
                  exceed  the  sum  of  its  liabilities,  plus  the  amount  of
                  liabilities,  if any,  to which the  transferred  assets  were
                  subject.

         (n)      None of the compensation received by any stockholder-employees
                  of the Bank was separate  consideration  for, or allocable to,
                  any of their shares of Bank Common  Stock;  none of the shares
                  of  Holding  Company  Common  Stock  to  be  received  by  any
                  stockholder-employees   was  separate  consideration  for,  or
                  allocable to, any employment  agreement;  and the compensation
                  paid  to  any  stockholder-employees   will  be  for  services
                  actually  rendered and will be commensurate  with amounts paid
                  to  third  parties  bargaining  at  arm's-length  for  similar
                  services.

<PAGE>

MALIZIA SPIDI & FISCH, PC

Board of Directors
Parke Bank
January 28, 2005
Page 8

                               OPINION OF COUNSEL
                               ------------------

         Based solely on the foregoing information and on the representations of
the Bank's  management  (set forth above),  we render the  following  opinion of
counsel:

         (1)      Neither the Bank nor the Holding  Company will  recognize  any
                  gain or loss upon the share exchange of Holding Company Common
                  Stock for Bank Common Stock.

         (2)      The Bank stockholders will not recognize any gain or loss upon
                  their  exchange  of shares of Bank  Common  Stock  solely  for
                  shares of Holding Company Common Stock.

         (3)      A Bank  stockholder's  basis  in his  or her  Holding  Company
                  Common Stock  received in the exchange will be the same as the
                  basis of the Bank Common  Stock  surrendered  in the  exchange
                  therefor.

         (4)      A Bank  stockholder's  holding  period  in his or her  Holding
                  Company Common Stock received in the exchange will include the
                  period  during  which the Bank Common  Stock  surrendered  was
                  held,  provided  that the Bank Common Stock  surrendered  is a
                  capital asset in the hands of the Bank stockholder on the date
                  of the exchange.

                                SCOPE OF OPINION
                                ----------------

         Our  opinion is limited to the  federal  income tax  matters  described
above and does not address any other federal  income tax  considerations  or any
state, local, foreign, or other tax considerations. If any of the information on
which we have relied is  incorrect,  or if changes in the  relevant  facts occur
after the date hereof,  our opinion  could be affected  thereby.  Moreover,  our
opinion  is based  on the  Code,  applicable  Treasury  regulations  promulgated
thereunder,  and  Internal  Revenue  Service  rulings,   procedures,  and  other
pronouncements  published by the Internal Revenue Service. These authorities are
all subject to change,  and such change may be made with retroactive  effect. We
can give no  assurance  that,  after  such  change,  our  opinion  would  not be
different.  We undertake no  responsibility to update or supplement our opinion.
This opinion is not binding on the Internal Revenue Service, and there can be no
assurance,  and none is hereby given, that the Internal Revenue Service will not
take a  position  contrary  to one or more  of the  positions  reflected  in the
foregoing  opinion,  or  that  our  opinion  will be  upheld  by the  courts  if
challenged by the Internal Revenue Service.

<PAGE>

MALIZIA SPIDI & FISCH, PC

Board of Directors
Parke Bank
January 28, 2005
Page 9

                                 USE OF OPINION
                                 --------------

         This opinion is given solely for the benefit of the parties to the Plan
and the  stockholders of the Bank, and may not be relied upon by any other party
or entity or referred to in any document without our express written consent.

                                     CONSENT
                                     -------

         We hereby  consent to the  reference to this firm and our opinion under
the heading  "Proposal  No. 1 - The Holding  Company  Reorganization  -- Federal
Income Tax  Consequences"  and "Legal Matters" in the Bank's proxy statement for
the 2005 annual meeting of stockholders.

                                              Very truly yours,

                                              /s/MALIZIA SPIDI & FISCH, PC
                                              ----------------------------------

                                              MALIZIA SPIDI & FISCH, PC





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>9
<FILENAME>ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1 - EMPLOYMENT AGREEMENT
<TEXT>
                              EMPLOYMENT AGREEMENT
                              --------------------

     THIS  AGREEMENT  (the  "Agreement"),  made  effective as of the 27th day of
January,  1998 by and between PARKE BANK, a state chartered commercial bank (the
"Bank"), and VITO S. PANTILIONE (the "Executive").

                                   WITNESSETH:

     WHEREAS,  the Bank is willing to employ the  Executive and the Executive is
willing to accept employment on such terms and conditions as hereinafter stated;

     NOW,  THEREFORE,  intending  to be  legally  bound,  the  parties  agree as
follows:

     1.   Employment.
          ----------

          The Bank  hereby  employs  the  Executive,  and the  Executive  hereby
accepts such  employment and agrees to remain in the employ of the Bank, for the
period  stated in  paragraph  3 below and upon the  other  terms and  conditions
herein provided.

     2.   Position and Duties.
          -------------------

          During the  Employment  Period  (as  defined  in  Section  3(a)),  the
Executive  agrees to serve as President and Chief Executive  Officer of the Bank
and shall perform such managerial duties and responsibilities for the Bank which
are customarily  assumed by the president of a commercial  bank,  including such
duties as an executive  officer of the Bank as may be assigned to the  Executive
from  time to  time by the  Board  of  Directors  of the  Bank.  Throughout  the
Employment  Period,  and  except for  illness,  vacation  periods  and leaves of
absence  granted  by the Bank (if  any),  the  Executive  shall  devote  all his
business time,  attention,  skill and efforts to the faithful performance of his
duties hereunder, and, subject to Section 7(f)(i), accept such office or offices
to which he may be  elected  by the  Board of  Directors  of the  Bank.  Nothing
provided  in this  Agreement  shall  prevent  Executive  from  investing  in any
business ventures and enterprises.

     3.   Term.
          ----

          (a)  Period of Employment.
               --------------------

               The period of the  Executive's  employment  under this  Agreement
shall  commence as of the date on which the Bank is granted final  certification
from the Federal  Deposit  Insurance  Corporation  of insurance of accounts (the
"Effective  Date")  and  shall,  unless  sooner  terminated  by the death of the
 ---------------
Executive,  mutual  agreement or pursuant to Section 7, continue for a period of
three  (3)  years  therefrom,  (such  period  being  herein  referred  to as the
"Employment  Period"),  provided,  however,  subject to Section 3(b), and if the
 ------------------
Employment  Period has not been  terminated  by the death of the  Executive,  by
mutual  agreement or pursuant to Section 7, that on each  December 31 during the
Employment Period, the Employment Period shall be extended for one year, so that
at all times the  Employment  Period on each  January 1 during  the term of this
Agreement shall be an unexpired  period of three (3) years.  The last day of the
Employment  Period,  as from time to time  extended,  and without  regard to any
early  termination  pursuant  to Section 7, is  hereinafter  referred  to as the
"Expiration Date."
 ---------------


                                        1

<PAGE>



          (b)  Termination of Automatic Extension.
               ----------------------------------

               The  Executive  or Bank may  elect  to  terminate  the  automatic
extension  of the  Employment  Period  set  forth in  subsection  3(a) by giving
written notice of such election.  Any notice given  hereunder shall be effective
in the year in which the notice is given, if given between January 1 and June 30
of any calendar  year, and in the year following the year in which the notice is
given,  if given  between  July 1 and  December 31 of any  calendar  year.  Upon
effectiveness  of any  notice  given  hereunder,  the  Employment  Period  shall
terminate  on December 31, three (3) years after the year in which the notice to
terminate is effective.  In the event  Executive shall tender notice pursuant to
this paragraph, the Executive shall be compensated until the Expiration Date. In
the event the Bank shall tender notice pursuant to this paragraph the Bank shall
remain  responsible  for the payment to  Executive  of all monies due  Executive
pursuant to paragraph  7(h) of this Agreement  until the  Expiration  Date which
existed prior to the tender of notice to terminate the automatic extension.

     4.   Compensation.
          ------------

          (a)  Salary and Incentive Compensation.
               ---------------------------------

               For all services rendered by the Executive in any capacity during
the  Employment  Period under this  Agreement,  the  Executive  shall be paid as
compensation  (i) an annual salary of $125,000,  or such higher salary as may be
negotiated from time to time by the Bank and the Executive (hereinafter referred
to as the "annual base salary")  plus (ii) a bonus payable  within 30 days after
           ------------------
the end of each  calendar  year equal to ten  percent  (10%) of the net  pre-tax
profits of the Bank during such year up to a maximum of fifty  percent  (50%) of
the Executive's then annual base salary. The annual base salary shall be payable
in equal bi-weekly installments.  For purposes of calculating Executive's bonus,
"net pre-tax  profits"  means the Bank's gross  revenues for such  calendar year
 --------------------
less all operating  expenses and charges to income in accordance  with generally
accepted accounting principles, consistently applied.

          (b)  Reimbursement of Expenses.
               -------------------------

               The Bank shall pay or reimburse the Executive, in accordance with
the  Bank's  policies  and  requirements,  for all  reasonable  travel and other
expenses  incurred by the Executive in  performing  his  obligations  under this
Agreement. In addition, the Bank agrees to pay Executive an automobile allowance
of $700 per month.  This allowance shall be adjusted annually to an amount which
will permit Executive to have the same class of automobile and type of insurance
coverage  as $700 will permit as of the date of this  Agreement.  The Bank shall
also supply  Executive with corporate gas credit cards,  as well as a reasonable
corporate  expense  account  in an  amount  to  be  commensurate  with  industry
guidelines for similar institutions.

          (c) Bank agrees to submit to Bank's  shareholders for approval a stock
option  plan for the  benefit  of  Executive  and such other  senior  management
officers  of the Bank as the  Board of  Directors  shall  determine  which  will
provide  Executive,  if adopted and approved by the Board of  Directors  and the
shareholders,  options to purchase  additional shares of the Common Stock of the
Bank in an amount equal to five percent  (5%) of the  outstanding  shares of the
Common Stock of the Bank at the time of the  completion of the initial  offering
of the Bank's Common Stock at an exercise price of $5.00 per share. Such options
may be exercised by Executive, subject to the vesting schedule described herein,
at any time prior to 10 years  after the date of  adoption  of the stock  option
plan.  If adopted and approved by the Board of Directors  and the  shareholders,
the options  granted to Executive  would  provide  twenty  percent (20%) of such
options  would  vest  cumulatively  during  each of the first  five years of the
Employment Period.

                                        2

<PAGE>



Such options would not provide  Executive with preemptive rights to maintain any
level of stock ownership in the Bank.

     5.   Participation in Incentive Compensation and Benefit Plans.
          ---------------------------------------------------------

          In  addition  to the  payments  provided  under  this  Agreement,  the
Executive (or his beneficiary) may be, or may become, entitled to benefits under
any executive or contingent compensation plan, stock option, restricted stock or
stock purchase plan,  retirement income or pension plan,  supplemental or excess
benefit plan,  group  hospitalization,  health care, or sick leave plan, life or
other insurance or death benefit plan, travel and accident  insurance,  vacation
plan, or other present or future group  employee  benefit plan or program of the
Bank for which executive  employees of the Bank generally are eligible,  and the
Executive may be eligible to receive, with respect to the Employment Period, all
benefits and  emoluments for which he is eligible under any such benefit plan or
program of the Bank in accordance  with the provisions and  requirements  of any
such plan or program.

     6.   Vacation and Sick Leave.
          -----------------------

          Executive  shall be entitled to be  compensated  for annual  vacation,
personal and sick leave in accordance with established Bank policy.

     7.   Termination or Suspension of Employment.
          ---------------------------------------

          (a)  Termination without Cause.

               -------------------------

               Notwithstanding  anything  to  the  contrary  contained  in  this
Agreement,  subject  to  Executive  receiving  the  compensation  set  forth  in
subsection  (h) of this Section 7, the Bank's Board of Directors  may  terminate
the Executive's employment under this Agreement at any time.

          (b)  Termination with Cause.
               ----------------------

               The Bank's  Board of  Directors  may  terminate  the  Executive's
employment  under this Agreement at any time for cause. The Executive shall have
no  right to  receive  compensation  or  other  benefits  for any  period  after
termination  for cause.  The term "for cause" shall include and shall be limited
to the following events:

               (i) The  Executive  is convinced of or enters a plea of guilty or
nolo contendere to a felony, a crime of falsehood, or a crime involving fraud or
moral turpitude, or the actual incarceration of the Executive for a period of 45
consecutive days; or

               (ii) The Executive  wilfully fails to follow the  instructions of
the Board of Directors after written notice of such  instructions,  other than a
physical  or mental  illness,  which  willful  failure  results in  demonstrable
material injury and damage to the Bank; or


               (iii)  "Cause" as such is  intended to be  construed  pursuant to
                       -----
N.J.S.A. 17:9A-249.



                                        3

<PAGE>



          If  the  Bank's  Board  of  Directors   determines  that   Executive's
employment under this Agreement shall be terminated for cause, then the Board of
Directors  shall  forthwith  provide  Executive  with a  written  notice of said
determination.  The notice shall contain a detailed statement of the facts which
constitute the particulars of the cause for termination.

          (c)  Suspension Pursuant to Notice.
               -----------------------------

               If Executive  is suspended  and/or  temporarily  prohibited  from
participating in the conduct of the Bank's affairs by a notice served by the New
Jersey  Department  of Banking  (the  "Department  of  Banking")  or the Federal
Deposit Insurance  Corporation (the "FDIC"),  the Bank's  obligations under this
Agreement  shall  be  suspended  as of the date of  service,  unless  stayed  by
appropriate  proceedings.  Executive  shall  cease  immediately  his  duties and
responsibilities  to the Bank  under this  Agreement  until  resolution  of such
suspension or temporary prohibition.  If the charges in the notice are dismissed
or otherwise  resolved to the  satisfaction of the Board of Directors,  the Bank
shall,  unless  prohibited by the Department of Banking or the FDIC: (i) pay the
Executive all or part of the compensation  withheld while the Bank's obligations
under this  Agreement  were  suspended and (ii)  reinstate (in whole) any of the
Bank's obligations under this Agreement which were suspended.

          (d)  Termination Pursuant to Order.
               -----------------------------

               If the Executive is removed and/or  permanently  prohibited  form
participating in the conduct of the Bank's affairs by an order of the Department
of Banking or the FDIC all  obligations of the Bank under this  Agreement  shall
terminate  as of the  effective  date of the order  and  Executive  shall  cease
immediately the performance of his duties and responsibilities to the Bank under
this Agreement,  but any options  granted to Executive  pursuant to Section 4(c)
hereof which have then vested shall not be affected.

          (e)  Termination by the FDIC or the New Jersey Department of Banking.
               ---------------------------------------------------------------

               All obligations under this Agreement shall be terminated,  except
to the extent  determined  that  continuation of this Agreement is necessary for
the  continued  operation of the Bank, by the  Department of Banking  and/or the
FDIC in connection with a supervisory  merger to resolve problems related to the
Bank or when the Bank is determined by the Department of Banking and/or the FDIC
to be in an unsafe or  unsound  condition.  Any  options  granted  to  Executive
pursuant to Section  4(c) hereof which have then vested shall not be affected by
such action.

          (f)  Termination by Executive for Good Reasons.
               -----------------------------------------

               The  Executive  shall be entitled  to  terminate  his  employment
hereunder for good reasons. Any termination of employment hereunder under any of
the following  circumstances  shall be for good reason, the occurrence of any of
which shall be deemed a breach of this Agreement by the Bank:

               (i) without the express  written  consent of the  Executive,  the
Executive  is  assigned  any duties  inconsistent  with his  positions,  duties,
responsibilities and status with the Bank as in effect on the Effective Date, or
his titles as in effect on the  Effective  Date are changed or the  Executive is
removed or not re-elected to any of such  positions,  except in connection  with
the termination of the Executive's  employment pursuant to subsections (b), (c),
(d) or (e) of  Section 7 of this  Agreement,  or as a result of his  substantial
disability or death;


                                        4

<PAGE>



               (ii) the salary of the  Executive  set forth in Section 4, as the
same hereafter may be increased from time to time, is materially reduced;

               (iii) the Bank fails to continue for the Executive any benefit or
compensation plan providing the Executive with substantially similar benefits to
those plans in which the Executive is  participating at the Effective Date or in
which the Executive hereafter may participate,  unless any substitute or similar
plan or benefit has replaced such discontinued plan or benefit; or

               (iv) the Bank shall fail to observe or perform  any  covenant  or
agreement in this Agreement to be observed or performed by the Bank;

               (v) a change in control (as defined below) of the Bank occurs.

          For the purposes of this Agreement,  a "change in control of the Bank"
shall mean a change in control whether by stock transfer, sale of assets, merger
(except for a supervisory merger pursuant to Section 7(e) hereof), consolidation
or otherwise;  provided that, without limitation, such a change of control shall
be deemed to have occurred if (1) any person,  as such term is used in 12 C.F.R.
Section  303.4,  other than those persons in control of Bank on the date hereof,
acquires the power, directly or indirectly, to direct the management or policies
of the Bank or to vote  25% or more of any  class of  voting  securities  of the
Bank;  or (2) within any period of three  consecutive  years  during the term of
this Agreement,  individuals who at the beginning of such period  constitute the
Board of  Directors  of the Bank cease for any reason to  constitute  at least a
majority thereof.

          (g)  Termination by Executive Other Than for Good Cause
               -------------------------------------------------

               Notwithstanding  anything  contained herein to the contrary,  the
Executive may  terminate  this  Agreement by providing  twelve (12) months prior
notice  thereof to Bank in the manner set forth in Section 20 hereof at any time
after the date that the  Executive  first becomes  eligible to receive  benefits
under any pension plan  established  by the Bank in which case benefits shall be
payable to the Executive in accordance with the provisions of such pension plan.
All rights and duties of the Executive under this Agreement shall cease upon the
effective date of such termination,  except for any options granted to Executive
pursuant to Section 4(c) hereof which have then vested.

          (h)  Remedies for Termination
               -----------------------

               Upon  termination  of  the  Executive's   employment  under  this
Agreement  pursuant  to  subsections  (a) or (f) of this  Section 7, any options
granted to  Executive  pursuant to Section 4(c) hereof which are not then vested
shall  become  vested  as of the  effective  date of such  termination,  and the
Executive  shall be entitled to receive the  discounted  present  value (using a
discount rate of 8% per annum) of the aggregate of:

               (i) 300% of an amount  equal to the average of the three  highest
annual  incentive  compensation  payments made to Executive by the Bank prior to
the termination.

The foregoing  amounts shall be payable in annual  installments over a period of
not more than three years with any unpaid amount bearing interest at the rate of
8% per annum.



                                        5

<PAGE>



          Executive  shall have the right,  at any time within six months  after
the effective date of termination  pursuant to subsections 7(a) and 7(f) hereof,
to give  notice to Bank in the manner  provided  in Section 20 hereof  (the "Put
Notice") of Executive's  desire to have Bank  repurchase all of the Common Stock
of Bank then  owned by  Executive  ("Executive's  Stock").  Within 90 days after
receipt of the put Notice,  Bank shall  purchase  all, but not less than all, of
Executive's  Stock at a purchase  price equal to the announced  closing price on
the business day immediately preceding the Put Notice if the Bank's Common Stock
is then publicly traded, or if not publicly traded, then at a price equal to the
proportion the number of shares of Executive's  Stock bears to all of the issued
and outstanding stock of Bank of ____ times the book value of Bank as at the end
of the  most  recent  calendar  year  determined  by  Bank's  audited  financial
statements as at such year end.  Payment for Executive's  Stock shall be made in
annual  installments  over a period of not more than three years with any unpaid
amount  bearing  interest  at the  rate  of 8% per  annum.  Notwithstanding  the
foregoing,  the Bank may, in the sole  determination  of the Board of Directors,
suspend any payment for the repurchase of Executive's Stock if the Bank does not
have sufficient operating revenues,  after giving effect to other obligations of
the Bank, to make any such payment. In no event shall Bank be required to invade
Bank's accumulated capital to effect the purchase of Executive's Stock.

          Executive  may  retain  and  use  the  name  "Eagle  Valley  Financial
Services" in connection  with any venture of Executive  after the termination of
this Agreement.

          Any  payment  made by Bank  under  this  Section  shall be  deemed  to
constitute  liquidated  damages and not a penalty for the Bank's  breach of this
Agreement.  Executive shall not be required to mitigate his damages hereunder by
seeking employment or otherwise.

          (i)  Disability Termination
               ---------------------

               In the event of  Executive's  total  disability  (as  hereinafter
defined) prior to the Expiration Date of this Agreement, the Bank shall have the
right to terminate  Executive's  employment  on ten (10) days written  notice to
Executive,  provided the Bank shall pay the Executive a disability benefit which
is equal to the annual base  salary  provided in Section 4, as the same may have
been increased from time to time,  received by Executive at the  commencement of
the Executive's  total  disability,  reduced by the sum of (i) the amount of any
benefits to which the  Executive may be entitled with respect to the same period
under any disability plan or pension plan,  including  related  supplemental and
excess benefit plans or agreements, of the Bank and (ii) the disability benefits
payable under any  government-regulated  plan  including  workers'  compensation
benefits.  Payment  of such  disability  benefit  shall  commence  with the week
coincident with the termination of Executive's  employment  under this Agreement
and shall continue until the earlier of the Expiration  Date or the  Executive's
death.  During any period the Executive shall be entitled to receive  disability
payments from the Bank, to the extent that he is physically and mentally able to
do so,  he shall  furnish  information  and  assistance  to the  Bank,  and,  in
addition,  upon  reasonable  request in writing from time to time, he shall make
himself  available  to the Bank to  undertake  reasonable  assignments  with the
dignity, importance, and scope of his prior position and his physical and mental
health.  As used in this Agreement,  the term "total  disability" shall mean the
complete  inability  of the  Executive  to perform all of his duties  under this
Agreement as determined by an independent  physician  selected with the approval
of the Board of Directors and the Executive.

          (j) In the event of a partial disability or illness, the obligation of
the  Bank to pay  the  salary  of  Executive  pursuant  to  Section  (4) of this
Agreement shall not be affected.



                                        6

<PAGE>



     8.   Confidential Information and Property of Bank.
          ---------------------------------------------

          (a) Executive  acknowledges and agrees that all customers and business
which Executive  generates because of or during his employment with Bank and all
Confidential  Information  (hereinafter defined),  shall be the sole property of
Bank.

          (b) Executive further  acknowledges and agrees that in connection with
his employment by Bank,  Executive will have access to certain  confidential and
proprietary information owned by and/or related to Bank.

          (c) Executive shall not at any time before or after termination of his
employment with Bank willfully use or disclose or divulge any such  Confidential
Information to any person,  firm or  corporation,  except (i) in connection with
and as required by the discharge of his duties  hereunder,  and in such instance
only to the most limited extent  necessary and only in the best interests of the
Bank; (ii) with the prior written consent of the Board of Directors, or (iii) to
the  extent  necessary  to  comply  with  law or the  valid  order of a court of
competent  jurisdiction,  in which event Executive shall notify Bank as promptly
as practicable (and, if possible,  prior to making such  disclosure).  Executive
shall use his best efforts to prevent any such disclosure by others.

     9.   Non Piracy, Non-Solicitation and Conflicts of Interest.
          ------------------------------------------------------

          (a) Executive agrees that until two years after ceasing to be employed
by Bank (such period to commence when Executive ceases to be an employee whether
under this Employment  Agreement or otherwise),  Executive shall not for himself
or on behalf of any other person, corporation, firm or other entity, without the
prior  written  consent of the Board of Directors  (i) solicit,  sell,  service,
accept,  manage or otherwise seek to acquire the banking  business of any person
or entity who was, within the twenty-four  months  preceding such date a client,
customer or active  prospective  client or customer  of Bank,  unless  Executive
provided any banking  services,  either alone or with others,  to such person or
entity  prior to the date of this  Agreement,  or (ii) serve in the  capacity as
president  or chief  executive  officer of any other  federally-insured  banking
institution in the Counties of Gloucester,  Camden,  Salem,  or Cumberland,  New
Jersey.  The foregoing  restrictive  covenant shall not prohibit  Executive from
owning,  for the  purpose  of passive  investment,  less than 5% of any class of
securities of any publicly held corporation.  For purposes of this Section 9(a),
"active   prospective  client  or  customer"  means  any  entity  or  individual
identified  by name in any of Bank's files as a prospect on whom a call has been
made or work has been done to provide any banking services for such prospect.

          (b) Executive further agrees that, until two years after ceasing to be
employed  by Bank  (such  period  to  commence  when  Executive  ceases to be an
employee whether under this Employment Agreement or otherwise),  Executive shall
not,  without the prior written  consent of the Board of Directors,  directly or
indirectly, solicit the employment, consulting or other services of any employee
of any of  Bank or  otherwise  induce  any of such  employees  to  leave  Bank's
employment or to breach an employment agreement therewith.

          (c) In the event that the  provisions  of Section 8 or 9 hereof should
ever  be  adjudicated  to  exceed  the  time,  geographic,  service  or  product
limitations  permitted by applicable law in any jurisdiction,  then any court of
competent  jurisdiction  may reform such provisions in such  jurisdiction to the
maximum time, geographic, service or product limitations permitted by applicable
law so that the  provisions  of  Section 8 and 9 hereof may be  enforced  to the
greatest extent permissible.


                                        7

<PAGE>



     10.  Withholding of Taxes.
          --------------------

          The Bank may  withhold  from any  payments  under this  Agreement  all
applicable  taxes,  as shall be  required  pursuant  to any law or  governmental
regulation or ruling.

     11.  Entire Agreement.
          ----------------

          This  Agreement  constitutes  the entire  agreement and  understanding
between the parties with respect to the subject matter hereof and supersedes all
prior and contemporaneous agreements and understandings between the Bank and the
Executive.

     12.  Consolidation or Merger.
          -----------------------

          Nothing in this Agreement  shall preclude the Bank from  consolidating
or merging into or with, or transferring all or substantially  all of its assets
to, any Person which  assumes this  Agreement  and all  obligations  of the Bank
hereunder.  Upon  such  a  consolidation,  merger  or  transfer  of  assets  and
assumption, the term, "Bank" shall refer to such other Person and this Agreement
shall continue in full force and effect except for a supervisory merger pursuant
to Section 7(c) hereof.

     13.  General Provisions.
          ------------------

          (a)  Non-Assignability.
               -----------------

               Neither this Agreement nor any right or interest  hereunder shall
be  assignable  by the  Executive  without  the Bank's  prior  written  consent;
provided,  however,  that nothing in this subparagraph  13(a) shall preclude the
executors,  administrators,  or other legal representatives of the estate of the
Executive from assigning any right  hereunder to the Person or Persons  entitled
thereto under the laws of intestacy applicable to the Executive's estate.

          (b)  No Attachment.
               -------------

               Except as otherwise required by law, no right to receive payments
under this Agreement shall be subject to anticipation,  commutation, alienation,
sale, assignment,  encumbrance, charge, pledge or hypothecation or to execution,
attachment,  levy or similar  process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect.

          (c)  Binding Agreement.
               -----------------

               This Agreement  shall be binding upon and inure to the benefit of
the Executive and the Bank, the Executive's heirs, executors and assigns and the
Bank's successors and assigns.

          (d)  "Person" Defined.
               ----------------

               "Person" as used herein means a natural  person,  joint  venture,
corporation,  sole  proprietorship,  trust,  estate,  partnership,  cooperative,
association, organization, government or governmental entity, or other entity.


                                        8

<PAGE>



     14.  Legal Expenses.
          --------------

          The Bank shall  reimburse the Executive for all reasonable  legal fees
and expenses incurred by the Executive in seeking to obtain or enforce any right
or benefit provided by this Agreement.

     15.  Severability.
          ------------

          If for any  reason  any  provision  of this  Agreement  shall  be held
invalid,  such invalidity shall not affect any other provision of this Agreement
not held so  invalid,  and all other such  provisions  shall to the full  extent
consistent  with law  continue in full force and effect.  If any such  provision
shall be held invalid in part, such  invalidity  shall in no way affect the rest
of such provision not held so invalid, and the rest of such provision,  together
with all other  provisions of this Agreement,  shall likewise to the full extent
consistent with law continue in full force and effect.

     16.  Headings.
          --------

          The headings  are included  solely for  convenience  of reference  and
shall not control the meaning or interpretation of any of the provisions of this
Agreement.

     17.  Interpretation.
          --------------

          If any provision of this  Agreement  shall be the subject of a dispute
between  the Bank and the  Executive  and a court or  arbitrator  to which  such
dispute  has been  brought  shall be unable to resolve  which of two  reasonable
interpretations of such provisions is the proper  interpretation  thereof,  then
the interpretation most favorable to the Executive shall control.

     18.  Governing Law.
          -------------

          This  Agreement  has been  executed and  delivered in the State of New
Jersey and its validity,  interpretation,  performance and enforcement  shall be
governed by and  construed in  accordance  with the laws thereof  applicable  to
contracts executed and to be wholly performed in New Jersey.

     19.  Consent to Jurisdiction.
          -----------------------

          Executive   and  the  Bank   irrevocably   consent  to  the  exclusive
jurisdiction  of the  Superior  Court of New Jersey  and/or  the  United  States
District  Court for New  Jersey in any  action or  proceeding  pursuant  to this
Agreement and agree to service of process in accordance with Section 20 herein.

     20.  Notices.
          -------

          All  notices,  requests,  demands and other  communications  hereunder
shall be in writing and shall be deemed to have been duly given if  delivered by
hand or mailed, certified or registered mail, return receipt if requested,  with
postage prepaid,  to the following  addresses or to such other address as either
party may designate by like notices.



                                        9

<PAGE>


          (a)  If to Executive, to:

               403 Cynwyd Drive
               Absecon, NJ  08201

          (b)  If to Bank, to:

               601 Delsea Drive
               Washington Township, NJ 08080

and to such  other  additional  Person or  Persons  as either  party  shall have
designated to the other party in writing by like notice.

     21.  Successors, Binding Agreement.
          -----------------------------

          (a) The Bank will require any successor  (whether  direct or indirect,
by purchase, merger, consolidation, or otherwise), except any successor pursuant
to a  supervisory  merger  as  provided  in  Section  7(e)  hereof,  to  all  or
substantially  all of the business and/or assets of the Bank to expressly assume
and agree to perform  this  Agreement  in the same manner and to the same extent
that the Bank would be  required to perform it if no such  succession  had taken
place.  Failure by the Bank to obtain such assumption and agreement prior to the
effectiveness of any such succession shall constitute a breach of this Agreement
and the  provisions of Section 7(h) of this  Agreement  shall apply.  As used in
this  Agreement,  "Bank"  shall mean the Bank as  hereinbefore  defined  and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.

          (b) This Agreement shall inure to the benefit of and be enforceable by
the Executive's  personal or legal  representative,  executors,  administrators,
heirs,  distributees,  devisees, and legatees. If the Executive should die while
any amount is payable to the Executive under this Agreement if the Executive had
continued to live, all such amounts,  unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to the Executive's  devisee,
legates, or other designee, or, if there is no such designee, to the Executive's
estate.






                                       10

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>10
<FILENAME>ex10-2.txt
<DESCRIPTION>EXHIBIT 10.2 - SUPPLEMENTAL EXEC RET. PLAN
<TEXT>
                                   PARKE BANK

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Section 1 - Statement of Purpose

     This Plan is designed  and  implemented  for the purpose of  providing to a
limited group of key  management or highly  compensated  employees of Parke Bank
("the Bank") who are largely  responsible for the Bank's success the opportunity
to receive supplemental  executive  retirement benefits,  thereby increasing the
incentive of such key  employees to remain in the employ of the Bank and to make
the Bank more profitable.  Special  payments shall be made to Participants  upon
retirement  or death and are intended to provide  Participants  with  additional
financial security.

Section 2 - Definitions

     2.1 "Accrued Benefit" means a Participant's  normal retirement  benefit, as
described  in Section 5.1 hereof,  multiplied  by a fraction,  the  numerator of
which is the Participant's total number of Years of Service with the Bank at the
time of  determination,  and the denominator of which is the aggregate number of
Years of Service with the Bank the Participant  would have accumulated at his or
her Normal Retirement Date.

     2.2 "Actuarial  Equivalent"  means,  with respect to a given  benefit,  any
other benefit provided under the terms of the Plan which has the same present or
equivalent value on the date the given benefit payment commences,  as determined
by the Bank.

     2.3  "Administrator"  means the person(s) or entity designated by the Board
to administer the Plan on behalf of the Bank.

     2.4 "Bank"  means  Parke  Bank,  a New Jersey  corporation,  including  any
subsidiaries, successors and assigns thereto.

     2.5 "Beneficiary"  means any person or persons  designated by a Participant
in  writing on a form  satisfactory  to the Bank.  In the  absence of any living
designated  beneficiary,  a  deceased  Participant's  Beneficiary  shall  be the
deceased Participant's then living spouse, if any, for his or her life; if none,
or from and after such spouse's death,  then the living children of the deceased
Participant, if any, in equal shares, for their joint and survivor lives; and if
none,  or after their  respective  joint and survivor  lives,  the estate of the
deceased Participant.

     2.6 "Board"  means the Board of Directors of the Bank,  or any committee of
such Board that is authorized to oversee, administer and amend the Plan.

     2.7  "Disability"  means a physical or mental  condition  of a  Participant
resulting from bodily injury,  disease or mental disorder,  which renders him or
her incapable of continuing his or her usual and customary  employment  with the
Bank.  The  Disability  of a  Participant  shall  be  determined  by a  licensed
physician selected by the Bank.

     2.8 "Early  Retirement Date" means the date on which a Participant  attains
age  fifty-five  (55),  with ten Years of  Service  and at least one (1) year of
Participation in the Plan.


                                        1

<PAGE>



     2.9 "Effective Date" means January 1, 2003.

     2.10 "Employee" means an employee of the Bank or subsidiary.

     2.11 "Employer"  means the Bank and any successors that shall maintain this
Plan. The Employer is a corporation,  with principal offices in the State of New
Jersey.

     2.12 "High  Recognized  Compensation"  means the highest annual  Recognized
Compensation of a Participant during the years of his or her Plan Participation.

     2.13 "Normal Retirement Date" means the date on which a Participant attains
age sixty (60), with at least one (1) year of Participation in the Plan.

     2.14   "Participant"   means  an   Employee   selected  by  the  Board  for
participation  in the Plan in accordance with Section 4 hereof,  and who has not
for any reason  become  ineligible  to  participate  further  in this  Plan.  An
individual  shall be deemed to  continue  as a  Participant  until all  benefits
payable to the Participant under this Plan have been distributed.

     2.15 "Plan" means the Parke Bank  Supplemental  Executive  Retirement  Plan
("SERP") as contained in this document, including all amendments thereto.

     2.16 "Plan Year" means the twelve month period commencing on January 1st of
each year and ending the following December 31st. The initial Plan Year shall be
July 1 through December 31, 2002.

     2.17 "Recognized  Compensation" means the base salary for the year to which
a Participant is entitled.

     2.18 "SERP Agreement" means a written  agreement  between a Participant and
the Bank in substantially the form attached hereto as Exhibit A.

     2.19 "Year of Service" means a period of twelve  consecutive  months during
which a Participant is employed by the Bank. Unless otherwise provided in his or
her SERP Agreement,  in determining a Participant's  Years of Service, he or she
shall  receive  credit  for  service  from  and  after  his or her  most  recent
employment commencement date.

Section 3 - Plan Administration

     3.1 Powers and Duties of the Administrator.  The Employer shall appoint the
         --------------------------------------
Plan  Administrator,  who shall administer the Plan for the exclusive benefit of
the Participants and their  Beneficiaries,  subject to the specific terms of the
Plan. The  Administrator  shall administer the Plan in accordance with its terms
and shall have the power and discretion to construe the terms of the Plan and to
determine  all  questions   arising  in  connection  with  the   administration,
interpretation,  and  application of the Plan. The  Administrator  may establish
procedures,  correct  any  defect,  supply any  information,  or  reconcile  any
inconsistency  in such manner and to such extent as shall be deemed necessary or
advisable  to carry out the  purpose of the Plan;  provided,  however,  that any
procedure,  discretionary act, interpretation or construction shall be done in a
nondiscriminatory manner based upon uniform principles consistently applied. The
Administrator  shall have all powers  necessary or appropriate to accomplish his
duties under this Plan.


                                        2

<PAGE>



     The  Administrator  shall  be  charged  with  the  duties  of  the  general
administration of the Plan, including, but not limited to, the following:

     (a) The discretion to determine all questions  relating to the  eligibility
     of  Employees  to  participate  or remain a  Participant  hereunder  and to
     receive benefits under the Plan;

     (b) To  compute  and make  determinations  with  respect  to the  amount of
     benefits to which any Participant shall be entitled hereunder;

     (c)  To  authorize  and  make   nondiscretionary   or  otherwise   directed
     disbursements to Participants.

     (d) To maintain all necessary records for the administration of the Plan;

     (e) To interpret  the  provisions  of the plan and to make and publish such
     rules  for the  regulation  of the Plan as are  consistent  with the  terms
     hereof;

     (f) To prepare and implement a procedure to notify employees that they have
     been selected as eligible to participate in the Plan;

     (g) To assist any Participant regarding his rights,  benefits, or elections
     available under the Plan.

     3.2  Records  and  Reports.  The  Administrator  shall keep a record of all
          ---------------------
actions taken and shall keep all other books of account, records, and other data
that may be  necessary  for  proper  administration  of the  Plan  and  shall be
responsible   for  supplying  all  information  and  reports  to  the  Employer,
Participants and Beneficiaries.

     3.3 Participant Statement. The Administrator shall provide each Participant
         ---------------------
each Plan Year a statement  indicating that Participant's  current and projected
retirement benefit under the Plan.

     3.4 Information from Employer.  To enable the  Administrator to perform his
         -------------------------
functions,  the  Employer  shall  supply  full  and  timely  information  to the
Administrator on all matters  relating to the compensation of all  Participants,
their  retirement,  death,  disability,  or termination of employment,  and such
other pertinent facts as the  Administrator  may require.  The Administrator may
rely upon such information as is supplied by the Employer and shall have no duty
or responsibility to verify such information.

     3.5 Claims Procedure.  Claims for benefits under the Plan may be filed with
         ----------------
the  Administrator  on forms  supplied by the  Employer.  Written or  electronic
notice of the  disposition of a claim shall be furnished to the claimant  within
90 days after the claim is filed. If additional time (up to 90 days) is required
by the  Administrator to process the claim,  written notice shall be provided to
the  claimant  within the  initial 90 day period.  The  extension  notice  shall
indicate the special  circumstances  requiring an extension of time and the date
by which the Administrator expects to render a determination.

     In the event the claim is denied in whole or in part,  the notice shall set
forth in language  calculated  to be understood by the claimant (i) the specific
reason or reasons for the denial,  (ii)  specific  reference to  pertinent  Plan
provisions on which the denial is based,  (iii) a description  of any additional
material or  information  necessary for the claimant to perfect the claim and an
explanation of why such material or

                                        3

<PAGE>



information is necessary, and (iv) a description of the Plan's review procedures
and the time limits applicable to such procedures,  including a statement of the
claimant's  rights,  if any, to bring a civil action under section 502(a) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), following
an adverse benefit determination on review.

     3.6 Claims Review Procedure.  Any Employee, former Employee, or Beneficiary
         -----------------------
who has been  denied a benefit by a decision  of the  Administrator  pursuant to
Section  3.5 shall be  entitled to request  the  Administrator  to give  further
consideration  to his claim by filing  with the  Administrator  a request  for a
hearing. Such request,  together with a written statement of the reasons why the
claimant  believes  his  claim  should  be  allowed,  shall  be  filed  with the
Administrator  no later than 60 days after  receipt of the written  notification
provided for in Section 3.5.  The claimant  shall be provided,  upon request and
free of charge, reasonable access to, and copies of, all documents,  records and
other   information   relevant  to  the  claimant's  claim  for  benefits.   The
Administrator shall then conduct a hearing within the next 60 days, at which the
claimant shall have an opportunity to submit  comments,  documents,  records and
other  information  relating  to  the  claim  without  regard  to  whether  such
information was submitted or considered in the initial benefit determination.

     The  Administrator  shall make a final  decision as to the allowance of the
claim  within  60 days of  receipt  of the  appeal  (unless  there  has  been an
extension  due to  special  circumstances,  provided  the delay and the  special
circumstances  occasioning it are communicated to the claimant in writing within
the 60 day period), and a decision shall be rendered as soon as possible but not
later than 120 days after receipt of the request for review; provided,  however,
in the  event  the  claimant  fails to submit  information  necessary  to make a
benefit  determination  on review,  such period shall be tolled from the date on
which the extension  notice is sent to the claimant  until the date on which the
claimant  responds to the request for  additional  information.  The decision on
review  shall  be  written  or  electronic  and,  in  the  case  of  an  adverse
determination,  shall include  specific  reasons for the  decision,  in a manner
calculated  to be understood  by the  claimant,  and specific  references to the
pertinent Plan provisions on which the decision is based. The decision on review
shall also  include  (i) a statement  that the  claimant is entitled to receive,
upon  request  and free of  charge,  reasonable  access  to,  and copies of, all
documents,  records and other  information  relevant to the claimant's claim for
benefits,  and (ii) a  statement  describing  any  voluntary  appeal  procedures
offered by the Plan, and a statement of the claimant's  right,  if any, to bring
an action under Section 502(a) of ERISA and shall include  specific  reasons for
the decision and specific  references to the pertinent Plan  provisions on which
the decision is based.

Section 4 - Eligibility and Participation

     4.1  Eligibility.  The  Board,  in its sole  discretion,  shall  select the
          -----------
Employees of the Bank who are eligible to become Participants.

     4.2  Participation.  The Board or its designee shall notify those Employees
          -------------
selected for participation of the benefits available under the Plan. An eligible
Employee  becomes a  Participant  in the Plan upon the execution and delivery by
him or her and the Bank of a SERP Agreement.

Section 5 - Retirement Benefit

     5.1 Normal  Retirement  Benefit.  If a Participant  is employed by the Bank
         ---------------------------
until his or her Normal  Retirement  Date and, if in the calendar  year prior to
retirement, such Participant furnishes a not less than sixty days written notice
of the date of  retirement,  the  Participant  shall be entitled to receive as a
normal retirement benefit annual payments equal to fifty percent (50%) of his or
her High Recognized

                                        4

<PAGE>



Compensation.  This normal retirement  benefit shall be payable in equal monthly
installments   commencing   on  the  first  day  of  the  month   following  the
Participant's  actual  retirement  and  continuing  for  the  remainder  of  the
Participant's life.

     5.2 Early  Retirement  Benefit.  If a  Participant  is employed by the Bank
         --------------------------
until his or her Early  Retirement  Date,  and, if in the calendar year prior to
the desired  commencement of retirement,  such Participant  furnishes a not less
than sixty days  written  notice of the date of  retirement,  he or she shall be
entitled to receive as an Early  Retirement  Benefit an amount  calculated as if
Participant's Early Retirement Date was in fact Participant's  Normal Retirement
Date.  This  Retirement  Benefit shall be payable in equal monthly  installments
commencing  on the first  day of the  month  following  the  Participant's  60th
birthday and  continuing  for the  remainder of the  Participant's  life. If the
Participant  and the Bank agree that the payment of the Retirement  Benefit will
begin at an earlier date, the amount of the Benefit shall be actuarially reduced
to reflect the earlier payment commencement date.

     5.3 Death After  Commencement  of  Retirement  Benefits.  If a  Participant
         ---------------------------------------------------
should  die after  the  commencement  of  retirement  benefits  but prior to the
completion of one hundred twenty (120) monthly  payments,  such monthly payments
shall be continued to the  Participant's  Beneficiary  until the completion of a
combined  total of one hundred twenty (120) monthly  payments.  If a Participant
should die after Early Retirement but before  retirement  benefits payments have
begun,  monthly payments of the actuarially  equivalent  amount shall be made to
the  Participant's  Beneficiary,  commencing  on the  first  day  of  the  month
following the  Participant's  death,  until a total of one hundred  twenty (120)
monthly payments have been made.

     5.4  Alternate  Form of  Payment.  The Bank may,  in its sole and  absolute
          ---------------------------
discretion,  approve a retiring  Participant's  request of an alternate  form of
payment of the  benefit,  which  shall  include the option to receive a lump sum
payment,  in which case such payment(s)  shall be in the amount of the Actuarial
Equivalent of the benefit otherwise payable hereunder.

     5.5 Forfeiture of Benefits. If a Participant terminates employment with the
         ----------------------
Bank prior to attaining his or her Normal  Retirement Date, other than by reason
of  Early  Retirement,  death  or  Disability,  or a  Change  in  Control,  such
Participant shall not be entitled to any benefits under this Plan.

     5.6 Death While Employed After Age 60. A Participant  whose employment with
         ---------------------------------
the Bank continues after his or her Normal Retirement Date and who dies while so
employed shall be deemed to have retired immediately prior to such Participant's
death.

Section 6 - Pre-Retirement Survivor Benefit

     6.1 Pre-Retirement  Survivor Benefit.  If a Participant dies while employed
         --------------------------------
by the Bank prior to reaching his or her Normal  Retirement Date, the Bank shall
pay to the deceased Participant's Beneficiary,  as a survivor benefit, an annual
amount equal to (1) one hundred percent (100%) of the  Participant's  Recognized
Compensation  at date of death for one year,  and (2) fifty percent (50%) of the
Participant's Recognized Compensation at date of death for each of the following
four (4) years.  This Survivor Benefit shall be payable in monthly  installments
commencing on the first day of the month following the Participant's death.



                                        5

<PAGE>



Section 7 - Disability Benefit and Authorized Leave of Absence

     7.1 Disability Benefit. Notwithstanding anything to the contrary herein, if
         ------------------
a Participant's employment with the Bank is terminated prior to attaining his or
her Normal  Retirement Date as a result of the Participant's  Disability,  then,
for purposes of this Plan, it shall be deemed that the  Participant has remained
in the employ of the Bank until the earliest to occur of: (a) the  Participant's
death; (b) the Participant's attaining his or her Normal Retirement Date; or (c)
the cessation of the Participant's Disability and the failure of the Participant
to return to active  employment  with the Bank  within a  reasonable  time after
recovery from the Disability.  The employment of a Participant  described in the
preceding  sentence  also  shall be deemed to  continue  in order to permit  the
Participant to elect early retirement pursuant to Section 5.2

     7.2 Authorized Leave of Absence.  A Participant's  employment with the Bank
         ---------------------------
shall not be deemed to have  terminated  for  purposes  of this Plan  during any
authorized leave of absence.

Section 8 - Bank-Owned Life Insurance ("BOLI")

     8.1 Bank Owns All Rights.  In the event that, in its  discretion,  the Bank
         --------------------
purchases  a  life  insurance  policy  or  policies  insuring  the  life  of any
Participant to allow the Bank to informally finance and/or recover,  in whole or
in part, the cost of providing the benefits  hereunder,  neither the Participant
nor any Beneficiary shall have any rights whatsoever therein.  The Bank shall be
the sole owner and  beneficiary of any such policy or policies and shall possess
and may exercise all incidents of ownership therein,  except in the event of the
establishment  of and transfer of said policy or policies to a trust by the Bank
as described in Section 14 hereof.

     8.2  Participant  Cooperation.  If the  Bank  decides  to  purchase  a life
          ------------------------
insurance  policy or policies on any  Participant,  the Bank will so notify such
Participant.  Such Participant shall consent to being insured for the benefit of
the Bank and shall take whatever  actions may be necessary to enable the Bank to
timely apply for and acquire such life insurance and to fulfill the requirements
of the  insurance  carrier  relative to the  issuance  thereof as a condition of
eligibility to participate in the Plan.

     8.3 Participant  Misrepresentation.  If: (a) any Participant is required by
         ------------------------------
this  Plan  to  submit  information  to  any  insurance  carrier;  and  (b)  the
Participant  makes a  material  misrepresentation  in any  application  for such
insurance; and (c) as a result of that material  misrepresentation the insurance
carrier is not  required to pay all or any part of the proceeds  provided  under
that insurance,  then the  Participant's  (or the  Participant's  Beneficiary's)
rights to any  benefits  under this Plan may be, at the sole  discretion  of the
Board,  reduced to the extent of any  reduction of proceeds  that is paid by the
insurance carrier because of such material misrepresentation.

     8.4 Suicide. Notwithstanding any other term or provision of the Plan or the
         -------
SERP  Agreement,  if a  Participant  dies by reason of suicide and if the Bank's
receipt of insurance proceeds is as a result reduced, then the Participant's (or
the Participant's  Beneficiary's) rights to any benefits under this Plan may be,
at the sole  discretion of the Board,  reduced to the extent of any reduction of
proceeds that is paid by the insurance carrier.



                                        6

<PAGE>



Section 9 - Resignation and Removal of the Administrator

     9.1 Resignation. The Administrator may resign at any time by written notice
         -----------
to the Board,  which shall be effective  thirty (30) days after  receipt of such
notice unless the Administrator and the Board agree otherwise.

     9.2 Removal.  The  Administrator may be removed by the Board on thirty (30)
         -------
days notice or upon shorter notice accepted by the Administrator.

     9.3 Appointment of Successor. If the Administrator resigns or is removed, a
         ------------------------
successor  shall be appointed,  in accordance  with Section 10, by the effective
date of resignation or removal under this Section 9. If no such  appointment has
been made, the Administrator may apply to a court of competent  jurisdiction for
appointment   of  a  successor  or  for   instructions.   All  expenses  of  the
Administrator   in  connection   with  the   proceeding   shall  be  allowed  as
administrative expenses of the Bank.

Section 10 - Appointment of Successor Administrator

     10.1 Successor Administrator. If the Administrator resigns or is removed in
          -----------------------
accordance  with  Section  9.1 or 9.2,  the Board may appoint any third party as
successor  Administrator.  The  appointment  shall be effective when accepted in
writing by the new  Administrator.  The new Administrator  shall have all of the
rights and powers of the former Administrator.

Section 11 - The Administrator's Consultant

     11.1 Consultant. The Bank agrees to the designation by the Administrator of
          ----------
NYLEX Benefits LLC  (hereinafter  called  "NYLEX"),  headquartered  in Stamford,
Connecticut,   as  the  Administrator's   Consultant  (hereinafter  called  "the
Administrator's  Consultant")  under this Plan. The Administrator  shall have no
responsibility  for  the  performance  of  the  duties  of  the  Administrator's
Consultant.

     11.2  Independent  Consultant.  It is recognized that NYLEX also acts as an
           -----------------------
independent consultant for the Administrator with respect to the Administrator's
obligations under the Plan.

     11.3 Resignation of Consultant.  The Administrator's  Consultant may resign
          -------------------------
at any time by delivery of written notice of  resignation to the  Administrator.
The  Administrator's  Consultant may be removed by the Administrator at any time
by delivery of written notice of such removal to the Administrator's Consultant.
Any such  resignation or removal shall take effect as of a future date specified
in the notice,  which date shall not be earlier  than sixty (60) days after such
notice  is  delivered,  of  such  earlier  date  as  may  be  agreed  to by  the
Administrator's  Consultant and the Administrator.  As soon as practicable after
the  Administrator's  Consultant has resigned or has been removed hereunder,  it
shall deliver to the successor Administrator's  Consultant all reports, records,
documents,  and other written information in its possession  regarding the Plan,
the Participants and Beneficiaries, and thereupon shall be paid all unpaid fees,
compensation and reimbursements to which it is entitled under this Agreement and
shall be relieved of all responsibilities and duties under this Agreement.

     11.4  Records  to  be  Maintained.  The  Administrator's  Consultant  shall
           ---------------------------
maintain  or cause  to be  maintained  all of the  records  contemplated  by the
current actuarial  agreement  between the Administrator and the  Administrator's
Consultant.  The Administrator's Consultant shall also perform such other duties
and  responsibilities  under the Plan Agreement as agreed in writing between the
Administrator's Consultant and the Administrator.

                                        7

<PAGE>



     11.5  Furnishing of  Information.  The  Administrator  shall furnish to the
           --------------------------
Administrator's  Consultant  all the  information  necessary  to  determine  the
benefits payable to or with respect to each Participant and Beneficiary, and the
name,  address and Social Security number of each  Participant and  Beneficiary.
The Administrator shall regularly, at least annually, or promptly at the request
of the Administrator's  Consultant,  furnish to the  Administrator's  Consultant
revised  and  updated  information,   including  copies  of  any  amendments  or
supplements  to  the  Plan  or the  Administrator's  obligations.  Based  on the
foregoing  information,  the  Administrator's  Consultant  shall prepare  annual
statements for each Participant and Beneficiary and shall furnish a copy of same
to the  Administrator.  In the event the  Administrator  refuses or  neglects to
provide  updated  information,   as  contemplated  herein,  the  Administrator's
Consultant shall be entitled to rely upon the most recent furnished to it by the
Administrator.  The  Administrator's  Consultant has no responsibility to verify
information provided to it by the Administrator.

     11.6 Annual  Valuation.  The  Administrator's  Consultant  shall assist the
          -----------------
Administrator  in  providing  all required  Plan  information  to the Bank.  The
Administrator's  Consultant shall also perform an annual actuarial  valuation of
the obligations  under the Plan and the funding  requirements  therefore,  based
solely on the most recent information furnished to it by the Administrator.

Section 12 - Amendment

     12.1  Amendment.  The Employer shall have the right at any time to amend or
           ---------
terminate this Plan.  However,  no amendment  shall be effective so as to reduce
the amount of any Participant's  Accrued Benefit, or to delay the payment of any
amount  to a  Participant  beyond  the time that such  amount  would be  payable
without regard to such amendment.

     12.2 Cessation of Accrual of Benefits. The Bank shall have the right at any
          --------------------------------
time to notify the  Participants  that  benefits will no longer accrue under the
Plan.  Upon any such notice,  retirement  benefits  payable to a Participant  at
Normal  Retirement Date shall be based on the  Participant's  Accrued Benefit at
the date of the notice referred to in the preceding sentence.

Section 13 - Change in Control

     13.1 Change in Control.  Notwithstanding  anything to the contrary  herein,
          -----------------
upon a Change in Control of the Bank then,  for purposes of this Plan,  for each
of the  individuals  who was a Participant  in the Plan and employed by the Bank
immediately  prior to such  Change,  the  Participant  shall be  deemed  to have
remained in the employ of the Bank and  continued as a  participant  in the Plan
until  attaining  his  or  her  Normal   Retirement  Date.  In  such  case,  the
Participant's  retirement  benefit shall be considered vested and not subject to
forfeiture  and the  Participant  shall be eligible  to receive  the  retirement
benefit as provided for by Section 5.1 of this Plan. If Participant's employment
is  terminated  after  a  Change  of  Control,  then at the  Participant's  sole
discretion,  he or she shall be entitled to commence receipt  immediately of the
Actuarial Equivalent amount of his or her retirement benefit.

     13.2 Change in Control  Defined.  "Change of Control" means the purchase or
          --------------------------
other acquisition by any person, entity or group of persons,  within the meaning
of section 13(d) or 14(d) of the  Securities  Exchange Act of 1934  (hereinafter
called "Act"), or any comparable successor  provisions,  of beneficial ownership
(within the meaning of Rule 13e-3  promulgated  under the Act) of  30-percent or
more of either the outstanding  equity interests or the combined voting power of
the Company,  or the approval by the owners of the Company of a  reorganization,
merger, or  consolidation,  in each case, with respect to which persons who were
owners of the Company immediately prior to such reorganization, merger or

                                        8

<PAGE>



consolidation do not,  immediately  thereafter,  own more than 50-percent of the
combined voting power entitled to vote generally in the election of directors of
the reorganized,  merged or consolidated  Company's then  outstanding  ownership
interests,  or a liquidation or dissolution of the Company or the sale of all or
substantially all of the Company's assets.

Section 14 - Miscellaneous

     14.1  Nonalienation of Benefits.  No right or benefit under this Plan shall
           -------------------------
be subject to anticipation,  alienation, sale, assignment,  pledge, encumbrance,
or charge,  and any  attempt to  anticipate,  alienate,  sell,  assign,  pledge,
encumber,  or charge any right or benefit under this Plan or any SERP  Agreement
shall be void.  No such  right or  benefit  shall in any manner be liable for or
subject to the debts,  contracts,  liabilities  or torts of the person  entitled
thereto. If a Participant or any Beneficiary hereunder shall become bankrupt, or
attempt to anticipate,  alienate,  sell, assign, pledge, encumber, or charge any
right  hereunder,  then such right or benefit  shall,  in the  discretion of the
Board,  cease and terminate,  and in such event, the Board may hold or apply the
same or any  part  thereof  for the  benefit  of the  Participant  or his or her
Beneficiary,  spouse,  children,  or  other  dependents,  or any of them in such
manner and in such amounts and proportions as the Board may deem proper.

     14.2  Unsecured  Liability.  The  obligation  of the Bank to make  payments
           --------------------
hereunder to a Participant shall constitute an unsecured  liability of the Bank.
Such  payments  shall be made  from the  general  funds of the Bank and the Bank
shall not be required to establish or maintain any special or separate  fund, to
purchase or acquire life  insurance  on a  Participant's  life,  or otherwise to
segregate  assets  to  assure  that  such  payments  shall  be made.  Neither  a
Participant nor any other person shall have any interest in any particular asset
of the Bank by reason of its obligations  hereunder and the right of any of them
to receive  payments  under this Plan shall be no greater  than the right of any
other  unsecured  general  creditor of the Bank.  Nothing  contained in the Plan
shall  create  or be  construed  as  creating  a trust of any kind or any  other
fiduciary relationship between the Bank and a Participant or any other person.

     14.3 No Contract of Employment. This Plan shall not be deemed to constitute
          -------------------------
a contract  between the Bank and any Participant or to be a consideration  or an
inducement for the employment of any Participant or Employee.  Nothing contained
in this Plan shall be deemed to give any Participant or Employee the right to be
retained in the service of the  Employer or to  interfere  with the right of the
Employer to discharge any  Participant or Employee at any time regardless of the
effect which such  discharge may have upon him or her as a  Participant  of this
Plan.

     14.4 Designation of Beneficiary.  Each Participant shall file with the Bank
          --------------------------
a notice in writing, in a form acceptable to the Board,  designating one or more
Beneficiaries  to whom  payments  becoming  due by  reason of or after his death
shall be made.  Participants  shall have the right to change the  Beneficiary or
Beneficiaries so designated from time to time; provided,  however,  that no such
change shall become  effective until received in writing and acknowledged by the
Bank.

     14.5 Payment to  Incompetents.  The Bank shall make the  payments  provided
          ------------------------
herein directly to the Participant or Beneficiary  entitled  thereto or, if such
Participant  or  Beneficiary  has  been  determined  by  a  court  of  competent
jurisdiction  to be mentally or  physically  incompetent,  then payment shall be
made  to  the  duly   appointed   guardian,   committee   or  other   authorized
representative of such Participant or Beneficiary. The Bank shall have the right
to make payment  directly to a Participant or Beneficiary  until it has received
actual  notice of the  physical  or mental  incapacity  of such  Participant  or
Beneficiary   and  actual  notice  of  the  appointment  of  a  duly  authorized
representative of his or her estate. Any payment to

                                        9

<PAGE>



or for the benefit of a Participant or Beneficiary shall be a complete discharge
of all liability of the Bank therefore.

     14.6 Interpretation. The interpretation and construction of the Plan by the
          --------------
Board, and any action taken hereunder,  shall be binding and conclusive upon all
parties in  interest.  No member of the Board  shall be liable to any person for
any action taken or omitted to be taken in connection  with the  interpretation,
construction or  administration  of the Plan, so long as such action or omission
be made in good faith.

     14.7 Authority to Appoint a Committee.  The Board,  within its  discretion,
          --------------------------------
shall have the  authority  to appoint a committee  of not less than three (3) of
its  members,  which  shall have  authority  over the Plan in lieu of the entire
Board.

     14.8 Authority to Establish a Trust.  The Board shall have the right at any
          ------------------------------
time to  establish  a trust to which  the Bank may  transfer  from  time to time
certain  assets  to be used by said  trustee(s)  to  satisfy  some or all of the
Bank's obligations and liabilities under the Plan. All assets held by such trust
shall be  subject  to the  claims of the  Bank's  creditors  in the event of the
Bank's Insolvency (as defined herein). The Bank shall be considered  "Insolvent"
for  purposes  of said trust if: (a) the Bank is unable to pay its debts as they
become due; or (b) the Bank is subject to a pending proceeding as a debtor under
the United States Bankruptcy Code.

     14.9 Prepayment. The Board may, in its sole and absolute discretion, prepay
          ----------
all  or  any  part  of  the  monthly  installments  remaining  to be  paid  to a
Participant or Beneficiary  under this Plan. The amount of such prepayment shall
equal the  Actuarial  Equivalent  of the remaining  monthly  installments  being
prepaid,  as determined by the Board in its  discretion,  and receipt thereof by
the  Participant or Beneficiary  shall be in full  satisfaction of all remaining
obligations of the Bank under the Plan and applicable SERP Agreement.

     14.10  Binding  Effect.  Obligations  incurred by the Bank pursuant to this
            ---------------
Plan shall be binding upon and inure to the benefit of the Bank,  its successors
and  assigns,   and  the  Participant,   his  or  her  Beneficiaries,   personal
representatives, heirs, and legatees.

     14.11 Entire Plan. This document and any amendments  hereto contain all the
           -----------
terms and provisions of the Plan and shall constitute the entire Plan, any other
alleged terms or provisions being of no effect.

     14.12 Merger,  Consolidation  or  Acquisition.  In the event of a merger or
           ---------------------------------------
consolidation  of the Bank with another  corporation  or entity,  or the sale or
lease of all or substantially all of the Bank's assets to another corporation or
entity, or the acquiring by another corporation or entity of a right to elect at
least thirty percent (30%) of the Board,  then and in such event the obligations
and  responsibilities  of the Bank  under this Plan shall be assumed by any such
successor or acquiring corporation or entity, and all of the rights,  privileges
and benefits of the Participants hereunder shall continue.

Section 15 - Construction

     15.1  Construction  of this Plan. This Plan shall be construed and enforced
           --------------------------
according to the laws of the State of New Jersey, other than its laws respecting
choice of law.


                                       10

<PAGE>


     15.2 Gender and Number. The masculine gender,  where appearing in the Plan,
          -----------------
shall be deemed to include the feminine  gender,  and the singular shall include
the plural, unless the context clearly indicates to the contrary.

     15.3  Headings.  All  headings  used in this  Plan are for  convenience  of
           --------
reference only and are not part of the substance of this Plan.

     15.4 Enforceability. If any term or condition of this Plan shall be invalid
          --------------
or unenforceable to any extent or in any application,  then the remainder of the
Plan, and such term or condition  except to such extent or in such  application,
shall not be affected thereby, and each and every term and condition of the Plan
shall  be  valid  and  enforced  to the  fullest  extent  and  in  the  broadest
application permitted by law.

     15.5  Uniformity.  All  provisions  of this Plan shall be  interpreted  and
           ----------
applied in a uniform,  nondiscriminatory  manner.  In the event of any  conflict
between the terms of this Plan and any summaries or other  descriptions  of this
Plan, the Plan provisions shall control.



                                       11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>11
<FILENAME>ex10-3.txt
<DESCRIPTION>EXHIBIT 10.3 1999 NON-QUALIFIED STOCK OPTION PLAN
<TEXT>
                                   PARKE BANK
                      1999 NON-QUALIFIED STOCK OPTION PLAN


1.       Objectives
         ----------

         The objectives of this Plan are to assist Parke Bank (the "Company") in
attracting and retaining  qualified  employees and to promote the identification
of such employees' interests with those of the Company's shareholders.

2.       Definitions
         -----------

         "Board" shall mean the Board of Directors of the Company.

         "Corporate  Event"  shall mean an  occurrence  in which the  Company is
succeeded by another  corporation  in a  reorganization, merger,  consolidation,
acquisition of property or stock, separation or liquidation.

         "Date of Grant" in relation to any option granted under this Plan shall
mean the date on which the Board or the Committee grants that option.

         "Eligible  Employee" shall mean an officer (who may also be a director)
or an employee regularly employed on a salaried basis by the Company.

         "Exercise"  in  respect of any Option  shall mean the  delivery  by the
Optionee  to the  Company of (a)  written  notice of exercise of Options as to a
specified number of Shares; and (b) payment of the option price for such shares.

         "Option" shall mean a right to purchase Stock,  granted pursuant to the
Plan.

         "Optionee"  shall mean a person  holding an Option  granted  under this
Plan which has not been exercised or surrendered and has not expired.

         "Plan" means this 1999 Non-Qualified Stock Option Plan.

         "Shares" shall mean shares of Common stock,  par value $5.00 per share,
of the Company.

3.       Maximum Number of Shares to be Optioned and Adjustments in
         Optioned Shares
         -----------------------------------------------------------

         The maximum number of Shares for which Options may be granted hereunder
is 30,000.  This number shall be adjusted if the number of outstanding Shares of
the  Company  is  increased  or  reduced by  split-up,  reclassification,  stock
dividend  or the  like.  The  number  of  Shares  previously  optioned  and  not
theretofore delivered and the option price per Share shall likewise be

                                      - 1 -

<PAGE>



adjusted  whenever the number of  outstanding  Shares is increased or reduced by
any  such  procedure.  Shares  for  which  Options  have  expired  or have  been
surrendered may again be optioned pursuant to the Plan.

4.       Administration and Interpretation
         ---------------------------------

         This Plan  shall be  administered  by a  committee  of the  Board  (the
"Committee").  The  Committee  may each  make  such  rules  and  establish  such
procedures as each deems appropriate for the administration of this Plan. In the
event of any  disagreement as to the  interpretation  of the Plan or any rule or
procedure  thereunder,  the decision of the Committee shall be final and binding
upon all persons in interest.

5.       Granting of Options
         -------------------

         The Board is authorized to grant Options to selected Eligible Employees
pursuant to this Plan. The number of Shares,  if any, optioned in each year, the
Eligible  Employees  to whom  Options  are  granted,  and the  number  of Shares
optioned to each Eligible  Employee shall be wholly within the discretion of the
Board, subject to the limitation that no Options shall be granted later than ten
years after the date this Plan is adopted by the Board, or the date this Plan is
approved by the shareholders of the Company, whichever is earlier.

6.       Terms of Options
         ----------------

         Subject to the  limitation  prescribed in section 5 above,  the Options
granted  under this Plan shall be on the terms stated in clauses (a) through (g)
below. The Board may specify additional terms not inconsistent with this Plan by
rules of general  application  or by specific  direction  in  connection  with a
particular group of Options.

         (a) The option  price shall be fixed by the Board but shall not be less
than  100% of the fair  market  value of the  underlying  Shares  on the date of
grant.

         (b) The  option  price  shall be payable  in cash,  property,  services
rendered  or,  under  certain  circumstances,  in shares of stock of the Company
having a fair market value equal to the option price on the date of exercise, or
any combination thereof.

         (c) The Options shall not be transferable otherwise than by will or the
laws of descent and distribution and shall be exercisable, during the Optionee's
lifetime, only by him.

         (d) The Options shall expire ten years after the date of grant,  unless
an earlier date is fixed by the Board.

         (e)  The  Options  shall  terminate  and may  not be  exercised  if the
Optionee ceases to be an employee of the Company,  except to the extent provided
in Section 7 hereof.

                                      - 2 -

<PAGE>



         (f) If the  Company  is  succeeded  by  another  company  because  of a
Corporate  Event,  the successor  company shall assume the  outstanding  Options
granted  under this Plan or shall  substitute  new Options  for the  outstanding
Options.  In  determining  the  substitution  of Options,  the Optionee shall be
regarded  as if the  Optionee  had been the  holder of  record of the  number of
Shares which were subject to Options  immediately  prior to the Corporate Event.
The Optionee shall be entitled upon the exercise of such Options to receive such
securities of the surviving or resulting  corporation  as the Board of Directors
of such corporation shall determine to be equivalent,  as nearly as practicable,
to the nearest whole number and class of shares of stock or other  securities to
which the Optionee  would have been  entitled  under the terms of the  agreement
governing the Corporate Event.

         (g) The  granting of any Options  shall impose no  obligation  upon the
Optionee to exercise such Options.

7.       Exercise Rights upon Termination of Employment
         ----------------------------------------------

         (a) If an Optionee becomes disabled,  he or she may exercise his or her
Options within one year after the date of disability, but in no event later than
the date on which the Options  would have expired if the Optionee had not become
disabled.  During such period the  Options may be  exercised  only to the extent
that the Optionee was entitled to do so at the date of disability. To the extent
the Options are not so  exercised,  the Options  shall expire at the end of such
period.  For purposes of this Section  7(a),  an Optionee  shall be deemed to be
disabled if he or she is unable to engage in any substantial gainful activity by
reason of any medically  determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a
continuous  period of more than 12 months.  The  Company  reserves  the right to
require the Optionee to provide medical evidence of such disability.

         (b) If an Optionee  dies during a period in which he or she is entitled
to exercise any Options  (including  the period  referred to in  subsection  (a)
above),  the Options shall terminate one year after the date of death, but in no
event  later  than the date on which  any  Options  would  have  expired  if the
Optionee  had lived.  During such period the  Options  may be  exercised  by the
Optionee's  executor or administrator or by any person or persons who shall have
acquired the Options  directly from the Optionee by bequest or inheritance.  The
Options may only be exercised to the extent that the Optionee was entitled to do
so at the date of death and, to the extent the Options are not so exercised, the
Options shall expire at the end of such period.

         (c) If an executive  officer of the Company ceases to be an employee of
the Company,  he or she may exercise Options granted  hereunder for a period not
to exceed three months after the date of such termination, but in no event later
than the date on which any  Options  would  have  expired  if the  Optionee  had
remained  an  employee  of the  Company.  During  such period the Options may be
exercised only to the extent that the Optionee was entitled to do so on the date
of  termination  of  employment  and,  to the  extent  the  Options  are  not so
exercised,  the Options shall expire at the end of such  six-month  period.  The
Optionee shall not have the right to exercise any

                                      - 3 -

<PAGE>



Options if the Optionee's employment was terminated for "cause." Termination for
"cause" shall include  theft;  falsification  of records;  fraud;  embezzlement;
gross  negligence  or willful  misconduct;  causing  the  Company to violate any
federal,  state or local law, or administrative  regulation or ruling having the
force and effect of law;  insubordination;  conflict of  interest;  diversion of
corporate  opportunity;  or conduct  that  results in  publicity  that  reflects
unfavorably on the Company.

8.       Additional Requirements
         -----------------------

         Upon the  exercise  of any  Options  granted  hereunder  the  Board may
require the Optionee to deliver the following:

         (a) A written  statement  that the Optionee  (or such other  person) is
purchasing  the  Shares  for  investment  and  not  with  a  view  toward  their
distribution  or sale and will not sell or transfer any shares received upon the
exercise of the Options except in accordance with the Securities Act of 1933, as
amended, and applicable state securities laws;

         (b) Evidence reasonably satisfactory to the Company that at the time or
exercise the Optionee (or such other  Person) meets such other  requirements  as
the Board may determine; and

         (c) Evidence reasonably satisfactory to the Company that at the time of
exercise,  the exercise of the Options by the Optionee  (for such other  person)
and the  delivery  of  Shares  upon  exercise  by the  Company  comply  with all
applicable Federal and state securities laws.

9.       Common Stock Subject to Options
         -------------------------------

         The shares issuable upon exercise of Options  granted  hereunder may be
unissued shares or treasury shares,  including shares bought on the open market.
The Company at all times during the term of this Plan shall reserve for issuance
the number of Shares issuable upon exercise of Options granted hereunder.

10.      Compliance with Governmental and other Regulations
         --------------------------------------------------

         The Company will not be  obligated to issue and sell the Shares  issued
pursuant to Options  granted  hereunder if, in the opinion of its counsel,  such
issuance and sale would violate any applicable Federal or state securities laws.
The Company will seek to obtain from each regulatory commission or agency having
jurisdiction such authority as may be required to issue and sell Shares issuable
upon  exercise of any Options  granted  hereunder.  Inability  of the Company to
obtain from any such regulatory commission or agency authority which counsel for
the Company  deems  necessary  for the lawful  issuance  and sale of Shares upon
exercise of any Options  granted  hereunder  shall  relieve the Company from any
liability  for  failure to issue and sell such  Shares  until the time when such
authority is obtained or is obtainable.


                                      - 4 -

<PAGE>



11.      Nonassignment of Options
         ------------------------

         Except as  otherwise  provided in Paragraph  6(c)  hereof,  any Options
granted  hereunder and the rights and privileges  conferred  hereby shall not be
transferred,  assigned, pledged or hypothecated in any way (whether by operation
of law or  otherwise)  and shall not be  subject  to  execution,  attachment  or
similar process. Upon any attempt to transfer,  assign,  pledge,  hypothecate or
otherwise dispose of such option,  right or privilege contrary to the provisions
hereof,  or upon the levy of any  attachment or similar  process upon the rights
and  privileges  conferred  hereby,  such Options and the rights and  privileges
conferred hereby shall immediately terminate.

12.      Rights of Optionee in Stock
         ---------------------------

         Neither any Optionee nor the legal representatives,  heirs, legatees or
distributees  of any  Optionee,  shall be deemed to be the holder of, or to have
any of the rights of a holder with respect to, any Shares issuable upon exercise
of any Options granted hereunder unless and until such Shares are issued to him,
her or  them  and  such  person  or  persons  have  received  a  certificate  or
certificates therefor.

13.      Delivery of Shares Issued Pursuant to Options
         ---------------------------------------------

         Subject  to the  other  terms and  conditions  of this  Plan,  upon the
exercise  of any  Options  granted  hereunder,  the  Company  shall  sell to the
Optionee the Shares with respect to which the Options have been exercised.

14.      Withholding of Applicable Taxes
         -------------------------------

         The  Company  shall  have the  right to  reduce  the  number  of Shares
otherwise  required to be issued upon exercise of any Options granted  hereunder
by an amount which would have a fair market  value on the date of such  exercise
equal to all  federal,  state,  city or other  taxes as shall be  required to be
withheld by the Company pursuant to any statute or other governmental regulation
or ruling.  In connection with such  withholding,  the Company may make any such
arrangements as are consistent with this Plan as it may deem appropriate.

15.      Plan and Options Not to Affect Employment
         -----------------------------------------

         Neither this Plan nor any Options  granted  hereunder shall confer upon
any Eligible Employee any right to continue in the employ of the Company.

16.      Amendment of Plan
         -----------------

         The Board may make any amendments to the Plan which it deems  necessary
or  advisable,  provided  that the Board  may seek  shareholder  approval  of an
amendment if determined to be

                                      - 5 -

<PAGE>


required by or  advisable  under  regulations  of the  Securities  and  Exchange
Commission or the Internal Revenue  Service,  the rules of any stock exchange or
system  on which  the  Company's  stock is  listed  or other  applicable  law or
regulation.

17.      Notice
         ------

         Any notice required or permitted  hereunder shall be sufficiently given
only if sent by registered or certified mail, postage prepaid,  addressed to the
Company at 601 Delsea Drive,  Sewell,  New Jersey 08080,  and to the Optionee at
the address on file with the Company at the time of grant hereunder,  or to such
other  address  as either  party may  hereafter  designate  in writing by notice
similarly given by one party to the other.

18.      Successors
         ----------

         The  Plan  shall  be  binding  upon and  inure  to the  benefit  of any
successor or successors of the Company.

19.      Severability
         ------------

         If any part of this Plan shall be  determined  to be invalid or void in
any respect, such determination shall not affect, impair,  invalidate or nullify
the  remaining  provisions  of this Plan which shall  continue in full force and
effect.

20.      Termination of the Plan
         -----------------------

         The Board may  terminate  this  Plan at any time;  otherwise  this Plan
shall  terminate ten years after it is adopted by the Board.  Termination of the
Plan shall not  deprive  Optionees  of their  rights  under  previously  granted
Options.

21.      Governing Law
         -------------

         This Plan  shall be  governed  by the laws of the State of New  Jersey,
except to the extent superseded by Federal law.

22.      Effective Date of Plan
         ----------------------

         This Plan shall become  effective when it is approved by the Board, but
the grant of any  Options  hereunder  is subject to the express  condition  that
within 12 months after the date on which the Plan is approved by the Board,  the
holders of two-thirds of the  outstanding  shares entitled to vote thereon shall
have approved the Plan.



                                      - 6 -



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>ex10-4.txt
<DESCRIPTION>2002 EMPLOYEE EQUITY INCENTIVE PLAN
<TEXT>
                                   PARKE BANK
                       2002 EMPLOYEE EQUITY INCENTIVE PLAN


1.       Purpose
         -------

         The  purpose of this Plan is to further  the  growth,  development  and
financial  success of Parke Bank (the "Company") by enhancing the ability of the
Company to attract  and retain  highly  qualified  officers  and  employees,  to
compensate  them for  their  services  to the  Company,  and,  in so  doing,  to
strengthen  the  alignment  of the  interests  of  these  individuals  with  the
interests  of  the  Company's  shareholders  through  ongoing  ownership  of the
Company's  Common Stock. The options granted under this Plan are not intended to
qualify  as  "incentive  stock  options"  within  the  meaning of ss. 422 of the
Internal Revenue Code of 1986, as amended.

2.       Definitions
         -----------

         2.1      "Board" shall mean the Board of Directors of the Company.

         2.2 "Corporate  Event" shall mean an occurrence in which the Company is
succeeded by another  corporation in a  reorganization,  merger,  consolidation,
acquisition of property or stock, separation or liquidation.

         2.3 "Date of Grant" in  relation  to any Option  shall mean the date on
which the Board or the Committee grants that Option.

         2.4  "Eligible  Employee"  shall  mean an  officer  (who  may also be a
director) or an employee regularly employed on a salaried basis by the Company.

         2.5  "Exercise" in respect of any Option shall mean the delivery by the
Optionee  to the  Company of (a)  written  notice of exercise of Options as to a
specified  number of  Shares;  and (b)  payment  of the  option  price for those
Shares.

         2.6 "Option" shall mean a right to purchase Shares, granted pursuant to
the Plan.

         2.7 "Optionee" shall mean a person holding an Option which has not been
exercised or surrendered and has not expired.

         2.8 "Plan" means this 2002 Employee Equity Incentive Plan, as it may be
amended from time to time.

         2.9  "Shares"  shall mean shares of Common  Stock,  par value $5.00 per
share, of the Company.

                                      - 1 -

<PAGE>

3.       Maximum Number of Shares to be Optioned and Adjustments  in  Number  of
         -----------------------------------------------------------------------
         Optioned Shares
         ---------------

         The maximum number of Shares for which Options may be granted hereunder
is 17,622.  This number shall be adjusted if the number of outstanding Shares is
increased or reduced by split- up, reclassification, stock dividend or the like.
The number of Shares previously  optioned and not theretofore  delivered and the
option  price per Share  shall  likewise  be  adjusted  whenever  the  number of
outstanding  Shares is  increased or reduced by any such  procedure.  Shares for
which  Options  have  expired  or have been  surrendered  may again be  optioned
pursuant to the Plan.

4.       Administration and Interpretation
         ---------------------------------

         This Plan  shall be  administered  by the Board or a  committee  of the
Board (the  "Committee").  The Board and the  Committee may each make such rules
and establish such procedures as each deems  appropriate for the  administration
of this Plan. In the event of any disagreement as to the  interpretation  of the
Plan or any rule or  procedure  thereunder,  the  decision of the Board shall be
final and binding upon all persons in interest.

5.       Granting of Options
         -------------------

         The Board and the  Committee  are each  authorized  to grant Options to
selected Eligible Employees pursuant to this Plan. The number of Shares, if any,
optioned in each year, the Eligible  Employees to whom Options are granted,  and
the number of Shares  optioned to each Eligible  Employee shall be wholly within
the discretion of the Board or the Committee,  subject to the limitation that no
Options shall be granted after April 23, 2012.

6.       Terms of Options
         ----------------

         Subject to the  limitation  prescribed in Section 5 above,  the Options
granted under this Plan shall be on the terms stated in  paragraphs  (a) through
(g) below.  The Board and the  Committee may each specify  additional  terms not
inconsistent  with  this Plan by rules of  general  application  or by  specific
direction in connection with a particular group of Options.

                  (a) The  option  price  shall  be  fixed  by the  Board or the
         Committee  but shall not be less than 100% of the fair market  value of
         the underlying Shares on the date of grant.

                  (b) The  option  price  shall be  payable  in cash,  property,
         services rendered or, under certain  circumstances,  in shares of stock
         of the Company  having a fair market value equal to the option price on
         the date of exercise, or any combination thereof.

                  (c) The Options shall not be  transferable  otherwise  than by
         will or the laws of descent and  distribution and shall be exercisable,
         during the Optionee's lifetime, only by him.

                                      - 2 -

<PAGE>

                  (d) The  Options  shall  expire  ten  years  after the date of
         grant, unless an earlier date is fixed by the Board.

                  (e) The Options  shall  terminate  and may not be exercised if
         the  Optionee  ceases to be an employee of the  Company,  except to the
         extent provided in Section 7 below.

                  (f) If the Company is succeeded by another  company because of
         a Corporate Event,  the successor  company shall assume the outstanding
         Options granted under this Plan or shall substitute new options for the
         outstanding  Options.  In determining the substitution of Options,  the
         Optionee  shall be regarded as if the  Optionee  had been the holder of
         record  of  the  number  of  Shares   which  were  subject  to  Options
         immediately  prior  to the  Corporate  Event.  The  Optionee  shall  be
         entitled  upon the exercise of such Options to receive such  securities
         of the surviving or resulting  corporation as the board of directors of
         that  corporation  shall  determine  to be  equivalent,  as  nearly  as
         practicable,  to the nearest  whole number and class of shares of stock
         or other  securities  to which the  Optionee  would have been  entitled
         under the terms of the agreement governing the Corporate Event.

                  (g) The  granting of any Options  shall  impose no  obligation
         upon the Optionee to exercise such Options.

7.       Exercise Rights upon Termination of Employment
         ----------------------------------------------

         7.1 If an Optionee becomes disabled, he may exercise his Options during
the one year period  commencing on his disability  commencement  date, but in no
event  later  than the date on which  the  Options  would  have  expired  if the
Optionee  had not  become  disabled.  During  such  period  the  Options  may be
exercised  only to the extent  that the  Optionee  was  entitled to do so at his
disability  commencement  date.  To the extent the Options are not so exercised,
the Options shall expire at the end of such period. For purposes of this Section
7.1, an Optionee shall be deemed to be disabled if he is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental  impairment  which can be expected to result in death or which has lasted
or can be expected to last for a continuous  period of more than 12 months.  The
Company  reserves the right to require the Optionee to provide medical  evidence
of such disability.

         7.2 If an  Optionee  dies  during a period in which he is  entitled  to
exercise any Options  (including  the period  referred to in Section 7.1 above),
the Options shall  terminate  one year after the date of death,  but in no event
later than the date on which the Options  would have expired if the Optionee had
lived.  During  such  period the  Options  may be  exercised  by the  Optionee's
executor or  administrator  or by any person or persons who shall have  acquired
the Options  directly from the Optionee by bequest or  inheritance.  The Options
may only be  exercised  to the extent that the Optionee was entitled to do so at
the date of death and,  to the  extent the  Options  are not so  exercised,  the
Options shall expire at the end of such period.

                                      - 3 -

<PAGE>

         7.3 If an executive  officer of the Company ceases to be an employee of
the Company, he may exercise his Options during the three month period beginning
on his employment termination date, but in no event later than the date on which
any Options  would have  expired if the Optionee had remained an employee of the
Company. During such period the Options may be exercised only to the extent that
the Optionee was entitled to do so on his  employment  termination  date and, to
the extent the Options are not so exercised, the Options shall expire at the end
of such  three-month  period.  The Optionee shall not have the right to exercise
any Options if the Optionee's employment was terminated for "cause." Termination
for "cause" shall include theft;  falsification of records; fraud; embezzlement;
gross  negligence  or willful  misconduct;  causing  the  Company to violate any
federal,  state or local law, or administrative  regulation or ruling having the
force and effect of law;  insubordination;  conflict of  interest;  diversion of
corporate  opportunity;  or conduct  that  results in  publicity  that  reflects
unfavorably on the Company.

8.       Additional Requirements
         -----------------------

         Upon the  exercise  of any  Options  granted  hereunder  the  Board may
require the Optionee to deliver the following:

                  (a) A  written  statement  that the  Optionee  (or such  other
         person) is  purchasing  the Shares for  investment  and not with a view
         toward  their  distribution  or sale and will not sell or transfer  any
         shares  received upon the exercise of the Options  except in accordance
         with the  Securities  Act of 1933,  as amended,  and  applicable  state
         securities laws;

                  (b) Evidence  reasonably  satisfactory  to the Company that at
         the time of exercise  the Optionee  (or such other  Person)  meets such
         other requirements as the Board may determine; and

                  (c) Evidence  reasonably  satisfactory  to the Company that at
         the time of  exercise,  the exercise of the Options by the Optionee (or
         such other  person)  and the  delivery  of Shares by the  Company  upon
         exercise comply with all applicable federal and state securities laws.

9.       Common Stock Subject to Options
         -------------------------------

         The shares issuable upon exercise of Options  granted  hereunder may be
unissued shares or treasury shares,  including shares bought on the open market.
The Company at all times during the term of this Plan shall reserve for issuance
the number of Shares issuable upon exercise of Options granted hereunder.

                                      - 4 -

<PAGE>

10.      Compliance with Governmental and Other Regulations
         --------------------------------------------------

         The Company will not be  obligated to issue and sell the Shares  issued
pursuant to Options  granted  hereunder if, in the opinion of its counsel,  such
issuance and sale would violate any applicable federal or state securities laws.
The Company will seek to obtain from each regulatory commission or agency having
jurisdiction such authority as may be required to issue and sell Shares issuable
upon  exercise of any Options  granted  hereunder.  Inability  of the Company to
obtain from any such regulatory commission or agency authority which counsel for
the Company  deems  necessary  for the lawful  issuance  and sale of Shares upon
exercise of any Options  granted  hereunder  shall  relieve the Company from any
liability  for  failure to issue and sell such  Shares  until the time when such
authority is obtained or is obtainable.

11.      Nonassignment of Options
         ------------------------

         Except as  otherwise  provided in  Paragraph  6(c)  above,  any Options
granted  hereunder and the rights and privileges  conferred  hereby shall not be
transferred,  assigned, pledged or hypothecated in any way (whether by operation
of law or  otherwise)  and shall not be  subject  to  execution,  attachment  or
similar process. Upon any attempt to transfer,  assign,  pledge,  hypothecate or
otherwise dispose of such Option,  right or privilege contrary to the provisions
hereof,  or upon the levy or any  attachment or similar  process upon the rights
and  privileges  conferred  hereby,  such Options and the rights and  privileges
conferred hereby shall immediately terminate.

12.      Rights of Optionee in Stock
         ---------------------------

         Neither any Optionee nor the legal representatives,  heirs, legatees or
distributees  of any  Optionee,  shall be deemed to be the holder of, or to have
any of the rights of a holder with respect to, any Shares issuable upon exercise
of any Options granted  hereunder unless and until such Shares are issued to him
or them and such person or persons have received a certificate  or  certificates
therefor.

13.      Delivery of Shares Issued Pursuant to Options
         ---------------------------------------------

         Subject  to the  other  terms and  conditions  of this  Plan,  upon the
exercise  of any  Options  granted  hereunder,  the  Company  shall  sell to the
Optionee the Shares with respect to which the Options have been exercised.

14.      Withholding of Applicable Taxes
         -------------------------------

         The  Company  shall  have the  right to  reduce  the  number  of Shares
otherwise  required to be issued upon exercise of any Options granted  hereunder
by an amount which would have a fair market  value on the date of such  exercise
equal to all  federal,  state,  city or other  taxes as shall be  required to be
withheld by the Company pursuant to any statute or other governmental regulation

                                      - 5 -

<PAGE>

or ruling.  In connection with such  withholding,  the Company may make any such
arrangements as are consistent with this Plan as it may deem appropriate.

15.      Plan and Options Not to Affect Employment
         -----------------------------------------

         Neither this Plan nor any Options  granted  hereunder shall confer upon
any Eligible Employee any right to continue in the employ of the Company.

16.      Amendment or Termination of Plan
         --------------------------------

         16.1 The Plan shall remain in effect until all Options granted under it
have been  satisfied  by the  issuance  of Shares;  provided,  however,  that no
Options may be granted after April 23, 2012.

         16.2 The Board may amend, modify,  suspend or terminate the Plan at any
time, subject to any required  shareholder  approval or any shareholder approval
that the Board may deem to be advisable for any reason,  such as for the purpose
of obtaining or  retaining  any  statutory  or  regulatory  benefits  under tax,
securities or other laws or satisfying  any applicable  stock  exchange  listing
requirements;  provided, however, that no amendment,  modification suspension or
termination of the Plan will alter or impair any rights or obligations under any
outstanding Option without the consent of the Optionee.

         16.3 No Option may be granted during any period of suspension nor after
termination of the Plan.

17.      Notice
         ------

         Any notice required or permitted  hereunder shall be sufficiently given
only if sent by registered or certified mail, postage prepaid,  addressed to the
Company at 601 Delsea Drive,  Sewell,  New Jersey 08080,  and to the Optionee at
the address on file with the Company at the time of grant hereunder,  or to such
other  address  as either  party may  hereafter  designate  in writing by notice
similarly given by one party to the other.

18.      Successors
         ----------

         The  Plan  shall  be  binding  upon and  inure  to the  benefit  of any
successor or successors of the Company.

19.      Severability
         ------------

         If any part of this Plan shall be  determined  to be invalid or void in
any respect, such determination shall not affect, impair,  invalidate or nullify
the remaining  provisions of this Plan,  which shall  continue in full force and
effect.

                                      - 6 -

<PAGE>

20.      Governing Law
         -------------

         This Plan shall be  governed by the  internal  laws of the State of New
Jersey, except to the extent superseded by federal law.

22.      Effective Date of Plan
         ----------------------

         This Plan shall become  effective when it is approved by the Board, but
the grant of any  Options  hereunder  is subject to the express  condition  that
within 12 months after the date on which the Plan is approved by the Board,  the
holders of two-thirds of the  outstanding  shares entitled to vote thereon shall
have approved the Plan.


                                      - 7 -


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>13
<FILENAME>ex10-5.txt
<DESCRIPTION>2003 STOCK OPTION PLAN
<TEXT>
                                   PARKE BANK

                             2003 STOCK OPTION PLAN
                             ----------------------


         1.  Purpose  of the Plan.  The Plan  shall be known as the  PARKE  BANK
             --------------------
("Bank")  2003 Stock  Option  Plan (the  "Plan").  The purpose of the Plan is to
attract  and  retain   qualified   personnel   for   positions  of   substantial
responsibility  and to provide  additional  incentive to officers and  employees
providing services to the Bank, or any present or future parent or subsidiary of
the Bank to promote the success of the business. The Plan is intended to provide
for the grant of "Incentive Stock Options," within the meaning of Section 422 of
the  Internal  Revenue Code of 1986,  as amended (the "Code") and  Non-Incentive
Stock  Options,  options  that do not so  qualify.  The  provisions  of the Plan
relating to  Incentive  Stock  Options  shall be  interpreted  to conform to the
requirements of Section 422 of the Code.

          2. Definitions. The following words and phrases when used in this Plan
             -----------
with an initial capital letter,  unless the context clearly indicates otherwise,
shall have the meaning as set forth below. Wherever  appropriate,  the masculine
pronoun  shall include the feminine  pronoun and the singular  shall include the
plural.

                  "Award" means the grant by the Committee of an Incentive Stock
Option or a Non-Incentive Stock Option, or any combination  thereof, as provided
in the Plan.

                  "Bank"  shall  mean  Parke  Bank and any  successor  or Parent
thereto.

                  "Board"  shall mean the Board of Directors of the Bank, or any
successor or parent corporation thereto.

                  "Change in  Control"  shall  mean:  (i) the sale of all,  or a
material portion, of the assets of the Bank; (ii) the merger or recapitalization
of the Bank  whereby  the Bank is not the  surviving  entity;  (iii) a change in
control  of the Bank,  as  otherwise  defined  or  determined  by the New Jersey
Department of Banking and Insurance,  or regulations  promulgated by it; or (iv)
the acquisition, directly or indirectly, of the beneficial ownership (within the
meaning of that term as it is used in Section 13(d) of the  Securities  Exchange
Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five
percent (25%) or more of the  outstanding  voting  securities of the Bank by any
person,  trust, entity or group. This limitation shall not apply to the purchase
of shares by  underwriters  in connection  with a public offering of Bank stock.
The term "person" refers to an individual or a corporation,  partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein.

                  "Code"  shall  mean the  Internal  Revenue  Code of  1986,  as
amended, and regulations promulgated thereunder.

                                       -1-

<PAGE>

                  "Committee"  shall  mean  the  Board  or  the   administrative
committee appointed by the Board in accordance with Section 5(a) of the Plan.

                  "Common Stock" shall mean the common stock of the Bank, or any
successor or parent corporation thereto.

                  "Continuous  Employment" or "Continuous Status as an Employee"
shall mean the absence of any interruption or termination of employment with the
Bank or any present or future Parent or Subsidiary of the Bank. Employment shall
not be considered  interrupted in the case of sick leave,  military leave or any
other leave of absence approved by the Bank or in the case of transfers  between
payroll locations, of the Bank or between the Bank, its Parent, its Subsidiaries
or a successor.

                  "Director"  shall  mean a member of the Board of the Bank,  or
any successor or parent corporation thereto.

                  "Disability"   means  (a)  with  respect  to  Incentive  Stock
Options,  the "permanent  and total  disability" of the Employee as such term is
defined at Section  22(e)(3) of the Code; and (b) with respect to  Non-Incentive
Stock Options,  any physical or mental  impairment which renders the Participant
incapable of  continuing  in the  employment  or service of the Bank in his then
current capacity as determined by the Committee.

                  "Effective  Date" shall mean the date  specified in Section 14
hereof.

                  "Employee"  shall mean any person  employed by the Bank or any
present or future Parent or Subsidiary of the Bank.

                  "Fair  Market  Value"  shall mean:  (i) if the Common Stock is
traded otherwise than on a national  securities  exchange,  then the Fair Market
Value per Share shall be equal to the mean between the last bid and ask price of
such  Common  Stock on such  date or,  if there is no bid and ask  price on said
date,  then on the  immediately  prior business day on which there was a bid and
ask price. If no such bid and ask price is available, then the Fair Market Value
shall be determined by the Committee in good faith;  or (ii) if the Common Stock
is listed on a national  securities  exchange,  then the Fair  Market  Value per
Share shall be not less than the average of the highest and lowest selling price
of such Common Stock on such exchange on such date, or if there were no sales on
said date,  then the Fair Market  Value shall be not less than the mean  between
the last bid and ask price on such date.

                  "Incentive  Stock  Option"  or "ISO"  shall  mean an option to
purchase  Shares granted by the Committee  pursuant to Section 8 hereof which is
subject to the limitations and  restrictions of Section 8 hereof and is intended
to qualify as an incentive stock option under Section 422 of the Code.

                                       -2-

<PAGE>

                  "Non-Incentive Stock Option" or "Non-ISO" shall mean an option
to purchase  Shares  granted  pursuant to Section 9 hereof,  which option is not
intended to qualify under Section 422 of the Code.

                  "Option" shall mean an Incentive Stock Option or Non-Incentive
Stock Option  granted  pursuant to this Plan providing the holder of such Option
with the right to purchase Common Stock.

                  "Optioned Stock" shall mean stock subject to an Option granted
pursuant to the Plan.

                  "Optionee"  shall mean any person  who  receives  an Option or
Award pursuant to the Plan.

                  "Parent"  shall mean any present or future  corporation  which
would be a "parent  corporation"  as defined in  Sections  424(e) and (g) of the
Code.

                  "Participant" means any officer or employee of the Bank or any
Parent or Subsidiary of the Bank providing a service to the Bank who is selected
by the Committee to receive an Award, or who by the express terms of the Plan is
granted an Award.

                  "Plan" shall mean the Parke Bank 2003 Stock Option Plan.

                  "Share" shall mean one share of the Common Stock.

                  "Subsidiary"  shall  mean any  present  or future  corporation
which  constitutes a "subsidiary  corporation" as defined in Sections 424(f) and
(g) of the Code.

          3. Shares  Subject to the Plan.  Except as  otherwise  required by the
             ---------------------------
provisions of Section 12 hereof,  the aggregate number of Shares with respect to
which Awards may be made  pursuant to the Plan shall not exceed  73,749  Shares.
Such  Shares  may  either  be from  authorized  but  unissued  shares  or shares
purchased  in the market for Plan  purposes.  If an Award shall  expire,  become
unexercisable,  or be forfeited for any reason prior to its exercise, new Awards
may be granted  under the Plan with  respect to the number of Shares as to which
such expiration has occurred.

         4. Six Month Holding Period.
            ------------------------

                  Subject to vesting requirements,  if applicable, except in the
event of death or Disability of the Optionee or a Change in Control of the Bank,
a minimum of six months must  elapse  between the date of the grant of an Option
and the date of the sale of the Common  Stock  received  through the exercise of
such Option.

                                       -3-

<PAGE>

          5. Administration of the Plan.
             --------------------------

                  (a)   Composition  of  the   Committee.   The  Plan  shall  be
administered  by the Board of Directors  of the Bank or a Committee  which shall
consist of not less than two  Directors  of the Bank  appointed by the Board and
serving at the pleasure of the Board.  All persons  designated as members of the
Committee shall meet the  requirements of a "Non-Employee  Director"  within the
meaning of Rule 16b-3 under the Securities  Exchange Act of 1934, as amended, as
found at 17 CFR ss.240.16b-3 to the extent feasible.

                  (b) Powers of the Committee.  The Committee is authorized (but
only to the extent not  contrary  to the  express  provisions  of the Plan or to
resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and
rescind  rules and  regulations  relating to the Plan, to determine the form and
content of Awards to be issued  under the Plan and to make other  determinations
necessary or advisable for the  administration  of the Plan,  and shall have and
may  exercise  such other power and  authority  as may be delegated to it by the
Board from time to time. A majority of the entire  Committee shall  constitute a
quorum and the action of a majority  of the  members  present at any  meeting at
which a quorum is present  shall be deemed the  action of the  Committee.  In no
event may the Committee  revoke  outstanding  Awards  without the consent of the
Participant.

                  The President of the Bank and such other  officers as shall be
designated by the Committee are hereby authorized to execute written  agreements
evidencing Awards on behalf of the Bank and to cause them to be delivered to the
Participants.  Such agreements  shall set forth the Option  exercise price,  the
number of shares of Common Stock subject to such Option,  the expiration date of
such Options, and such other terms and restrictions  applicable to such Award as
are determined in accordance with the Plan or the actions of the Committee.

                  (c)   Effect   of   Committee's   Decision.   All   decisions,
determinations  and   interpretations  of  the  Committee  shall  be  final  and
conclusive on all persons affected thereby.

          6. Eligibility for Awards and Limitations.
             --------------------------------------

                  (a) The  Committee  shall  from  time to  time  determine  the
officers and employees who shall be granted Awards under the Plan, the number of
Awards to be granted to each such persons,  and whether  Awards  granted to each
such Participant  under the Plan shall be Incentive and/or  Non-Incentive  Stock
Options.  In selecting  Participants  and in determining the number of Shares of
Common Stock to be granted to each such Participant,  the Committee may consider
the nature of the prior and anticipated  future  services  rendered by each such
Participant,  each such Participant's current and potential  contribution to the
Bank and such other factors as the Committee may, in its sole  discretion,  deem
relevant.  Participants  who have  been  granted  an  Award  may,  if  otherwise
eligible, be granted additional Awards.

                                       -4-

<PAGE>

                  (b) The aggregate Fair Market Value (determined as of the date
the Option is  granted)  of the Shares  with  respect to which  Incentive  Stock
Options are  exercisable for the first time by each Employee during any calendar
year (under all Incentive  Stock Option plans,  as defined in Section 422 of the
Code,  of the Bank or any present or future  Parent or  Subsidiary  of the Bank)
shall not exceed $100,000.  Notwithstanding the prior provisions of this Section
6, the  Committee  may grant  Options  in excess of the  foregoing  limitations,
provided said Options shall be clearly and specifically  designated as not being
Incentive Stock Options.

                  (c) In no event shall Shares subject to Options granted to any
Participant  exceed more than 50% of the total number of Shares  authorized  for
delivery under the Plan.

          7. Term of the Plan.  The Plan shall  continue in effect for a term of
             ----------------
ten (10) years from the Effective  Date,  unless sooner  terminated  pursuant to
Section 17  hereof.  No Option  shall be  granted  under the Plan after ten (10)
years from the Effective Date.

          8. Terms and Conditions of Incentive  Stock Options.  Incentive  Stock
             ------------------------------------------------
Options may be granted only to  Participants  who are Employees.  Each Incentive
Stock Option granted pursuant to the Plan shall be evidenced by an instrument in
such form as the Committee shall from time to time approve. Each Incentive Stock
Option  granted  pursuant to the Plan shall comply with,  and be subject to, the
following terms and conditions:

                  (a) Option Price.

                         (i) The price per Share at which each  Incentive  Stock
Option granted by the Committee under the Plan may be exercised shall not, as to
any particular Incentive Stock Option, be less than the Fair Market Value of the
Common  Stock  on  the  date  that  such  Incentive  Stock  Option  is  granted.
Notwithstanding  anything to the contrary,  in no event shall the exercise price
of such Options be less than $5.00 per Share, representing the par value of such
Common Stock.

                         (ii) In the case of an Employee  who owns Common  Stock
representing more than ten percent (10%) of the outstanding  Common Stock at the
time the Incentive Stock Option is granted,  the Incentive Stock Option exercise
price  shall not be less than one  hundred  and ten  percent  (110%) of the Fair
Market Value of the Common Stock on the date that the Incentive  Stock Option is
granted.

                  (b)  Payment.  Full  payment  for each  Share of Common  Stock
purchased upon the exercise of any Incentive Stock Option granted under the Plan
shall be made at the time of exercise of each such  Incentive  Stock  Option and
shall be paid in cash (in United States Dollars),  Common Stock or a combination
of cash and Common Stock.  Common Stock  utilized in full or partial  payment of
the  exercise  price  shall be  valued at the Fair  Market  Value at the date of
exercise.  The Bank shall accept full or partial payment in Common Stock only to
the extent  permitted  by  applicable  law.  No Shares of Common  Stock shall be
issued until full payment has been received by the Bank,  and no Optionee  shall
have any of the rights of a stockholder of the Bank until Shares of Common Stock
are issued to the Optionee.

                                       -5-

<PAGE>

                  (c) Term of Incentive Stock Option. The term of exercisability
of each Incentive  Stock Option  granted  pursuant to the Plan shall be not more
than ten (10) years from the date each such  Incentive  Stock Option is granted,
provided that in the case of an Employee who owns stock  representing  more than
ten percent  (10%) of the Common  Stock  outstanding  at the time the  Incentive
Stock  Option is granted,  the term of  exercisability  of the  Incentive  Stock
Option shall not exceed five (5) years.

                  (d)  Exercise  Generally.  Except  as  otherwise  provided  in
Section  10 hereof,  no  Incentive  Stock  Option  may be  exercised  unless the
Optionee  shall  have been in the  employ of the Bank at all  times  during  the
period  beginning with the date of grant of any such Incentive  Stock Option and
ending on the date three (3) months  prior to the date of  exercise  of any such
Incentive Stock Option. The Committee may impose additional  conditions upon the
right of an Optionee to exercise any Incentive  Stock Option  granted  hereunder
which are not  inconsistent  with the terms of the Plan or the  requirements for
qualification as an Incentive Stock Option.

                  (e) Cashless  Exercise.  Subject to vesting  requirements,  if
applicable,  an Optionee who has held an Incentive Stock Option for at least six
months may engage in the  "cashless  exercise"  of the  Option.  Upon a cashless
exercise,  an Optionee shall give the Bank written notice of the exercise of the
Option together with an order to a registered  broker-dealer or equivalent third
party,  to sell part or all of the Optioned  Stock and to deliver  enough of the
proceeds  to the  Bank to pay  the  Option  exercise  price  and any  applicable
withholding  taxes.  If the Optionee does not sell the Optioned  Stock through a
registered  broker-dealer  or equivalent  third party, the Optionee can give the
Bank written notice of the exercise of the Option and the third party  purchaser
of the Optioned  Stock shall pay the Option  exercise  price plus any applicable
withholding  taxes to the Bank. The Option shall not be deemed  exercised  until
the Bank has received full payment for the exercise price of such Option.

                  (f)   Transferability.   An  Incentive  Stock  Option  granted
pursuant to the Plan shall be exercised  during an  Optionee's  lifetime only by
the Optionee to whom it was granted and shall not be assignable or  transferable
otherwise than by will or by the laws of descent and distribution.

          9.  Terms  and  Conditions  of  Non-Incentive   Stock  Options.   Each
              ----------------------------------------------------------
Non-Incentive Stock Option granted pursuant to the Plan shall be evidenced by an
instrument in such form as the Committee  shall from time to time approve.  Each
Non-Incentive Stock Option granted pursuant to the Plan shall comply with and be
subject to the following terms and conditions.

                  (a) Option Price. The exercise price per Share of Common Stock
for each  Non-Incentive  Stock Option  granted  pursuant to the Plan shall be at
such price as the  Committee  may  determine in its sole  discretion,  but in no
event less than the Fair Market  Value of such Common Stock on the date of grant
as determined by the  Committee in good faith.  Notwithstanding  anything to the
contrary,  in no event  shall the  exercise  price of such  Options be less than
$5.00 per Share, representing the par value of such Common Stock.

                                       -6-

<PAGE>

                  (b)  Payment.  Full  payment  for each  Share of Common  Stock
purchased upon the exercise of any Non-Incentive  Stock Option granted under the
Plan  shall be made at the time of  exercise  of each such  Non-Incentive  Stock
Option and shall be paid in cash (in United States  Dollars),  Common Stock or a
combination  of cash and Common Stock.  Common Stock utilized in full or partial
payment of the  exercise  price shall be valued at its Fair Market  Value at the
date of exercise.  The Bank shall accept full or partial payment in Common Stock
only to the extent  permitted by applicable law. No Shares of Common Stock shall
be issued until full payment has been received by the Bank and no Optionee shall
have any of the rights of a  stockholder  of the Bank until the Shares of Common
Stock are issued to the Optionee.

                  (c) Term.  The term of  exercisability  of each  Non-Incentive
Stock Option granted  pursuant to the Plan shall be not more than ten (10) years
from the date each such Non-Incentive Stock Option is granted.

                  (d) Exercise  Generally.  The Committee may impose  additional
conditions upon the right of any Participant to exercise any Non-Incentive Stock
Option granted hereunder which is not inconsistent with the terms of the Plan.

                  (e) Cashless  Exercise.  Subject to vesting  requirements,  if
applicable,  an Optionee who has held a Non-Incentive  Stock Option for at least
six months may engage in the "cashless  exercise" of the Option. Upon a cashless
exercise,  an Optionee shall give the Bank written notice of the exercise of the
Option together with an order to a registered  broker-dealer or equivalent third
party,  to sell part or all of the Optioned  Stock and to deliver  enough of the
proceeds  to the  Bank to pay  the  Option  exercise  price  and any  applicable
withholding  taxes.  If the Optionee does not sell the Optioned  Stock through a
registered  broker-dealer  or equivalent  third party, the Optionee can give the
Bank written notice of the exercise of the Option and the third party  purchaser
of the Optioned  Stock shall pay the Option  exercise  price plus any applicable
withholding  taxes to the Bank. The Option shall not be deemed  exercised  until
the Bank has received full payment for the exercise price of such Option.

                  (f)  Transferability.  Any Non-Incentive  Stock Option granted
pursuant to the Plan shall be exercised  during an  Optionee's  lifetime only by
the Optionee to whom it was granted and shall not be assignable or  transferable
otherwise than by will or by the laws of descent and distribution.

         10.  Effect  of  Termination  of  Employment,  Disability  or  Death on
              ------------------------------------------------------------------
Incentive Stock Options.
- ------------------------

                  (a)   Termination  of  Employment.   In  the  event  that  any
Optionee's  employment with the Bank shall terminate for any reason,  other than
Disability or death, all of any such Optionee's Incentive Stock Options, and all
of any such  Optionee's  rights to  purchase or receive  Shares of Common  Stock
pursuant thereto,  shall automatically  terminate on the earlier of (i) or (ii):
(i) the respective expiration dates of any such Incentive Stock Options, or (ii)
the date  which is  three  months  following  the  date of such  termination  of
employment.  In the event that a  Subsidiary  ceases to be a  Subsidiary  of the
Bank, the employment of all of its employees who are

                                      -7-

<PAGE>

not  immediately  thereafter  employees of the Bank shall be deemed to terminate
upon the date such Subsidiary so ceases to be a Subsidiary of the Bank.

                  (b)  Disability.  In the event that any Optionee's  employment
with the Bank shall  terminate as the result of the Disability of such Optionee,
such Optionee may exercise any Incentive  Stock Options  granted to the Optionee
pursuant  to the Plan at any time  prior to the  earlier  of (i) the  respective
expiration  dates of any such Incentive  Stock Options or (ii) the date which is
one (1) year after the date of such termination of employment,  but only if, and
to the extent that,  the  Optionee  was entitled to exercise any such  Incentive
Stock Options at the date of such termination of employment.

                  (c)  Death.  In the  event of the  death of an  Optionee,  any
Incentive  Stock Options granted to such Optionee may be exercised by the person
or persons to whom the Optionee's  rights under any such Incentive Stock Options
pass  by  will  or by the  laws  of  descent  and  distribution  (including  the
Optionee's estate during the period of  administration) at any time prior to the
earlier  of (i) the  respective  expiration  dates of any such  Incentive  Stock
Options or (ii) the date which is two (2) years  after the date of death of such
Optionee  but only if, and to the extent  that,  the  Optionee  was  entitled to
exercise any such Incentive Stock Options at the date of death.  For purposes of
this Section  10(c),  any  Incentive  Stock Option held by an Optionee  shall be
considered  exercisable  at the  date  of his  death  if  the  only  unsatisfied
condition  precedent to the exercisability of such Incentive Stock Option at the
date of death is the passage of a specified period of time. At the discretion of
the Committee,  upon exercise of such Options the Optionee may receive Shares or
cash or a  combination  thereof.  If cash shall be paid in lieu of Shares,  such
cash shall be equal to the  difference  between  the Fair  Market  Value of such
Shares and the exercise price of such Options on the exercise date.

                  (d) Incentive Stock Options Deemed  Exercisable.  For purposes
of Sections 10(a), 10(b) and 10(c) above, any Incentive Stock Option held by any
Optionee  shall  be  considered  exercisable  at  the  date  of  termination  of
employment if any such  Incentive  Stock Option would have been  exercisable  at
such date of termination of employment without regard to the Disability or death
of the Participant.

                  (e) Termination of Incentive  Stock Options.  Except as may be
specified by the Committee at the time of grant of an Option, to the extent that
any  Incentive  Stock  Option  granted  under  the  Plan to any  Optionee  whose
employment  with the Bank  terminates  shall not have been exercised  within the
applicable period set forth in this Section 10, any such Incentive Stock Option,
and all rights to purchase or receive Shares of Common Stock  pursuant  thereto,
as the case may be, shall terminate on the last day of the applicable period.

         11.  Effect  of  Termination  of  Employment,  Disability  or  Death on
              ------------------------------------------------------------------
Non-Incentive  Stock Options.  The terms and conditions of  Non-Incentive  Stock
- ----------------------------
Options  relating to the effect of  termination  of an Optionee's  employment or
service,  Disability  of an  Optionee  or his  death  shall  be such  terms  and
conditions as the Committee shall, in its sole discretion, determine at the time
of termination of service,  unless specifically provided for by the terms of the
Agreement at the time of grant of the Award.

                                       -8-

<PAGE>

         12.  Recapitalization,  Merger,  Consolidation,  Change in Control  and
              ------------------------------------------------------------------
Other Transactions.
- -------------------

                  (a)  Adjustment.   Subject  to  any  required  action  by  the
stockholders  of the Bank,  within the sole  discretion  of the  Committee,  the
aggregate  number of Shares of Common  Stock for which  Options  may be  granted
hereunder,  the number of Shares of Common  Stock  covered  by each  outstanding
Option,  and the  exercise  price per Share of Common Stock of each such Option,
shall all be proportionately adjusted for any increase or decrease in the number
of issued and outstanding Shares of Common Stock resulting from a subdivision or
consolidation   of  Shares   (whether   by  reason  of  merger,   consolidation,
recapitalization,   reclassification,   split-up,   combination  of  shares,  or
otherwise) or the payment of a stock  dividend (but only on the Common Stock) or
any other  increase or  decrease  in the number of such  Shares of Common  Stock
effected without the receipt or payment of consideration by the Bank (other than
Shares held by dissenting stockholders).

                  (b) Change in Control.  All  outstanding  Awards  shall become
immediately  exercisable in the event of a Change in Control of the Bank. In the
event of such a Change in Control, the Committee and the Board of Directors will
take one or more of the following actions to be effective as of the date of such
Change in Control:

                           (i) provide  that such Options  shall be assumed,  or
equivalent options shall be substituted, ("Substitute Options") by the acquiring
or succeeding corporation (or an affiliate thereof), provided that: (A) any such
Substitute  Options  exchanged  for  Incentive  Stock  Options  shall  meet  the
requirements of Section 424(a) of the Code, and (B) the shares of stock issuable
upon  the  exercise  of such  Substitute  Options  shall  constitute  securities
registered in accordance  with the  Securities  Act of 1933, as amended,  ("1933
Act") or such  securities  shall be exempt from such  registration in accordance
with  Sections  3(a)(2) or 3(a)(5) of the 1933 Act,  (collectively,  "Registered
Securities"),  or in  the  alternative,  if the  securities  issuable  upon  the
exercise of such Substitute Options shall not constitute Registered  Securities,
then the  Optionee  will  receive  upon  consummation  of the  Change in Control
transaction a cash payment for each Option  surrendered  equal to the difference
between (1) the Fair Market Value of the  consideration  to be received for each
share of Common Stock in the Change in Control  transaction  times the number of
shares  of  Common  Stock  subject  to  such  surrendered  Options,  and (2) the
aggregate exercise price of all such surrendered Options, or

                           (ii) in the event of a transaction under the terms of
which the holders of the Common Stock of the Bank will receive upon consummation
thereof a cash  payment  (the  "Merger  Price")  for each share of Common  Stock
exchanged in the Change in Control transaction, to make or to provide for a cash
payment to the Optionees  equal to the  difference  between (A) the Merger Price
times the number of shares of Common Stock  subject to such Options held by each
Optionee (to the extent then  exercisable  at prices not in excess of the Merger
Price) and (B) the aggregate  exercise price of all such surrendered  Options in
exchange for such surrendered Options.

                                       -9-

<PAGE>

                  (c)  Extraordinary   Corporate  Action.   Notwithstanding  any
provisions  of the Plan to the contrary,  subject to any required  action by the
stockholders   of  the   Bank,   in  the  event  of  any   Change  in   Control,
recapitalization,   merger,   consolidation,   exchange  of  Shares,   spin-off,
reorganization,   tender  offer,   partial  or  complete  liquidation  or  other
extraordinary  corporate action or event, the Committee, in its sole discretion,
shall have the power, prior or subsequent to such action or event to:

                            (i)  appropriately  adjust  the  number of Shares of
Common Stock  subject to each  Option,  the Option  exercise  price per Share of
Common Stock, and the consideration to be given or received by the Bank upon the
exercise of any outstanding Option;

                           (ii) cancel any or all  previously  granted  Options,
provided that  appropriate  consideration  is paid to the Optionee in connection
therewith; and/or

                           (iii) make such other  adjustments in connection with
the Plan as the Committee, in its sole discretion,  deems necessary,  desirable,
appropriate or advisable;  provided,  however,  that no action shall be taken by
the Committee which would cause Incentive Stock Options granted  pursuant to the
Plan to fail to meet the  requirements  of Section  422 of the Code  without the
consent of the Optionee.

                  (d)  Acceleration.  The Committee  shall at all times have the
power to accelerate  the exercise date of Options  previously  granted under the
Plan.

                  (e) Non-recurring Dividends.  Upon the payment of a special or
non-recurring  cash  dividend  that has the effect of a return of capital to the
stockholders,   the  Option   exercise   price  per  share   shall  be  adjusted
proportionately and in an equitable manner.

         Except as expressly provided in Sections 12(a), 12(b) and 12(e) hereof,
no  Optionee  shall  have any rights by reason of the  occurrence  of any of the
events described in this Section 12.

         13. Time of Granting Options.  The date of grant of an Option under the
             ------------------------
Plan  shall,  for all  purposes,  be the date on which the  Committee  makes the
determination of granting such Option. Notice of the grant of an Option shall be
given to each  individual  to whom an Option is so granted  within a  reasonable
time after the date of such grant in a form determined by the Committee.

         14.  Effective  Date. The Plan shall become  effective upon the date of
              ---------------
approval of the Plan by the  stockholders  of the Bank. The Committee may make a
determination  related to Awards prior to the Effective Date with such Awards to
be effective upon the date of stockholder approval of the Plan.

         15.   Approval  by   Stockholders.   The  Plan  shall  be  approved  by
               ---------------------------
stockholders  of the Bank within twelve (12) months before or after the date the
Plan is approved by the Board.

                                      -10-

<PAGE>

         16.  Modification  of Options.  At any time and from time to time,  the
              ------------------------
Board may  authorize  the  Committee to direct the  execution  of an  instrument
providing  for the  modification  of any  outstanding  Option,  provided no such
modification, extension or renewal shall confer on the holder of said Option any
right or benefit  which could not be conferred on the Optionee by the grant of a
new  Option  at such  time,  or shall not  materially  decrease  the  Optionee's
benefits  under the Option  without  the  consent  of the holder of the  Option,
except as otherwise permitted under Section 17 hereof.

         17. Amendment and Termination of the Plan.
             -------------------------------------

                  (a)  Action by the  Board.  The Board may  alter,  suspend  or
discontinue  the Plan,  except that no action of the Board may  increase  (other
than as provided in Section 12 hereof) the maximum number of Shares permitted to
be  optioned  under the Plan,  materially  increase  the  benefits  accruing  to
Participants   under  the  Plan  or  materially   modify  the  requirements  for
eligibility for  participation in the Plan unless such action of the Board shall
be subject to approval or ratification by the stockholders of the Bank.

                  (b)  Change  in  Applicable  Law.  Notwithstanding  any  other
provision  contained  in the Plan,  in the event of a change in any  federal  or
state law,  rule or  regulation  which would make the exercise of all or part of
any previously  granted Option unlawful or subject the Bank to any penalty,  the
Committee may restrict any such exercise  without the consent of the Optionee or
other holder thereof in order to comply with any such law, rule or regulation or
to avoid any such penalty.

         18. Conditions Upon Issuance of Shares; Limitations on Option Exercise;
- --------------------------------------------------------------------------------
Cancellation of Option Rights.
- ------------------------------

                  (a)  Shares  shall not be issued  with  respect  to any Option
granted  under the Plan unless the  issuance  and  delivery of such Shares shall
comply with all  relevant  provisions  of  applicable  law,  including,  without
limitation,  the Securities Act of 1933, as amended,  the rules and  regulations
promulgated   thereunder,   any  applicable   state   securities  laws  and  the
requirements of any stock exchange upon which the Shares may then be listed.

                  (b)  The  inability  of  the  Bank  to  obtain  any  necessary
authorizations,  approvals or letters of non-objection  from any regulatory body
or authority deemed by the Bank's counsel to be necessary to the lawful issuance
and  sale  of any  Shares  issuable  hereunder  shall  relieve  the  Bank of any
liability with respect to the non-issuance or sale of such Shares.

                  (c) As a condition to the exercise of an Option,  the Bank may
require  the  person  exercising  the  Option to make such  representations  and
warranties as may be necessary to assure the  availability  of an exemption from
the registration requirements of federal or state securities law.

                                      -11-

<PAGE>

                  (d) Notwithstanding  anything herein to the contrary, upon the
termination  of  employment  or  service  of an  Optionee  by  the  Bank  or its
Subsidiaries  for "cause" as determined  by the Board of Directors,  all Options
held by such  Participant  shall cease to be  exercisable as of the date of such
termination of employment or service.

                  (e) Upon the  exercise  of an  Option by an  Optionee  (or the
Optionee's  personal  representative),  the Committee,  in its sole and absolute
discretion,  may make a cash payment to the  Optionee,  in whole or in part,  in
lieu of the delivery of shares of Common Stock.  Such cash payment to be paid in
lieu of delivery of Common  Stock shall be equal to the  difference  between the
Fair Market Value of the Common Stock on the date of the Option exercise and the
exercise  price per share of the Option.  Such cash payment shall be in exchange
for the cancellation of such Option.  Such cash payment shall not be made in the
event that such  transaction  would  result in  liability to the Optionee or the
Bank under Section 16(b) of the Securities Exchange Act of 1934, as amended, and
regulations promulgated thereunder.

         19.  Reservation of Shares.  During the term of the Plan, the Bank will
              ---------------------
reserve  and keep  available  a number  of  Shares  sufficient  to  satisfy  the
requirements of the Plan.

         20. Unsecured Obligation.  No Participant under the Plan shall have any
             --------------------
interest  in any fund or special  asset of the Bank by reason of the Plan or the
grant of any Option under the Plan. No trust fund shall be created in connection
with the  Plan or any  grant  of any  Option  hereunder  and  there  shall be no
required funding of amounts which may become payable to any Participant.

         21.  Withholding  Tax. The Bank shall have the right to deduct from all
              ----------------
amounts paid in cash with respect to the cashless  exercise of Options under the
Plan  any  taxes  required  by law to be  withheld  with  respect  to such  cash
payments.  Where a  Participant  or other  person is entitled to receive  Shares
pursuant to the exercise of an Option,  the Bank shall have the right to require
the  Participant  or such  other  person to pay the Bank the amount of any taxes
which the Bank is required to withhold with respect to such Shares,  or, in lieu
thereof,  to  retain,  or to sell  without  notice,  a  number  of  such  Shares
sufficient to cover the amount required to be withheld.

         22. No Employment  Rights. No Director,  Employee or other person shall
             ---------------------
have a right to be selected as a  Participant  under the Plan.  Neither the Plan
nor any action  taken by the  Committee in  administration  of the Plan shall be
construed  as giving  any person any rights of  employment  or  retention  as an
Employee, Director or in any other capacity with the Bank or its Subsidiaries.

         23.  Governing  Law.  The Plan shall be  governed by and  construed  in
              --------------
accordance  with the laws of the State of New Jersey,  except to the extent that
federal law shall be deemed to apply.

                                      -12-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>14
<FILENAME>ex-21.txt
<DESCRIPTION>EXHIBIT 21 - SUBSIDIARIES
<TEXT>
                                   EXHIBIT 21
                         SUBSIDIARIES OF THE REGISTRANT
<TABLE>
<CAPTION>
                                                                                JURISDICTION OF
SUBSIDIARIES                                PERCENTAGE OWNED                    INCORPORATION
- ------------                                ----------------                    -------------

<S>                                                  <C>                          <C>
Parke Bank (to become a                              100%                         New Jersey
subsidiary of the Registrant upon
completion of the Holding Company
Reorganization pursuant to the
Plan of Acquisition)


Parke Capital Markets(1)                             100%                         New Jersey
<FN>
________________________
(1)      Parke Capital Markets is a wholly-owned subsidiary of Parke Bank.
</FN>
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>15
<FILENAME>ex23-1.txt
<DESCRIPTION>CONSENT OF INDEPENDENT CPA
<TEXT>
               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



         We have issued our report  dated  January 15,  2004,  accompanying  the
consolidated  financial  statements of Parke Bank and Subsidiary as contained in
the Registration  Statement of Parke Bancorp,  Inc. on Form S-4 to be filed with
the Securities and Exchange.  We consent to the use of the aforementioned report
in the Registration  Statement of Parke Bancorp, Inc. and in the proxy statement
of  Parke  Bank  and to the use of our  name as it  appears  under  the  caption
"Experts."





                                                     /s/McGladrey & Pullen, LLP



Blue Bell, Pennsylvania
January 28, 2005



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>16
<FILENAME>ex-99.txt
<DESCRIPTION>FORM OF PROXY
<TEXT>
                                  FORM OF PROXY

                                   PARKE BANK
                                601 DELSEA DRIVE
                      WASHINGTON TOWNSHIP, NEW JERSEY 08080
- --------------------------------------------------------------------------------
                         ANNUAL MEETING OF SHAREHOLDERS
                                 APRIL 26, 2005
- --------------------------------------------------------------------------------

         The  undersigned  hereby  appoints the Board of Directors of Parke Bank
(the  "Bank"),  or its  designee,  with full powers of  substitution,  to act as
attorneys and proxies for the undersigned, to vote all shares of Common Stock of
the Bank,  which the  undersigned  is entitled to vote at the Annual  Meeting of
Shareholders  (the  "Meeting"),  to be held at The  Italian  Bistro,  590 Delsea
Drive,  Washington Township, New Jersey, on April 26, 2005, at 10:00 a.m. and at
any and all adjournments thereof, in the following manner:

1.   The approval and adoption of the Plan of Acquisition  whereby the Bank will
     be  reorganized  into the holding  company  form of  organization  and will
     become a wholly-owned  subsidiary of a newly- formed holding company called
     Parke Bancorp, Inc. (the "Company"),  and each share of common stock of the
     Bank will be  converted  into one share of common stock of the Company (the
     "Reorganization").

                                   FOR              AGAINST         ABSTAIN
                                   ---              -------         -------

                                   |_|                |_|             |_|

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE LISTED PROPOSITION.

                                                      FOR             WITHHELD
                                                      ---             --------

2.   The election as director of the nominees
     listed, each for a one-year term

     (except as marked to the contrary below):        |_|               |_|

           Celestino R. Pennoni                    Edward Infantolino
           Vito S. Pantilione                      Anthony J. Jannetti
           Fred G. Choate                          Jeffrey H. Kripitz
           Daniel J. Dalton                        Richard Phalines
           Arret F. Dobson                         Jack C. Sheppard, Jr.
           Thomas Hedenberg                        Ray H. Tresch

         INSTRUCTIONS:  To  withhold  your  vote  for  any  nominee,  write  the
         ------------
nominee's name on the line provided below.

- ------------------------
                                                FOR       AGAINST      ABSTAIN
                                                ---       -------      -------
3.       The  ratification of the
         appointment of McGladrey & Pullen, LLP
         as the Bank's independent auditor
         for the fiscal year ending
         December 31, 2005.                     |_|        |_|          |_|


         THE  BOARD OF  DIRECTORS  RECOMMENDS  A VOTE  "FOR"  THE  ABOVE  LISTED
                                                       -----
NOMINEES AND PROPOSALS.

THIS  SIGNED  PROXY  WILL BE  VOTED  AS  DIRECTED,  BUT IF NO  INSTRUCTIONS  ARE
SPECIFIED, THIS SIGNED PROXY WILL BE VOTED FOR THE NOMINEES LISTED AND THE OTHER
PROPOSALS  STATED.  IF ANY OTHER  BUSINESS IS  PRESENTED AT SUCH  MEETING,  THIS
SIGNED PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST  JUDGMENT.
AT THE PRESENT  TIME,  THE BOARD OF DIRECTORS  KNOWS OF NO OTHER  BUSINESS TO BE
PRESENTED AT THE MEETING.

<PAGE>

                THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

         Should the undersigned be present and elect to vote at the Meeting,  or
at any adjournments thereof, and after notification to the Secretary of the Bank
at the Meeting of the shareholder's  decision to terminate this Proxy, the power
of said attorneys and proxies shall be deemed terminated and of no further force
and effect.  The undersigned may also revoke this Proxy by filing a subsequently
dated Proxy or by written  notification  to the  Secretary of the Bank of his or
her decision to terminate this Proxy.

         The  undersigned  acknowledges  receipt  from  the  Bank  prior  to the
execution of this proxy of a Notice of Annual Meeting of  Shareholders,  a Proxy
Statement and the 2004 Annual Report.


                                    o    Check Box if You Plan
Dated: ----------------------            to Attend the Annual Meeting.



- ----------------------------        -----------------------------
PRINT NAME OF SHAREHOLDER           PRINT NAME OF SHAREHOLDER


- ----------------------------        -----------------------------
SIGNATURE OF SHAREHOLDER            SIGNATURE OF SHAREHOLDER


Please  sign  exactly  as your name  appears  on this  Proxy.  When  signing  as
attorney, executor,  administrator,  trustee, or guardian, please give your full
title.


- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- --------------------------------------------------------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>COVER
<SEQUENCE>17
<FILENAME>filename17.txt
<TEXT>
                            MALIZIA SPIDI & FISCH, PC
                                ATTORNEYS AT LAW

1100 NEW YORK AVENUE, N.W.                            1900 SOUTH ATHERTON STREET
SUITE 340 WEST                                                         SUITE 101
WASHINGTON, D.C.  20005                                 STATE COLLEGE, PA  16801
(202) 434-4660                                                    (814) 272-3502
FACSIMILE: (202) 434-4661                             FACSIMILE:  (814) 272-3514

JOHN J. SPIDI                                        WRITER'S DIRECT DIAL NUMBER
SPIDI@MALIZIALAW.COM                                              (202) 434-4670


VIA EDGAR

January 31, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

         Re:      Parke Bancorp, Inc.
                  Registration Statement on Form S-4
                  ----------------------------------

Dear Sir or Madam:

         Accompanying  this  letter,  on  behalf  of Parke  Bancorp,  Inc.  (the
"Company"),  is the  Company's  Registration  Statement  on  Form  S-4  for  the
registration  of up to 2,852,226  shares of the common stock to be issued by the
Company  in  connection  with  the  reorganization  of  its  to be  wholly-owned
subsidiary,  Parke Bank (the  "Bank"),  into a one bank holding  company form of
organization.  A wire transfer to the  Securities and Exchange  Commission  (the
"SEC")  in the  amount  of  $6,220.65  in  payment  of the  filing  fee  for the
Registration  Statement has previously  been delivered to the account of the SEC
at Mellon Bank.

         The  Bank  became  a  reporting  company  under  Section  12(i)  of the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  in November
2002 and has been subject to the  reporting  requirements,  and filing  periodic
reports,  pursuant to Section 13(a) of the Exchange Act since that time with the
Federal Deposit Insurance Corporation ("FDIC").

         The Company intends to update its financial  statements included in the
Form S-4 to December 31, 2004, once its fiscal year end audit is completed.  The
Company anticipates filing an amendment to the Registration Statement to include
the updated  financial  statements on or about the first week of March 2005. The
Company intends to release its definitive proxy materials to its stockholders on
or about March 25, 2005, in connection  with its Annual Meeting of  Stockholders
to be held on April 26, 2005.


<PAGE>


MALIZIA SPIDI & FISCH, PC

Securities and Exchange Commission
January 31, 2005
Page 2

         Please call Tiffany A. Hasselman, Esq. of our office or the undersigned
with any questions or comments regarding the Registration Statement.

                                                 Sincerely,


                                                 /s/John J. Spidi
                                                 -------------------------------
                                                 John J. Spidi


Enclosure
cc:      Vito S. Pantilione, President and Chief Executive Officer
         James M. Boligitz, McGladrey & Pullen, LLP
         Tiffany A. Hasselman, Esq.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
