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

                         2000 DIRECTOR STOCK OPTION PLAN
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                                TABLE OF CONTENTS

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




Article 1.        ADMINISTRATION...............................................1


Article 2.        SHARES AVAILABLE UNDER THE PLAN..............................2


Article 3.        GRANT OF STOCK OPTIONS.......................................2


Article 4.        TERMS AND CONDITIONS OF STOCK OPTIONS........................2


Article 5.        ADJUSTMENT AND SUBSTITUTION OF SHARES........................6


Article 6.        EFFECT OF THE PLAN ON THE RIGHTS OF CORPORATION AND
                  STOCKHOLDERS.................................................8


Article 7.        AMENDMENT AND TERMINATION....................................8


Article 8.        EFFECTIVE DATE...............................................9



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                                 BOARDWALK BANK

                         2000 DIRECTOR STOCK OPTION PLAN

         The purposes of the Boardwalk Bank 2000 Director Stock Option Plan (the
"Plan") are to promote the long-term success of Boardwalk Bank (the
"Corporation") by creating a long-term mutuality of interests between the
Directors and stockholders of the Corporation, to provide an additional
inducement for such Directors to remain with the Corporation and to provide a
means through which the Corporation may attract able persons to serve as
Directors of the Corporation.

ARTICLE 1.      ADMINISTRATION
                --------------

         The Plan shall be administered by a Committee (the "Committee")
         appointed by the Board of Directors of the Corporation (the "Board")
         and consisting of not less than three members of the Board. The
         Committee shall keep records of action taken at its meetings. A
         majority of the Committee shall constitute a quorum at any meeting, and
         the actions of a majority of the members present at any meeting at
         which a quorum is present, or actions approved in writing by all the
         members of the Committee, shall be the actions of the Committee.

         The Committee shall interpret the Plan and prescribe such rules,
         regulations and procedures in connection with the operations of the
         Plan as it shall deem to be necessary and advisable for the
         administration of the Plan consistent with the purposes of the Plan.
         All questions of interpretation and application of the Plan, or as to
         stock options granted under the Plan, shall be subject to the
         determination of the Committee, which shall be final and binding.

         Notwithstanding the above, the selection of the Directors to whom stock
         options are to be granted, the timing of such grants, the number of
         shares subject to any stock option, the exercise price of any stock
         option, the periods during which any stock option may be exercised and
         the term of any stock option shall be as hereinafter provided, and the
         Committee shall have no discretion as to such matters.





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ARTICLE 2.      SHARES AVAILABLE UNDER THE PLAN
                -------------------------------

         The aggregate number of shares which may be issued and as to which
         grants of stock options may be made under the Plan is 60,000 shares of
         the Common Stock of the Corporation (the "Common Stock"), subject to
         adjustment and substitution as set forth in Article 5.

         If any stock option granted under the Plan is cancelled by mutual
         consent or terminates or expires for any reason without having been
         exercised in full, the number of shares subject thereto shall again be
         available for purposes of the Plan. The shares which may be issued
         under the Plan may be either authorized but unissued shares or treasury
         shares or partly each.

ARTICLE 3.      GRANT OF STOCK OPTIONS
                ----------------------

         Contemporaneous with the effective date of this Plan, each person who
         is then a member of the Board (a "Director") shall automatically and
         without further action by the Board or the Committee be granted a
         "nonstatutory stock option" (i.e., a stock option which does not
         qualify under Sections 422 or 423 of the Internal Revenue Code of 1986,
         as amended (the "Code")) to purchase 4,000 shares of Common Stock,
         subject to adjustment and substitution as set forth in Article 5.

ARTICLE 4.      TERMS AND CONDITIONS OF STOCK OPTIONS
                -------------------------------------

         Stock options granted under the Plan shall be subject to the following
         terms and conditions:

                (a)    The purchase price at which each stock option may be
                       exercised (the "option price") shall be one hundred
                       percent (100%) of the fair market value per share of the
                       Common Stock covered by the stock option on the date of
                       grant, determined as provided in paragraph (g) of this
                       Article 4.

                (b)    The option price for each stock option shall be paid in
                       full upon exercise and shall be payable in cash in United
                       States dollars (including check, bank draft or money
                       order); provided, however, that in lieu of such cash the





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                       person exercising the stock option may pay the option
                       price in whole or in part by delivering to the
                       Corporation shares of Common Stock having a fair market
                       value on the date of exercise of the stock option,
                       determined as provided in paragraph (g) of this Article
                       4, equal to the option price for the shares being
                       purchased; except that (i) any portion of the option
                       price representing a fraction of a share shall in any
                       event be paid in cash and (ii) no shares of Common Stock
                       which have been held for less than six months may be
                       delivered in payment of the option price of a stock
                       option. Delivery of shares may also be accomplished
                       through the effective transfer to the Corporation of
                       shares held by a broker or other agent. The Corporation
                       will also cooperate with any person exercising a stock
                       option who participates in a cashless exercise program of
                       a broker or other agent under which all or part of the
                       shares received upon exercise of the stock option are
                       sold through the broker or other agent or under which the
                       broker or other agent makes a loan to such person.
                       Notwithstanding the foregoing, the exercise of the stock
                       option shall not be deemed to occur and no shares of
                       Common Stock will be issued by the Corporation upon
                       exercise of the stock option until the Corporation has
                       received payment of the option price in full. The date of
                       exercise of a stock option shall be determined under
                       procedures established by the Committee, and as of the
                       date of exercise the person exercising the stock option
                       shall be considered for all purposes to be the owner of
                       the shares with respect to which the stock option has
                       been exercised. Payment of the option price with shares
                       shall not increase the number of shares of the Common
                       Stock which may be issued under the Plan as provided in
                       Article 2.

                (c)    A stock option granted hereunder shall be immediately
                       exercisable.

                Subject to the preceding sentence and subject to paragraph (e)
                of this Article 4 (which provides for earlier termination of a
                stock option under certain circumstances), each stock option
                shall be exercisable for ten years and one month from the date
                of grant and not thereafter. A stock option to the extent
                exercisable at any time may be exercised in whole or in part.





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                (d)    No stock option shall be transferable by the grantee
                       otherwise than by will, or if the grantee dies intestate,
                       by the laws of descent and distribution of the state of
                       domicile of the grantee at the time of death. All stock
                       options shall be exercisable during the lifetime of the
                       grantee only by the grantee or the grantee's guardian or
                       legal representative. These restrictions on
                       transferability shall not apply to the extent such
                       restrictions are not at the time required for the Plan to
                       continue to meet the requirements of Rule 16b-3 under the
                       Securities Exchange Act of 1934 (the "1934 Act"), or any
                       successor Rule.

                (e)    If a grantee ceases to be a Director of the Corporation
                       for any reason, any outstanding stock options held by the
                       grantee shall be exercisable according to the following
                       provisions:

                       (i)          If a grantee ceases to be a Director of the
                                    Corporation by reason of total and permanent
                                    disability, any outstanding stock option
                                    held by such grantee shall be exercisable by
                                    the grantee (but only if exercisable by the
                                    grantee immediately prior to ceasing to be a
                                    Director) at any time prior to the
                                    expiration date of such stock option or
                                    within three years after the date the
                                    grantee ceases to be a Director, whichever
                                    is the shorter period;

                       (ii)         If during his term of office as a Director a
                                    grantee resigns from the Board or is removed
                                    from office for cause (as such term is
                                    defined in the Boardwalk Bank 2000 Stock
                                    Option Plan), any outstanding stock option
                                    held by the grantee shall terminate as of
                                    the date of resignation or removal;

                       (iii)        If a grantee ceases to be a Director of the
                                    Corporation due to death, any outstanding
                                    stock option held by the grantee at the time
                                    of death (whether or not exercisable by the
                                    grantee immediately prior to death) shall be
                                    exercisable by the person entitled to do so
                                    under the will of the grantee, or, if the
                                    grantee shall fail to make testamentary
                                    disposition of the stock option or shall die
                                    intestate, by the legal representative of
                                    the grantee at any time prior to the
                                    expiration date of such stock option or
                                    within three years after the date of death
                                    of the grantee, whichever is the shorter
                                    period; and




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                       (iv)         If a grantee ceases to be a Director of the
                                    Corporation due to retirement (which shall
                                    be deemed the failure, for any reason, to
                                    stand for reelection as a Director), any
                                    outstanding stock option held by the grantee
                                    at the date of retirement (whether or not
                                    exercisable by the grantee immediately prior
                                    to retirement) shall be exercisable by the
                                    grantee at any time prior to the expiration
                                    date of such stock option or within three
                                    years after the date the grantee ceases to
                                    be a director, whichever is the shorter
                                    period.

                       A stock option held by a grantee who has ceased to be a
                       Director of the Corporation shall terminate upon the
                       expiration of the applicable exercise period, if any,
                       specified in this paragraph (e) of Article 4.

                (f)    All stock options shall be confirmed by an agreement, or
                       an amendment thereto, which shall be executed on behalf
                       of the Corporation by the Chief Executive Officer (if
                       other than the President), the President or any Vice
                       President and by the grantee.

                (g)    Fair market value shall be (i) during such time as Common
                       Stock is not listed on an established stock exchange or
                       exchanges but is listed on the NASDAQ National Market
                       System, 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 such a sale occurred; (ii) during
                       such time as the Common Stock is not listed on an
                       established stock exchange or on the NASDAQ National
                       Market System, fair market value per share shall be the
                       "bid" price for the Common Stock or 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





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                       prices were quoted; (iii) 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
                       the 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; and (iv) in the event the Common Stock is not
                       traded on an established stock exchange or in the NASDAQ
                       National Market System, and no closing dealer "bid" price
                       is available on the date of grant, then fair market value
                       will be the price established by the Committee in good
                       faith.

                (h)    The obligation of the Corporation to issue shares of the
                       Common Stock under the Plan shall be subject to (i) the
                       effectiveness of a registration statement under the
                       Securities Act of 1933, as amended, with respect to such
                       shares, if deemed necessary or appropriate by counsel for
                       the Corporation, (ii) the condition that the shares shall
                       have been listed (or authorized for listing upon official
                       notice of issuance) upon each stock exchange, if any, on
                       which the Common Stock may then be listed and (iii) all
                       other applicable laws, regulations, rules and orders
                       which may then be in effect.

         Subject to the foregoing provisions of this Article 4 and the other
         provisions of the Plan, any stock option granted under the Plan shall
         be subject to such restrictions and other terms and conditions, if any,
         as shall be determined, in its discretion, by the Committee and set
         forth in the agreement referred to in paragraph (f) of this Article 4,
         or an amendment thereto; except that in no event shall the Committee or
         the Board have any power or authority which would cause the Plan to
         fail to be a plan described in Rule 16b-3(c)(2)(ii), or any successor
         Rule.

ARTICLE 5.      ADJUSTMENT AND SUBSTITUTION OF SHARES
                -------------------------------------

         If a dividend or other distribution shall be declared upon the Common
         Stock payable in shares of the Common Stock, the number of shares of






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         the Common Stock set forth in Article 3, the number of shares of the
         Common Stock then subject to any outstanding stock options and the
         number of shares of the Common Stock which may be issued under the Plan
         but are not then subject to outstanding stock options on the date fixed
         for determining the stockholders entitled to receive such stock
         dividend or distribution shall be adjusted by adding thereto the number
         of shares of the Common Stock which would have been distributable
         thereon if such shares had been outstanding on such date.

         If the outstanding shares of the Common Stock shall be changed into or
         exchangeable for a different number or kind of shares of stock or other
         securities of the Corporation or another corporation, whether through
         reorganization, reclassification, recapitalization, stock split-up,
         combination of shares, merger or consolidation, then there shall be
         substituted for each share of the Common Stock set forth in Article 3,
         for each share of the Common Stock subject to any then outstanding
         stock option and for each share of the Common Stock which may be issued
         under the Plan but which is not then subject to any outstanding stock
         option, the number and kind of shares of stock or other securities into
         which each outstanding share of the Common Stock shall be so changed or
         for which each such share shall be exchangeable.

         In case of any adjustment or substitution as provided for in the first
         two paragraphs of this Article 5, the aggregate option price for all
         shares subject to each then outstanding stock option prior to such
         adjustment or substitution shall be the aggregate option price for all
         shares of stock or other securities (including any fraction) to which
         such shares shall have been adjusted or which shall have been
         substituted for such shares. Any new option price per share shall be
         carried to at least three decimal places with the last decimal place
         rounded upwards to the nearest whole number.

         If the outstanding shares of the Common Stock shall be changed in value
         by reason of any spin-off, split-off or split-up, or dividend in
         partial liquidation, dividend in property other than cash or
         extraordinary distribution to holders of the Common Stock, the
         Committee shall make any adjustments to any then outstanding stock
         option which it determines are equitably required to prevent dilution
         or enlargement of the rights of grantees which would otherwise result
         from any such transaction.





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         No adjustment or substitution provided for in this Article 5 shall
         require the Corporation to issue or sell a fraction of a share or other
         security. Accordingly, all fractional shares or other securities which
         result from any such adjustment or substitution shall be eliminated and
         not carried forward to any subsequent adjustment or substitution.

         Except as provided in this Article 5, a grantee shall have no rights by
         reason of any issue by the Corporation of stock of any class or
         securities convertible into stock of any class, any subdivision or
         consolidation of shares of stock of any class, the payment of any stock
         dividend or any other increase or decrease in the number of shares of
         stock of any class.

ARTICLE 6.      EFFECT OF THE PLAN ON THE RIGHTS OF CORPORATION AND
                ---------------------------------------------------
                STOCKHOLDERS
                ------------

         Nothing in the Plan, in any stock option granted under the Plan, or in
         any stock option agreement shall confer any right to any person to
         continue as a Director of the Corporation or interfere in any way with
         the rights of the stockholders of the Corporation or the Board of
         Directors to elect and remove Directors.

ARTICLE 7.      AMENDMENT AND TERMINATION
                -------------------------

         The right to amend the Plan at any time and from time to time and the
         right to terminate the Plan at any time are hereby specifically
         reserved to the Board, provided always that no such termination shall
         terminate any outstanding stock options granted under the Plan, and
         provided further that no amendment of the Plan shall (i) be made
         without stockholder approval if stockholder approval of the amendment
         is at the time required for stock options under the Plan to qualify for
         the exemption from Section 16(b) of the 1934 Act provided by Rule
         16b-3, or any successor Rule, or by the rules of any stock exchange on
         which the Common Stock may then be listed, or (ii) otherwise amend the
         Plan in any manner that would cause stock options under the Plan not to
         qualify for the exemption provided by Rule 16b-3, or any successor
         Rule. No amendment or termination of the Plan shall, without the
         written consent of the holder of a stock option therefore awarded under
         the Plan, adversely affect the rights of such holder with respect
         thereto.






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         Notwithstanding anything contained in the preceding paragraph or any
         other provision of the Plan or any stock option agreement, the Board
         shall have the power to amend the Plan in any manner deemed necessary
         or advisable for stock options granted under the Plan to qualify for
         the exemption provided by Rule 16b-3 (or any successor rule relating to
         exemption from Section 16(b) of the 1934 Act), and any such amendment
         shall, to the extent deemed necessary or advisable by the Board, be
         applicable to any outstanding stock options theretofore granted under
         the Plan notwithstanding any contrary provisions contained in any stock
         option agreement. In the event of any such amendment to the Plan, the
         holder of any stock option outstanding under the Plan shall, upon
         request of the Committee and as a condition to the exercisability of
         such option, execute a conforming amendment in the form prescribed by
         the Committee to the stock option agreement referred to in paragraph
         (f) of Article 4 within such reasonable time as the Committee shall
         specify in such request.

ARTICLE 8.      EFFECTIVE DATE
                --------------

         The Plan shall become effective upon approval by the affirmative vote
of the Board.





















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