Exhibit 10.8

                CONFIDENTIAL - NOT TO BE REPRODUCED OR CIRCULATED




                      POLLACK INVESTMENT PARTNERSHIP, L.P.

                        A NEW JERSEY LIMITED PARTNERSHIP

                          PRIVATE PLACEMENT MEMORANDUM

                          LIMITED PARTNERSHIP INTEREST

                                    JUNE 2000





THIS PRIVATE  PLACEMENT  MEMORANDUM HAS BEEN SUBMITTED TO YOU  CONFIDENTIALLY IN
CONNECTION WITH THE PRIVATE PLACEMENT OF LIMITED PARTNERSHIP  INTERESTS AND DOES
NOT  CONSTITUTE  AN  OFFER  TO SELL OR THE  SOLICITATION  OF AN OFFER TO BUY THE
INTERESTS  IN ANY  STATE  OR  JURISDICTION  IN  WHICH  THE  OFFER OR SALE OF THE
INTERESTS  WOULD BE PROHIBITED OR TO ANY ENTITY OR INDIVIDUAL NOT POSSESSING THE
QUALIFICATIONS DESCRIBED IN THIS MEMORANDUM.


                             For the information of:


                        _________________Number _________



                     PRIVATE OFFERING TO QUALIFIED INVESTORS
                 AND A LIMITED NUMBER OF NON-QUALIFIED INVESTORS









<PAGE>





THE  LIMITED  PARTNERSHIP  INTERESTS  REFERRED  TO  IN  THIS  PRIVATE  PLACEMENT
MEMORANDUM HAVE NOT BEEN REGISTERED  UNDER EITHER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING
OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
THE 1933 ACT AND THOSE  LAWS.  THE  INTERESTS  ARE  SUBJECT TO  RESTRICTIONS  ON
TRANSFERABILITY  AND  RESALE  AND MAY NOT BE  TRANSFERRED  OR  RESOLD  EXCEPT AS
PERMITTED  UNDER THE 1933 ACT AND THE SECURITIES LAWS OF CERTAIN STATES PURSUANT
TO  REGISTRATION  OR EXEMPTION  FROM  REGISTRATION.  THE INTERESTS HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE  SECURITIES  AND EXCHANGE  COMMISSION,  ANY STATE
SECURITIES  COMMISSION  OR  OTHER  REGULATORY  AUTHORITY,  NOR HAS ANY OF  THOSE
AUTHORITIES  PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY
OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

IN  NO  EVENT  SHOULD  THIS  PRIVATE  PLACEMENT   MEMORANDUM  BE  DUPLICATED  OR
TRANSMITTED  TO  ANYONE  OTHER  THAN  THE  PROSPECTIVE  INVESTOR  TO WHOM IT WAS
DIRECTED BY WRITTEN COMMUNICATION OF THE OFFEROR.

CALIFORNIA

THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR THE CALIFORNIA  CORPORATION  CODE BY REASON OF SPECIFIC  EXEMPTIONS
THEREUNDER  RELATING  TO  THE  LIMITED  AVAILABILITY  OF  THE  OFFERING.   THESE
SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR
ENTITY  UNLESS  SUBSEQUENTLY  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS
AMENDED, OR THE CALIFORNIA CORPORATIONS CODE, IF SUCH REGISTRATION IS REQUIRED.

CONNECTICUT

THESE   SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE  BANKING
COMMISSIONER  OF THE STATE OF CONNECTICUT NOR HAS THE  COMMISSIONER  PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OFFERING.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

FLORIDA

PURSUANT  TO  SECTION   517.061(11)  OF  THE  FLORIDA  SECURITIES  AND  INVESTOR
PROTECTION  ACT, AN OFFEREE WHO IS A RESIDENT OF FLORIDA  MAY, AT THE  OFFEREE'S
OPTION,  VOID ANY PURCHASE  HEREUNDER WITHIN A PERIOD OF THREE (3) DAYS AFTER HE
(A)  FIRST  TENDERS  OR  PAYS  THE  CONSIDERATION  TO THE  PARTNERSHIP  REQUIRED
HEREUNDER OR (B) DELIVERS HIS EXECUTED  SUBSCRIPTION  AGREEMENT WHICHEVER OCCURS
LATER,  TO ACCOMPLISH  THIS, IT IS  SUFFICIENT  FOR A FLORIDA  OFFEREE TO SEND A
LETTER OR TELEGRAM TO THE PARTNERSHIP  WITHIN THE THREE (3) DAY PERIOD,  STATING
THAT HE IS VOIDING AND RESCINDING THE PURCHASE. IF AN OFFEREE SENDS A LETTER, IT
IS PRUDENT TO DO SO BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED,  TO ENSURE THAT
IT IS RECEIVED AND TO EVIDENCE THE TIME OF MAILING.

<PAGE>

ILLINOIS

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY OF STATE
OF ILLINOIS OR THE STATE OF ILLINOIS, NOR HAS THE SECRETARY OF STATE OF ILLINOIS
OR THE  STATE  OF  ILLINOIS  PASSED  UPON  THE  ACCURACY  OR  ADEQUACY  OF  THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
IOWA

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE PERSON OR ENTITY  CREATING  THE  SECURITIES  AND THE TERMS OF THE  OFFERING,
INCLUDING  THE  MERITS  AND  RISKS  INVOLVED.  THESE  SECURITIES  HAVE  NOT BEEN
RECOMMENDED  BY  ANY  FEDERAL  OR  STATE  SECURITIES  COMMISSION  OR  REGULATORY
AUTHORITY.  FURTHERMORE,  THE  FOREGOING  AUTHORITIES  HAVE  NOT  CONFIRMED  THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON  TRANSFERABILITY  AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF
1933,  AS  AMENDED,  AND THE  APPLICABLE  STATE  SECURITIES  LAWS,  PURSUANT  TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.

NORTH CAROLINA

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE PERSON OR ENTITY  CREATING  THE  SECURITIES  AND THE TERMS OF THE  OFFERING,
INCLUDING  THE  MERITS  AND  RISKS  INVOLVED.  THESE  SECURITIES  HAVE  NOT BEEN
RECOMMENDED  BY  ANY  FEDERAL  OR  STATE  SECURITIES  COMMISSION  OR  REGULATORY
AUTHORITY.  FURTHERMORE,  THE  FOREGOING  AUTHORITIES  HAVE  NOT  CONFIRMED  THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON  TRANSFERABILITY  AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF
1933,  AS  AMENDED,  AND THE  APPLICABLE  STATE  SECURITIES  LAWS,  PURSUANT  TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.

PENNSYLVANIA



<PAGE>


EACH  SUBSCRIBER  WHO IS A  PENNSYLVANIA  RESIDENT HAS THE RIGHT TO WITHDRAW HIS
ACCEPTANCE  WITHOUT  INCURRING  ANY  LIABILITY TO THE  PARTNERSHIP  OR ANY OTHER
PERSON WITHIN TWO BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE  PARTNERSHIP  OF
HIS DULY EXECUTED SUBSCRIPTION AGREEMENT OR THE INITIAL PAYMENT FOR THE PURCHASE
OF  HIS  LIMITED  PARTNERSHIP  INTEREST,  WHICHEVER  IS  LATER.  ANY  NOTICE  OF
WITHDRAWAL  SHOULD BE MADE BY TELEGRAM OR CERTIFIED OR REGISTERED  MAIL AND WILL
BE  EFFECTIVE  UPON  DELIVERY TO WESTERN  UNION OR DEPOSIT IN THE UNITED  STATES
MAILS,  TRANSMITTAL OR POSTAGE FEES PAID. UPON SUCH  WITHDRAWAL,  THE SUBSCRIBER
WILL  HAVE  NO  OBLIGATION  OR  DUTY  UNDER  THE  SUBSCRIBER  AGREEMENT  TO  THE
PARTNERSHIP,  THE GENERAL PARTNERS, OR ANY OTHER PERSON, AND WILL BE ENTITLED TO
THE FULL RETURN OF ANY AMOUNT PAID BY HIM, WITHOUT INTEREST.

NEITHER THE PENNSYLVANIA  SECURITIES  COMMISSION NOR ANY OTHER AGENCY HAS PASSED
ON OR  ENDORSED  THE  MERITS  OF THIS  OFFERING  AND ANY  REPRESENTATION  TO THE
CONTRARY IS UNLAWFUL.

PENNSYLVANIA  SUBSCRIBERS MAY NOT SELL THEIR PARTNERSHIP  INTEREST FROM THE DATE
OF  PURCHASE IF SUCH A SALE WOULD  VIOLATE  SECTION  203(d) OF THE  PENNSYLVANIA
SECURITIES ACT.

TEXAS

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER APPLICABLE LAWS OF TEXAS
AND THEREFORE CANNOT BE RESOLD OR TRANSFERRED UNLESS SUBSEQUENTLY REGISTERED
UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.


<PAGE>
                                TABLE OF CONTENTS



Introduction.................................................................8

Summary Description of thePartnership and the Offering.......................8
         Investment Objective................................................8
         Investment Approach and Policies....................................8
         Special Techniques..................................................9
         Scheduled Term of Partnership.......................................9
         Minimum Initial Investment by Limited Partners......................9
         Expenses 9
         Administrative Fee..................................................9
         Allocation of Profit or Loss........................................9
         Additional Contributions...........................................10
         Admission of Limited Partners......................................10
         Withdrawals by Limited Partners....................................10
         Eligibility Standards for Investors................................10
         Compensation to Third Parties......................................11

Evaluating The Partnership..................................................11
         Investment Techniques..............................................11
         Special Techniques.................................................12
                  Short-Term Trading........................................12
                  Leverage.  ...............................................13
                  Option Strategies.........................................13
                  Derivatives.  ............................................13
         Publicly Distributed Securities....................................13
         Portfolio Transactions and Brokerage...............................14
         Use of Cash and Cash Equivalents...................................15

Management..................................................................16
         The General Partners...............................................16
         Lawrence Seidman...................................................16
                  Prior Investment Experience of Seidman Entities...........17
         Dennis Pollack.....................................................18

Certain Risks...............................................................18
         Dependence on the General Partners.................................18
         Risks of Special Techniques and Short Sales........................18
                  Short-Term Trading........................................18
                  Leverage.  ...............................................18
                  Short Sales...............................................19
                  Options. 19
         Small Cap Stocks...................................................19
         Derivative Instruments.............................................19
<PAGE>

         High Risk Investments..............................................19
         Extraordinary Expenses.............................................20
         Lack of Liquidity of Partnership Assets............................20
         Illiquidity........................................................20
         Changes in Applicable Law..........................................20

Conflicts of Interest.......................................................21
         Service of the General Partners....................................21
         Allocation of Investment Opportunities.............................21
         Co-Investment by the General Partners..............................21
         General Partners' Share of Profits.................................21
         Resolution of Conflicts............................................22

Tax Consequences............................................................22
         Federal Income Tax Considerations in General.......................22
         Federal Income Tax Rules Applicableto Options and Hedging
         Transactions.......................................................23
                  Options in General........................................23
                  Section 1256 Contracts....................................24
                  Straddles.  ..............................................24
         Allocation of Taxable Income.......................................25
         State and Local Tax Consequences...................................25
         Tax Information....................................................25
         ERISA Considerations...............................................25
         Unrelated Business Taxable Income ("UBTI").........................27

The Partnership Agreement...................................................27
         Control............................................................27
         Liability of the General Partner...................................27
         Liability of the Limited Partners..................................27
         Additional Contributions; New Limited Partners.....................28
         Form of Contributions..............................................28
         Allocations........................................................28
         Expenses 28
         Withdrawals by Limited Partners....................................30
         Withdrawals by the General Partner and Limited Partners that are
         Affiliates of General Partner......................................31
         Term of Partnership................................................31
         Dissolution........................................................31
         Reports  31
         Amendments.........................................................32
         Indemnification....................................................32
         Rights of Transfer.................................................32

Investing in The Partnership................................................33
         Minimum Subscription...............................................33
         Investor Suitability Standards.....................................33
         Access to Information..............................................35
         Method of Subscription.............................................35
<PAGE>


Miscellaneous Securities Matters............................................36
         Registration Under the Investment Act..............................36
         Exemption from the Investment Company Act .........................36

Additional Information......................................................36

Professional Assistance.....................................................36

Exhibit A...................................................................37

Exhibit B...................................................................56

Exhibit C...................................................................62



<PAGE>

                                  INTRODUCTION

Pollack Investment Partnership,  L.P. (The "Partnership"),  formed in June 2000,
is a New  Jersey  limited  partnership  which  will  seek  to  maximize  capital
appreciation  in  the  securities   markets   through   analysis  of  individual
securities,  not markets.  Securities will be selected on the basis of perceived
pricing  inefficiencies  in stocks based on their  comparison to other stocks in
the same  industry  segment,  growth rate in either  earnings or assets and cash
flow.  The  partnership  will  primarily  focus upon the  purchase  of shares of
publicly  traded  thrifts  and banks,  but may expand this  investment  approach
depending  upon market  factors.  The General  Partners  believe the majority of
these  opportunities  occur  in  companies  not  well  followed  by Wall  Street
research.  Market risk may be hedged  through the use of short sales and various
option strategies.

                           SUMMARY DESCRIPTION OF THE
                          PARTNERSHIP AND THE OFFERING

The  Partnership  offers  limited  partnership  interests (an  "Interest" or the
"Interests",  as  appropriate),  privately,  to no more than 35 "non accredited"
investors and to "accredited"  investors who, upon admission to the Partnership,
become its limited partners (a "Limited Partner" or the "Limited  Partners",  as
appropriate).  The following is a summary  description  of the  Partnership  and
certain of the major terms of the  offering  and is qualified in its entirety by
information  appearing elsewhere in this Private Placement Memorandum and in the
Partnership's  Agreement of Limited  Partnership (the "Partnership  Agreement"),
which is annexed hereto.

MANAGEMENT
                    Dennis   Pollack   ("Pollack")   and   Lawrence  B.  Seidman
                    ("Seidman")  shall  serve as the General  Partners  and have
                    complete  and  exclusive  control of the  management  of the
                    Partnership.  Pollack  has over 12 years  experience  in the
                    banking  business.  Seidman has over 16 years  experience in
                    the  investment  business.  The  General  Partners  will  be
                    permitted to share fees and other  financial  benefits  with
                    third parties.

INVESTMENT OBJECTIVE
                    The  Partnership's   investment  objective  is  to  maximize
                    capital appreciation by long and short-term  investments in,
                    and the  short  sale of,  securities.  See  "EVALUATING  THE
                    PARTNERSHIP".



<PAGE>

INVESTMENT APPROACH
AND POLICIES

                    The  Partnership  will seek to meet its  objectives  through
                    investment  in what are  deemed to be  inefficiently  priced
                    stocks based on estimates of future  growth rate in earnings
                    or assets  and cash flow.  The  Partnership  will  primarily
                    focus upon the purchase of shares of publicly traded thrifts
                    and banks, but may expand this investment approach depending
                    upon market factors.  The Partnership may affect short sales
                    of  securities,  which the General  Partners  consider to be
                    overpriced,  or subject to adverse  business  conditions not
                    currently reflected in their price.

SPECIAL TECHNIQUES
                    The  Partnership  May attempt to enhance its  performance by
                    engaging in  short-term  trading and by using  leverage  and
                    certain    hedging    techniques.    See   "EVALUATING   THE
                    PARTNERSHIP-Special Techniques".

SCHEDULED TERM OF
PARTNERSHIP
                    20   years.   See   "THE   PARTNERSHIP   AGREEMENT-Term   of
                    Partnership".

MINIMUM INITIAL
INVESTMENT BY
LIMITED PARTNERS

                    $100,000,  subject to waiver by the General  Partners  under
                    appropriate    circumstances.    See   "INVESTING   IN   THE
                    PARTNERSHIP-General Information".

                    EXPENSES Organizational, administrative, legal, proxy, audit
                    and investment expenses will be paid by the Partnership. See
                    "THE PARTNERSHIP AGREEMENT-Expenses".

ADMINISTRATIVE FEE
                    The Partnership will pay the General Partners, as of the end
                    of each fiscal quarter of the Partnership, an administrative
                    fee  at an  annual  rate  equal  to 1% of the  value  of the
                    Partnership's      assets.      See     "THE     PARTNERSHIP
                    AGREEMENT-Expenses".



<PAGE>

ALLOCATION  OF PROFIT  OR LOSS
                    Net  Profit  for  each  year  (as  defined  below)  will  be
                    allocated to the  Partners,  on the basis of the  proportion
                    that each  Partner's  capital  accounts  bear to the capital
                    accounts of all the Partners. At the end of the fiscal year,
                    20% of the  Net  Profit  allocated  to the  accounts  of the
                    Limited   Partners  will  be  re-allocated  to  the  General
                    Partners (the "Incentive Allocation").  The General Partners
                    may reallocate to special  Limited  Partners and other third
                    parties all or a portion of the  Incentive  Allocation.  Net
                    loss for each fiscal year (as defined below)  generally will
                    be  allocated  to  each  Partner  in  proportion  to  and in
                    accordance with the capital  account of the Partner.  To the
                    extent  losses  have  been  allocated  to the  account  of a
                    Partner,  100% of Net Profits  attributable  to such Partner
                    will be allocated  to the account of that Partner  until all
                    such losses have been recouped.  Only after such losses have
                    been recouped  will the General  Partners be entitled to the
                    20%  Incentive  Allocation on  subsequent  profits.  See"THE
                    PARTNERSHIP AGREEMENT-Allocations". ADDITIONAL CONTRIBUTIONS
                    At  the  discretion  of  the  General  Partners,  additional
                    contributions  to the  Partnership may be made by a Partner.
                    See "THE PARTNERSHIP AGREEMENT-Additional Contributions; New
                    Limited Partners".

ADMISSION OF LIMITED
PARTNERS
                    New Limited  Partners May be admitted to the  Partnership at
                    the discretion of the General Partners. See "THE PARTNERSHIP
                    AGREEMENT-Additional Contributions; New Limited Partners".
WITHDRAWALS BY
LIMITED PARTNERS


                    Withdrawals  by  Limited  Partners  of all or a portion of a
                    Capital Account are permitted annually as of the last day of
                    the Fiscal  Year on 90 days  written  notice to the  General
                    Partners  provided the Limited Partner has been a Partner of
                    the  Partnership  for eight  full  fiscal  quarters,  unless
                    otherwise   permitted  at  the  discretion  of  the  General
                    Partners.  The withdrawing Limited Partner shall pay for any
                    costs   incurred  by  the   Partnership  to  effectuate  the
                    withdrawal.  At  the  discretion  of the  General  Partners,
                    distributions  upon  withdrawal may be in cash or in kind or
                    both. See "THE PARTNERSHIP  AGREEMENT-Withdrawals by Limited
                    Partners".

ELIGIBILITY STANDARDS
FOR INVESTORS
                    Interests described in this Private Placement Memorandum are
                    not registered  under the Securities Act of 1933, as amended
                    (the "1933 Act"),  in reliance upon the exemption  contained
                    in Section 4(2) of the 1933 Act and  Regulation D thereunder
                    for transactions  not involving a public offering.  An offer
                    and sale of Interests is made only to a prospective investor
                    who  satisfies,  in the  judgment of the  General  Partners,
                    certain  suitability   standards.   See  "INVESTING  IN  THE
                    PARTNERSHIP-Investor Suitability Standards".

<PAGE>
COMPENSATION TO
THIRD PARTIES
                    Interests  in  the  Partnership  may  be  offered  with  the
                    assistance of registered  broker  dealers and others who are
                    not affiliated with the  Partnership.  Subject to applicable
                    state securities laws, such persons may receive compensation
                    for their  services  based on the  percentage  of the amount
                    invested as a result of their  services.  The  identity  and
                    amount of  compensation  to be paid will be disclosed to the
                    prospective  Limited  Partner prior to the acceptance of his
                    Subscription Agreement by the Partnership.

                            EVALUATING THE PARTNERSHIP

     The  Partnership  is a New Jersey limited  partnership  formed in June 2000
which will seek to  maximize  capital  appreciation  in the  securities  markets
through  the  purchase  and short sale of  securities,  while  hedging its risks
through the use of various  techniques  such as short selling,  and purchase and
sale of stock  and  index  options,  convertible  securities  and  fixed  income
securities.  While the primary goal of the Partnership is long term capital gain
through the  purchase of publicly  traded  thrift and bank  stocks,  it will not
overlook  opportunities  to identify  short term  aberrations  in the pricing of
certain  securities and to take advantage of the resulting price movement.  Such
opportunities  may arise when, for example,  stock of a historically  successful
company suffers a large  percentage  loss as a result of a  non-recurring  event
such  as a  sudden  catastrophic  loss or an  unanticipated  dividend  cut.  The
Partnership may also take advantage of  opportunities  in time arbitrage when it
believes the risk reward ratio is strongly in its favor.  Time  arbitrage is the
purchase of securities of companies involved in takeovers,  restructuring, stock
buy-backs,  etc.  The  Partnership  may buy the  stock of such  companies  if it
believes  the  "spread"  between  the  market  price and  eventual  price on the
completion  of the  transaction  is great enough on a percentage  basis to merit
investment.

     While the  Partnership  will invest  primarily  in publicly  traded  common
stocks,  investments  may, from time to time,  include stock  warrants,  rights,
preferred stocks, securities purchased in private placements or other restricted
securities,  bonds and other debt instruments,  convertible securities,  put and
call options, swaps, forward contracts and other financial instruments and short
sales of the foregoing.

Investment Techniques

     The Partnership  will attempt to maximize capital gains through analysis of
individual  securities,  not  markets.  The General  Partners  believe that over
extended  periods  of  time  stock  selection,  not  market  timing,  is the key
ingredient of investment  success.  Therefore,  the Partnership will concentrate
its efforts in a "bottoms-up" stock selection process as opposed to a "top-down"
macro-economic  approach.  Securities will be selected primarily on the basis of
what the General Partners deem to be  inefficiencies in the pricing of the stock
at any given time. These inefficiencies can occur when the market is overlooking
the potential of a company's assets, cash flow, brand names or market niche, and
securities with these  characteristics  are often referred to as "value" stocks.
Underevaluation  can also occur  when a  company's  current or future  growth in
earnings is not attracting a price/earning ratio in line with that growth or its
assets are not being properly allocated to maximize the return on said assets.
<PAGE>


     Generally,  the Partnership  will avoid  investing in companies,  which are
widely  followed  by Wall  Street  analysts,  as the  opportunities  for pricing
inefficiencies   in  those   companies  are  rare.  The   Partnership  may  take
concentrated  positions  in  those  companies  where it  believes  extraordinary
capital gain potential exists.  When the Partnership  acquires more than 5% of a
company's  stock, it will be required to file a Form 13D disclosing its position
and other data.  The  Partnership  may attempt to acquire  control of companies,
which  attempts may entail the  Partnership's  involvement in a proxy contest or
other  take-over  litigation.  Other  partnerships  in which Mr.  Seidman  was a
general  partner  have been  involved in seven  proxy  contests  involving  five
separate  companies in the past. If the General Partners are elected to serve on
the  Board of  Directors  of a  company  in which  the  Partnership  has taken a
position  or serve as an  officer of such  company,  the  compensation  for such
service will not be shared with the Partnership.

     To hedge its  position and with a view to enhancing  its  performance,  the
Partnership may sell securities short. If the Partnership believes a company has
poor  business  prospects  or its  stock  price  has  been  inflated  by  overly
optimistic Wall Street assessments,  it may sell short expecting the stock price
to decline  substantially.  Selling securities short involves selling securities
that the  Partnership  does not own. To make  delivery to the  purchaser  of the
securities,  the Partnership  borrows  securities from a third party lender. The
Partnership  typically  fulfills  its  obligation  to the  lender by  purchasing
securities in the market.  The Partnership  generally is required to pledge cash
with the  lender  equal to the market  price of the  borrowed  securities.  This
deposit may be increased or decreased in  accordance  with changes in the market
price of the borrowed securities.  During the period in which the securities are
borrowed,  the  lender  typically  retains  its right to  receive  interest  and
dividends accruing to the securities, but pays the Partnership a fee for the use
of the Partnership's  cash. This fee is based on prevailing  interest rates, the
availability of the particular security for borrowing, and other market factors.

Special Techniques

     The  Partnership  may  attempt to enhance  its  performance  by engaging in
short-term  trading and by using  leverage and attempt to hedge its portfolio by
the use of options,  warrants,  convertible securities,  and similar strategies.
These special investment techniques are described below.

     Short-Term  Trading.The  Partnership will typically seek to invest and hold
for the long  term a "core"  of equity  securities.  The  extent of this core of
equity positions will depend on market conditions,  but typically will represent
more than 50% of the  Partnership's  assets at any one time.  From time to time,
the  Partnership  may make frequent  changes in that part of its portfolio  that
does not fall within the  Partnership's  core  positions  to take  advantage  of
opportunities in the market.
<PAGE>

     Leverage.  The  Partnership  expects  to borrow  funds for the  purpose  of
purchasing  securities.  Loans  to the  Partnership  will  be  arranged  through
broker-dealers  with which the  Partnership  maintains  customer  accounts.  The
amount of borrowings that the  Partnership may have  outstanding at any time may
be large in comparison to its capital.

     Option  Strategies.  The  Partnership  may  purchase  and sell put and call
options on both  securities  and stock  indexes  for the  purpose of hedging its
portfolio  positions.  A stock index measures the movement of a certain group of
stocks by assigning  relative values to the common stocks included in the index.
Examples of well-known  stock indexes on which the  Partnership may purchase put
and call options are the Standard & Poor's  composite  Index of 500 Stocks,  the
Standard & Poor's 100 Index,  the American Stock Exchange Major Market Index and
the New York Stock Exchange Composite Index.

     Derivatives.  The  Partnership  may use  derivative  securities  to augment
returns or reduce risk.  Derivatives are securities  products developed by banks
and  brokerage  firms  that  are  not  traded  on  securities  exchanges  or  in
over-the-counter markets, but which mirror individual securities or "baskets" of
securities.

     The Partnership does not presently  intend to have derivatives  represent a
significant amount of its equity but, rather, may use them in the same manner as
conventional option strategies.

Publicly Distributed Securities

     From time to time, the Partnership may purchase securities,  which are part
of a public distribution. If such securities trade at a premium in the secondary
market  immediately after the distribution  process has commenced,  the National
Association of Securities  Dealers,  Inc. ("NASD") has taken the position in its
Rules of Fair  Practice  that such  securities  are part of a "hot  issue"  and,
accordingly  members of the NASD may not sell such  securities  to an account in
which a member, or a person having specified relationships with a member, of the
NASD has an  interest.  In  addition,  in the case of senior bank  officers  and
certain other persons,  participation is permitted in hot issues only in certain
circumstances.

     In view of this restriction, the Partnership Agreement provides a mechanism
for the  purchase of  securities  in a public  distribution  without  presenting
problems to any Limited  Partner who would or might be deemed to come within the
NASD prohibition or to the Partnership.

     In essence,  the mechanism  provided for in the  Partnership  Agreement for
"hot  issues"  is for the  Partnership  to  have,  in  addition  to its  regular
accounts,  a special  account  (the "Hot Issues  Account"),  the sole purpose of
which is to purchase  securities which are part of a public distribution and are
considered a "hot issue". Only those Limited Partners who do not fall within the
prohibition  of the NASD  will  have a  beneficial  interest  in the Hot  Issues
Account (as compared to the Partnership's regular accounts in which all Partners
have an interest).

     A General  Partner  may not have a  beneficial  interest  in the Hot Issues
Account if he is affiliated with a member of the NASD, and accordingly, will not
receive  any of the net  profits  attributable  to such  investments.  Portfolio
Transactions  and   BrokeragePortfolio   Transactions   and   BrokeragePortfolio
Transactions and Brokerage

<PAGE>

     The General Partners are responsible for arranging for the execution of the
Partnership's   portfolio   transactions   and  the   allocation  of  brokerage.
Transactions  on  United  States  stock  exchanges  and on  some  foreign  stock
exchanges involve the payment of negotiated brokerage commissions.  On the great
majority of foreign stock exchanges, commissions are fixed. No stated commission
is generally  applicable to securities traded in the  over-the-counter  markets,
but the  prices of those  securities  may  include  undisclosed  commissions  or
markups.

     In arranging for execution of  transactions  on behalf of the  Partnership,
the  General  Partners  seek to  obtain  the best  price and  execution  for the
Partnership,  taking into account many factors  including price,  size of order,
difficulty  of   execution,   operational   facilities  of  a  brokerage   firm,
availability of particular securities from the executing broker-dealer,  and the
firm's risk in positioning a block of securities.  Although the General Partners
generally seek reasonably  competitive commission rates, the Partnership may not
necessarily  pay  the  lowest  commission  available.  The  Partnership  has  no
obligation to deal with any broker or group of brokers in executing transactions
in portfolio securities.

     The  General  Partners  may  place  brokerage  business  on  behalf  of the
Partnership  with  brokers  that  provide  supplemental  research,   market  and
statistical information to the General Partners. The phase "research, market and
statistical  information"  includes  advice as to the value of  securities,  the
availability  of  investing  in,  purchasing  or  selling  securities,  and  the
availability  of  securities  or  purchasers  or  sellers  of  securities,   and
furnishing  analyses and reports  concerning  issuers,  industries,  securities,
economic factors and trends, portfolio strategy and the performance of accounts.
The expenses of the Partnership  are not necessarily  reduced as a result of the
receipt  of this  supplemental  information,  which  may also be useful to other
entities  controlled by a General Partner in providing  services to his clients.
In addition, not all of the supplemental  information may be used by the General
Partners in connection with the Partnership.

     The Partnership will not consider turnover rate a limiting factor in making
investment decisions consistent with its investment objective and policies.

Use of Cash and Cash Equivalents

     Pending  investment of the proceeds of this offering in accordance with the
Partnership's  investment  objective and policies,  or when the General Partners
believe the Partnership should follow a temporary defensive posture, or when the
General   Partners   determine  that   opportunities   for  capital  growth  are
unattractive,  the Partnership may, without  limitation,  hold cash or invest in
cash equivalents. Among the cash equivalents in which the Partnership may invest
are:   obligations   of  the  United   States   Government,   its   agencies  or
instrumentalities   ("U.S.  government   securities");   commercial  paper;  and
certificates of deposit and bankers'  acceptances issued by domestic branches of
United  States  banks  that  are  members  of  the  Federal  Deposit   Insurance
Corporation.  The  Partnership  may also engage in  repurchase  agreements,  may
purchase  shares of money market  mutual funds and may receive  interest paid on
its credit balances.

<PAGE>

                                   MANAGEMENT

The General Partners

Lawrence Seidman ("Seidman") is a Co-General Partner of the Partnership. Seidman
is an attorney admitted to practice law in the States of New Jersey and New York
and the District of Columbia. For the past sixteen years he has been involved as
a general partner and/or counsel,  in the  organization of real estate and stock
investment limited  partnerships.  Mr. Seidman,  since approximately March 1999,
has  been  a  director  of  CNY  Financial  Corporation  and  its  wholly  owned
subsidiary,  Cortland  Savings Bank;  since August 1999,  has been a director of
South Jersey Financial Corporation and its wholly owned subsidiary, South Jersey
Savings and Loan Association; and since March 2000 has been a director of Ambanc
Holding Co., Inc. Since March 1999, Mr. Seidman has been the President,  General
Counsel and a director of Menlo  Acquisition  Corporation.  Mr.  Seidman is also
Manager of Seidman & Associates,  L.L.C.,  President of Veteri Place Corp.,  the
sole General Partner of Seidman Investment  Partnership,  LP, Seidman Investment
II LP, Manager of Federal  Holdings,  L.L.C. and business  consultant to certain
partnerships and individuals,  including,  but not limited to, Kerrimatt, LP. He
has been a director of the Savings  Bank of Rockland  County and a director  and
Chairman of the Board of  Crestmont  Financial  Corp.,  the holding  company for
Crestmont  Federal Savings & Loan  Association.  He has also been an officer and
director of Seidman & Rappaport, P.A., a law firm he organized and prior thereto
was an associate at two separate law firms.

     On  November  8,  1995,  the  acting  Director  of  the  Office  of  Thrift
Supervision  (OTS) issued a Cease and Desist Order against Seidman ("C&D") after
finding that Seidman  recklessly  engaged in unsafe and unsound practices in the
business of an insured  institution.  The C&D actions  complained of were due to
Seidman having allegedly obstructed an OTS investigation. The C&D ordered him to
cease and desist from (i) any attempts to hinder the OTS in the discharge of its
regulatory  responsibilities,  including the conduct of any OTS  examination  or
investigation;  and (ii) any attempt to induce any person to  withhold  material
information   from  the  OTS  related  to  the  performance  of  its  regulatory
responsibilities. The C&D also provided that, for a period of no less than three
(3) years,  if Seidman  became an  institution-affiliated  party of any  insured
depository  institution  subject to the  jurisdiction  of the OTS, to the extent
that his  responsibilities  included the  preparation  or review of any reports,
documents, or other information to be submitted to or reviewed by the OTS in the
discharge of its regulatory functions,  all such reports,  documents,  and other
information,  prior  to  submission  to,  or  review  by  the  OTS,  were  to be
independently  reviewed by the Board of Directors or a duly appointed  committee
of the Board to ensure that all  material  information  and facts had been fully
and adequately  disclosed.  In addition,  a civil money penalty in the amount of
$20,812 was assessed  under the C&D. A copy of the entire  opinion of the United
States Court of Appeals for the Third Circuit, which reversed the OTS Director's
first  Decision  and Order in  connection  with this  matter,  and copies of the
decisions of the OTS  Administrative  Law Judge and OTS  Director are  available
upon request.


<PAGE>


         Prior Investment Experience of Seidman


     In the past, Mr. Seidman has principally invested in bank and thrift stocks
through two limited  liability  companies  and three limited  partnerships.  The
following  table  recites  the date of  inception  for each such  entity and its
performance through September 30, 1999:

                                                    Annualized %
                                                    Return on        Period
                                      Inception     Capital from     to
         Entity                       Date          Inception(1)     9/30/99
         ------                       ----          ------------     -------

Seidman & Associates, LLC (2)          12/94          22.80          58 Mos.
Federal Holdings, LLC                   7/98          34.70          15 Mos.
Seidman Investment Partnership, LP      1/95          27.80          57 Mos.
Seidman Investment Partnership II, LP   8/98          28.00          13 Mos.
Kerrimatt, LP                          10/98          50.40          11 Mos.

(1)      Return based upon initial investment of $1 at inception without
         consideration for additional capital contribution.

(2)      This  entity and Seidman &  Associates  II, LLC were  merged  together
         in or about April 1, 1999.  The return set forth is for the merged
         entity.

     Mr. Seidman has filed a Schedule 13D in connection  with ten companies.  As
of September 30, 1999,  five of those  companies had been sold. Each company was
sold for cash and/or stock or a  combination  of both,  at a price that provided
Mr. Seidman's  entities a significant  profit on their purchased  shares.  As of
September 30, 1999,  five companies had not been sold, but their share price has
significantly increased over the average price paid for said shares.

     Prior to June 1, 2000,  once Mr.  Seidman  filed a Schedule 13D, he did not
sell his share  position with respect to any of said  companies  until a sale of
the company was publicly  announced.  Most of the banks and thrifts in which Mr.
Seidman  invests are very thinly  traded and  therefore a sale of a  substantial
block could be very  difficult.  Furthermore,  with respect to the companies for
which Schedule 13D's have been filed, Mr. Seidman has not recognized a loss.

     Mr. Seidman does purchase less than 4.9% of companies for which no Schedule
13D is required. Mr. Seidman has sold some of these positions at a loss.

     Mr.  Seidman's  past  performance  is no  guarantee  of future  success  or
profitability.  Furthermore,  Mr. Seidman, in the future, could suffer a loss on
the sale of a stock in a company in which he has a  Schedule  130 filed or could
sell the stock before a sale of the company is announced.


<PAGE>


Dennis Pollack.  ("Pollack") is a Co-General  Partner of the Partnership.  Since
December 1, 1996,  Pollack  has been the  Managing  Director of Pegasus  Funding
Group based in Newton Square,  Pennsylvania,  an asset based lender.  From April
1996 to December 1998 he was President,  Chief Executive Officer and a member of
the Board of Directors of the Connecticut Bank of Commerce.  Since October 1998,
Pollack has been a consultant to Valley National Bank of Wayne,  New Jersey and,
since December 1998, has been a consultant to the Connecticut  Bank of Commerce.
From January 1995 to March 1996,  he was Regional  Vice  President  and National
Director   of   Bank   Consulting   of   Axiom    Management    Consulting,    a
management-consulting   firm  that  provides   specialized  business  processing
reengineering  services.  From  April 1995 to  December  1995,  he was  Regional
President of First Fidelity  Bank, New York.  From March 1988 to April 1995, Mr.
Pollack was the President,  Chief Executive Officer and a member of the Board of
Directors of the Savings Bank of Rockland County.  First Fidelity Bank purchased
the  Savings  Bank of  Rockland  County.  Mr.  Pollack  is the  Chairman  of the
Salvation  Army  Board-Rockland  County,  New  York  and was  previously  on the
Executive  Committee  for Good  Samaritan  Hospital  and the  Citizens  Advisory
Committee for the Helen Hayes Hospital.

                                  CERTAIN RISKS

     Purchasing  Interests  involves  certain  risks  to  an  investor.  Careful
attention  should be given to the  significant  risks discussed in the following
summary.

Dependence on the General Partners

     Either  Seidman  or Pollack  will make all  decisions  with  respect to the
management of the Partnership. Either General Partner will have the authority to
bind the  Partnership.  Limited  Partners have no right or power to take part in
the management of the Partnership.  As a result,  the success of the Partnership
for the  foreseeable  future  depends  largely  upon the ability and  continuing
availability  of the General  Partners.

Risks of Special  Techniques  and Short Sales.

     Each of the special  investment  techniques that the Partnership may use is
subject to certain risks that are summarized below.

     Short-Term  Trading.  Engaging  in  short-term  trading  may  result in the
Partnership's experiencing significant turnover and transactions costs.

     Leverage.   Borrowing  money  to  purchase   securities  will  provide  the
Partnership  with the opportunity for greater capital  appreciation  but, at the
same time,  may increase the  Partnership's  exposure to capital risk and higher
current expenses.  Moreover, if the Partnership's  revenue's were not sufficient
to pay the  principal  of and  interest  on the  Partnership's  debt  when  due,
Partners could sustain a total loss of their investment.

     Short Sales.  The possible losses to the Partnership from a short sale of a
security differ from losses that could be incurred from a cash investment in the
security;  the former may be  unlimited,  whereas  the latter can only equal the
total amount of the cash  investment.  Short-selling  activities  are subject to
restrictions  imposed by the federal  securities laws and the various securities
exchanges.

<PAGE>

     Options. Purchasing and selling call and put options entail risks. Although
an option  buyer's  risk is limited to the amount of the  purchase  price of the
option, an investment in an option may be subject to greater fluctuation than an
investment in the underlying  securities.  In theory, an uncovered call writer's
loss is  potentially  unlimited,  but in  practice  the loss is  limited  by the
duration of the call. The risk for a writer of a put option is that the price of
the underlying security may fall below the exercise price.

     The effectiveness of purchasing or selling stock index options as a hedging
technique depends upon the extent to which price movements in the portion of the
Partnership's  hedged portfolio  correlate with the price movements of the stock
index  selected.  Because the value of an index option depends upon movements in
the levels of the index rather that the price of a particular stock, whether the
Partnership  realizes a gain or loss from the  purchase or writing of options on
an index depends upon movements in the level of stock prices in the stock market
generally,  rather than movements in the price of a particular stock. Successful
use by the  Partnership of options on stock indexes will depend upon the ability
of the  General  Partners to predict  correctly  movements  in the stock  market
generally. This ability requires skills and techniques different from those used
in predicting changes in the price of individual stocks.

Small Cap Stocks

     At any given time,  the  Partnership  may have  significant  investments in
smaller-to-medium sized companies of a less seasoned nature whose securities are
traded  in the  over-the-counter  market.  These  "secondary"  securities  often
involve significantly greater risks than the securities of larger,  better-known
companies  and may be  more  subject  than  large  cap  stocks  to the  market's
assessment  of  industry  prospects  as  opposed  to  the  company's   financial
performance.

Derivative Instruments

     Swaps,  derivative  and certain  options  and other  custom  derivative  or
synthetic  instruments  are  subject  to  the  risk  of  nonperformance  by  the
counterparty  to such  instrument,  including  risks  relating to the  financial
soundness  and  creditworthiness  of the  counterparty.  From time to time,  the
Partnership may have limited exposure to such transactions.

High Risk Investments

     The  Partnership  may invest in  companies  involved  in (or the target of)
acquisition  attempts  or  tender  offers or  companies  involved  in  workouts,
liquidations, spin-offs, reorganizations, bankruptcies and similar transactions.
In any investment  opportunity  involving any such type of business  enterprise,
there exists the risk that the transaction in which such business  enterprise is
involved  either will be  unsuccessful,  take  considerable  time or result in a
distribution  of cash or a new security the value of which will be less than the
purchase price to the Partnership of the security or other financial  instrument
in respect of which such distribution is received.  Similarly, if an anticipated
transaction  does not in fact occur, the Partnership may be required to sell its
investment at a loss. Because there is a substantial  uncertainty concerning the
outcome of transactions  involving  financially  troubled companies in which the
Partnership may invest,  there is a potential risk of loss by the Partnership of
its entire investment in such companies.

<PAGE>


Extraordinary Expenses

     To the extent  that the General  Partners  decide to  aggressively  seek to
convince  management of a company in which the  Partnership has taken a position
of the correctness of their vision regarding the company's  prospects,  abnormal
expenses may be incurred if management is resistant.

Lack of Liquidity of Partnership Assets

     Partnership assets may, at any given time, include securities,  partnership
interest  or  obligations  for which no market  exists  and/or  which are thinly
traded.  The sale of any such  investments  may be possible only at  substantial
discounts and such investment may be difficult to value accurately.

Illiquidity

     The Interests are being offered without  registration under the 1933 Act in
reliance  upon an  exemption  contained  in  Section  4(2) of the  1933  Act and
Regulation  D  thereunder.  Certain  restrictions  on  transferability  preclude
disposition  and  transfer of  Interests  other than  pursuant  to an  effective
registration statement (which is not expected to exist) or in accordance with an
exemption  from  registration  contained  in the  1933  Act.  In  addition,  the
Partnership  Agreement  requires  that the  consent of the  General  Partners be
obtained  prior to the  transfer of an  Interest.  In light of the  restrictions
imposed on a transfer of an Interest, and in light of the limitations imposed on
a Partner's  ability to withdraw all or part of his or its capital  contribution
from the  Partnership,  an  investment  in the  Partnership  should be viewed as
illiquid and subject to high risk.

Changes in Applicable Law

     The  Partnership  must comply with various  legal  requirements,  including
requirements  imposed by the federal securities laws and tax laws. Should any of
those  laws  change  over  the  scheduled  term of the  Partnership,  the  legal
requirements  to which the  Partnership  and the Partners  may be subject  could
differ materially from current requirements.
<PAGE>


                              CONFLICTS OF INTEREST

     The Partnership is subject to various  conflicts of interest arising out of
its relationship to the General  Partners.  Conflicts of interest  involving the
Partnership include, but are not limited to, the following:

Service of the General Partners

     The  Partnership  depends  on  the  General  Partners  for  the  day-to-day
operation of the Partnership. Messrs. Seidman and Pollack will devote as much of
their time to the business of the General  Partners and Partnership as, in their
judgment,  is  reasonably  required,  but they are  involved  in other  business
activities, and Mr. Seidman has organized and operates several limited liability
companies  and  partnerships  that  have  the  same  investment  purpose  as the
Partnership. In addition, Mr. Seidman is paid a fee to advise certain individual
clients  with  respect  to  their  purchase  of  publically  traded  securities,
principally  thrift and bank stocks. As a result of their other activities,  the
General Partners may have a conflict of interest in allocating  management time,
services and functions among the Partnership and other business ventures.

Allocation of Investment Opportunities

     The General  Partners are responsible for the investment  decisions made on
behalf of the  Partnership.  Either  General  Partner has the  authority  and is
responsible for the investment decisions of the Partnership. Mr. Seidman is also
responsible  directly or indirectly for  investment  decisions made on behalf of
other potential  clients,  limited liability  companies and  partnerships.  If a
determination  is made that the Partnership and any other client should purchase
or sell the same  securities at the same time, the securities  will be allocated
in a manner believed to be equitable to each.  Circumstances may occur, however,
in which an  allocation  could have adverse  effects on the  Partnership  or the
other  client  with  respect  to the  price  or  size  of  securities  positions
obtainable or saleable.

Co-Investment by the General Partners

     From time to time, Pollack or Seidman,  in their individual  capacity,  may
invest in securities in which the Partnership invests.  Pollack and Seidman will
not, however, purchase or sell any securities on terms more favorable than those
received by the Partnership.

General Partners' Share of Profits

     The General  Partners  will receive a  performance  fee equal to 20% of the
Annual Net Profit of the Partnership.  Because their compensation is performance
driven,  the General Partners could be incentivized to make riskier  investments
in the hope of maximizing profits.
<PAGE>

Resolution of Conflicts

         Under the terms of the Partnership Agreement, the General Partners, in
resolving a conflict of interest between the General Partners and their
affiliates and the Partnership or Limited Partners, will consider the relative
interests of the parties involved in the conflict, any customary or accepted
industry practices, and any applicable generally accepted accounting practices
or principles.

                                TAX CONSEQUENCES

         A description of all of the aspects of Federal, state and local laws
that may affect the tax consequences of investing in the Partnership is beyond
the scope of this Private Placement Memorandum. The discussion that follows is
intended to be only a summary of certain tax considerations generally affecting
the Partnership and the Limited Partners. Prospective Limited Partners should
satisfy themselves as to the tax consequences of investing in the Partnership by
obtaining advice from their own tax advisor.



<PAGE>


Federal Income Tax Considerations in General

     The Partnership has been advised that the Partnership  should be treated as
a partnership,  and not as a corporation,  for federal income tax purposes under
current regulations, rulings and decisions.

     Each Limited  Partner  generally  will be required to report on his federal
income tax return his distributive  share of the  Partnership's  income,  gains,
losses,  deductions  and credits,  if any,  for the tax year of the  Partnership
ending within or with the Limited Partner's tax year.  Because the Partnership's
income is taxable to the Partners  when realized by the  Partnership,  it is not
usually taxed again when distributed to Partners.  If the Partnership were taxed
as a corporation (1) the Partnership's  income would be subject to corporate tax
rates; (2) Partnership  items of income,  gains,  losses,  deductions or credits
would not flow through to the Limited Partners; and (3) distributions to Limited
Partners,  if any, would be taxed when distributed as dividends to the extent of
current earnings and profits.

     It is  uncertain  as to  whether,  for  Federal  income tax  purposes,  the
Partnership  will be considered to be engaged in an investment  activity or in a
trade  or  business.  If the  Partnership  is  considered  to be  engaged  in an
investment  activity,  an individual  Limited Partner will be able to deduct his
share of the Partnership's expenses,  including administrative fees, only to the
extent  that those  expenses  (together  with his other  miscellaneous  itemized
deductions)  exceed 2% of his adjusted gross income. If the Partnership were not
considered  to be engaged in an  investment  activity but were  considered to be
engaged in a trade or business, then its partners would not be subject to the 2%
rule. However, such trade or business would not be considered a passive activity
and, therefore, losses and income of the Partnership from that trade or business
would be characterized as "non-passive"  income or loss and could not be used by
a Limited Partner to offset other passive income or loss.

     Whether the  Partnership  will be held to be engaged in a trade or business
or in an  investment  activity  will  depend  on the  extent  and  nature of the
Partnership's  trading  activity  in any  taxable  year.  This  issue is largely
resolved  on an  analysis  of  facts,  many of which  will be known  only in the
future.  Moreover,  it is unclear what legal standards would be applied to those
facts. Therefore, no clear guidance can be given whether the Partnership will be
considered  to be engaged in a trade or business or an  investment  activity for
federal income tax purposes.

     Under the Internal  Revenue  Code of 1986 (the  "Code"),  the  deduction of
interest  on funds  borrowed to acquire or carry  investment  assets is limited.
This limit would apply to the interest  expense of those  Limited  Partners,  if
any, who borrow to purchase their  Interests.  In general,  a deduction would be
disallowed  to a  noncorporate  taxpayer to the extent his  investment  interest
expense  exceeds his net  investment  income  (i.e.,  the excess of non-trade or
business  income from interest,  dividends,  rents and royalties,  over expenses
incurred in earning the income).

     The deduction of investment  interest that is disallowed  under these rules
is not lost permanently,  but may be claimed as an investment interest deduction
in succeeding taxable years subject to the limitation described above.

<PAGE>

     A taxpayer may not, under the Code,  deduct  interest paid on  indebtedness
incurred or continued for the purpose of purchasing or carrying obligations, the
income on which is exempt from tax.  The  Service  will infer a purpose to carry
tax-exempt  obligations whenever a taxpayer owns tax-exempt  obligations and has
outstanding  indebtedness  that is neither directly  connected with his personal
expenditures  nor incurred in connection  with his active  conduct of a trade or
business.  Ownership  of an  Interest  should not  constitute  either a personal
expenditure or the active conduct by the taxpayer of a trade or business  within
the  meaning of the Code.  Therefore,  in the case of a Limited  Partner  owning
tax-exempt  obligations,  the Service  might take the position  that the Limited
Partner's allocable portion of any interest expense of the Partnership should be
viewed in whole or in part as incurred to enable the Limited Partner to continue
carrying the  tax-exempt  obligations  and that the deduction of any interest by
the Limited Partner should be denied in whole or in part.

Federal Income Tax Rules Applicable
to Options and Hedging  Transactions

     The  Federal  income tax  consequences  of the  Partnership's  options  and
hedging transactions depend upon the nature of any underlying security,  whether
the  option is written or  purchased  and  whether  the "1256  Contract"  (which
addresses futures and foreign currency contracts and nonequity and dealer equity
options) or "straddle" rules apply to the transaction.

     Options in General.  When the Partnership  writes a call or a put option it
receives a premium.  If the option  expires  unexercised  or is closed out,  the
Partnership  realizes a gain (or loss if the cost of  closing  out  exceeds  the
amount of the  premium)  without  regard to any  unrealized  gain or loss on any
underlying  security.  Generally,  any such gain or loss is a short-term capital
gain or loss. If a call option  written by the  Partnership  is  exercised,  the
Partnership  recognizes a capital  gain or loss from the sale of the  underlying
security, and treats the premium as additional sales proceeds.  Whether the gain
or  loss is  long-term  or  short-term  depends  on the  holding  period  of the
underlying  security.  If a put option written by the  Partnership is exercised,
the  amount  of the  premium  reduces  the tax  basis of the  security  that the
Partnership then purchases.

     If a purchased  put or call option  expires  unexercised,  the  Partnership
realizes a capital  loss  equal to the cost of the  option.  If the  Partnership
enters into a closing  transaction  with  respect to the  option,  it realizes a
capital  gain or loss  (depending  on  whether  the  proceeds  from the  closing
transaction  are greater or less than the cost of the option).  The gain or loss
is short-term or long-term, depending on the Partnership's holding period in the
option. If the Partnership exercises a put option, it realizes a capital gain or
loss (short or  long-term  depending  on its holding  period for the  underlying
security  at the  time it  purchases  the put)  from the date of the  underlying
security  measured by the sales  proceeds  decreased by the premium paid. If the
Partnership exercised a call option, the premium paid for the option is added to
the tax  basis  of the  security  purchased.  Certain  options  which  could  be
purchased by the Partnership that remain unexpired and unexercised at the end of
the Partnership's taxable year are treated as sold at their year-end fair market
value under the Section 1256 Contract rules and the  corresponding  gain or loss
is recognized for Federal income tax purposes.



<PAGE>

     Section 1256  Contracts.  Gain or loss on Section 1256  Contracts  are
taken into account for Federal  Income tax purposes when actually  realized.  In
addition,  Section  1256  Contracts  remaining  unexercised  at  the  end of the
Partnership's  taxable  year are treated as sold and then  repurchased  at their
year-end fair Market value (i.e.,  "marked-to-market"),  with the  corresponding
gain or loss  recognized  for Federal income tax purposes.  Generally,  both the
realized and unrealized year-end gains or losses from these investment positions
are treated as 60% long-term and 40% short-term capital gain or loss, regardless
of the Partnership's actual holding period for the investments.

     Straddles.  The Partnership is generally authorized to enter into put,
call,  covered call and other  investments that may constitute one position in a
"straddle"  when  considered in  conjunction  with the other  investments of the
Partnership. If two (or more) positions constitute a straddle,  recognition of a
realized  loss from one  position  (including a  marked-to-market  loss) must be
deferred  to the  extent of  unrecognized  gain in an  offsetting  position.  In
addition,  long-term capital gain may be  recharacterized  as short-term capital
gain, or short-term  capital loss as long-term capital loss.  Interest and other
carrying charges  allocable to personal property that is part of a straddle must
also be capitalized.

     The Partnership may identify particular  offsetting positions as being
     components of a straddle, and a realized loss is recognized no earlier than
upon the liquidation of all of the components of the identified straddle. If the
Partnership makes certain elections,  the Section 1256 Contract  components of a
straddle   are  not   subject   to  the  60%   long-term   and  40%   short-term
marked-to-market  rules.  Instead,  the  amount,  the  nature (as  long-term  or
short-term)  and the timing of the  recognition  of the  Partnership's  gains or
losses from the affected straddle positions are determined under rules that vary
according to the type of election made.

     A  prospective   investor  in  the   Partnership   should  review  the
application  of these rules to his own  particular  tax  situation  with special
regard  to  the  potential  interaction  between  Partnership's  operations  and
transactions entered into by the investor in his own capacity.

Allocation of Taxable Income

     As a consequence of new Limited  Partners  joining the Partnership and
existing Partners adding capital to or withdrawing  capital from the Partnership
during a fiscal period of the Partnership,  the allocation of taxable income for
tax purposes by the Partnership may differ from the way in which the benefits of
the income have been allocated among the Partners for financial  purposes in any
one period.

State and Local Tax Consequences

     Prospective  investors in the Partnership  should consider not only federal
income tax consequences, but also the potential state and local tax implications
of an  investment  in the  Partnership.  State and  local  taxation  of  Limited
Partners differ, depending largely upon place of residence.
<PAGE>


Tax InformationTax

         The General Partners provide the Limited Partners with such statements
and reports with respect to the Partnership's activities as are required to
enable the Limited Partners to file their annual tax returns.

ERISA Considerations
     The  Partnership  may  accept  contributions  from  individual   retirement
accounts,  pension,  profit-sharing or stock bonus plans, and governmental plans
(all  such  entities  are  herein  referred  to  as  "Retirement  Trusts").  The
Partnership may accept capital contributions by Retirement Trusts that cause the
value of limited  partnership  interests in the  Partnership  held by Retirement
Trusts to constitute  25% or more of the value of the total limited  partnership
interests  in the  Partnership,  excluding  Partnership  interests  held  by the
General Partners or their affiliates.  In such event, the  Partnership's  assets
would be considered "plan assets" under the Employee  Retirement Income Security
Act of 1975, as amended ("ERISA").  A capital contribution by a Retirement Trust
that is subject to ERISA  would in such event be an  appointment  of the General
Partners as an  "investment  manager"  under such a  Retirement  Trust,  and the
contribution  must  therefore be  authorized  by a person who had the  authority
under the  Retirement  Trust's  governing  documents  to appoint an  "investment
manager", as well as the person responsible under the Retirement Trust documents
for making investment decisions for the portion of the Retirement Trust's assets
to be  invested  in the  Partnership.  Prior to  investing  in the  Partnership,
prospective  Retirement  Trust  investors  should  consult with legal counsel to
ensure that the governing  instruments of the prospective  investor  provide for
appropriate  provisions with respect to the appointment of the General  Partners
as an "investment manager".

     One of the  consequences  of the  Partnership's  assets  being deemed "plan
assets"  under  ERISA  would  be  applicability  of the  prohibited  transaction
provision  ERISA  and  Section  4975 of the  Code.  The  prohibited  transaction
provisions of ERISA prohibit may routine business  transactions  (such as sales,
leases,  extensions of credit, and the provision of services) between a plan and
persons who are "parties in interest" to a plan. "Parties in interest" is a term
broadly defined to include numerous  persons,  including most  importantly,  any
person who  provides  services to a plan (such as a  broker-dealer),  as well as
fiduciaries.  The prohibited transaction provisions of ERISA and Section 4975 of
the Code apply,  unless a specific exemption is available,  regardless of motive
and regardless of whether the transaction is beneficial to the plan.

     The penalties for violation of the prohibited  transaction rules include an
excise tax of 5 percent on the "amount  involved" in the prohibited  transaction
for each  year the  transaction  is  outstanding  and not  corrected,  and the 5
percent  excise tax can  escalate to 100  percent if the amount  involved in the
plan is not put back in at least as good a position as it would have been if the
prohibited  transaction had not occurred within a specified  period of time. The
latter  requirement  usually  requires the  transaction  to be rescinded and may
require  payment  to the  plan  for a loss  of  earnings  from  the  date of the
transaction to the date of the recission, and/or the disgorgement of profits.


<PAGE>


     There are, however,  numerous statutory and administrative  exemptions from
the prohibited transaction rules that may cover the Partnership's activities. It
is  expected  that these  rules will not pose any  significant  restrictions  on
investments   because  the   Partnership   engages   primarily  in  open  market
transactions on national securities  exchanges and, with respect to off-exchange
transactions,  the General  Partners  should  qualify as a so-called  "qualified
professional asset manager" as defined in one of the United States Department of
Labor's class exemptions from the prohibited transaction rules.

     If the  Partnership's  assets are  considered  the  assets of an  investing
Retirement Trust that is subject to ERISA, each such investing  Retirement Trust
will be required to reflect the assets and liabilities of the  Partnership,  and
in some  cases  the  Partnership's  income  and  expenses  as  well  as  certain
transactions  engaged in by the Partnership,  on its annual  return/report files
with the Internal Revenue Service. To ease the burden of preparing such filings,
the  Partnership  intends  to  utilize  the  alternative  method  of  compliance
described in DOL Regulation Section 2510.103-12 with respect to ERISA Plans that
file Form 5500 or Form 5500 C/R.

     As a condition to admission to the Partnership,  a Retirement Trust will be
required  to  make  certain  representations  in  the  Agreement  for  Admission
including  a  representation  that  the  investment  in the  Partnership  by the
Retirement  Trust has been  authorized by the  appropriate  person or person and
that the  Retirement  Trust has  consulted  its  counsel  with  respect  to such
investment.

Unrelated Business Taxable Income ("UBTI")

     The Partnership may use leverage in connection with its investment. In this
connection it should be noted that a tax-exempt  entity  (including a Retirement
Trust),  which invests in the Partnership,  would generally be subject to tax on
the  portion  of its share of  Partnership  profits  attributable  to the use of
leverage.  This  is  because  such  portion  of its  share  of  profits  will be
considered  "debt-financed  income" and will be taxable as  "unrelated  business
taxable  income" under the Federal income tax law. The law is not entirely clear
as to the proper way to determine what portion of a tax-exempt  partner's  share
of Partnership profits is attributable to the use of leverage by the Partnership
and therefore is "debt-financed income". Accordingly, while the Partnership will
compute  each  tax-exempt  partner's  share of  "debt-financed  income" from the
Partnership in a manner, which the Partnership determines, is reasonable,  there
can be no assurance that the Internal  Revenue Service will accept the method of
computation utilized by the Partnership.

                              THE PARTNERSHIP AGREEMENT

     The  following  is  a  brief  discussion  of  certain   provisions  of  the
Partnership  Agreement,  some of which  are  also  described  elsewhere  in this
Private Placement  Memorandum.  To obtain more detailed  information,  reference
should be made to the Partnership Agreement, which is attached as Exhibit A.
Control


<PAGE>


     The General  Partners  have the  exclusive  right to manage and control the
affairs of the Partnership and either General Partner can bind the  Partnership.
No  Limited   Partner  is  permitted  to  participate  in  the  control  of  the
Partnership's business,  transact any business in the Partnership's name or have
the power to sign documents for the  Partnership or bind the  Partnership in any
other way.

Liability of the General Partnerr

     The doing of any act or the failure to do any act by the General  Partners,
the effect of which may cause or result in loss, liability, damage or expense to
the  Partnership  or any Partner,  does not subject the General  Partners to any
liability to the Partnership or to any Partner, except that the General Partners
may be so liable if they act fraudulently or in bad faith, are grossly negligent
or guilty of willful misfeasance.

Liability of the Limited Partners

     A Limited  Partner is not liable for any debts or bound by any  obligations
of the Partnership,  except to the extent of his capital contribution. A Limited
Partner  receiving  a return of any part of the  capital he  contributed  to the
Partnership is not liable to the Partnership for the amount of the return unless
he knew,  at the time of the  distribution  that,  after  giving  effect  to the
distribution,  all  liabilities of the  Partnership,  other than  liabilities to
Partners on account of their  interests  in the  Partnership,  exceeded the fair
value of the Partnership's assets.

Additional Contributions;  New Limited  Partners

     Any Partner may elect,  with the consent of the General  Partners,  to make
additional contributions to the Partnership's capital as of the first day of any
fiscal quarter of the Partnership and more frequently than quarterly.

     New  Limited  Partners  may be  admitted  to the  Partnership.  The General
Partners may, in their  discretion,  admit new Limited  Partners as of the first
day of any fiscal quarter of the Partnership and more frequently than quarterly.

Form of Contributions

     Contributions to the Partnership's capital must be made in cash.

Allocations



<PAGE>


     Except as otherwise  provided in the  Partnership  Agreement  regarding the
treatment  of the "Hot Issues  Account",  allocation  of Net Profits (as defined
below) is a two-step process. First, all Net Profits are provisionally allocated
to all Partners in proportion to their respective Capital Accounts. Then, 20% of
the Net Profits  provisionally  allocated to Limited  Partners  (except  certain
Limited  Partners  affiliated  with the General  Partners) is reallocated to the
General  Partners.   This  20%  reallocation  is  the  "Incentive   Allocation".
Notwithstanding  the preceding,  if a Net Loss has previously  been allocated to
any  Partner,  no  part  of the  Net  Profits  provisionally  allocated  to such
Partner's  account  are  reallocated  to the General  Partners  as an  Incentive
Allocation  until the amount of the loss has been recouped.  This is referred to
in the  Partnership  Agreement  as the  "Recoupment  Allocation".  If a  Limited
Partner who is entitled to a Recoupment  Allocation withdraws any portion of his
Capital Account, the amount of Recoupment  Allocation to which he is entitled is
reduced in proportion to the amount of capital withdrawn. Net Losses (as defined
below) are allocated to all Partners in proportion to their  respective  Capital
Accounts.  The General Partners have unlimited  liability for the obligations of
the  Partnership.  This means  that if the  Partnership  were  unable to pay its
obligations,  creditors of the Partnership would have claims against the General
Partners.  Accordingly,  if the  Partnership  were to have a negative net worth,
which could be reflected as negative  balances in the General  Partners' Capital
Accounts,  profits would be allocated to the General Partners until the negative
balances were eliminated.  Thereafter, allocation of profits would return to the
normal basis described above.

     For purposes of the allocation  procedures  described  above, Net Profit of
the  Partnership  means,  with  respect  to a  particular  fiscal  period of the
Partnership, the excess of the aggregate revenue, income and gains (realized and
unrealized)  earned on an  accrual  basis by the  Partnership  during the fiscal
period from all sources over the expenses and losses  (realized and  unrealized)
incurred on an accrual basis during the fiscal period. Net Loss, for purposes of
the  allocation  procedures  described  above,  means,  with respect to a fiscal
period of the  Partnership,  the excess of all expenses and losses (realized and
unrealized)  incurred  on an accrual  basis  during the fiscal  period  over the
aggregate  revenue,  income and gains  (realized  and  unrealized)  earned on an
accrual basis by the Partnership during the fiscal period from all sources.

     Gains,  losses and expenses are allocated by the Partnership for income tax
purposes in a manner so as to reflect as nearly as possible the amounts credited
or charges to each  Partner's  Capital  Account under the  financial  allocation
procedures  described above. All matters concerning the valuation of securities,
the  allocation of profits,  gains and losses among the Partners,  including the
taxes on  them,  and  accounting  procedures,  not  specifically  and  expressly
provided for by the terms of the Partnership  Agreement,  are determined in good
faith by the  General  Partners,  whose  determinations  are final,  binding and
conclusive upon all of the Partners.

     At such times as the General  Partners wish to effect a transaction  in the
Hot Issues  Account (as described in Section 10 of the  Partnership  Agreement),
the requisite  funds would be  transferred to the Hot Issues Account from one or
more of the  regular  accounts.  Securities  involved  in the  distribution  are
purchased  in the Hot  Issues  Account.  If  sold,  the  proceeds  of  sale  are
transferred  from the Hot Issues Account to the regular  account.  If securities
are to be held,  such  securities are purchased by the regular  account from the
Hot Issues Account at fair market value.

     At the end of the particular  Fiscal Period,  if the Hot Issues Account has
been in existence in that Fiscal Period:


<PAGE>


         (A)      interest is charged to the Limited Partners having a
                  beneficial interest in the Hot Issues Account on the monies
                  paid to purchase the securities in the Hot Issues Account.
                  Such interest is charges to the Limited Partners in accordance
                  with their interests in the Hot Issues Account (being based on
                  the relationship between their Capital accounts as of the
                  beginning of the Fiscal Period) at the rate from time to time
                  being paid, or which would have been paid, by the Partnership
                  for borrowed funds during the various period that funds from
                  regular accounts have been held in or made available to the
                  Hot Issues Account, and such interest is credited to all of
                  the Limited Partners in the Partnership in accordance with
                  their Capital accounts as of the beginning of the Fiscal
                  Period; and

         (B)      the gains or losses resulting from the various transactions in
                  the Hot Issues Account is credited or debited to the Limited
                  Partners having an interest in the Hot Issues Account in
                  accordance with their interest therein.

Expenses

     The  Partnership  Agreement  provides that the  organizational  expenses be
borne by the Partnership.  The Partnership pays its own  administrative,  legal,
proxy and audit expenses and investment  expenses such as commissions,  research
fees, interest on margin accounts and other  indebtedness,  borrowing charges on
securities sold short,  custodial  fees, bank service fees and other  reasonable
expenses related to the purchase,  sale or transmittal of Partnership  assets as
determined by the General  Partners in their sole  discretion.  The  Partnership
pays an administrative  fee to the General Partners as of the end of each fiscal
quarter at an annual rate equal to 1% of the Partnership's Assets.

Withdrawals by Limited Partnersrs

     After a Limited  Partner  has been a Partner of the  Partnership  for eight
full fiscal quarters, such Limited Partner may, as of the end of any fiscal year
of the Partnership, or at other times at the discretion of the General Partners,
withdraw all or any part of his Capital Account with the Partnership, so long as
the General Partners receive written notice of the intended  withdrawal not less
than 90 days prior to the withdrawal date, stating the amount to be withdrawn. A
Partner  requesting a withdrawal will be subject to such charge,  as the General
Partners may determine, to cover the costs of selling securities and other costs
incurred  in order to effect  payment  of such  withdrawal.  If the  amount of a
withdrawal  by a  Limited  Partner  represents  less  than  75% of  the  Limited
Partner's  Capital  Account,  the Limited  Partner  receives the proceeds of the
withdrawal  within 30 days after the withdrawal date. If the amount of a Limited
Partner's  withdrawal  represents 75% or more of the Limited  Partner's  Capital
Account,  the Limited Partner receives 75% of his Capital Account within 30 days
after the withdrawal  date and the remainder of the amount  withdrawn  within 10
business days after the availability of the  Partnership's  financial  statement
for the period  including the  withdrawal  date. If a Limited  Partner  requests
withdrawal  of  capital,  which would  reduce the amount of his Capital  Account
below the amount of his initial Capital  Contribution,  the General Partners may
treat such request as a request for withdrawal of all of such Limited  Partner's
capital.



<PAGE>


     Any Limited  Partner's  Interest may be terminated by the Partnership as of
the end of any fiscal year of the Partnership upon 90 days prior written notice,
so long as the General  Partners  determine  the  termination  to be in the best
interest of the Partnership.  In the event that a Limited Partner's  Interest is
terminated by the  Partnership,  the Limited Partner receives 90% of his Capital
Account within 100 days after notice of termination and the remaining 10% within
10  business  days  after  the  availability  of  the  Partnership's   financial
statements for the fiscal year in which his or its Interest is terminated.

     The  distribution  of any amount  withdrawn  under any  circumstances  by a
Limited  Partner or paid to him upon  termination  of his  interest may take the
form of cash and or securities  as  determined by the General  Partners in their
sole discretion.





Withdrawals by the General Partner and Limited
Partners that are Affiliates of General Partner

     Each  General  Partner and each  Limited  Partner that is an affiliate of a
General Partner, has the right to withdraw an amount from his Capital Account as
of the end of any fiscal year of the Partnership,  without prior notification to
the Limited Partners, if, giving effect to such withdrawal,  the total amount of
the Capital  Accounts of the General  Partners and their  affiliates is as least
$50,000.  Although  the  General  Partners do not intend to effect or permit any
withdrawals of capital which would reduce the aggregate of the Capital  accounts
of the General Partners and their affiliates that are Limited Partners,  to less
than $50,000, a General Partner may do so on 45 days prior notice to the Limited
Partners.  In that  event,  if a Limited  Partner  gives  notice to the  General
Partners  not later  than 15 days after the date of such  notice by the  General
Partners,  the Limited  Partner may  withdraw his capital as of the same date as
the withdrawal by the General Partners or Affiliates.

     The  General   Partners  may  voluntarily   resign  or  withdraw  from  the
Partnership  as of the end of any fiscal  year of the  Partnership  upon 60 days
written notice sent to all Partners. As noted below under "Term of Partnership",
the Partnership's  business may be continued by the remaining General Partner in
the event of the withdrawal of a General Partner.
Term of PartnershipTerm of PartnershipTerm of Partnership

     The  scheduled  term  of the  Partnership  is  until  June  31,  2020.  The
Partnership  will  terminate  prior to the end of its  scheduled  term  upon the
written  consent  of all  Partners,  upon  the  entry of a  decree  of  judicial
dissolution,  or upon an event of withdrawal or  disqualification  of all of the
General Partners.

Dissolution

     On dissolution of the Partnership,  the General Partner (or if there are no
General  Partners  remaining,  one or more person  selected by Limited  Partners
holding a majority in interest of the Capital Accounts of Limited Partners) will
wind up the Partnership's  affairs and will distribute the Partnership's  assets
in the  following  manner and order:  (1) in  satisfaction  of the claims of all
creditors  of  the  Partnership,   other  than  the  General  Partners;  (2)  in
satisfaction  of  the  claims  of  the  General  Partners  as  creditors  of the
Partnership; and (3)any balance to the Partners in the relative proportions that
their respective  Capital Accounts bear to each other, those Capital Accounts to
be determined as if the fiscal year of the Partnership  ended on the date of the
dissolution.



<PAGE>


Reports

     Limited  Partners will receive interim  information  reports  quarterly and
annual financial statements.

Amendments

     The Partnership Agreement may be amended in whole or in part by the written
consent  of  the  General  Partners,  and of  Partners  whose  Capital  Accounts
constitute a majority in interest of the total  Partnership  Capital Accounts at
that time. In addition, any provisions of the Partnership Agreement,  other than
Section  9,  which  established  the  amount of  profit  and loss  allocated  to
Partners, may be amended by the General Partners in any manner that does not, in
the discretion of the General Partners, adversely affect any Limited Partner.

Indemnification

     The  Partnership  indemnifies  each  General  Partner  and his  associates,
employees  and  agents to the  fullest  extent  permitted  by law and holds each
harmless from and with respect to all (1) fees,  costs and expenses  incurred in
connection  with, or resulting  from,  any claim,  action or demand  against the
General Partner,  or any of his associates,  employees or agents that arises out
of or in any  way  related  to the  Partnership,  its  properties,  business  or
affairs;  and (2) any losses or damages resulting from any such claim, action or
demand,  including amounts paid in settlement or compromise of the claim, action
or demand. This indemnification applies,  however, only so long as the action or
failure to act by the General Partner or by his associates,  employees or agents
does  not  constitute  bad  faith  or  willful  misfeasance.   Advances  by  the
Partnership  to cover the cost of defense  against  such claims may be made to a
General Partner prior to the adjudication or other resolution  thereof. If it is
subsequently  determined by a court of competent  jurisdiction  that the General
Partner was not entitled to  indemnification  against  liability  arising from a
particular  claim,  action or demand,  such General  Partner will be required to
reimburse the Partnership for any advances made to cover the cost of the defense
against such claim, action or demand.

Rights of Transfer

     No Limited Partner may assign or otherwise transfer his or its Interest, in
whole or in part,  without  the consent of the  General  Partners  and without a
written opinion of counsel that the transfer is consistent with the 1933 Act and
applicable provisions of any state's "Blue Sky" law, and would not result in the
Partnership's  having to register as an investment  company under the Investment
Company  Act of 1940,  as amended  (the "1940  Act").  In  addition,  no Limited
Partner  has the  right to have his or its  assignee  admitted  as a  substitute
Limited Partner, except upon the written consent of the General Partners,  which
consent may be withheld in the discretion of the General Partners.

<PAGE>



                         INVESTING IN THE PARTNERSHIP

Minimum Subscription

     Each  potential  Limited  Partner must subscribe for a minimum of $100,000.
The General Partners in their discretion may waive this minimum subscription.

Investor Suitability Standards

     The Interests offered pursuant to this Private Placement Memorandum are not
registered under the 1933 Act and must be acquired for investment and not with a
view to  distributing  them  within the  meaning  of the 1933 Act.  As a result,
offers and sales of the Interests are made by the Partnership only to affiliates
of the General Partners and to other prospective  investors who, in the judgment
of the General Partners, satisfy the following suitability standards:

         (1)      The investor, if an individual, qualifies as an "accredited
                  investor" because he or she (a) has a net worth, or joint net
                  worth with his or her spouse, of at least $1,000,000, or (b)
                  had an individual income in excess of $200,000 in each of the
                  two most recent years, or joint income together with his or
                  her spouse in excess of $300,000 in each of those two years,
                  and reasonably expects to reach the same income level in the
                  current year.

         (2)      The investor, if an entity, qualifies as an "accredited
                  investor" because it is:

                  (a)      a bank as defined in Section 3(a)(2) of the 1933 Act,
                           or a savings and loan association or other
                           institution as defined in Section 3(a)(5)(A) of the
                           1933 Act, whether acting in its individual capacity
                           or in a fiduciary capacity;

                  (b)      a registered-broker-dealer;

                  (c)      an insurance company as defined in Section 2(13) of
                           the 1933 Act;

                  (d)      an investment company registered under the 1940 Act
                           or a business  development company as defined in
                           Section 2(a)(48) of the 1940 Act1;



<PAGE>


                  (e)      a Small Business  Investment Company licensed by the
                           Small Business  Administration  under Section 301(c)
                           or (d) of the Small Business Investment Act of 1958;

                  (f)      any plan established and maintained by a state, its
                           political subdivisions, or any agency or
                           instrumentality of a state or its political
                           subdivisions, for the benefit of its employees, if
                           such plan has total assets in excess of $5 million;

                  (g)      a private business  development  company as defined
                           in Section 202(a)(22) of the Investment  Advisers Act
                           of 1940 (the "Advisers Act");

                  (h)      an organization described in Section 501(c)(3) of the
                           Internal Revenue Code, a corporation, a Massachusetts
                           or similar business Trust, or a partnership, not
                           formed for the specific purpose of investing in the
                           Partnership, with total assets in excess of $5
                           million; or

                  (i)      a trust with total assets in excess of $5 million,
                           not formed for the specific purpose of investing in
                           the Partnership, whose purchase is directly by a
                           person who the General Partner has no reason to
                           believe has such knowledge and experience in
                           financial and business matters that he is capable of
                           evaluating the merits and risks of investment in the
                           Partnership;

                  (j)      any other entity all of the equity owners of which
                           are "accredited investors".

         (3)      The investor must have the ability to bear the economic risks
                  of his investment in the Partnership.

         (4)      The investor must have sufficient  knowledge and experience
                  in financial,  business or investment matters to evaluate
                  the merits and risks of his investment,

         (5)      The investor must confirm and represent that his Interest in
                  the Partnership is being acquired for investment and not with
                  a view to distribution.

         (6)      The investor must not be a non-resident alien or foreign
                  corporation, foreign trust or foreign estate.

         (7)      The investor must be an individual or a "company" which either
                  has assets of at least $1 million or has invested at least
                  $100,000 in the Partnership. However, the General Partners may
                  sell Limited Partnership interest to 35 investors who do not
                  meet the above criteria.

         Each investor is required to make certain other representations to the
Partnership, including (but not limited to) representations as to his access to
information concerning the Partnership.



<PAGE>


Access to Information

     The General  Partners  will make  available to  prospective  investors  any
non-propriety  materials  available  to the  General  Partners  relating  to the
Partnership, and will answer all inquiries from prospective investors concerning
the Partnership,  the General Partners, the business of the Partnership, and any
other  matters  relating to the formation of the  Partnership  and the offer and
sale of the  Interests.  The  General  Partners  will  also  afford  prospective
investors the opportunity to obtain any additional non-propriety information (to
the extent the  General  Partners  possess  that  information  or can acquire it
without unreasonable effort or expenses) necessary to verify the accuracy of any
representations or information contained in this Private Placement Memorandum.

     Prospective  investors  are invited to  communicate  directly  with Messrs.
Seidman or Pollack,  as the  representatives  of the General  Partner  should be
directed to the  Partnership's  office located at 47 Blueberry Drive,  Woodcliff
Lake, New Jersey 07675. Mr.  Seidman's phone number is (973) 560-1400,  Ext. 108
Mr. Pollack's phone number is (610) 892-8162.

Method of Subscription

         An investor may subscribe to purchase an Interest by (1) completing,
dating and signing two copies of the Subscription Agreement accompanying this
Private Placement memorandum, (2) signing and having notarized the Limited Power
of Attorney delivered with this Private Placement Memorandum, and (3)delivering
the signed copies of the foregoing documents to a General Partner together with
a check in an amount equal to the Dollar amount of the Interest to be purchased.
The General Partners reserve the right to accept or reject any subscription in
their discretion for any reason whatsoever. Amounts paid by any subscriber whose
subscription is rejected will be promptly returned.


<PAGE>


                   MISCELLANEOUS SECURITIES

Registration Under the Investment Act

     The General  Partners do not intend to  register as an  investment  adviser
under the Investment  Advisers Act of 1940, as amended.  If the General Partners
were  registered  as  investment  adviser,  they  would be  subject  to  various
requirements,  including  restrictions  relating  to the  manner in which  their
compensation  for investment  advisory  services could be computed.  Prospective
investors  should   understand  that  the   compensation   arrangements  of  the
Partnership  Agreement may create an incentive for the General Partners to cause
the Partnership to make investments that are riskier or more speculative than if
their  compensation  did not  depend on the Net Profit of the  Partnership.  See
"CONFLICTS OF INTEREST-General Partners' Share of Profits".

Exemption from the Investment Company Act

     To ensure  that the  Partnership  is  exempt  from  registration  under the
Investment  Company  Act,  the General  Partners may limit the number of Limited
Partners  and the  percentage  interest in the  Partnership  that may be held by
certain investors.


<PAGE>

                             ADDITIONAL INFORMATION

     This Private  Placement  Memorandum is intended only to be a summary of the
more  significant  features of investing in the  Partnership and is qualified by
the provisions of the Partnership Agreement.

                             PROFESSIONAL ASSISTANCE

     Mr.  Dennis  Pollack  prepared  the  Offering  Memorandum  and  Partnership
Agreement and no independent  counsel passed upon the legal matters on behalf of
the  Partnership.  The Partnership  intends to retain  Schonbraun  Sapris McCann
Bekritsky & Co., LLC of Roseland, New Jersey, as the independent accountant firm
for the Partnership.




<PAGE>








                           EXHIBIT A

                       AGREEMENT OF LIMITED PARTNERSHIP OF

                      POLLACK INVESTMENT PARTNERSHIP, L.P.


         THIS AGREEMENT OF LIMITED PARTNERSHIP of Pollack Investment
Partnership, L.P. (The "Partnership"), dated as of June 2000, by and between
Lawrence B. Seidman and Dennis Pollack, as the General Partners (the "General
Partners") and the persons and entities, referred to in schedule A on file at
the offices of the Partnership, who have executed this Agreement, either
directly or indirectly by an attorney-in-fact, as limited partners (the "Limited
Partners").

                                    PREMISES:

         The Partnership was organized in accordance with the New Jersey revised
Uniform Limited Partnership Act by the filing by the General Partners of a
Certificate of Limited Partnership with the office of the Secretary of State of
the State of New Jersey on
----------------,

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, effective as of June , 2000, it is hereby
agreed as follows:

         1.       Definitions

     The  following  terms shall have the  following  meaning  when used in this
Agreement:

     (a) "Act" shall mean the New Jersey  Revised  Uniform  Limited  Partnership
Act, as amended from time to time.
     (b) "Affiliate" shall mean any person performing  services on behalf of the
Partnership  who (i) directly or indirectly  controls,  is controlled  by, or is
under common control with a General  Partner;  (ii) is a company of which either
or both of the General  Partners are a  controlling  shareholder  or an officer,
director,  partner  or  trustee;  (iii) a member of the  family of either of the
General Partners;  or (iv) an Individual Retirement Account or similar trust for
the benefit of either or both of the General Partners.
     (c)  "Agreement"  shall mean this  Agreement of Limited  Partnership of the
Partnership,  as originally executed and as amended,  modified,  supplemented or
restated from time to time.
     (d) "Capital Account" shall mean the account described in Section 8 of this
Agreement.
     (e)  "Certificate"  shall  mean the  Partnership's  Certificate  of Limited
Partnership as defined in Section 2 of this Agreement.

     (f) "Code"  shall mean the Internal  Revenue Code of 1986,  as amended from
time to time, and the regulations issued thereunder.


<PAGE>



     (g) "Fiscal Period" shall mean the period  beginning on the day immediately
succeeding the last day of the immediately preceding Fiscal Period and ending on
the earliest occurring of the following:
                  (i)      The last day of the Fiscal Year;

                  (ii)     The day immediately preceding the day on which a new
Partner is admitted to the Partnership;

                  iii)     The day immediately preceding the date on which a
Partner makes an additional capital contribution to the Partner's capital
account;

                  (iv)     The day on which a Partner withdraws, in whole or in
part, the amount of his Capital Account;

                  (v)      The date of dissolution of the Partnership in
accordance with Section 5 of this Agreement.

     (h) "Fiscal Quarter" shall mean a fiscal quarter of the Partnership.

     (i)  "Fiscal  Year" shall mean the fiscal  year of the  Partnership,  which
shall correspond to the calendar year.

     (j) "General Partners  Percentage"  shall mean a percentage  established by
the General Partners for each General Partner on the  Partnership's  books as of
the first day of each Fiscal Period.  The sum of the Percentages for each Fiscal
Period shall equal one hundred percent (100%).

     (k) "Net Profit" of the Partnership  shall mean, with respect to any Fiscal
Period,  theexcess of the  aggregate  revenue,  income and gains  (realized  and
unrealized)  earned  on an  accrual  basis  during  the  Fiscal  Period  by  the
Partnership  from all  sources  over  the  expenses  and  losses  (realized  and
unrealized)  incurred  on an  accrual  basis  during  the  Fiscal  Period by the
Partnership.

     (l) "Net Loss" of the  Partnership  shall mean,  with respect to any Fiscal
Period, the excess of all expenses and losses (realized and unrealized) incurred
on an  accrual  basis,  during  the Fiscal  Period by the  Partnership  over the
aggregate  revenue,  income and gains  (realized and  unrealized)  earned on the
accrual basis during the Fiscal Period by the Partnership from all sources.

     (m) "Partnership  Percentage" shall mean a percentage  established for each
partner on the Partnership books as of the first day of each Fiscal Period.  The
Partnership  Percentage  of a Partner for a Fiscal Period shall be determined by
dividing the amount of the Partner's  Capital Account as of the beginning of the
Fiscal  Period by the sum of the capital  accounts of all of the  Partners as of
the beginning of the Fiscal Period.  The sum of the  Partnership  Percentage for
each Fiscal Period shall equal one hundred percent (100%).

<PAGE>


     2. Organization.

     The General  Partners have executed a  Certificate  of Limited  Partnership
pursuant to the  provisions of the Act (the  "Certificate")  and have caused the
Certificate to be filed as required by the Act. The General  Partners shall also
execute and record all amendments to the Certificate or additional  certificates
as may be required by this Agreement or by law.

     3. Name of Partnership.

     The name of the Partnership shall be Pollack Investment Partnership,  L.P.,
or such other name as the General Partners may from time to time designate.

     4. Principal Office, Resident Agent, Registered Office

     The principal  office of the  Partnership is 47 Blueberry  Lane,  Woodcliff
Lake,  NJ 07675 or any other  place  determined  by the  General  Partners.  The
Partnership's  phone number is (973) 560 -1400 ext. 108. The name and address of
the registered agent for service of process in the State of New Jersey is Dennis
Pollack,  47  Blueberry  Lane,  Woodcliff  Lake,  NJ 07675.  The  address of the
registered  office of the  Partnership  in the State of New Jersey is c/o Dennis
Pollack, 47 Blueberry Lane, Woodcliff Lake, NJ 07675.

     5. Term of the Partnership.

     (a)  The  term  of  the  Partnership,  having  commenced  on the  date  the
Certificate  was filed,  shall continue until the first of the following  events
occurs:

                  (i)      June 31, 2020;

                  (ii)     a written consent to dissolution of the Partnership
by all Partners;

                  (iii) all of the General Partners ceasing to be General
Partners as a result of doing or being subject to one or more of the following:

     (A) withdrawing  from the Partnership in accordance with Section 21 of this
Agreement;

     (B) assigning all of his interest in the Partnership;

     (C) making an assignment for the benefit of his creditors;

     (D) filing a voluntary petition in bankruptcy;

     (E) being adjudged  bankrupt or insolvent or having entered  against him an
order of relief in any bankruptcy or insolvency proceeding;


<PAGE>


     (F) filing a petition or answer  seeking  for  himself any  reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution, or similar
relief under any statute, law, or regulation;

     (G) filing an answer or other pleading  admitting or failing to contest the
material  allegations of a petition filed against him in any proceeding  seeking
reorganization,    arrangement,    composition,    readjustment,    liquidation,
dissolution, or similar relief under any statute, law or regulation;

     (H) seeking  consenting to, or acquiescing in the  appointment of a trustee
or receiver, or liquidator of all or any substantial part of his properties;

     (I)  being  the   subject  of  any   proceeding   seeking   reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution, or similar
relief  under any  statute,  law or  regulation,  which  proceeding  shall  have
continued for one hundred and twenty (120) days after the commencement  thereof;
or the appointment of a trustee,  receiver,  or liquidator for him or all or any
substantial part of his properties  without his consent or  acquiescence,  which
appointment  is not  vacated  or  stayed  within  ninety  (90)  days  after  the
appointment;

     (J) the death of a General Partner; or

     (K) the  entry  by a  court  of  competent  jurisdiction  adjudicating  him
incompetent to manage his person or his property; or

     (iv) issuance of a non-appealable  decree of dissolution of the Partnership
by a New Jersey court of competent jurisdiction.

     (b) In the event a General  Partner  does or becomes  subject to any of the
provisions  of  subsection  (a)(iii) of this  Section 5, the  remaining  General
Partner  shall be  permitted to carry on the  business of the  Partnership  upon
written  notice  provided  to all  Partners  of the  decision  to  continue  the
Partnership's business.



     (c) If any one or more of the  termination  events listed in this Section 5
occurs,  and if the  remaining  General  Partner  chooses  not to  carry  on the
business of the  Partnership in accordance with the provisions of subsection (b)
of this Section 5, the  Partnership  shall be dissolved and its affairs wound up
as provided in Section 22 of this Agreement.

         6.       Purposes.

         The Partnership is organized for the following purposes:

     (a) to invest and trade, on margin or otherwise,  in "Securities",  as that
term is defined in Section 2(1) of the  Securities  Act of 1933, as amended (the
"1933 Act");

     (b) to sell Securities short and cover short sales;

<PAGE>


     (c) to lend funds or properties of the Partnership;  either with or without
security; and
     (d) to execute,  deliver and perform all contracts and other  undertakings,
and engage in all activities and transactions, that the General Partners believe
are  necessary or advisable in carrying out the purposes  specified  subsections
(a), (b), and (c) of this Section 6, including without limitation:
     (i) to purchase, transfer or acquire in any manner and exercise all rights,
powers,  privileges and other  incidents of ownership or possession with respect
to the investments described in subsection (a) of this Section 6; and
     (ii) to register or qualify the Partnership under any applicable Federal or
state  laws,  or  to  obtain  exemptions  under  those  laws,  if  registration,
qualification or exemption is deemed necessary by the General Partners.

         7.       Contributions of the Partners; New Partners.

     (a) Each Partner shall make a  contribution  to the  Partnership's  capital
("Capital  Contribution")  in the amount set out opposite the Limited  Partner's
name in Schedule A attached to this Agreement.
     (b) Any Partner may elect,  with the  consent of the General  Partners,  to
make an  additional  Capital  Contribution,  as of the first  day of any  Fiscal
Quarter.  The General Partners may, in their sole discretion,  permit additional
Capital Contributions to be made more frequently than quarterly.
     (c)  No  Partner  shall  be  required  to  make  any   additional   Capital
Contributions.
     (d) Capital Contributions made by Limited Partners must be in cash.
     (e) The General Partners shall have the right,  but not the obligation,  to
admit new Partners to the Partnership as of the first day of any Fiscal Quarter.
The General Partners may, however, in their sole discretion,  admit new Partners
more frequently than quarterly.

         8.       Capital Accounts.

     A Capital  Account shall be  established  for each Partner.  For the Fiscal
Period  during  which a Partner is  admitted  to the  Partnership,  his  Capital
Account  shall equal the amount of his initial  Capital  Contribution.  For each
subsequent  Fiscal Period,  the Partner's  Capital Account will equal the sum of
the  amount of his  Capital  Account  as finally  adjusted  for the  immediately
preceding Fiscal Period and the amount of any additional  Capital  Contributions
made by the Partner as of the first day of the current Fiscal Period.




<PAGE>


         9.       Adjustments to Capital Accounts.

     At the end of the Fiscal Period, the Capital Accounts of the Partners shall
be adjusted in the following manner:

     (a) Subject to the  provisions of  subsections  (c) and (d) and (f) of this
Section 9, Net Profit of the  Partnership  for the Fiscal Year shall be credited
as follows:
     (i) Twenty  percent  (20%) of the Net Profit  shall be  reallocated  to the
General Partners for each Fiscal Year as an "Incentive Allocation" to be divided
equally between the General Partners.
     (ii) The  remaining  Net  Profit  shall be  allocated  to the  Partners  in
proportion to their Capital Accounts.

     (b) Net Loss of the  Partnership  for the  Fiscal  Year  shall  be  debited
against the Capital  Account of each Partner in  proportion  to an in accordance
with the  balance in the Capital  Account of the Partner  until the value of any
Partners' Capital Account becomes zero.  Thereafter,  any remaining Net Loss for
the Fiscal Year shall be debited to Partners having  positive  balances in their
Capital  Accounts  in  proportion  to those  balances,  until  the value of each
Partner's Capital Account becomes zero.  Thereafter,  any remaining Net Loss for
the Fiscal Year shall be debited to the General Partners in accordance with each
General Partner's General Partners' Percentage for the Fiscal Period.

     (c) In the event that the Capital  Account of one or more General  Partners
has a negative  balance,  one  hundred  percent  (100%) of the Net Profit of the
Partnership  for the Fiscal  Period shall be credited to the General  Partner(s)
whose  Capital  Accounts  have  negative   balances  in  accordance  with  their
respective  General Partners'  Percentages until no General Partner shall have a
negative Capital Account balance.

     (d) Anything in this Section 9 to the contrary notwithstanding,  if any Net
Losses are  allocated to the account of any Limited  Partner,  each such Limited
Partner shall be entitled to a "Recoupment Allocation" of subsequent Net Profits
of the  Partnership,  in an amount in proportion to his Partnership  Percentage,
until  such Net Loss  shall  have been  eliminated.  The  amount of Net  Profits
allocated as a Recoupment  Allocation  shall not exceed,  but shall reduce,  the
amount  of Net  Profits  otherwise  allocable  to the  General  Partners  as the
Incentive  Allocation  pursuant to Section 9(a)(ii) hereof. If a Limited Partner
who is entitled to a  Recoupment  Allocation  shall  withdraw any portion of his
Capital  Account,  the amount of  Recoupment  Allocation to which he is entitled
shall be reduced in proportion to the amount of capital withdrawn.

     (e) The amount of any withdrawal made by the Partner pursuant to Section 21
or Section 22 of this Agreement  shall be debited against the Capital Account of
that Partner.

     (f)  Allocations  of Net  Profit  or  Net  Loss  for a  Fiscal  Period,  if
necessary,   shall  be  made  in  accordance  with  each  Partner's  Partnership
percentage,  adjusted as provided in paragraph  (a) of this Section 9 at the end
of the Fiscal Year,  provided  that the  "Incentive  Allocation"  may not exceed
twenty percent (20%) of the Net Profit for the Fiscal Year.

<PAGE>

         10.      Hot Issues.

     In the event the General  Partners decide to invest in securities which are
the subject of a public  distribution and which the General  Partners,  in their
sole  discretion,  believe  may become a "hot  issue" as that term is defined in
Article III, Section 1 of the Rules of Fair Practice of the National Association
of  Securities  Dealers,  Inc. (the "NASD"),  such  investment  shall be made in
accordance with the following provisions:

     (a) any such investment made in a particular Fiscal Period shall be made in
a special account (the "Hot Issue Account");

     (b) only those Partners who do not fall within the  proscription of Article
III,  Section I of said NASD Rules of Fair  Practice  ("Unrestricted  Partners")
shall have any beneficial interest in the Hot Issues Account;

     (c) each Unrestricted  Partner shall have a beneficial  interest in the Hot
Issues Account for any Fiscal Period in the proportion  which such  Unrestricted
Partner's Capital Account, as of the beginning of the Fiscal Period, bore to the
sum of the Capital Accounts of all Unrestricted  Partners as of the beginning of
such Fiscal Period.

     (d) funds required to make a particular  investment shall be transferred to
the Hot Issues Account from the regular account of the  Partnership;  securities
involved  in the  public  distribution  shall  be  purchased  in the Hot  Issues
Account,  held in the Hot Issues Account and eventually sold from the Hot Issues
Account or transferred to the regular account at fair market value as of the day
of transfer as  determined  by the General  Partners  with such  transfer  being
treated as a sale; if such securities are sold from the Hot Issues Account,  the
proceeds  of the sale shall be  transferred  from the Hot Issues  Account to the
regular account of the Partnership.



<PAGE>

     (e) as of the  last  day of  each  Fiscal  Period  in  which  a  particular
investment or investments are held in the Hot Issues Account: (A) interest shall
be debited to the Capital  Accounts of the  Unrestricted  Partners in accordance
with their  beneficial  interest in the Hot Issues  Account at the interest rate
being paid by the  Partnership  from time to time for borrowed  funds during the
period in that Fiscal Period that funds from the regular  account have been held
in or made  available to the  particular Hot Issues Account or, if no such funds
are being  borrowed  during  such  period,  the  interest  rate that the General
Partners  determine  would  have  been paid if funds  had been  borrowed  by the
Partnership  during  such  period;  and such  interest  shall be credited to the
Capital  Accounts  of  all  the  Partners,  both  General  and  Limited,  in the
proportions which (i) each Partner's Capital Account as of the beginning of such
Fiscal Period bore to (ii) the sum of the Capital Accounts of all Partners as of
the beginning of such Fiscal Period and (B) any Net Profits or Net Losses during
such Fiscal Period with respect to the Hot Issues  Account shall be allocated to
the Capital  Accounts of the  Unrestricted  Partners  in  accordance  with their
beneficial  interest  in the Hot  Issues  Account  during  such  Fiscal  Period;
provided,  however, that the amount of such interest shall not exceed the amount
of profit accrued in the Hot Issues Account; and

     (f) the  determination  of the General  Partners as to whether a particular
Partner  falls within the  proscription  of Article  III,  Section I of the NASD
Rules of Fair Practice shall be final.

         11.      Valuation.

     The  Partnership's  assets shall be valued in accordance with the following
principles:

     (a) Any Security that is listed on a national  securities  exchange will be
valued at its last sale price on the date of  determination  as  recorded by the
composite tape system,  or if no sales occurred on that day, at the mean between
the closing  "bid" and  "asked"  prices on that day as recorded by the system or
the exchange, as the case may be;

     (b) Any Security that is a National  Market  Security will be valued at its
last  sale  price on the  date of  determination  as  reported  by the  National
Association of Securities  Dealers Automated  Quotations System ("NASDAQ") or if
no sale  occurred on that day, at the mean between the closing "bid" and "asked"
prices on that day as reported by NASDAQ;

     (c) Any  Security  not listed on a national  securities  exchange and not a
National  Market  Security  will be valued at the mean between the closing "bid"
and "asked" prices on the date of determination as reported by NASDAQ or, if not
so reported, as reported in the over-the-counter market in the United States;

     (d) An option shall be valued at the last sales price or, in the absence of
a last sales price, the last offer price; and

     (e) All other  Securities  shall be  assigned  the value  that the  General
Partners in good faith determine.

     12. Determination by General Partners of Certain Matters.

     (a) All matters  concerning the valuation of Securities,  the allocation of
profits,  gains and losses among the  Partners,  including the taxes on them and
accounting procedures,  not specifically and expressly provided for by the terms
of this  Agreement,  shall be determined in good faith by the General  Partners,
whose  determination  shall be final,  binding  and  conclusive  upon all of the
Partners.

     (b) Gains,  losses,  and expenses of the Partnership for each Fiscal Period
shall be allocated  among the Partners for income tax purposes in a manner so as
to  reflect,  as nearly as  possible,  the  amounts  credited or charged to each
Partner's Capital Account pursuant to Section 9 of this Agreement.



<PAGE>

     (c) The General Partners shall have the power to make all tax elections and
determination  for the  Partnership,  and to take any and all  action  necessary
under  the  Code  or  other   applicable  law  to  effect  those  elections  and
determinations.  All such elections and  determinations  by the General Partners
shall be final, binding and conclusive upon all Partners.

         13.      Liability of Partners.

     (a) The General Partners shall not be obligated to contribute cash or other
assets to the  Partnership  to make up deficits in their Capital  Accounts or in
the  Capital  Accounts  of the Limited  Partners  either  during the term of the
Partnership or upon  liquidation.  The General  Partners shall be liable for all
debts and  obligations of the  Partnership to the extent that the Partnership is
unable to pay such debts and obligations.

     (b) The doing of any act or the failure to do any act by a General Partner,
the effect of which may cause or result in loss, liability, damage or expense to
the  Partnership  or any  Partner  shall not  subject a General  Partner  to any
liability to the  Partnership or to any Partner,  except that a General  Partner
may also be liable  if he has not acted in good  faith,  was  guilty of  willful
misfeasance or was grossly negligent.

     (c) A  Limited  Partner  will not be  liable  for any debts or bound by any
obligations  of the  Partnership  except to the extent set forth in  subsections
(d), (e) and (f) of this Section 13.

     (d) A  Limited  Partner  who has  received  the  return  of any part of his
Capital Contribution without violation of this Agreement or the Act shall not be
liable therefore to the Partnership or its creditors.

     (e) A Limited  Partner  receiving  a return of any  portion of his  Capital
Contribution  in  violation  the Act or this  Agreement  will be  liable  to the
Partnership  for a period  of six (6)  years  thereafter  for the  amount of the
contribution wrongfully returned.

     (f) A Limited  Partner may be liable to the Partnership or creditors of the
Partnership for any amounts  distributed if, and to the extent that, at the time
of  the  distribution,  he  actually  knew  that,  after  giving  effect  to the
distribution,  all  liabilities of the  Partnership,  other than  liabilities to
Partners on account of their  interest  in the  Partnership,  exceeded  the fair
value of the Partnership's assets.

         14.      Rights and Duties of the General Partners.

     (a) The  General  Partners  shall  have the  exclusive  right to manage and
control the affairs of the  Partnership,  and shall have the power and authority
to do  all  things  necessary  or  proper  to  carry  out  the  purposes  of the
Partnership.  The General  Partners shall devote an amount of time and attention
that  the  General   Partners  in  their  sole  discretion  deems  necessary  or
appropriate.

     (b) Without limiting the generality of the foregoing,  the General Partners
shall have full power and authority to:


<PAGE>


     (i) engage independent agents, investment advisors, attorneys,  accountants
and  custodians  as the General  Partners  deem  necessary or advisable  for the
affairs of the Partnership;

     (ii) receive,  buy, sell,  exchange,  trade, and otherwise deal in and with
Securities and other property of the Partnership;

     (iii)  open,  conduct  and close  accounts  with  brokers  on behalf of the
Partnership and to pay the customary fees and charges applicable to transactions
in those accounts;

     (iv) open,  maintain and close accounts,  including margin  accounts,  with
brokers and banks,  and to draw checks and other orders for the payment of money
by the Partnership;

     (v) file,  on behalf of the  Partnership,  all  required  local,  state and
Federal tax and other returns relating to the Partnership;

     (vi) cause the  Partnership  to purchase or bear the cost of any  insurance
covering the potential  liabilities  of the General  Partners and any associate,
employee or agent of the General Partners  arising out of the General  Partner's
actions as General Partner under this Agreement;

     (vii) cause the  Partnership  to purchase or bear the cost of any insurance
covering the potential liabilities of any person serving as a director,  officer
or employee of an entity in which the  Partnership has an investment or of which
the Partnership is a creditor;

     (viii) commence or defend  litigation or submit to arbitration any claim or
cause of action that pertains to the Partnership or any Partnership assets;

     (ix)  enter  into,  make  and  perform  contracts,   agreements  and  other
undertakings,  and to do any other acts, as the General Partners deems necessary
or advisable for, or as may be incidental to, the conduct of the business of the
Partnership,  including,  without  limiting  the  generality  of the  foregoing,
contracts,  agreements,  undertakings and transactions  with any Partner or with
any other person,  firm or corporation  having any business,  financial or other
relationship with any Partner or Partners;

     (x) make or revoke elections pursuant to Section 754 of the Code and adjust
the basis of the  Partnership's  property as  permitted  by Sections  734(b) and
743(b) of the Code;

     (xi) designate a Tax Matters Partner for all purposes under the Code; and

     (xii)  resolve  conflicts  of  interest  between  themselves  and/or  their
Affiliates and the Partnership and/or the Limited Partners.

         15.      Expenses.



<PAGE>


     The Partnership shall bear all expenses  relating to its organization.  The
Partnership will also bear administration,  accountant, legal counsel, and proxy
expenses,  as well as expenses of  investments  including,  without  limitation,
commissions, research fees, interest on debt and bank service fees.

         16.      Administrative Fee.

     The  Partnership  shall  pay the  General  Partners,  as of the end of each
Fiscal Quarter of the Partnership, an administrative fee at an annual rate equal
to1% of the value of the Partnership's assets.

         17.      Limitation on Powers of Limited Partners.

     No Limited  Partner shall  participate in the control of the  Partnership's
business,  transact any business in the Partnership's  name or have the power to
sign documents for the Partnership or bind the Partnership in any other way.

         18.      Other Business Ventures.

     Each  Partner  agrees  that each  General  Partner and his  affiliates  and
associates may engage in other business  activities or possess interest in other
business activities of every kind and description, independently or with others.
These   activities   may   include,    without   limitation,    establishing   a
broker-dealership   and  investing  in  real  estate  and  real  estate  related
partnerships, or investing,  financing,  acquiring and disposing of interests in
securities in which the  Partnership  may from time to time invest,  or in which
the  partnership is able to invest or otherwise  have any interest.  The Limited
Partners agree that the General Partners and their affiliates may act as General
Partners of other partnerships, including investment partnerships and may sit on
the Boards of Directors or hold  operating  officer  positions with companies in
which the  Partnership  has an  interest  and may retain for their own  personal
accounts any financial compensation or benefits derived therefrom.

         19.      Limitation on Assignability of Interest of Limited Partners.

     (a) No Limited  Partner may assign or  otherwise  transfer or encumber  his
interest  in the  Partnership,  in whole or in part,  without the consent of the
General  Partners and without a written opinion of counsel to or approved by the
General  Partners  that  the  proposed  transfer  (i)  is  consistent  with  all
applicable provisions of the 1933 Act, and the rules and regulations thereunder,
as from time to time in  effect,  as well as any  applicable  provisions  of any
state "blue sky" law; and (ii) would not result in the  Partnership's  having to
register as an investment  company under the Investment  Company Act of 1940, as
amended.


<PAGE>


     (b) Notwithstanding any other provision of this Agreement, any successor to
any Limited Partner shall be bound by the provisions of this Agreement. Prior to
recognizing  any  assignment  of an  interest in the  Partnership  that has been
transferred in accordance with this Section 19, the General Partners may require
the  transferring  Limited  Partner to execute and  acknowledge an instrument of
assignment in form and substance  satisfactory to the General Partners,  and may
require  the  assignee  to agree in  writing  to be bound by all the  terms  and
provisions of this Agreement,  to assume all of the obligations of the assigning
Limited  Partner and to execute  whatever  other  instruments  or documents  the
General Partners deems necessary or desirable in connection with the assignment.

     (c) No Limited  Partner shall have the right to have his assignee  admitted
as a substitute Limited Partner,  except upon the written consent of the General
Partners,  which  consent may be withheld in the sole  discretion of the General
Partners.

     (d) Each Limited  Partner hereby  approves the admission to the Partnership
as a  Limited  Partner  of any  assignee  who  succeed  to the  interest  in the
Partnership  of a Limited  Partner in  accordance  with the  provisions  of this
Section 19.

         20.      Withdrawals by a Limited Partner

     (a) (i) A Limited  Partner  who shall  have been a Limited  Partner  for at
least  eight full  Fiscal  Quarters  shall have the right,  as of the end of any
Fiscal  Year,  or at other times at the  discretion  of the General  Partners to
withdraw all or a portion of the amount of his Capital  Account,  so long as the
General  Partners  receives  written notice of the intended  withdrawal not less
than  ninety  (90)  days  prior to the  withdrawal,  stating  the  amount  to be
withdrawn.  In no  event,  however,  shall a Limited  Partner  be  permitted  to
withdraw any amounts from his Capital Account in excess of the positive  balance
of his  Capital  Account.  If  the  amount  of a  Limited  Partner's  withdrawal
represents less than seventy-five percent (75%) of the Limited Partner's Capital
Account,  the Limited Partner will receive the proceeds of the withdrawal within
thirty  (30)  days  after  the date of  withdrawal.  If the  amount of a Limited
Partner's  withdrawal  represents  seventy-five  percent  (75%)  or  more of the
Limited Partner's Capital Account, the Limited Partner will receive seventy-five
percent (75%) of his Capital  Account  within thirty (30) days after the date of
withdrawal and the remainder of the amount  withdrawn within ten (10) days after
the Partnership has received financial statements from its independent certified
public  accountants  pursuant to Section 23(c) of this  Agreement.  If a Limited
Partner requests  withdrawal of capital,  which would reduce his Capital Account
below the amount of his initial Capital  Contribution,  the General Partners may
treat such request as a request for withdrawal of all of such Partner's  Capital
Account.  The distribution of any amount withdrawn by a Limited Partner may take
the form of cash  and/or  marketable  securities  as  determined  by the General
Partners in their sole  discretion.  A Limited Partner who requests a withdrawal
shall be subject to a charge determined by the General  Partners,  in their sole
discretion, to cover the costs related to such transaction.

<PAGE>


     (ii) In the  event  of a  proposed  withdrawal  of  capital  by one or more
General Partners or Affiliates  pursuant to Section 21(a)(ii) of this Agreement,
as a result  of which the  aggregate  of the  Capital  Accounts  of the  General
Partners and Affiliates will be less than $50,000,  a Limited Partner shall have
the right to withdraw all or a portion of the amount of his Capital Account,  so
long as the General Partners  receive written notice of the intended  withdrawal
not more than  fifteen (15) days after the date of the notice of  withdrawal  by
such General Partner or General Partners or Affiliate or Affiliates  pursuant to
Section  21(a)(ii),  stating  the  amount  to be  withdrawn.  In such  event the
withdrawal by such Limited  Partner shall be effective as of the effective  date
of the withdrawal by the General  Partners  pursuant to said Section  21(a)(ii).
The amount  available for  withdrawal  shall be calculated in the same manner as
provided for in the last sentence of paragraph (b) of Section 5 hereof.

     (b) Any Limited Partner's  interest in the Partnership may be terminated by
the Partnership as of the end of any Fiscal Year upon prior written  notice,  so
long  as the  General  Partners  determine  the  termination  to be in the  best
interest of the Partnership.  In the event that a Limited Partner's  interest in
the  Partnership is terminated  pursuant to this Section 20, the Limited Partner
shall receive  ninety  percent (90%) of the value of his Capital  Account within
one  hundred  (100) days after  written  notice of  termination  is given by the
Partnership  and the  remaining  ten percent (10%) within ten (10) business days
after receipt of the  Partnership  of financial  statements  with respect to the
Fiscal Year in which his interest in the Partnership is terminated.

         21.      Withdrawals by the General Partners and Their Affiliates.

     (a) (i) Each General  Partner and each Affiliate of a General Partner shall
have the right to withdraw any amount of cash from his Capital Account as of the
end of any Fiscal Year,  without  prior  notification  to the Limited  Partners,
provided that,  after giving effect to such  withdrawal,  the aggregate  Capital
Accounts of the General Partners and their Affiliates are not less than $50,000.

     (ii) Upon  forty-five  (45) days' prior notice to the Limited  Partners,  a
General Partner or an Affiliate may withdraw any amount from his Capital Account
contributed  to the  Partnership  as a result of which  withdrawal the aggregate
Capital  Accounts of the General Partner and their  Affiliates  would be reduced
below $50,000.

     (b) Any or all of the General  Partners may voluntarily  resign or withdraw
from the  Partnership  as of the end of any  Fiscal  Year upon  sixty (60) days'
written notice sent to all Partners.

         22.      Dissolution and Winding Up of the Partnership.

     On dissolution of the  Partnership,  the General Partners or if there is no
General Partner,  one or more persons approved by the Limited Partners holding a
majority in interest of the Capital  Accounts of the Limited Partners shall wind
up the Partnership's  affairs and shall distribute the  Partnership's  assets in
the following manner and order:

     (a) in  satisfaction  of the claims of all  creditors  of the  Partnership,
other than the General Partners;

     (b) in satisfaction  of the claims of the General  Partners as creditors of
the Partnership; and

     (c) any balance to the  Partners  in the  relative  proportions  that their
respective  Capital  Accounts bear to each other,  those Capital  Accounts to be
determined as if the Fiscal Year ended on the date of the dissolution.


<PAGE>

         23.      Accounting and Reports.

     (a) The records and books of account of the  Partnership  shall be reviewed
as of the end of each Fiscal Year by independent  certified  public  accountants
selected by the General Partners in their sole discretion.

     (b) As soon as  practicable  after the end of each Fiscal Year, the General
Partners  shall  cause to be  delivered  to each person who was a Partner at any
time  during the Fiscal Year all  information  deemed  necessary  by the General
Partners in their sole  discretion for the  preparation of the Partner's  income
tax returns,  including a Form 1065/Schedule K-1 statement showing the Partner's
share of Net Profit or Net Loss, deductions and credits for the year for Federal
income  tax  purposes,  and the amount of any  distributions  made to or for the
account of the Partner pursuant to this Agreement.

     (c) The independent  certified public  accountants  selected by the General
Partners in accordance  with subsection (a) of this Section 23 shall prepare and
mail to each Partner, within ninety (90) days after the end of each Fiscal Year,
an income statement for the Fiscal Year and a balance sheet as of the end of the
Fiscal Year.

     (d) The Partnership shall cause to be prepared and mailed to each Partner a
report setting out as of the end of each Fiscal Quarter  information  determined
by the General Partners to be appropriate.

     (e) The General  Partners shall cause tax returns for the Partnership to be
prepared and timely filed with the appropriate authorities.

         24.      Books and Records.

     The General Partners shall keep at the Partnership's principal office:

     (a) books and records pertaining to the Partnership's  business showing all
of its assets and liabilities, receipts and disbursements,  realized profits and
losses,  Partners'  Capital  Accounts and all  transactions  entered into by the
Partnership;

     (b) a  current  list of the full  name and last  known  home,  business  or
mailing address of each Partner set out in alphabetical order;

     (c) a copy of the  Certificate  and all  amendments  to it,  together  with
executed copies of any powers of attorney  pursuant to which the Certificate and
any amendments to it have been executed;

     (d) copies of the Partnership's Federal, state and local income tax returns
and reports, if any, for the three (3) most recent years; and

     (e) copies of this Agreement as amended from time to time.


<PAGE>


         All books and records of the Partnership required to be kept under this
Section 24 shall be available for inspection by a Partner of the Partnership on
reasonable notice at the offices of the Partnership during ordinary business
hours for any purpose reasonably related to the Partner's interest as a Partner
in the Partnership.

         25.      Indemnification.

     (a) The Partnership  shall  indemnify each General  Partners and any of his
Affiliates  (each an  "Indemnitee")  to the fullest extent  permitted by law and
will  hold  each  harmless  from and with  respect  to (i) all  fees,  costs and
expenses  incurred in connection  with, or resulting from, any claim,  action or
demand  against any  Indemnitee  that arises out of or in any way relates to the
Partnership, its properties, business or affairs, and (ii) any losses or damages
resulting  from any such  claim,  action or demand,  including  amounts  paid in
settlement or compromise of the claim, action or demand.

     (b) No Indemnitee  shall be indemnified by the Partnership  with respect to
any  action or  failure  to act that does not  constitute  good  faith,  or that
constitutes willful misfeasance.

     (c) The  Partnership  may pay the  expenses  incurred by an  Indemnitee  in
defending  a civil or criminal  action,  suit or  proceeding  brought by a party
against  the  Indemnitee  that  arises  out of or is in any way  related  to the
Partnership, its properties, business or affairs, upon receipt of an undertaking
by the  Indemnitee  to  repay  the  amount  advanced  by the  Partnership  if an
adjudication  or  determination  is  subsequently  made by a court of  competent
jurisdiction that the Indemnitee is not entitled to  indemnification as provided
in this Agreement.

     (d) The right of  indemnification  provided in this  Section 25 shall be in
addition to any rights to which an  Indemnitee  may  otherwise  be entitled  and
shall  inure  to  the  benefit  of  the  executors,   administrators,   personal
representatives, successors or assigns of each Indemnitee.

     (e) The rights to  indemnification  and reimbursement  provided for in this
Section  25 may be  satisfied  only out of the  assets  of the  Partnership.  No
Partner  shall  be  personally  liable  for any  claim  for  indemnification  or
reimbursement under this Section 25.

        26. Amendment of Partnership Agreement.

     This Agreement may be amended,  in whole or in part, by the written consent
of (a) the  General  Partners,  and (b)  Partners  the value of whose  aggregate
Capital Accounts constitute not less than fifty percent (50%) of the total value
of all Capital  Accounts of the  Partnership,  provided  that no such  amendment
shall affect the allocation of Net Profit or Net Loss to any Partner who has not
consented to such amendment. In addition, any provision of this Agreement, other
than  Section 9, may be amended by the General  Partners in any manner that does
not,  in the sole  discretion  of the  General  Partners,  adversely  affect any
Limited Partner.

        27. Notices.

     Notices  that may or are  required to be given under this  Agreement by any
party to another  shall be in writing and  deposited in the United  States mail,
certified or registered,  postage prepaid addressed to the respective parties at
their  addresses set out in Schedule A to this Agreement or to any other address
designated by any Partner by notice  addressed to the Partnership in the case of
any  Limited  Partner  and to the  General  Partners  in the case of the General
Partners.  Notices  shall be deemed to have been  given  when  deposited  in the
United States mail within the continental United States.

         28.      Agreement Binding Upon Successors and Assign.

     This Agreement  shall inure to the benefit of and shall be binding upon the
heirs,  executors,  administrators  or  other  representatives,  successors  and
assigns of the Partners.

         29.      Governing Law.

     This Agreement,  and the rights of the Partners under it, shall be governed
by and construed in accordance with the law of the State of New Jersey.

         30.      Consents.

     Any and all consents,  agreements or approvals provided for or permitted by
this Agreement  shall be in writing and signed copies of them shall be filed and
kept with the books of the Partnership.

         31.      Miscellaneous.

     (a) This Agreement,  including  Schedule A appended to it,  constitutes the
entire  understanding  and  Agreement of the Partners as to the operation of the
Partnership.

     (b) This Agreement may be executed in counterparts,  each of which shall be
deemed to be an original.

     (c) Each  provision  of this  Agreement  is  intended  to be  severable.  A
determination  that a  particular  provision  of this  Agreement  is  illegal or
invalid shall not affect the validity of the remainder of the Agreement.

     (d) Nothing  contained in this  Agreement  shall be construed to constitute
any Partner the agent of another  Partner,  except as  specifically  provided in
this  Agreement,  or in any manner to limit the  Partners in the  carrying on of
their own respective business or activities.

     (e) If  there  is a  conflict  between  the  terms  and  conditions  of the
Partnership  Agreement and Offering Memorandum,  the Partnership Agreement shall
be controlling.


<PAGE>



         IN WITNESS WHEREOF, the Partners have executed this Agreement as of the
date first above written.

                                            GENERAL PARTNER

                                            POLLACK INVESTMENT PARTNERSHIP, L.P.


                                            By: ________________________________
                                            Dennis Pollack

LIMITED PARTNERS:

                    All Limited  Partners now and hereafter  admitted as Limited
                    Partners of the Partnership,  pursuant to Powers of Attorney
                    now and hereafter executed in favor of, and delivered to the
                    General Partners.

DENNIS POLLACK
Attorney-in-Fact



--------------------
Dennis Pollack


<PAGE>
 EXHIBIT B



                      POLLACK INVESTMENT PARTNERSHIP, L.P.

                              OFFEREE QUESTIONNAIRE




     INSTRUCTIONS:  All  prospective  Limited  Partners  of  Pollack  Investment
Partnership L.P. (the "Partnership")  must complete this  Questionnaire.  If you
have any  questions  about  this  form  please  telephone  Dennis  Pollack,  the
representative of the General Partner, at (201) 930-1428, or Lawrence B. Seidman
at (973) 560-1400, Extension 108.
This questionnaire is required to insure that the offering of the Partnership's
Limited Partnership Interests complies with SEC rules on private placements. All
information will be kept confidential.

PART I TO BE COMPLETED BY ALL SUBSCRIBERS

     1.  Name
                  -----------------------------------------------------

     2.  Home Address
                     --------------------------------------------------



         Home Telephone Number (     )
                                      ---------------------------------

     3.  Business Address
                         -------------------------------------



         Business Telephone Number (     )
                                   ---------------------------
     4.  Social Security Number
         or Employer I.D. Number
                                 -----------------------------

     5.  If subscriber is a corporation, partnership, trust or other entity,
         attach a copy of the Articles of Incorporation, By-Laws, Partnership
         Agreement, Trust Instrument, or other documents showing that the entity
         is authorized to invest in the Interests and that the individual(s)
         signing the Subscription Agreement are authorized to take such action
         on behalf of the entity.


<PAGE>



PART II




     1.  Please  indicate  the  basis on which  you  qualify  as an  "accredited
investor"  for  purposes  of SEC  Regulation  D. See  Annex B-1 for the types of
"accredited investors " eligible to invest in the Partnership


















     2. Educational Background - List all schools,  beginning with the last high
school  attended and indicate years  attended,  whether  graduated,  and degrees
received:











<PAGE>


3. Business Background - List your principal business occupations during the
past 10 years, indicating name of company, nature of business, and your title
and responsibilities:












4. Investment Background - Indicate whether you have ever invested in any of the
following (give details where possible); include investments for your own
account, as trustee or other fiduciary, or in any business or professional
capacity:

     a.  Investment partnerships








     b.  Other limited partnerships
         --------------------------






     c.  Venture capital companies
         -------------------------








<PAGE>

     d.  Restricted securities







     e.  Any other business involving investments
         ----------------------------------------







     f.  Any other activity which you believe contributes to your
         --------------------------------------------------------
         ability to understand and evaluate the merits and risks of an
         --------------------------------------------------------------
         investment in the Partnership
         -----------------------------








PART III THE FOLLOWING QUESTIONS ARE BEING ASKED TO ASSIST THE
         PARTNERSHIP TO DETERMINE AND DOCUMENT ITS ELIGIBILITY TO
PURCHASE SECURITIES THAT ARE PART OF A PUBLIC OFFERING AND THAT MAY TRADE AT A
PREMIUM IN THE SECONDARY MARKET AFTER THE OFFERING.


     A.  TO BE COMPLETED BY "INSTITUTIONAL INVESTORS"






<PAGE>



     THE FOLLOWING QUESTIONS SHOULD BE ANSWERED TO THE BEST KNOWLEDGE AND BELIEF
     OF THE PERSON AUTHORIZED TO ACT FOR THE SUBSCRIBER.

     Except as specified below, the Subscriber is not, and, upon information and
belief, all persons having a beneficial interest in the Subscriber are not:

     1. a broker/dealer  or an officer,  director,  general  partner,  employee,
agent, or associated person of any broker/dealer.

     2. a senior officer of, or a person in the securities  department of, or an
employee  or other  person who may  influence  or whose  activities  directly or
indirectly  involve  or are  related  to the  function  of buying or  selling of
securities for:

         a.       a bank,

         b.       a savings and loan institution,

         c.       an insurance company,

         d.       a registered investment company,

         e.       a registered investment advisory firm, or

         f.       any other institutional-type account.

     3.  a  person  who  acts  in  a  fiduciary  capacity  (including  attorney,
accountant or financial  consultant) to any firm which is a managing underwriter
of public offerings.

     4.  an immediate family member of any person listed above.


B.   TO BE COMPLETED BY INDIVIDUAL INVESTORS

Except as specified below, to the best of my knowledge and belief:




1.   I am not an officer, director, general partner, employee, agent,
     or associated person of any broker/dealer.

2.   I am not a senior officer of, or a person in the securities department of,
     or an employee or other person who may influence or whose activities
     directly or indirectly involve or are related to the function of buying or
     selling of securities for:

         a.       a bank,

         b.       a savings and loan institution,

         c.       an insurance company,

         d.       a registered investment company,

         e.       a registered investment advisory firm, or

         f.       any other institutional-type account.

3.   I do not act as a finder in connection with public offerings of securities.

4.   I do not act in a fiduciary capacity (including attorney, accountant or
     financial consultant) to any firm which is a managing underwriter of public
     offerings.

5.   I am not an immediate family member of any person listed above.


     C.  TO BE COMPLETED BY BOTH "INSTITUTIONAL"
         AND INDIVIDUAL INVESTORS

                    PLEASE  GIVE  AN   EXPLANATION  OF  EACH  EXCEPTION  TO  THE
                    STATEMENTS LISTED ABOVE. IF YOU ARE, OR ANY BENEFICIAL OWNER
                    OF THE SUBSCRIBER IS KNOWN TO BE, AN IMMEDIATE FAMILY MEMBER
                    OF A PERSON LISTED IN CATEGORY 1 ABOVE, PLEASE STATE WHETHER
                    SUCH PERSON  CONTRIBUTES  DIRECTLY OR  INDIRECTLY TO YOUR OR
                    SUCH BENEFICIAL OWNER'S SUPPORT.

                                                        Signature of Subscriber

Date:                      , 2000


<PAGE>


EXHIBIT C
                             SUBSCRIPTION AGREEMENT


Pollack Investment Partnership, L.P.
44 Blueberry Lane
Woodcliff Lake, NJ 07675

Gentlemen:

     1.  Subscription.   The  undersigned   ("Subscriber")   hereby  irrevocably
subscribes for and agrees to acquire a Limited Partnership Interest ("Interest")
in Pollack Investment Partnership, L.P. (the "Partnership") and agrees to make a
contribution   to  the   capital   of  the   Partnership   in  the   amount   of
$______________________ in cash, all in accordance with the terms and conditions
of the Agreement of Limited  Partnership dated ______ __, 2000 (the "Partnership
Agreement")  attached  as  Exhibit  A  to  the  Confidential  Private  Placement
Memorandum dated June 2000 relating to the Partnership (the "Memorandum").  This
subscription may be rejected by the Partnership in whole or in part.

     2. Adoption of Partnership Agreement. The Subscriber hereby adopts, accepts
and agrees to be bound by all terms and provisions of the Partnership  Agreement
and to perform all  obligations  therein  imposed upon a Limited  Partner.  Upon
acceptance  of  this  Subscription  by  a  General  Partner  on  behalf  of  the
Partnership and payment in full of the subscription  price, the Subscriber shall
become a Limited Partner for all purposes of the Partnership Agreement.

     3.  Representations  and Warranties.  The Subscriber  hereby represents and
warrants to the Partnership that:
     (a) if the  Subscriber  is an  individual  he or  she,  is  not  less  than
twenty-one  (21) years of age; if the Subscriber is an entity this  Subscription
Agreement is signed on behalf of the  Subscriber by an authorized  person who is
not less than twenty-one (21) years of age;

     (b) the Interest  subscribed for hereby is being acquired by the Subscriber
for investment purposes only, for the account of the subscriber and not with the
view  to  any  resale  or  distribution  thereof,  and  the  Subscriber  is  not
participating,  directly or indirectly,  in an underwriting of such Interest and
will not take, or cause to be taken,  any action that would cause the Subscriber
to be deemed an  "underwriter"  of such  Interest as defined in Section 2(11) of
the Securities Act of 1933, as amended;
<PAGE>

     (c)  the  Subscriber  has  received  and has  carefully  read a copy of the
Memorandum, including the Partnership Agreement and other Exhibits thereto, and,
in connection therewith, has had access to all other materials,  books, records,
documents  and  information  relating to the  Partnership,  and has been able to
verify the accuracy of and supplement the information contained therein;

     (d)  the  Subscriber  acknowledges  that  he  or it  has  been  offered  an
opportunity  to ask questions of, and receive  answers from Lawrence B. Seidman,
the  representatives  of the General  Partner,  concerning the  Partnership  and
Dennis  Pollack  and/or its  proposed  business,  and that any  request for such
information has been fully complied with by them;

     (e)  the   Subscriber  (if  an  individual)  or  the  person  signing  this
Subscription Agreement on behalf of the Subscriber (if it is an entity) has such
knowledge and  experience in financial and business  matters that the Subscriber
is  capable  of  evaluating  the  merits  and  risks  of an  investment  in  the
Partnership,  and  the  Subscriber  is able to bear  the  economic  risks  of an
investment in the Partnership;

     (f) the Subscriber has adequate means of providing for the current needs of
the Subscriber and possible  personal  contingencies,  and the Subscriber has no
need for  liquidity  with respect to the  investment  of the  Subscriber  in the
Partnership;

     (g) the Subscriber  has been advised that an investment in the  Partnership
is highly  speculative,  and the Subscriber is able to bear the economic risk of
an investment in the Partnership;

     (h)  the  Offeree   Questionnaire   furnished  by  the  Subscriber  to  the
Partnership is true and accurate as of the date hereof; and

     (i) if the  Subscriber is an entity,  it is authorized  and otherwise  duly
qualified to acquire an Interest in the Partnership.

     4. Restrictions on  Transferability of Interests.  The Subscriber  realizes
that the Interests are not, and will not be, registered under the Securities Act
of 1933, as amended (the "Act"), and that the Partnership does not file and does
not intend to file periodic reports with the Securities and Exchange  Commission
pursuant to the requirements of Sections 13 or 15(d) of the Securities  Exchange
Act of 1934, as amended.  The Subscriber also  understands  that the Partnership
has not agreed to register the Interests for distribution in accordance with the
provisions of the Act or any  applicable  state  securities  laws,  and that the
Partnership  has not agreed to comply  with any  exemption  under the Act or any
such laws for the resale of the Interests.  Hence,  the  Subscriber  understands
that by virtue of the  provisions  of  certain  rules  relating  to  "restricted
securities"  promulgated  under the act, the Interest  which the  Subscriber has
subscribed for hereby must be held  indefinitely,  unless and until subsequently
registered  under the Act and/or  applicable  state securities laws or unless an
exemption from registration is available, in which case the Subscriber may still
be limited with respect to the extent to which such Interest may be transferred.
<PAGE>

     5. Power of Attorney. The Subscriber hereby makes, constitutes and appoints
Dennis  Pollack  and  Lawrence  B.  Seidman,  and  each of them,  with  power of
substitution,  as the true and lawful  Attorney-in-Fact  of the  Subscriber,  in
whose name, place and stead to make,  execute,  sign,  acknowledge and file with
respect to the Partnership:

          (a) the Partnership Agreement;

          (b) a Certificate or amended  Certificate of Limited Partnership under
     the laws of the State of New  Jersey,  including  therein  all  information
     therein all information required by the laws of such state;

          (c) all instruments which said  Attorney-in-Fact  deems appropriate to
     reflect  any  amendment,  change  or  modification  of the  Partnership  in
     accordance with the terms of the Partnership Agreement;

          (d) all such other  instruments,  documents and certificates which may
     from time to time be required  by the laws of the State of New Jersey,  the
     United  States  of  America,   or  any  other  jurisdiction  in  which  the
     Partnership shall determine to do business, or any political subdivision or
     agency thereof, to effectuate, implement, continue and defend the valid and
     subsisting existence of the Partnership as a Limited Partnership.

          (e) all applications, certificates, certifications, reports or similar
     instruments  or  documents  required to be submitted by or on behalf of the
     Partnership to any governmental or administrative  agency or body or to any
     securities or commodities,  exchange,  board of trade, clearing corporation
     or  association  or  similar  institution  or to any other  self-regulatory
     organization or trade association; and

          (f) all papers  which may be deemed  necessary  or  desirable  by said
     Attorney-in-Fact   to  effect  the   dissolution  and  liquidation  of  the
     Partnership;  provided,  however, that such Attorney-in-Fact shall not have
     any right, power or authority to amend or modify the Partnership  Agreement
     when acting in such capacity.  The admission or termination of the interest
     of any Partner in accordance  with the terms of the  Partnership  Agreement
     shall not constitute an amendment thereof.  The foregoing Power of Attorney
     is hereby declared to be irrevocable and to constitute a power coupled with
     an interest, and it shall survive the death or adjudicated  incompetence of
     the Subscriber and extend to the Subscriber's heirs, legal representatives,
     successors and assignees.  The Subscriber  hereby agrees to be bound by any
     representation made by such Attorney-in-Fact  acting in good faith pursuant
     to such Power of Attorney,  and the  Subscriber  hereby  waives any and all
     defenses which may be available to contest,  negate or disaffirm the action
     of such  Attorney-in-Fact  taken in good  faith  pursuant  to such Power of
     Attorney.
<PAGE>

          6.  Payment of  Subscription.  Enclosed  herewith  is a  certified  or
     official  bank check payable to the order of the  Partnership  for the full
     amount  of  this  subscription.  The  Subscriber  recognizes  that  if this
     subscription  is rejected,  in whole or in part, the funds and  instruments
     delivered herewith, to the extent this subscription has been rejected, will
     be returned to the Subscriber without interest as soon as practicable.

          7.  Non-Revocability.  The  Subscriber  agrees that this  Subscription
     Agreement  may not be  canceled,  terminated  or  revoked,  and  that  this
     Subscription Agreement and the Power of Attorney granted hereby are coupled
     with  an  interest  and  shall  survive  the  death  or  disability  of the
     Subscriber and shall be binding upon the heirs, executors,  administrators,
     successors, and assignees of the Subscriber.

          8. Notice. Any notices or other  communications in connection herewith
     shall  be  sufficiently  given if sent by  registered  or  certified  mail,
     postage prepaid, and (i) if to the Partnership,  at the address at the head
     of this  Subscription  Agreement,  and  (ii) if to the  Subscriber,  at the
     address  set forth  below,  or (iii) at such  other  address  as either the
     Subscriber  or the  Partnership  shall  designate to the other by notice in
     writing.

          9.  Successors and Assignees.  This  Subscription  Agreement  shall be
     binding  upon and shall inure to the  benefit of the parties  hereto and to
     the  successors  and assignees of the  Partnership  and to the personal and
     legal representatives, heirs, guardians, successors and permitted assignees
     of the Subscriber.

          10. Applicable Law. This  Subscription  Agreement shall be governed by
     and construed in  accordance  with the laws of the State of New Jersey and,
     to the extent it involves any United States statute, in accordance with the
     laws of the United States.




<PAGE>




          IN WITNESS  WHEREOF,  the  undersigned  has  executed  and sealed this
     Subscription Agreement, this __ day of _______, 2000

                                              ------------------------
                                              Name of Subscriber


                                              ------------------------
                                              Signature of Subscriber


                                              ------------------------
                                              Residence Address


                                              ------------------------
                                              City, State and Zip Code


                                              ------------------------
                                              Social Security or Tax
                                              Identification Number

Accepted:

Pollack Investment Partnership, L.P.


By:      ------------------------
         Dennis Pollack


<PAGE>







                           [Individual Acknowledgment]


State of                            )
                                    )SS:
County of                           )


          On the day of , 2000,  before me personally came to me known and known
     to me to be the  individual  described in and who  executed  the  foregoing
     instrument, and (s)he duly acknowledged to me that (s)he executed the same.


                            ------------------------
                                  Notary Public

                           [Corporate Acknowledgment

State of                            )
                                    )SS:
County of                           )

          On the day of , 2000,  before me personally  came , to me known,  who,
     being by me sworn, did depose and say that (s)he resides in , that (s)he is
     the  of , the  corporation  described  in  and  which  executed  the  above
     instrument;  and that (s)he signed such instrument by order of the board of
     directors of said corporation.




                                 ------------------------
                                  Notary Public

<PAGE>


                          [Partnership Acknowledgment]



State of                            )
                                    )SS:
County of                           )


          On the day of , 1999,  before me  personally  came , who,  being by me
     sworn,  did depose and say that (s)he  resides in , that (s)he is a general
     partner  of , the  partnership  described  in and who  executed  the  above
     instrument,  and (s)he is duly  authorized  to do so in the name of, and on
     behalf of, said partnership.

                            ------------------------
                                  Notary Public



                             [Trust Acknowledgment]
State of                            )
                                    )SS:
County of                           )



          On the day of , 1999,  before me personally  came , trustee under , to
     me personally  known and known to me to be the individual  described in and
     who executed the foregoing  instrument,  and (s)he duly  acknowledged to me
     that (s)he executed the same.

                            ------------------------
                                  Notary Public


<PAGE>
                                  AMENDMENT #1
                             TO LIMITED PARTNERSHIP
                                  AMENDMENT #1
                             TO LIMITED PARTNERSHIP
                                 CERTIFICATE OF
                      POLLACK INVESTMENT PARTNERSHIP, L.P.
                             FILED DECEMBER 6, 2000



Section 1              The name of the Partnership is Pollack Investment
                       Partnership, L.P.

                       Statutory Authority for Amendment: 42:2A

Section 12             Section 12 of the Certificate of formation of the
                       above-referenced business is hereby amended to add
                       the following people and entities as limited partners:



NAME                                              CAPITAL CONTRIBUTION

William C. Kockler IRA                               $100,000.00
22291 Westchester Blvd.
Unit 506H Orangewood Commons
Port Charlotte, FL 33952

Thomas D. Cunningham IRA                             $100,000.00
8 Nearwater Rd.
Rowayton, CT 06853

Amos Linenberg IRA                                   $115,000.00
9 Powder Horn Green
Sparta, NJ 07657

Elaine Berkley                                       $100,000.00
89 Woodmont Dr. 10580
Woodcliff Lake, NJ 07675

Howard Silston                                       $ 100,000.00
2030 So. Ocean Drive
Apt. 1808
Hallandale, FL 33009

<PAGE>


Pamela Jones                                         $ 100,000.00
8 Nearwater Rd.
Rowayton, CT 06853

George Saunders                                      $  100,000.00
c/o Frank Boffa, CPA
383 Ridgedale Avenue
East Hanover, NJ 07936

Dorothy Sheppard                                     $ 200,000.00
23 East 10th Street
Suite 615
New York, NY 10003

James Rotundo                                        $ 200,000.00
65 West Edsall Blvd.
Palisades Park, NJ 07650



                                    POLLACK INVESTMENT PARTNERSHIP, L.P.


                                    By:
                                           Dennis Pollack, General Partner


                                    POLLACK INVESTMENT PARTNERSHIP, L.P.


                                    By:
                                     Lawrence B. Seidman, General Partner


Dated: January 25, 2001

STATE OF NEW JERSEY        )
                                    ) ss:
COUNTY OF MORRIS  )


     On the 25th day of January 2001,  before me personally  came Dennis Pollack
and Lawrence B. Seidman,  to me known, who being by me sworn, did depose and say
that they reside at 47 Blueberry  Drive,  Woodcliff Lake, NJ 07675 and 19 Veteri
Place, Wayne, New Jersey 07470, respectively, that they are the General Partners
of Pollack  Investment  Partnership,  L.P.  described in and which  executed the
above instrument.
                                             //Ruth W. Rivkind//

                                             Ruth W. Rivkind
                                             A Notary Public of New Jersey
                                             My Commission Expires Feb. 14, 2001