EXHIBIT 2(II)

                               AMENDMENT AGREEMENT

This Amendment Agreement is made and entered into as of this 18th day of
February, 1999 by and among CERTIFIED MORTGAGE ASSOCIATES ("Company"), BARRY
HABIB ("Habib"), NORMAN HUNTER ("Hunter") and CRAIG FRANKEL ("Frankel")
(collectively, "Stockholders"), UNITY BANCORP, INC., a Delaware corporation
("UBI"), and FIRST COMMUNITY BANK (the "Bank").

     WHEREAS, the parties hereto are parties to that certain Agreement and Plan
of Merger dated as of December 11, 1998 (the "Merger Agreement");

     WHEREAS, the parties hereto have determined that it is in their mutual best
interests to Merger Agreement amend certain of the terms and conditions
contained in the Merger Agreement.

     NOW, THEREFORE, in consideration of their representations, warranties and
mutual promises contained herein, the parties hereto agree to amend the Merger
Agreement as follows:

          1. Section 1.6 of the Merger Agreement is hereby deleted in its
     entirety.

          2. Section 2.1 of the Merger Agreement is hereby deleted in its
     entirety, and replaced with the following:

               "2.1 -- Aggregate Consideration. In consideration for the Merger,
          UBI shall pay an amount equal to the sum of $2,800,000 (the "Purchase
          Price"). The Purchase Price shall be paid as follows: $1,700,000 will
          be paid in cash (the "Cash Purchase Price") and $1,100,000 (the "Stock
          Purchase Price") shall be paid in shares of common stock, no par value
          of UBI (the "Common Stock"). In calculating the aggregate number of
          shares of common stock to which Stockholders shall be entitled in
          satisfaction of the Stock Purchase Price, the Stock Purchase Price
          will be divided by the fair market value of the Common Stock
          determined by the average of the bid and asked price of the Common
          Stock for the first 20 trading days in thirty (30) days prior to
          closing of the transactions contemplated hereby. Upon the Closing
          Date, each outstanding shall of stock shall be converted into the
          right to receive a proportionate share of the Cash Purchase Price and
          the Stock Purchase Price."

          3. Section 3.3(e) of the Merger Agreement is deleted in its entirety,
     and replaced with the following: "(e) The Cash Purchase Price by wire, bank
     check or other next day funds."

          4. Section 3.4 of the Merger Agreement is deleted in its entirety.


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          5. Section 8.9 of the Merger Agreement is deleted in its entirety.

          6. Except as provided herein, all the terms and conditions of the
     Merger Agreement shall remain in full force and effect, unchanged from the
     date of the Merger Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Agreement of this 18th day of February, 1999.

         STOCKHOLDERS:

                           -------------------------------------------
                           BARRY HABIB

                           -------------------------------------------
                           NORMAN HUNTER

                           -------------------------------------------
                           CRAIG FRANKEL


                           CERTIFIED MORTGAGE ASSOCIATES, INC.

                           By:________________________________________
                              BARRY HABIB,  President


                           UNITY BANCORP, INC.

                           By:________________________________________
                              ROBERT J. VAN VOLKENBURGH
                              Chairman and Chief Executive Officer


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