March 24, 2003

To Our Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders of
Community Bancorp of New Jersey to be held on Thursday, April 24, 2003 at 5:00
p.m. at the Grand Marquis in Old Bridge, New Jersey.

At the Annual Meeting, shareholders will be asked to consider and vote
upon:

1. The re-election of four directors to the Company's Board of Directors;
and

2. Such other business as shall properly come before the Annual Meeting.

The Board of Directors of the Company believes that each of the proposals
being submitted to the shareholders is in the best interests of the Company and
its shareholders and urges you to vote in favor of each of these proposals.

Very truly yours,

/s/ ROBERT D. O'DONNELL
-------------------------------------
ROBERT D. O'DONNELL
President and Chief Executive Officer

COMMUNITY BANCORP OF NEW JERSEY
3535 Highway 9 North
Freehold, New Jersey 07728

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 2003

Notice is hereby given that the Annual Meeting of shareholders of Community
Bancorp of New Jersey (the "Company") will be held at the Grand Marquis in Old
Bridge, New Jersey on Thursday, April 24, 2003, at 5:00 p.m., for the purpose of
considering and voting upon the following matters:

1. The election of the four persons named in the accompanying Proxy
Statement to serve as directors of the Company for the terms described
in the Proxy Statement;

2. Such other business as shall properly come before the Meeting.

Shareholders of record at the close of business on March 14, 2003 are
entitled to notice of and to vote at the Annual Meeting. Whether or not you
contemplate attending the Annual Meeting, it is suggested that the enclosed
proxy be executed and returned to the Company. You may revoke your proxy at any
time prior to the exercise of the proxy by delivering to the Company a later
dated proxy or by delivering a written notice of revocation to the Company.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ ROBERT D. O'DONNELL
-------------------------------------
ROBERT D. O'DONNELL
President and Chief Executive Officer

IMPORTANT-PLEASE MAIL YOUR PROXY PROMPTLY

You are urged to sign and return the enclosed proxy to the Company promptly
in the envelope provided so that there may be sufficient representation at the
Annual Meeting.

COMMUNITY BANCORP OF NEW JERSEY
3535 Highway 9 North
Freehold, New Jersey 07728

PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON APRIL 24, 2003

This Proxy Statement is being furnished to shareholders of Community
Bancorp of New Jersey (the "Company") in connection with the solicitation by the
Board of Directors of proxies to be used at the Annual Meeting of shareholders
to be held on Thursday, April 24, 2003 at 5:00 p.m. at the Grand Marquis in Old
Bridge, New Jersey (the "Annual Meeting").

GENERAL PROXY STATEMENT INFORMATION

The first date on which this Proxy Statement and the enclosed form of proxy
are being sent to the shareholders of the Company is on or about March 24, 2003.

Outstanding Securities and Voting Rights
- ----------------------------------------

The record date for determining shareholders entitled to notice of and to
vote at the Annual Meeting is March 14, 2003. Only shareholders of record as of
that date will be entitled to notice of, and to vote at, the Annual Meeting.

On the record date 3,173,224 shares of common stock, no par value per
share, were outstanding and eligible to be voted at the Annual Meeting. Each
share of common stock is entitled to one vote.

All shares represented by valid proxies received pursuant to this
solicitation will be voted in favor of management's nominees to the Board of
Directors, unless the shareholder specifies a different choice by means of his
proxy or revokes the proxy prior to the time it is exercised. Should any other
matters properly come before the Annual Meeting, the persons named as proxies
will vote upon such matters according to their discretion unless the shareholder
otherwise specifies in the proxy.

Revocability of Proxies
- -----------------------

Any shareholder giving a proxy has the right to attend and vote at the
Annual Meeting in person. A proxy may be revoked prior to the Annual Meeting by
sending written notice of revocation or a duly executed proxy bearing a later
date to the Company, 3535 Highway 9 North, Freehold, New Jersey 07728, Attn:
Robert D. O'Donnell, President. A proxy may be revoked at the Annual Meeting by
filing written notice of such revocation with the Secretary of the Annual
Meeting prior to the voting of such proxy.

Solicitation of Proxies
- -----------------------

This proxy solicitation is being made by the Board of Directors of the
Company and the cost of the solicitation will be borne by the Company. In
addition to the use of the mails, proxies may be solicited personally or by
telephone or facsimile by officers, directors and employees of the Company who
will not be specially compensated for such solicitation activities. Arrangements

may be made with brokerage houses and other custodians, nominees and fiduciaries
for forwarding solicitation materials to the beneficial owners of shares held of
record by such persons and the Company will reimburse such persons for their
reasonable expenses incurred in forwarding the materials.

ELECTION OF DIRECTORS

The By-Laws of the Company provide that the number of directors shall not
be less than 5 nor more than 25 and permit the exact number to be determined
from time to time by the Board of Directors. The Board currently consists of 9
members. Robert M. Kaye, one of our founding directors, resigned as director
effective February 20, 2003 for personal reasons.

It is intended that the proxies solicited by the Board of Directors will be
voted for the four persons named below (unless the shareholder otherwise
directs). If, for any reason, any of the nominees becomes unavailable for
election or service on the Board, the proxy solicited by the Board of Directors
will be voted for such substituted nominee(s) as is (are) selected by the Board
of Directors. The Board has no reason to believe that any of the named nominees
are not available or will not serve if elected.

Each of Messrs. Kaplan, Kramer and Dr. Wetstein have been nominated to
serve a three-year term until the 2006 Annual Meeting of the Company. Mr. James
Kinghorn was appointed to the Board in early 2003. Pursuant to our Certificate
of Incorporation, our three classes of directors are to be balanced, if
possible. Therefore, Mr. Kinghorn has been added to the class which will stand
for election in 2004, and, at this meeting ,he has been nominated to serve a
one-year term until the 2004 Annual Meeting of the Company, and thereafter until
his/her successor shall have been duly elected and shall have qualified. The
names of the nominees for election and certain information about them are set
forth in the following table:

NOMINEES FOR ELECTION AS DIRECTORS AT
2003 ANNUAL MEETING

Name, Age and Principal Occupations Director Term
Position with the Bank During Past Five Years Since Expires
---------------------- ---------------------- --------- --------

Morris Kaplan, 48 President, Kaplan Companies
(building and real estate development) 1997 2003
Eli Kramer, 48
Vice Chairman of the Board Real Estate Developer 1997 2003

Lewis Wetstein, M.D., 55 Cardiothoracic Surgeon 1997 2003

James Kinghorn, 54 Executive Vice President of the Company and the 2003 2004
Bank; formerly Senior Vice President of Tinton
Falls State Bank over five (5) years

Directors Whose Terms Continue Beyond the 2003
Annual Meeting

Name, Age and Principal Occupations Director Term
Position with the Bank During Past Five Years Since Expires
---------------------- ----------------------

Arnold Silverman, 58 President, Pavillion Residential LTD 1997 2004
(real estate development)

Howard Schoor, 64 Vice Chairman, D.R. Horton, Inc.--
Chairman of the Board New Jersey (custom home builder) 1997 2004

Charles P. Kaempffer, CPA, 65
Vice Chairman of the Board Certified Public Accountant 1997 2005

William J. Mehr, Esq., 62 Senior Partner, Mehr, LaFrance
& Basen, Esq.(attorneys) 1997 2005

Robert D. O'Donnell, 56 President and Chief Executive Officer of the
President and Chief Executive Officer Company and the Bank 1998 2005

No director of the Company is also a director of a company having a class
of securities registered under Section 12 of the Securities Exchange Act of
1934, as amended, or subject to the requirements of Section 15(d) of such Act or
any company registered as an investment company under the Investment Bank Act of
1940, other than Mr. Charles P. Kaempffer, who is a director of Monmouth Capital
Corporation, Monmouth Real Estate Investment Corporation and United Mobile
Homes, Inc., all reporting companies under Section 12 of the Securities Exchange
Act of 1934.

Board Meetings; Committees of the Board
- ---------------------------------------

During the fiscal year ended December 31, 2002, the Board of Directors of
the Company held nine (9) meetings. All Directors attended at least 75% of
Company Board meetings and meetings of committees of the Company's Board on
which such directors served. In addition, the Board of Directors of the Bank, on
which all Directors of the Company serve, met thirteen (13) times during 2002.

The Company maintains a Human Resources Committee which, among other
activities, sets the compensation for executive officers of the Company and the
Bank. During 2002, the Human Resources Committee consisted of Messrs. Kinghorn,
Kaplan, O'Donnell, Schoor and Silverman and met twice.

The full Board acted as a nominating committee in 2002.

The Board of Directors maintained an Audit Committee (the "Audit
Committee") which consisted of Dr. Wetstein and Messrs. Kaempffer, Mehr,
Silverman and Kramer (served as alternate) during the fiscal year ended December
31, 2002. Effective September 2002, Mr. Mehr resigned from the Audit Committee.
All remaining members of the Audit Committee meet the independence requirements
imposed under the Sarbanes-Oxley Act of 2002, and all Directors who served on
the Audit Committee during 2002 were "independent" for purposes of NASD listing
standards. The Audit Committee arranges for the Company's directors examinations

through its independent certified public accountant, reviews and evaluates the
recommendations of the directors examinations, receives all reports of
examination of the Company and the Bank by regulatory agencies, analyzes such
reports, and reports to the Company's Board the results of its analysis of the
regulatory reports. This Committee also receives reports directly from the
Company's outsourced internal auditor and recommends any action to be taken in
connection therewith. The Audit Committee met five (5) times in 2002.

Audit Committee Report
- ----------------------

The Audit Committee meets periodically to consider the adequacy of the
Company's financial controls and the objectivity of its financial reporting. The
Audit Committee meets with the Company's independent auditors and the Company's
independent outsourced audit reviewers, both whom have unrestricted access to
the Audit Committee.

The Board has adopted a written charter for the Audit Committee setting for
the audit related functions the Audit Committee is to perform. A copy of the
Charter was previously filed with the SEC with the Proxy Statement for the 2001
Annual Meeting.

In connection with this year's financial statements, the Audit Committee
has reviewed and discussed the Company's audited financial statements with the
Company's officers and Grant Thornton, LLP, our independent auditors. We have
discussed with Grant Thornton, LLP, the matters required to be discussed by
Statement on Auditing Standards 61 (Communication with Audit Committees). We
also have received the written disclosures and letters from Grant Thornton, LLP
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), and have discussed with representatives of
Grant Thornton their independence.

Based on these reviews and discussions, the Audit Committee recommended to
the Board of Directors that the audited financial statements be included in the
Company's Annual Report on form 10-KSB for the fiscal year 2002 for filing with
the U.S. Securities and Exchange Commission.

Dr. Lewis Wetstein
Charles P. Kaempffer
Arnold Silverman
Eli Kramer

STOCK OWNERSHIP OF MANAGEMENT
AND PRINCIPAL SHAREHOLDERS
February 28, 2003

The following table sets forth, as of February 28, 2003, certain
information concerning the ownership of shares of the common stock by (i) each
person who is known by us to own beneficially more than five percent (5%) of the
issued and outstanding common stock, (ii) each director of the Company, (iii)
each named executive officer described in the section of this Proxy Statement
captioned "Executive Compensation," and (iv) all directors and executive
officers as a group. Except as otherwise indicated, each individual named has
sole investment and voting power with respect to the securities shown.

Number of Shares Percent of
Name of Directors and Executive Officers Beneficially Owned(1) Class
---------------------------------------- --------------------- -----

Charles P. Kaempffer, CPA, Vice Chairman
of the Board 75,210(2) 2.34%

Morris Kaplan 95,490(3) 2.98%

Eli Kramer, Vice Chairman of the Board 126,469(4) 3.93%

William J. Mehr 71,395(5) 2.23%

Robert D. O'Donnell, President and CEO 162,146(6) 4.87%

Howard Schoor, Chairman of the Board 257,017(7) 7.97%

Arnold Silverman 110,182(8) 3.43%

Lewis Wetstein, M.D. 164,134(9) 5.13%

James Kinghorn, Executive Vice President 19,688(10) 0.62%

Robert Babin, Senior Vice President 11,893(11) 0.37%

Michael Bis, Chief Financial Officer 7,124(12) 0.22%
All Directors and Executive Officers as
Group (11 persons) 1,100,748 30.36%

(1) Beneficially owned shares include shares over which the named person
exercises either sole or shared voting power or sole or shared investment
power. It also includes shares owned (i) by a spouse, minor children or by
relatives sharing the same home, (ii) by entities owned or controlled by
the named person, and (iii) by other persons if the named person has the
right to acquire such shares within 60 days by the exercise of any right or
option. Unless otherwise noted, all shares are owned of record and
beneficially by the named person.

(2) Includes 3,576 shares held by a benefit plan of which Mr. Kaempffer is the
beneficiary, 13,411 shares held by his spouse, and 39,267 shares
purchasable upon the exercise of stock options which may be exercised
within sixty (60) days.

(3) Includes 65,593 shares held by a trust for which Mr. Kaplan is trustee, and
26,747 shares purchasable upon the exercise of stock options which may be
exercised within sixty (60) days.

(4) Includes 34,814 shares held by trusts of which Mr. Kramer is trustee for
the benefit of his children, 25,021 shares held by a pension plan for the
benefit of Mr. Kramer, 18,439 shares held by Mr. Kramer's spouse, and
47,840 shares purchasable upon the exercise of stock options which may be
exercised within sixty (60) days.

(5) Includes 16,984 shares held in trusts of which Mr. Mehr is the trustee,
3,082 shares held in self directed IRAs for Mr. Mehr, and 33,901 shares
purchasable upon the exercise of stock options which may be exercised
within sixty (60) days.

(6) Includes 154,633 shares purchasable upon exercise of stock options which
may be exercised within sixty (60) days.

(7) Includes 5,095 shares owned by Mr. Schoor's spouse and 50,180 shares
purchasable upon the exercise of stock options which may be exercised
within sixty (60) days.

(8) Includes 26,826 shares held in a self-directed IRA account for Mr.
Silverman's benefit, 37,360 shares held in trusts for the benefit of Mr.
Silverman's spouse and children, 2,682 shares held in an IRA for Mr.
Silverman's spouse and 40,686 shares purchasable upon the exercise of stock
options which may be exercised within sixty (60) days.

(9) Includes 214 shares held jointly with Dr. Wetstein's son and 28,536 shares
purchasable upon the exercise of stock options which may be exercised
within sixty (60) days.

(10) Includes 4,567 shares held in a self-directed IRA account for Mr.
Kinghorn's benefit and 11,813 shares purchasable upon the exercise of stock
options which may be exercised within sixty (60) days.

(11) Includes 11,892 shares purchasable upon the exercise of stock options which
may be exercised within sixty (60) days.

(12) Includes 7,123 shares purchasable upon the exercise of stock options which
may be exercised within sixty (60) days.

Compensation of the Board of Directors
- --------------------------------------

During 2002, the Directors of the Company were not paid a cash retainer or
meeting fees in connection with their service on the Board of Directors of the
Company. With regard to service on the Board of Directors of the Bank, the Bank
has established a Director Deferred Compensation Plan pursuant to which the
consideration each Director would have received for service on the Board of
Directors of the Bank is paid into a trust and deferred until the time such
Director reaches their stated retirement age from the Board. Executive Officers
of the Bank that also serve as Directors may contribute like sums from their
pre-tax salary into the trust. Upon attaining retirement age, the deferred
Director's fees, and all earnings on such fees, will be paid out to the Director
over a ten-year period. In the event of a change of control of the Company, each
Director will be treated as if they have contributed the greater of five (5)
years worth of Director fees into the plan or their actual contribution to the
Plan. For the year ended 2002, each Bank Director who was not a full time
employee of the Bank was credited with $9,600 in fees paid into the plan.

In addition, members of the Board of Directors participate in the 1997
Stock Option Plan for Non-Employee Directors, the 1997 Stock Option Plan and the
2000 Stock Option Plan. Pursuant to these Plans, members of the Board of
Directors have in the past received stock options to purchase shares of our
common stock. In addition, during 2002 each non-employee Director was granted
14,150 options at an exercise price of $15.81 per share.

PERFORMANCE GRAPH
-----------------

Set forth below is a graph and table comparing the yearly percentage change
in the cumulative total shareholder return on the Company's Common Stock against
(1) the cumulative total return on the NASDAQ Bank Index and (2) the cumulative
total return on the NASDAQ Market Index for the period commencing October 27,
1998 (the date the Company's stock commenced trading of the NASDAQ Small Cap
Market, and ending December 31, 2002.

{LETTERHEAD COMMUNITY BANCORP OF NEW JERSEY PERFORMANCE POINT PLOTTED BELOW]
[OBJECT OMITTED]

ASSUMES $100 INVESTED ON OCTOBER 27, 1998
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 2002

- -----------------------------------------------------------------------------------------------------
Fiscal Year Ending
- -----------------------------------------------------------------------------------------------------
12/31/1998 12/31/1999 12/31/2000 12/31/2001 12/31/2002
- -----------------------------------------------------------------------------------------------------

CBNJ 115.52 105.67 105.36 126.09 224.99
- -----------------------------------------------------------------------------------------------------
State NASDAQ Bank
Index 89.74 84.54 99.50 112.11 119.89
- -----------------------------------------------------------------------------------------------------
NASDAQ Market Index
140.19 260.92 158.69 125.68 86.43
- -----------------------------------------------------------------------------------------------------

Human Resources Committee Report on Executive Compensation
----------------------------------------------------------

The Company's compensation package for its executive officers consists of
base salary, an annual bonus, annual discretionary stock option grants and
various broad based employee benefits. The objective of the Company's executive
compensation is to enhance the Company's long-term profitability by providing
compensation that will attract and retain superior talent, reward performance
and align the interests of the executive officers with the long-term interests
of the shareholders of the Company.

Base salary levels for the Company's executive officers are competitively
set relative to companies in peer businesses. The annual financial performance
of the Company is one of the most important factors in reviewing base salaries
and bonuses. In reviewing base salaries, the Human Resources Committee also
takes into account individual experience and performance.

The Company's annual bonuses are intended to provide a direct cash
incentive to executive officers and other key employees to maximize the
Company's profitability. Financial performance is compared against budgets as
well as peer businesses.

Stock options are intended to encourage officers and other key employees to
remain employed by the Company by providing them with a long term interest in
the Company's overall performance as reflected by the performance of the market
of the Company's Common Stock. In granting stock options, the Human Resources
Committee takes into account prior stock option grants and consider the
executive's level of compensation and past contributions to the Company.

Robert D. O'Donnell was the President and Chief Executive Officer of the
Company and the Bank for 2002. Mr. O'Donnell's base salary is set competitively
relative to other chief executive officers in financial service companies in the
Company's market area and determined pursuant to the terms of his Employment
Agreement. In determining Mr. O'Donnell's base salary, the Committee reviewed
independent compensation data and the Company's performance as compared against
budgets and peer businesses. The calculation of Mr. O'Donnell's bonus is
determined pursuant to his Employment Agreement. As with the Company's other
executive officers, Mr. O'Donnell's total compensation involves certain
subjective judgments and is not based solely upon any specific objective
criteria or weighting.

James Kinghorn
Morris Kaplan
Robert D. O'Donnell
Howard Schoor
Arnold Silverman

Compensation Committee Interlocks and Insider Participation

The members of the Company's Human Resources Committee during 2002 were
James Kinghorn, Morris Kaplan, Robert D. O'Donnell, Howard Schoor and Arnold
Silverman. Messrs. O'Donnell and Kinghorn are executive officers of the Company.
Apart from banking relationships in the ordinary course of business, no other
member of the Human Resources Committee had any other relationship requiring
disclosure under Item 404 of SEC Regulation S-K.

Executive Compensation
- ----------------------

The following table sets forth a summary of the cash and non-cash
compensation awarded to, earned by, or paid to, the Chief Executive Officer of
the Company for each of the last three fiscal years and the other executive
officers of the Company whose cash remuneration exceeds $100,000.

SUMMARY COMPENSATION TABLE
--------------------------
Cash and Cash Equivalent
------------------------
Forms of Remuneration
---------------------

Long Term
Compensation
Name and Principal Position Other Securities
- ---------------------------- Annual Annual Annual Underlying All Other
Year Salary Bonus(2) Compensation Options (3) Compensation
---- ------ -------- ------------ ----------- ------------

Robert D. O'Donnell,
- -------------------- 2002 $219,224 $101,000 (1) 1,500 -
President and Chief Executive 2001 $193,266 $ 75,570 (1) 1,500 -
Office 2000 $196,636 $ 57,600 (1) 11,550 -

James Kinghorn,
- ---------------
Executive Vice President 2002 $136,554 $50,000 (1) 1,500 -
and Senior Lending Officer 2001 $120,970 $35,000 (1) 1,500 -
2000 $105,695 $25,000 (1) 10,500 -
Robert Babin
- ------------
Senior Vice President
and Chief Information Officer 2002 $98,850 $12,500 - 1,250 -
2001 $92,098 $17,500 - 1,250 -
2000 $87,119 $10,000 - ---- -
Michael Bis
- -----------
Vice President and
Chief Financial Officer 2002 $88,082 $15,000 - 1,250 -
2001 77,324 15,000 - 1,250 -
2000 70,013 10,000 - --- -

(1) Other annual compensation includes expenses incurred for the use of an
automobile. The Company believes the value of the personal use of such
vehicle was less than 10% of the salary and bonus of each respective
officer.

(2) Bonuses were earned in the years disclosed, although they may have
been paid in subsequent years. (3) Options have not been retroactively
adjusted for stock dividends or stock split.

On May 8, 1998, the Company retained Mr. Robert D. O'Donnell as President
and Chief Executive Officer at an original base salary of $151,000. Mr.
O'Donnell is entitled to receive an annual increase of at least 10%, provided
that the Company has met certain performance targets. Mr. O'Donnell is also
entitled to an annual cash bonus in an amount equal to 5% of the Company's after
tax net profit. If Mr. O'Donnell is terminated for any reason other than for
"cause", he is entitled to continue to receive his then current base salary and
bonus for the next twenty-four (24) months. In the event of a change in control
of the Company, Mr. O'Donnell is entitled to twice his then current base salary
and bonus, payable at the option of Mr. O'Donnell either in a lump sum, or over
a period of twenty-four (24) months.

On July 11, 2002, the Company entered into a change of control agreement
with Mr. Kinghorn. Under this agreement, in the event of a change in control, as
defined by the Agreement, Mr. Kinghorn is to be employed for a three-year period
(unless he attains age 65 sooner, in which case his term of employment would end
then). During this employment period, Mr. Kinghorn is to receive base
compensation equal to the annual compensation, including salary and bonus, as
was paid to or accrued for him during the twelve months immediately prior to the
change in control. He is also to receive an annual increase to reflect the
impact of inflation, Mr. Kinghorn's performance and the performance of the
Company. The minimum increase must equal the annual percentage increase in the
consumer price index for urban wage earners and clerical workers for the New
York and Northern New Jersey area during the preceding twelve months. After a
change in control, Mr. Kinghorn may be terminated by the Company or its
successor for "cause", as defined in the agreement. However, in the event he is
terminated without cause, or in the event he resigns his position for "good
reason", he will be entitled to a lump sum payment equal to two times the
highest annual compensation, including salary and cash bonus, paid to him during
any of the three calendar years immediately prior to the change in control. The
payments due to Mr. Kinghorn may be reduced if the payment would not be
deductible by the Company or its successor for federal income tax purposes due
to Section 280G of the Internal Revenue Code of 1986. Mr. Kinghorn's agreement
does not become effective, and does not govern the terms of his employment,
until a change in control takes place. The agreement has a term of three years,
and renews annually unless the Company, by a majority vote of the directors then
in office, decide not to extend the term of the Agreement. If a change in
control were to have happened at December 31, 2002 and Mr. Kinghorn were to be
terminated without cause or to resign for good cause, he would have been
entitled to a payment equal to $ 373,108.

STOCK OPTION PLANS
------------------

In the following discussion, options authorized for grant under each option
plan have been adjusted to reflect stock dividends and stock splits.

During 1997, the Bank's Board of Directors approved the 1997 Stock Option
Plan, the 1997 Employee Stock Option Plan and the 1997 Option Plan for
Non-Employee Directors. Under the 1997 Stock Option Plan, directors of the Bank,
including employees who are directors of the Bank, may be granted non-qualified
or incentive stock options. The 1997 Stock Option Plan provides for the grant of
options to purchase up to 104,074 shares of common stock. Pursuant to the terms
of the 1997 Stock Option Plan, options which qualify as incentive stock options
under the Internal Revenue Code of 1986 must be granted at an exercise price of
no less than 100% of the then current fair market value of the common stock, and
options which are non-qualified options may be granted at an exercise price to
be determined by the Board of Directors at the time of grant, but no less than
85% of the then fair market value of the common stock.

The 1997 Employee Stock Option Plan permits grants of options to purchase
up to 89,426 shares of common stock. Under the 1997 Employee Stock Option Plan,
grants may either be incentive stock options or non-qualified options. The 1997
Employee Stock Option Plan is administered by the Board of Directors, which has
the authority to determine the officers and employees of the Bank who will
receive options, whether the options will be incentive stock options or
non-qualified options and, subject to the terms of the Plan, the exercise price
for the options. Under the Plan, incentive stock options must have an exercise
price of no less than 100% of the fair market value of the common stock on the
date of grant, and non-qualified options may have an exercise price to be
determined by the Board of Directors at grant, but no less than 85% of the fair
market value of the common stock on the date of grant.

The 1997 Stock Option Plan for Non-Employee Directors permits grants of
options to purchase up to 80,483 shares of common stock. Under the 1997 Stock
Option Plan for Non-Employee Directors, each director who is not an employee of

the Company, upon the adoption of the Plan or when first appointed or elected a
member of the Board, shall receive a grant of non-qualified options under
Section 422 of the Internal Revenue Code of 1986 to purchase 5,000 shares of the
Company's common stock. The exercise price of the options will be the greater of
$11.00 per share or 100 % of the fair market value of the common stock on the
date of grant, whichever is greater.

In May, 1998, the Board of Directors of the Bank adopted the 1998 Stock
Option Plan pursuant to which options may be granted to employees of the Bank.
The 1998 Stock Option Plan provides for the granting of options to purchase up
to 89,426 shares of common stock. The terms of the 1998 Stock Option Plan are
substantially similar to the terms of the 1997 Employee Stock Option Plan.

In January, 2000, the Board of Directors of the Company adopted the 2000
Employee Stock Option Plan pursuant to which options may be granted to employees
of the Company. The 2000 Employee Stock Option Plan provides for the granting of
options to purchase up to 149,046 shares of common stock. The terms of the 2000
Employee Stock Option Plan are substantially similar to the terms of the 1997
Employee Stock Option Plan.

In January, 2000, the Board of Directors of the Company also adopted the
2000 Stock Option Plan for Non-Employee Directors pursuant to which options may
be granted to directors who are not employees of the Company. The 2000 Stock
Option Plan for Non-Employee Directors provides for the granting of options to
purchase up to 121,550 shares of common stock. Under the 2000 Stock Option Plan
for Non-Employee Directors, the exercise price for the purchase of shares under
the options is no less than 105% of the fair market value of the shares on the
date of the grant.

The following table sets forth information regarding stock option grants to
the individuals named in the table above during 2002. These options and base
exercise price per share have not been adjusted for the 2002 stock dividend and
stock split.

Number of
Securities
Underlying Exercise or Grant Date Present
Options/SARS % of Total Base Price Expiration Value
Name Granted (#)(1) Options/SARS ($/Share) Date $
- ---- -------------- ------------ --------- ----------- ----------------------

Robert D. O'Donnell,
President and 1,500 11.36% $17.00 7/1/2012 $7,700
Chief Executive Officer

James Kinghorn,
- --------------
Executive Vice President 1,500 11.36% $17.00 7/1/2012 $7,700
and Senior Lending Officer

Robert Babin,
- -------------
Senior Vice President 1,250 9.47 17.00 7/1/2012 6,416
and Chief Information Officer

Michael Bis
Senior Vice President and 1,250 9.47 17.00 7/1/2012 6,416
Chief Financial Officer

(1) As of December 31, 2002, 20% of these options were immediately
exercisable. These options vest ratably over four years, commencing on
the date of grant.

(2) The present value of each option grant is estimated on the date of
grant using the Black-Scholes option pricing model with the following
weighted average assumptions: dividend yield of 0%, expected
volatility of 25%, risk free interest rate of 3.81%, and an expected
life of five (5) years.

The following table sets forth information concerning the fiscal year-end
value of unexercised options held by the executive officers of the Company named
in this Proxy Statement under the caption "Executive Compensation". No stock
options were exercised by such executive officers during 2002.

Value of Unexercised In-the-Money
Number of Securities Underlying Options at FY-End (1)
Unexercised Options at FY-End (#) (based on $ 18.24 per share)
Exercisable/Unexercisable Exercisable/Unexercisable (1)
------------------------- -----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------

Robert D. O'Donnell 127,805 30,045 $1,206,358 $273,369
James A. Kinghorn 8,340 13,636 84,744 134,899
Robert Babin 9,210 8,046 84,499 70,142
Michael Bis 4,142 8,643 37,363 76,825

(1) Market value of the underlying securities at year end (based upon the
closing price on the NASDAQ National Market) minus the exercise price
per share. Options vest and become exercisable over various periods
not exceeding five years and are subject to acceleration in certain
circumstances.

Certain Transactions with Management
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We have in the past and expect to continue in the future to undertake
banking transactions with our directors, executive officers and their associates
(i.e., corporations or organizations for which they serve as officers or
directors or in which they have beneficial ownership interests of ten percent or
more).

Required Vote
- -------------

Directors will be elected by a plurality of the votes cast at the Annual
Meeting whether in person or by proxy.

Recommendation
- --------------

The Board of Directors unanimously recommends a vote in favor of its
nominees for Director.

INDEPENDENT AUDITORS

The Company's independent auditors for the fiscal year ended December 31,
2002 were Grant Thornton, LLP. The Company's Board of Directors has appointed
Grant Thornton, LLP to continue as independent auditors for the Bank and the
Company for the year ending December 31, 2003. Grant Thornton, LLP has advised
the Company that one or more of its representatives will be present at the

Annual Meeting to make a statement if they so desire and to respond to
appropriate questions.

Audit Fees
- ----------

The Company was billed the aggregate amount of $58,281 for fiscal year 2002
for professional services rendered by Grant Thornton, LLP for audit of the
Company's annual financial statements for 2002 and review of the financial
statements included in the Company's forms 10-QSB during 2002 as well as tax
consulting services for 2002. As disclosed below, the Company has not retained
Grant Thornton, LLP to provide non-audit services during 2002 except for tax
return preparation and consulting fees.

Financial Information System Design and Implemental Fees
- --------------------------------------------------------

The Company was not billed any amount for professional services related to
Financial Information System Design and Implementation by Grant Thornton, LLP
during 2002.

All Other Fees
- --------------

In addition to the fees set forth above under Audit Fees, the Company was
billed $34,120 for tax return preparation and consulting services and for
strategic planning services, by Grant Thornton, LLP for fiscal year 2002.

COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than ten percent stockholders are
required by regulation of the Securities and Exchange Commission to furnish the
Company with copies of all Section 16(a) forms they file.

The Company believes that all other persons subject to Section 16(a) have
made all required filings for the fiscal year ended December 31, 2002, with the
following exception: During the course of 2001, Dr. Lewis Wetstein failed to
file two Forms 4 with regard to the purchase of a total of 4,000 shares of
common stock. These forms were filed during 2002.

SHAREHOLDER PROPOSALS

Proposals of shareholders to be included in the Company's 2004 proxy
material must be received by the Secretary of the Company no later than November
15, 2003.

At the 2003 annual meeting of stockholders or special meeting in lieu
thereof, the persons named as proxies in the Company's proxy for the meeting may
vote the proxy in their discretion on any proposal received by the Company after
November 15, 2002.

OTHER MATTERS

The Board of Directors is not aware of any other matters which may come
before the Annual Meeting. However, in the event such other matters come before
the meeting, it is the intention of the persons named in the proxy to vote on
any such matters in accordance with the recommendation of the Board of
Directors.

Shareholders are urged to sign the enclosed proxy, which is solicited on
behalf of the Board of Directors, and return it in the enclosed envelope.

REVOCABLE PROXY
COMMUNITY BANCORP OF NEW JERSEY

[ ] PLEASE MARK VOTES AS IN THIS EXAMPLE

Annual Meeting of SHAREholders
April 24, 2003
Solicited on Behalf of the Board of Directors

1. Election of the following four With- For All
(4) nominees to each serve on the For hold Except
Board of Directors for a three year [ ] [ ] [ ]
term until the 2006 Annual Meeting
and until their successors are
elected and duly qualified:

Morris Kaplan, Eli Kramer,
Lewis Wetstein, M.D., James Kinghorn

INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.

2. In their discretion, such other business as may properly come before the
meeting.
Please sign exactly as your name appears. When signing as executor,
administrator, guardian, trustee or attorney, please give your title as such. If
signer is a corporation, please sign the full corporate name and then an
authorized officer should sign his name and print his name and title below his
signature. If the shares are held in joint name, all joint owners should sign.

Please be sure to sign and date this Proxy in the box below.

-----------------------------
Date

-----------------------------
Shareholder sign above

-----------------------------
Co-holder (if any) sign above

Detach above card, sign, date and mail in postage paid envelope provided.

COMMUNITY BANCORP OF NEW JERSEY

PLEASE DATE, SIGN AND RETURN THIS PROXY
IN THE ENCLOSED RETURN ENVELOPE.

If your address has changed, please correct the address in the space provided
below and return this portion with the proxy in the envelope provided.

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