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                                 BOARDWALK BANK
                                 --------------

                             2000 STOCK OPTION PLAN
                            -----------------------






















<PAGE>


                                TABLE OF CONTENTS



ARTICLE                                                                     PAGE
-------                                                                     ----




ARTICLE 1.           PURPOSE OF THE PLAN.......................................1

ARTICLE 2.           DEFINITIONS...............................................1

ARTICLE 3.           ADMINISTRATION OF THE PLAN................................3

ARTICLE 4.           COMMON STOCK SUBJECT TO THE PLAN..........................5

ARTICLE 5.           STOCK OPTIONS.............................................5

ARTICLE 6.           ELIGIBILITY...............................................7

ARTICLE 7.           TERM AND EXERCISE OF OPTIONS..............................7

ARTICLE 8.           TERMINATION OF EMPLOYMENT.................................9

ARTICLE 9.           ADJUSTMENT PROVISIONS....................................10

ARTICLE 10.          GENERAL PROVISIONS.......................................12








<PAGE>


ARTICLE 1.        PURPOSE OF THE PLAN
                  -------------------

        1.1       Purpose - The Boardwalk Bank 2000 Stock Option Plan (the
                  "Plan") is intended to provide key employees of Boardwalk Bank
                  (the "Corporation") and its Subsidiaries an opportunity to
                  acquire Common Stock of the Corporation. The Plan is designed
                  to help the Corporation attract, retain and motivate key
                  employees to make substantial contributions to the success of
                  the business. Stock Options are granted under the Plan based
                  on the Participant's level of responsibility and performance
                  within the Corporation.

        1.2       Stock Options to be Granted - Incentive Stock Options within
                  the meaning of Code Section 422(b) and Nonqualified Stock
                  Options may be granted within the limitations of the Plan
                  herein described.

ARTICLE 2.        DEFINITIONS
                  -----------

        2.1       "Agreement" - The written instrument evidencing the grant of
                  an Option. A Participant may be issued one or more Agreements
                  from time to time, reflecting one or more Options.

        2.2       "Board" - The Board of Directors of the Corporation.

        2.3       "Change in Control" - means the first to occur of any of the
                  following events:

                  (a)      any "person" (as such term is used in Sections 13(d)
                           and 14(d)(2) of the Securities and Exchange Act of
                           1934 (the "Exchange Act"), other than the Corporation
                           or a subsidiary of the Corporation, an employee
                           benefit plan of the Corporation or a subsidiary of
                           the Corporation (including a related trust), becomes
                           the beneficial owner (as determined pursuant to Rule
                           13d-3 under the Exchange Act), directly or indirectly
                           of securities of the Corporation representing more
                           than 20% of the combined voting power of the
                           Corporation's then outstanding securities;





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                  (b)      the occurrence of, or execution of an agreement
                           providing for, a sale of all or substantially all of
                           the assets of the Corporation to an entity which is
                           not a direct or indirect subsidiary of the
                           Corporation;

                  (c)      the occurrence of, or execution of an agreement
                           providing for, a reorganization, merger,
                           consolidation or similar transaction involving the
                           Corporation, unless (i) the shareholders of the
                           Corporation immediately prior to the consummation of
                           any such transaction will initially own securities
                           representing a majority of the voting power of the
                           surviving or resulting corporation, and (ii) the
                           directors of the Corporation immediately prior to the
                           consummation of such transaction will initially
                           represent a majority of the directors of the
                           surviving or resulting corporation; and

                  (d)      any other event which is at any time irrevocably
                           designated as a "Change in Control" for purposes of
                           this Agreement by resolution adopted by a majority of
                           the then nonemployee directors of the Corporation.

        2.4       "Code" - The Internal Revenue Code of 1986, as amended.

        2.5       "Committee" - The Committee which the Board appoints to
                  administer the Plan.

        2.6       "Common Stock" - The common stock of the Corporation as
                  described in the Corporation's Articles of Incorporation, or
                  such other stock as shall be substituted therefor.

        2.7       "Corporation" - Boardwalk Bank, a New Jersey corporation.

        2.8       "Employee" - Any key employee (including officers) of the
                  Corporation or a Subsidiary.

        2.9       "Exchange Act" - The Securities Exchange Act of 1934, as
                  amended.

       2.10       "Incentive Stock Option" - A stock option intended to satisfy
                  the requirements of Code Section 422(b).





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       2.11       "Nonqualified Stock Option" - A stock option other than an
                  incentive stock option.

       2.12       "Optionee" - A Participant who is awarded a Stock Option
                  pursuant to the provisions of the Plan.

       2.13       "Participant" - An Employee selected by the Committee to
                  receive a grant of an Option under the Plan.

       2.14       "Plan" - Boardwalk Bank 2000 Stock Option Plan.

       2.15       "Retirement" - The earlier of the attainment of age sixty-five
                  or the normal retirement age provided for in the Corporation's
                  tax-qualified employee pension benefit plan.

       2.16       "Securities Act" - The Securities Act of 1933, as amended.

       2.17       "Stock Option" or "Option" - An award of a right to purchase
                  Common Stock pursuant to the provisions of the Plan.

       2.18       "Subsidiary" - A subsidiary corporation as defined in Code
                  Section 424(f) that is a subsidiary of the Corporation.

ARTICLE 3.        ADMINISTRATION OF THE PLAN
                  --------------------------

        3.1       The Committee - The Plan shall be administered by a committee
                  of the Board (the "Committee") composed of three or more
                  members of the Board. The Board may from time to time remove
                  members from, or add members to, the Committee. Vacancies on
                  the Committee, howsoever caused, shall be filled by the Board.

        3.2       Powers of the Committee -

                  (a)    The Committee shall be vested with full authority to
                         make such rules and regulations as it deems necessary
                         or desirable to administer the Plan and to interpret
                         the provisions of the Plan. Any determination, decision
                         or action of the Committee in connection with the
                         construction, interpretation, administration or
                         application of the Plan shall be final, conclusive and
                         binding upon all Optionees and any person claiming
                         under or through an Optionee.





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                  (b)    Subject to the terms, provisions and conditions of the
                         Plan and subject to review and approval by a majority
                         of the disinterested members of the Board, the
                         Committee shall have exclusive jurisdiction to:

                         (i)        determine and select, based upon the
                                    recommendation of the Corporation's Chief
                                    Executive Office, the key Employees to be
                                    granted Options (it being understood that
                                    more than one Option may be granted to the
                                    same person);

                         (ii)       determine the number of shares subject to
                                    each Option;

                         (iii)      determine the date or dates when the Options
                                    will be granted;

                         (iv)       determine the purchase price of the shares
                                    subject to each Option in accordance with
                                    Article 5 of the Plan;

                         (v)        determine the date or dates when each Option
                                    may be exercised within the term of the
                                    Option specified pursuant to Article 7 of
                                    the Plan;

                         (vi)       determine whether or not an Option
                                    constitutes an Incentive Stock Option; and

                         (vii)      prescribe the form, which shall be
                                    consistent with the Plan, of the Agreement
                                    evidencing any Options granted under the
                                    Plan.

        3.3       Terms - The grant of an Option under the Plan shall be
                  evidenced by an Agreement and may include any terms and
                  conditions consistent with this Plan, as the Committee may
                  determine.

        3.4       Liability - No member of the Board or the Committee shall be
                  liable for any action or determination made in good faith by
                  the Board or the Committee with respect to this Plan or any
                  Options granted under this Plan.






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ARTICLE 4.        COMMON STOCK SUBJECT TO THE PLAN
                  --------------------------------

        4.1       Common Stock Authorized - The aggregate number of shares of
                  Common Stock for which Options may be granted under the Plan
                  shall not exceed 120,000 shares. The limitation established by
                  the preceding sentence shall be subject to adjustment as
                  provided in Article 9 of the Plan.

        4.2       Shares Available - The Common Stock to be issued upon exercise
                  of Options granted under the Plan shall be the Corporation's
                  Common Stock which shall be made available at the discretion
                  of the Board, either from authorized but unissued Common Stock
                  or from Common Stock acquired by the Corporation, including
                  shares purchased in the open market. In the event that any
                  outstanding Option under the Plan for any reason expires or is
                  terminated, the shares of Common Stock allocable to the
                  unexercised portion of such Option may thereafter be regranted
                  subject to option under the Plan.

ARTICLE 5.        STOCK OPTIONS
                  -------------

        5.1       Exercise Price - The exercise price of Common Stock shall be,
                  in the case of an Incentive Stock Option, 100 percent of the
                  fair market value of one share of Common Stock on the date the
                  Option is granted, except that the purchase price per share
                  shall be 110 percent of such fair market value in the case of
                  an Incentive Stock Option granted to any individual described
                  in Section 6.2 of the Plan. The exercise price of Common Stock
                  shall be, in the case of a Nonqualified Stock Option, not less
                  than 100 percent of the fair market value of one share of
                  Common Stock on the date the Option is granted. The exercise
                  price shall be subject to adjustment only as provided in
                  Article 9 of the Plan.

        5.2       Limitation on Incentive Stock Options - The aggregate fair
                  market value (determined as of the date an Option is granted)
                  of the stock with respect to which Incentive Stock Options are
                  exercisable for the first time by any individual in any
                  calendar year (under the Plan and all other plans maintained
                  by the Corporation and Subsidiaries) shall not exceed
                  $100,000.






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        5.3       Determination of Fair Market Value -

                  (a)    During such time as Common Stock is not listed on an
                         established stock exchange or exchanges but is listed
                         on the NASDAQ Stock Market, the fair market value per
                         share shall be the closing sale price for the Common
                         Stock on the day the Option is granted. If no sale of
                         Common Stock has occurred on that day, the fair market
                         value shall be determined by reference to such price
                         for the next preceding day on which a sale occurred.

                  (b)    During such time as the Common Stock is not listed on
                         an established stock exchange or on the NASDAQ Stock
                         Market, fair market value per share shall be the "bid"
                         price for the Common Stock for the day of the grant,
                         and if no "bid" price is quoted for the day of the
                         grant, the fair market value shall be determined by
                         reference to such prices on the next preceding day on
                         which such prices were quoted.

                  (c)    If the Common Stock is listed on an established stock
                         exchange or exchanges, the fair market value shall be
                         deemed to be the closing price of Common Stock on such
                         stock exchange or exchanges on the day the Option is
                         granted or, if no sale of Common Stock has been made on
                         any stock exchange on that day, the fair market value
                         shall be determined by reference to such price for the
                         next preceding day on which a sale occurred.

                  (d)    In the event that the Common Stock is not traded on an
                         established stock exchange or in the NASDAQ Stock
                         Market, and no closing dealer "bid" price is available
                         on the date of a grant, then fair market value will be
                         the price established by the Committee in good faith.

        5.4       Limitation on Grants - Grants to any Employee under this Plan
                  shall not exceed in the aggregate 50,000 Options during any
                  period of 12 consecutive months. Such limitation shall be
                  subject to adjustment in the manner described in Article 9.





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ARTICLE 6.        ELIGIBILITY
                  -----------

        6.1       Participation - Options shall be granted only to persons who
                  are Employees, as determined by the Committee, based upon the
                  recommendation of the Chief Executive Officer (except as to
                  himself) and ratified by a majority of the disinterested
                  members of the Board.

        6.2       Incentive Stock Option Eligibility - Notwithstanding any other
                  provision of the Plan, an individual who owns more than 10
                  percent of the total combined voting power of all classes of
                  outstanding stock of the Corporation shall not be eligible for
                  the grant of an Incentive Stock Option, unless the special
                  requirements set forth in Sections 5.1 and 7.1 of the Plan are
                  satisfied. For purposes of this Section 6.2, in determining
                  stock ownership, an individual shall be considered as owning
                  the stock owned, directly or indirectly, by or for his
                  brothers and sisters (whether by the whole or half blood),
                  spouse, ancestors and lineal descendants. Stock owned,
                  directly or indirectly, by or for a corporation, partnership,
                  estate or trust shall be considered as being owned
                  proportionately by or for its shareholders, partners or
                  beneficiaries. "Outstanding stock" shall include all stock
                  actually issued and outstanding immediately before the grant
                  of the Option. "Outstanding stock" shall not include shares
                  authorized for issue under outstanding Options held by the
                  Optionee or by any other person.

ARTICLE 7.        TERM AND EXERCISE OF OPTIONS
                  ----------------------------

        7.1       Termination - Each Option granted under the Plan shall
                  terminate on the date determined by the Committee and approved
                  by a majority of the disinterested members of the Board, and
                  specified in the Agreement; provided, however, that (i) each
                  intended Incentive Stock Option granted to an individual
                  described in Section 6.2 of the Plan shall terminate not later
                  than five years after the date of the grant, (ii) each other
                  intended Incentive Stock Option shall terminate not later than
                  ten years after the date of the grant, and (iii) each Option
                  granted under the Plan which is intended to be a Nonqualified
                  Stock Option shall terminate not later than ten years and one
                  month after the date of the grant. Each Option granted under
                  the Plan shall be exercisable only after the earlier of (i)






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                  the date or dates, determined by the Committee, following the
                  date of the grant of the Option as specified in the Agreement,
                  or (ii) a Change in Control occurs. An Option may be exercised
                  only during the continuance of the Optionee's employment,
                  except as provided in Article 8 and shall not be assignable or
                  transferable by the Optionee other than by will or the laws of
                  descent and distribution, and during the lifetime of an
                  Optionee shall be exercisable only by such Optionee.

        7.2       Exercise -

                  (a)    A person electing to exercise an Option shall give
                         written notice to the Corporation of such election and
                         of the number of shares he has elected to purchase, in
                         such form as the Committee shall have prescribed or
                         approved, and shall at the time of exercise tender the
                         full purchase price of the shares he has elected to
                         purchase. The purchase price shall be paid in full, in
                         cash, upon the exercise of the Option, provided,
                         however, that in lieu of cash, with the approval of the
                         Committee at or prior to exercise, an Optionee may
                         exercise his Option by tendering to the Corporation
                         shares of Common Stock owned by him and having a fair
                         market value equal to the cash exercise price
                         applicable to his Option (with the fair market value of
                         such stock to be determined in the manner provided in
                         Section 5.3 hereof) or by delivering such combination
                         of cash and such shares as the Committee in its sole
                         discretion may approve. Notwithstanding the foregoing,
                         Common Stock acquired pursuant to the exercise of an
                         Incentive Stock Option may not be tendered as payment
                         unless the holding period requirements of Code Section
                         422(a)(1) have been satisfied, and Common Stock not
                         acquired pursuant to the exercise of an Incentive Stock
                         Option may not be tendered as payment unless it has
                         been held, beneficially and of record, for at least one
                         year.

                  (b)    A person holding more than one Option at any relevant
                         time may, in accordance with the provisions of the
                         Plan, elect to exercise such Options in any order.





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                  (c)    In addition, at the request of the Participant and to
                         the extent permitted by applicable law, the Corporation
                         may, in its sole discretion, selectively approve
                         arrangements with a brokerage firm under which such
                         brokerage firm, on behalf of the Participant, shall pay
                         to the Corporation the exercise price of the Stock
                         Options being exercised, and the Corporation, pursuant
                         to an irrevocable notice from the Participant, shall
                         promptly deliver the shares being purchased to such
                         firm.

ARTICLE 8.        TERMINATION OF EMPLOYMENT
                  -------------------------

        8.1       Retirement - In the event of Retirement, an Option shall lapse
                  at the earlier of the term of the Option or up to 36 months,
                  at the discretion of the Committee, from the date of
                  Retirement.

        8.2       Death or Total and Permanent Disability - In the event of
                  termination of employment due to death or "Total and Permanent
                  Disability," as defined in Code Section 72(m)(7), the Option
                  shall lapse at the earlier of (a) the term of the Option, or
                  (b) one year after termination due to such causes.

        8.3       Other Termination - Except as otherwise provided in Section
                  8.4, in the event of termination of employment at the election
                  of the Corporation, or in the event of voluntary termination
                  of employment by an Employee within 12 months following the
                  consummation of a transaction which caused the triggering of a
                  Change in Control, all options shall lapse as of the earlier
                  of the term of the Option or:

                  (a)    In the case of an Incentive Stock Option, three months
                         from the date of termination of employment; and

                  (b)    In the case of Options other than Incentive Stock
                         Options, up to 12 months from the date of termination
                         of employment.

                  In the event of any other termination of employment at the
                  election of the Employee, all Options granted to such Employee
                  shall lapse as of the date of termination of employment.






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        8.4       Termination For Cause - In the event of termination of
                  employment "for cause," all Options granted to such Employee
                  shall lapse on the date of termination of employment.
                  Termination "for cause" shall mean the Employee was terminated
                  after

                  (a)    a government regulatory agency recommends or orders in
                         writing that the Corporation or any Subsidiary
                         terminate the employment of the Employee;

                  (b)    the Employee is convicted of or enters a plea of guilty
                         or nolo contendere to a felony, a crime of falsehood,
                         or a crime involving fraud or moral turpitude, or the
                         actual incarceration of the Employee for a period of
                         forty-five consecutive days;

                  (c)    the Employee willfully and repeatedly fails to follow
                         the lawful instructions of the Board after the
                         Employee's receipt of written notice of such
                         instructions, other than a failure resulting from the
                         Employee's incapacity; or

                  (d)    the Employee violates the noncompetition or
                         confidentiality provisions of the Employee's employment
                         agreement.

ARTICLE 9.        ADJUSTMENT PROVISIONS
                  ---------------------

        9.1       Share Adjustments -

                  (a)    In the event that the shares of Common Stock of the
                         Corporation, as presently constituted, shall be changed
                         into or exchanged for a different number or kind of
                         shares of stock or other securities of the Corporation
                         or of another corporation (whether by reason of merger,
                         consolidation, recapitalization, reclassification,
                         split-up, combination of shares or otherwise) or if the
                         number of such shares of stock shall be increased
                         through the payment of a stock dividend, then, subject
                         to the provisions of Subsection (c) below, there shall
                         be substituted for or added to each share of stock of
                         the Corporation which was theretofore appropriated, or





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                         which thereafter may become subject to an option under
                         the Plan, the number and kind of shares of stock or
                         other securities into which each outstanding share of
                         the stock of the Corporation shall be so changed or for
                         which each such share shall be exchanged or to which
                         each such share shall be entitled, as the case may be.
                         Outstanding Options shall also be appropriately amended
                         as to price and other terms, as may be necessary to
                         reflect the foregoing events.

                  (b)    If there shall be any other change in the number or
                         kind of the outstanding shares of the stock of the
                         Corporation, or of any stock or other securities in
                         which such stock shall have been changed, or for which
                         it shall have been exchanged, and if a majority of the
                         disinterested members of the Board shall, in its sole
                         discretion, determine that such change equitably
                         requires an adjustment in any Option which was
                         theretofore granted or which may thereafter be granted
                         under the Plan, then such adjustment shall be made in
                         accordance with such determination.

                  (c)    The grant of an Option pursuant to the Plan shall not
                         affect in any way the right or power of the Corporation
                         to make adjustments, reclassifications, reorganizations
                         or changes of its capital or business structure, to
                         merge, to consolidate, to dissolve, to liquidate or to
                         sell or transfer all or any part of its business or
                         assets.

        9.2       Corporate Changes - A dissolution or liquidation of the
                  Corporation, or a merger or consolidation in which the
                  Corporation is not the surviving Corporation, shall cause each
                  outstanding Option to terminate, except to the extent that
                  another corporation may and does in the transaction assume and
                  continue the Option or substitute its own options.

        9.3       Fractional Shares - Fractional shares resulting from any
                  adjustment in Options pursuant to this Article 9 may be
                  settled as a majority of the disinterested members of the
                  Board or the Committee (as the case may be) shall determine.






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        9.4       Binding Determination - To the extent that the foregoing
                  adjustments relate to stock or securities of the Corporation,
                  such adjustments shall be made by a majority of the
                  disinterested members of the Board, whose determination in
                  that respect shall be final, binding and conclusive. Notice of
                  any adjustment shall be given by the Corporation to each
                  holder of an Option which shall have been so adjusted.

ARTICLE 10.       GENERAL PROVISIONS
                  ------------------

       10.1       Effective Date - The Plan shall become effective upon its
                  adoption by the Board, provided that any grant of Options is
                  subject to the approval of the Plan by the shareholders of the
                  Corporation within 12 months of adoption by the Board.

       10.2       Termination of the Plan - Unless previously terminated by the
                  Board of Directors, the Plan shall terminate on, and no
                  Options shall be granted after, the tenth anniversary of its
                  adoption by the Board.

       10.3       Limitation on Termination, Amendment or Modification

                  (a)      The Board may at any time terminate, amend, modify or
                           suspend the Plan, provided that without the approval
                           of the shareholders of the Corporation no amendment
                           or modification shall be made by the Board which:

                           (i)   increases the maximum number of shares of
                                 Common Stock as to which Options may be granted
                                 under the Plan;

                           (ii)  changes the class of eligible Employees; or

                           (iii) otherwise requires the approval of shareholders
                                 in order to maintain the exemption available
                                 under Rule 16b-3 (or any similar rule) under
                                 the Exchange Act.

                  (b)      No amendment, modification, suspension or termination
                           of the Plan shall in any manner affect any Option
                           theretofore granted under the Plan without the
                           consent of the Optionee or any person validly
                           claiming under or through the Optionee.




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<PAGE>

       10.4       No Right to Employment - Neither anything contained in the
                  Plan or in any instrument under the Plan nor the grant of any
                  Option hereunder shall confer upon any Optionee any right to
                  continue in the employ of the Corporation or of any Subsidiary
                  or limit in any respect the right of the Corporation or of any
                  Subsidiary to terminate the Optionee's employment at any time
                  and for any reason.

       10.5       Withholding Taxes -

                  (a)      Subject to the provisions of Subsection (b), the
                           Corporation will require that an Optionee as a
                           condition of the exercise of an Option (other than an
                           Incentive Stock Option), or any other person or
                           entity receiving Common Stock upon exercise of an
                           Option, pay or reimburse any taxes which the
                           Corporation is required to withhold in connection
                           with the exercise of the Option.

                  (b)      An Optionee may satisfy the withholding obligation
                           described in Subsection (a), in whole or in part, by
                           electing to have the Corporation withhold shares of
                           Common Stock (otherwise issuable upon the exercise of
                           an Option) having a fair market value equal to the
                           amount required to be withheld. An election by an
                           Optionee to have shares withheld for this purpose
                           shall be subject to the following restrictions:

                           (i)      it must be made prior to the date on which
                                    the amount of tax to be withheld is
                                    determined (the "Tax Date");

                           (ii)     it shall be irrevocable;

                           (iii)    it shall be subject to disapproval by the
                                    Committee;

                           (iv)     if the Optionee is an officer of the
                                    Corporation within the meaning of Section 16
                                    of the Exchange Act (an "Officer"), such
                                    election may not be made within six months
                                    of the grant of the Option (except that this
                                    restriction shall not apply in the event of
                                    the death or disability of the Optionee
                                    prior to the expiration of the six-month
                                    period);



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                           (v)      if the Optionee is an Officer, such election
                                    must be made either at least six months
                                    prior to the Tax Date or in the ten-day
                                    "window period" beginning on the third day
                                    following the release of the Corporation's
                                    quarterly or annual summary statement of
                                    revenues and earnings; and

                           (vi)     where the Tax Date of an Officer is deferred
                                    up to six months after the exercise of an
                                    Option, the full number of Option shares
                                    will be issued or transferred to him upon
                                    exercise, but he will be unconditionally
                                    obligated to tender back to the Corporation
                                    the proper number of shares of Common Stock
                                    on the Tax Date.

       10.6       Listing and Registration of Shares -

                  (a)      No Option granted pursuant to the Plan shall be
                           exercisable in whole or in part if at any time a
                           majority of the disinterested members of the Board
                           shall determine in its discretion that the listing,
                           registration or qualification of the shares of Common
                           Stock subject to such Option on any securities
                           exchange or under any applicable law, or the consent
                           or approval of any governmental regulatory body, is
                           necessary or desirable as a condition of, or in
                           connection with, the granting of such Option or the
                           issue of shares thereunder, unless such listing,
                           registration, qualification, consent or approval
                           shall have been effected or obtained free of any
                           conditions not acceptable to a majority of the
                           disinterested members of the Board.

                  (b)      If a registration statement under the Securities Act
                           with respect to the shares issuable upon exercise of
                           any Option granted under the Plan is not in effect at
                           the time of exercise, as a condition of the issuance
                           of the shares the person exercising such Option shall
                           give the Committee a written statement, satisfactory
                           in form and substance to the Committee, that he is
                           acquiring the shares for his own account for
                           investment and not with a view to their distribution.
                           The Corporation may place upon any stock certificate
                           for shares issuable upon exercise of such Option the
                           following legend or such other legend as the
                           Committee may prescribe to prevent disposition of the
                           shares in violation of the Securities Act or other
                           applicable law:


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                           "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
                           BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
                           ("ACT") AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR
                           OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE
                           ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH
                           RESPECT TO THEM UNDER THE ACT OR A WRITTEN OPINION OF
                           COUNSEL FOR THE CORPORATION THAT REGISTRATION IS NOT
                           REQUIRED."



























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