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.






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