FIFTH AMENDMENT (THIS "AMENDMENT") TO THE PURCHASE AGREEMENT BY
              AND BETWEEN LOWER TOWN DEVELOPMENT GROUP,  L.L.C.  (f/k/a
              LOWERTOWN DEVELOPMENT GROUP, L.L.C. ("Lower Town")AND UNIVERSITY
              BANK DATED SEPTEMBER 14TH, 2002 (the "Agreement")

              Lower Town and University Bank hereby agree to amend the terms of
              the Agreement as follows:

1)                University Bank's exercise of its option to purchase 10,000
                  square feet shall be for the specific space in Building E as
                  shown on the attached site plan (incorporated herein by
                  reference), on the floors contemplated in the Agreement. The
                  parties shall mutually agree on signage, layout, and other
                  issues as contemplated in the Agreement.

2)                University Bank, upon the exercise of its principal option to
                  purchase under the Agreement, shall have a right of first
                  refusal to lease or purchase, as the case may be, all or a
                  portion of any additional office space as it becomes available
                  for lease or sale (as determined by Lower Town) in Building E
                  at the same price and on the same terms reflected in a written
                  offer, executed by a bonafide third-party. Lower Town shall
                  forward to University Bank a copy of any such third-party
                  offer within three business days of its receipt of same. The
                  right of first refusal shall be effective for 10 business days
                  following receipt from Lower Town of a copy of a written offer
                  made by any bonafide third party offer to lease or purchase
                  additional space in Building E.

3)                In the event that space becomes available for lease or sale in
                  Building E and no offer is received from a potential bonafide
                  third-party purchaser or lessee, University Bank shall be
                  entitled to exercise its option to lease or purchase all or
                  any portion of such additional space, at fair market value (as
                  determined by a licensed real estate appraiser mutually
                  selected by the parties).

4)                If Lower Town sells or otherwise transfers any or all of its
                  interest in Building E, Lower Town shall require the
                  purchaser, transferee and any such party's successors and
                  assigns to assume this obligation related to the right of
                  first refusal. Any sale or transfer not so binding a
                  purchaser, transferee and such party's successors and assigns
                  shall be void ab initio.

5)                Immediately following the recording of the Master Deed
                  relating to the project, Lower Town and University Bank shall
                  execute and cause to be recorded in the chain of title a
                  memorandum evidencing the existence of the lease and purchase
                  options referenced in paragraphs 2, 3 and 4 of this Agreement
                  as well as a memorandum evidencing the existence of the option
                  referenced in paragraph 1, if no such memorandum has yet been
                  recorded.

              In all other respects, the Agreement shall remain in full force
              and effect.

Lowertown Development Group, LLC,
         By: Terra Management Company
         Its:  Manager


         By:      /s/Scott A. Chapelle
                  --------------------------
                  Scott A. Chapelle
         Its:     Manager

University Bank


         By:      /s/Stephen Lange Ranzini
                  ----------------------------
                  Stephen Lange Ranzini
         Its:     President