UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB

                 Annual Report Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

                  For the fiscal year ended December 31, 2003
                         Commission file number 0-12123

                        U.S. MUTUAL FINANCIAL CORPORATION
              (Exact name of Small Business Issuer in its Charter)



        Michigan                                  38-2459626
   State or Other Jurisdiction of       (I.R.S. Employer Identification Number)
   Incorporation or Organization)

    3220 Coolidge, Berkley, Michigan                  48072
   (Address of Principal Executive Offices)         (Zip Code)



             Telephone Number, Including Area Code: (248) 542-6111

    Securities registered under to Section 12 (b) of the Exchange Act: None

  Securities registered under Section 12 (g) of the Exchange Act: Common Stock,
                                 $1.00 par value
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during the  preceding  12 months (or for such
shorter  period that the  registrant  was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days. Yes No X

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation SB contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10KSB or any
amendment to this Form 10KSB. []

The  registrant's  revenue  for the fiscal  year  ended  December  31,  2003 was
$1,103,794

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant as of December 31, 2003 was $1,116,931. This
value is based upon the net book value per share of the Company, which was
utilized due to the lack of any current market for or significant trading of the
Company's common equity.

As of December 31, 2003, there were 4,520,254 shares of registrant's common
stock, $1.00 par value, outstanding.

Transitional Small Business Disclosure Form:  Yes_________  No_____X_____

Documents incorporated by reference: None
<PAGE>

                                     PART I

Forward-Looking Statements

This report on Form 10-KSB includes statements that constitute "forward-looking
statements" under the federal securities laws. These forward-looking statements
often are characterized by the terms "may," "believes," "projects," "expects,"
or "anticipates," and do not reflect historical facts. Forward-looking
statements involve risks, uncertainties, and other factors that may cause the
Company's actual results, performance or achievements to be materially different
from those expressed or implied by such forward-looking statements. Factors and
risks that could affect the Company's results and achievements and cause them to
materially differ from those contained in the forward-looking statements include
those identified throughout this report and in the section in Item 6, below,
entitled "Certain Risk Factors Affecting the Company's Business," as well as
other factors that the Company currently is unable to identify or quantify, but
that may exist in the future. In addition, the foregoing factors may affect
generally the Company's business, results of operations, and financial position.
Forward-looking statements speak only as of the date the statement was made. The
Company does not undertake and specifically declines any obligation to update
any forward-looking statements included in this report on Form 10-KSB.

ITEM 1. Description of Business.

Background

U.S. Mutual Financial Corporation (the "Company") was incorporated in Michigan
in April 1983 and was the successor to United States Mutual Real Estate
Investment Trust, an unincorporated Michigan Trust (the "Trust") and Detroit
Bond & Mortgage Investment Co., a Michigan Corporation ("DBMI"), in August 1983.
The Trust was organized as a Real Estate Investment Trust in May 1972. DBMI was
incorporated in June 1976 and became the manager of the Trust. The Company was a
savings and loan holding company whose principal asset was its shareholding in
USM Savings and Loan Association ("USMSL"), Ann Arbor, Michigan. USMSL was
organized under Michigan law in March 1975 under the name of Michigan Savings
and Loan Association and was acquired by DBMI in August 1983 in conjunction with
(1) the merger of DBMI with the Company, and (2) the termination of the Trust
and the conveyance of its assets to the Company (the "Reorganization"). On or
about November 15, 1985, USMSL was converted from a Michigan State chartered
savings and loan association to a federally chartered savings bank under the
name USM Savings Bank, F.A. ("USMSB").

Until November 1985, the Company's business was primarily operated through USMSB
and its mortgage banking subsidiary. On November 26, 1985, the Federal Home Loan
Bank Board ("FHLBB") declared USMSB insolvent and appointed the Federal Savings
and Loan Insurance Corporation ("FSLIC") as the receiver. FSLIC seized all of
the assets and assumed all of the liabilities of USMSB and transferred
substantially all of such assets and liabilities to a newly organized federal
mutual savings and loan association named U.S. Mutual Savings and Loan
Association, F.A., which was subsequently renamed Regency Savings Bank, F.S.B.
("Regency"). Included among the assets so transferred were USMSB's subsidiaries,
U.S. Mutual Mortgage Corporation and U.S. Mutual Securities Corporation. Regency
had no relationship with the Company.

In March 1986, the Company's management implemented a corporate restructuring,
which continued through 2003, to position the organization for future
recapitalization through direct capital investment and/or mergers and
acquisitions. See Item 1, "Continuing Operations; Disposition of Assets" and
Item 6, "Management's Discussion and Analysis" for additional information about
the Company's current business activities and plan of operation.

Continuing Operations; Disposition of Assets

The Company has not conducted any material business operations since 1986.
Between 1986 and December 31, 2003, the Company's activities were limited to
liquidating its portfolio of land contracts, developed and undeveloped real
estate, and other assets to enable the Company to pay its obligations and to
accumulate cash reserves in order to position the Company to resume operations
by acquiring other businesses. During this time, the Company also prevailed in
or settled all of the legal proceedings in which the Company was involved.
<PAGE>

On June 18, 2003, the Company sold its remaining significant asset, a 59.49 acre
parcel of undeveloped real estate in the Township of Chesterfield, Macomb
County, Michigan (the "Real Estate"), pursuant to an Agreement of Sale and
Purchase, as amended, by and between the Company and Chesterfield Town Center
LLC, a Michigan limited liability company ("CTC"). Neither CTC nor any of its
affiliates currently has or previously had any affiliation with the Company or
its officers or directors.

The Company sold the Real Estate for approximately $2.1 million and, after
payment of expenses of sale and loans on the Real Estate, received aggregate net
proceeds of $1,570,564. Those proceeds consisted of (a) $1,120,064 in cash and
(b) a $450,500, or 26.5%, participation in a $1,700,000 promissory note pursuant
to a Participation Agreement dated June 18, 2003, between the Company and
Keybank National Association. The promissory note is secured by a second
mortgage on both the Real Estate and an adjacent parcel of real estate. The
$1,700,000 note bears monthly interest payable at the Wall Street Journal Prime
Rate (as defined in the note) and matures at the earlier of (a) June 18, 2005 or
(b) 60 days after CTC obtains planned unit development ("PUD") zoning approval
for the site. The second mortgage also is personally guaranteed by the
principals of CTC. If CTC does not obtain PUD zoning approval by June 18, 2004,
then CTC must make a $250,000 principal payment on the note at that date. If CTC
does not obtain PUD zoning approval by December 18, 2004, then CTC must make
another $250,000 principal payment on the note on that date. The aggregate
consideration for the Real Estate was determined pursuant to arms-length
negotiations between the parties.

Prior to the sale of the Real Estate, the Company lacked sufficient liquidity to
retain accountants, auditors or legal counsel necessary or required to file its
federal and state income tax returns and the reports required to be filed under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on a
timely basis. Subsequent to the sale of the Real Estate, the Company has filed
all tax returns that were required to be filed. The Company does not expect to
incur liability as a result of its late filing of its federal and state income
tax returns. The Company cannot provide assurance, however, that it will not
incur such liability.

The Company filed its last annual report on Form 10-K for the year ended
December 31, 1988, on or about November 13, 1989, and its last quarterly report
on Form 10-Q for the quarter ended September 30, 1990, on or about January 30,
1991. The Company also filed a Current Report on Form 8-K on or about April 13,
1992. The Company has not filed any annual, quarterly, or other reports required
by the Exchange Act since that date until the filing of this report on Form
10-KSB. The Company intends to file reports on Form 10-QSB for the quarters
ended March 31, 2003, June 30, 2003, and September 30, 2003 as soon as
practicable after filing this report on Form 10-KSB.

The Company has determined that (a) the cost of preparing and auditing its
financial statements for fiscal years 1989 through 2001, (b) the amount of legal
fees that would be required to be expended, and (c) the amount of management
time and resources that would be required in order to prepare and file its
Exchange Act reports for the periods between September 30, 1990, and December
31, 2002, would be prohibitive and would not be justified in light of the age of
the information and its lack of relevancy to the Company's current financial
condition and operations. The Company therefore does not intend to prepare or
file annual or quarterly reports for the periods set forth above through the
year ended December 31, 2002.

Recent Investments and Acquisitions

Subsequent to the sale of the Real Estate in June 2003, the Company began to
focus its resources on investing the proceeds from the sale of the Real Estate
and acquiring operating companies that the Company believes will provide
opportunities for above-average returns on investment to the Company's
shareholders.

In December 2003, the Company purchased $65,000 of 6% Convertible Senior Notes
issued by i2 Telecom International, Inc. The notes are convertible into shares
of i2 Telecom common stock. As a result of a "reverse merger" transaction with a
public shell corporation, the common stock of i2 Telecom now trades on the OTC
Bulletin Board. In January 2004, the Company acquired 25% of the outstanding
stock of Loop Process Systems, Inc., an environmental technology company. As of
March 26, 2004, the Company was finalizing the acquisition of 100% of the
outstanding stock of West Pier Corporation and Michigan BIDCO, Inc. See Item 6,
"Management's Discussion and Analysis," for a more complete description of these
transactions.
<PAGE>

The Company is actively seeking investment opportunities and operating companies
that the Company can acquire and operate. The Company plans to use the proceeds
from the sale of the Real Estate, additional shares of its common stock, debt,
or combinations thereof to make such investments and acquisitions. The Company
cannot provide assurance, however, that it will identify and consummate any
investment or acquisition opportunities in the future or that any investments or
acquisitions that it does make will be profitable for the Company. See "Certain
Risk Factors Affecting the Company's Business" included in Item 6, "Management's
Discussion and Analysis."

Employees

The Company had no employees as of December 31, 2003.  During 2002 and 2003, CCG
Partners, LLC performed all day-to-day management functions for the Company. CCG
Partners is owned by Clifton S.  Crockatt,  the  Company's  President  and Chief
Executive Officer,  and Dennis M. Agresta, the Company's Senior Vice President -
Finance. See Item 12, "Certain Relationships and Related Transactions."

ITEM 2. Description of Property.

The Company owned no property at December 31, 2003. The Company's offices are
housed within the offices owned by CCG Partners, LLC, which is owned by Clifton
S. Crockatt, the Company's President and Chief Executive Officer, and Dennis M.
Agresta, the Company's Senior Vice President - Finance. See Item 12, "Certain
Relationships and Related Transactions."

ITEM 3. Legal Proceedings.

There are no legal proceedings in which the Company currently is involved.

ITEM 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of the Company's security holders during the
last quarter of the fiscal year ended December 31, 2003.
<PAGE>


                                    PART II

ITEM 5.  Market  for  Common  Equity,  Related  Stockholder  Matters,  and Small
Business Issuer Purchases of Equity Securities.

The Company's shares of common stock were delisted from the National Association
of Securities Dealers Automated Quotations System ("NASDAQ") in August 1986. The
Company currently plans to seek one or more "market makers" who will make a
market in the common stock on the OTC Bulletin Board. There can be no assurance,
however, that a market for the Company's common stock will ever develop. See
"Certain Risk Factors Affecting the Company's Business" in Item 6, "Management's
Discussion and Analysis."

Information regarding trading in the Company's common stock has been limited for
the three years ended December 31, 2003 due to the delisting from NASDAQ and
discontinuance of reporting on the Company by the National Daily Quotation
Service "Pink Sheets." As of June 1996, the stated value was approximately $.03
per share and noted as "unpriced" thereafter.

As of December 31, 2003, there were 4,520,254 shares of common stock outstanding
and approximately 2,500 holders of record of common stock.

The Company may pay dividends on its common stock if, as, and when declared by
the Company's Board of Directors out of funds legally available therefor. The
Company has not paid dividends on the outstanding common stock since 1984, and
the current policy of the Company's Board of Directors is to retain any
available earnings for use in the recapitalization and expansion of the
Company's business. Therefore, the payment of cash dividends on the common stock
is unlikely in the foreseeable future. Any future determination to pay cash
dividends will be at the discretion of the Board of Directors and will depend
upon the Company's earnings, capital requirements, financial condition and any
other factors deemed relevant by the Board of Directors.
<PAGE>


ITEM 6. Management's Discussion and Analysis.

For a description of the Company's significant accounting policies and an
understanding of the factors that influenced the Company's performance during
the fiscal year ended December 31, 2003, this "Management's Discussion and
Analysis" should be read in conjunction with the audited financial statements,
including the related notes thereto, beginning on page F-1 of this report.

Summary of Selected Financial Data

The following table summarizes certain financial data derived from the Company's
audited financial statements for the years ended December 31, 2002 and 2003.
Please see the complete Financial Statements, including the related notes
thereto, beginning on page F-1 of this report.


<table>
<CAPTION>
                                                                         Year Ended December 31,
                                                                    2003                      2002
Statement of Operations Data:
<S>                                                        <C>                        <C>
    Total revenues.................................        $        1,103,194         $       22,500
    Interest expense...............................                  31,732                    9,104
    General and administrative expenses............                 313,736                  264,000
    Net income (loss)..............................                 758,326                 (250,604)
    Per share:
        Net income (loss)..........................                   $0.17                   $(0.06)

Balance Sheet Data:
    Cash...........................................         $       953,380           $        3,045
    Real estate investment.........................                      -                   947,431
    Total assets...................................               1,474,942                1,171,376
    Bank loans, advances and other borrowings......                      -                   331,000
    Stockholder's equity...........................         $      1,421,074          $      662,748
</TABLE>


Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations.

Forward-Looking Statements

This portion of this report on Form 10-KSB includes statements that constitute
"forward-looking statements" under the federal securities laws. These
forward-looking statements often are characterized by the terms "may,"
"believes," "projects," "expects," or "anticipates," and do not reflect
historical facts. Specific forward-looking statements contained in this portion
of the report include, but are not limited to, (i) the Company's anticipation
that it will issue 2,240,000 shares of its common stock and promissory notes
totaling approximately $1,630,000 to acquire two companies, and (ii) the
Company's belief that its working capital will be sufficient to fund its
operations for the next 12 months.

Forward-looking statements involve risks, uncertainties, and other factors that
may cause the Company's actual results, performance or achievements to be
materially different from those expressed or implied by such forward-looking
statements. Factors and risks that could affect the Company's results and
achievements and cause them to materially differ from those contained in the
forward-looking statements include those identified throughout this report and
in the section below titled "Certain Risk Factors Affecting the Company's
Business," as well as other factors that the Company currently is unable to
identify or quantify, but may exist in the future. In addition, the foregoing
factors may affect generally the Company's business, results of operations, and
financial position. Forward-looking statements speak only as of the date the
statement was made. The Company does not undertake and specifically declines any
obligation to update any forward-looking statements included in this report.
<PAGE>

Overview

Since March 1986, the Company pursued a corporate restructuring plan that was
designed to generate the liquidity (cash flow) necessary to retire demand notes
due to banks, meet current obligations, and fund numerous legal proceedings in
which the Company was involved. Between 1986 and June 2003, the Company
liquidated its portfolio of land contracts, developed and undeveloped real
estate, and other assets and used the proceeds from those asset sales to pay its
obligations and to accumulate cash reserves in order to position the Company to
resume operations by acquiring other businesses. During this time, the Company
also prevailed in or settled all of the legal proceedings in which it was
involved. The Company currently is not involved in any legal proceedings.

As described below, in June 2003 the Company sold its remaining significant
asset and began using the cash proceeds from that sale, along with debt and
newly issued shares of its common stock, to invest in or acquire other
businesses. The Company continues to seek investment and acquisition
opportunities in addition to those described below. The Company cannot provide
assurance, however, that it will be able to identify and consummate investment
or acquisition opportunities or that any such investments or acquisitions will
be profitable.

Sale of Real Estate

On June 18, 2003, the Company sold its remaining significant asset, a 59.49 acre
parcel of undeveloped real estate in the Township of Chesterfield, Macomb
County, Michigan, to a non-related party for cash and a participation interest
in a note receivable. The Company sold the real estate for approximately $2.1
million and, after payment of expenses of sale and loans on the real estate,
received aggregate net proceeds of $1,570,564. These aggregate net proceeds
consisted of (a) $1,120,064 in cash and (b) a $450,500, or 26.5%, participation
in a $1,700,000 promissory note pursuant to a Participation Agreement dated June
18, 2003, between the Company and Keybank National Association. The promissory
note is secured by a second mortgage on both the real estate sold by the Company
and an adjacent parcel of real estate. The $1,700,000 note bears monthly
interest payable at the Wall Street Journal Prime Rate (as defined in the note)
and matures at the earlier of (a) June 18, 2005 or (b) 60 days after the buyer
obtains planned unit development ("PUD") zoning approval for the site. The
second mortgage also is personally guaranteed by the principals of the buyer. If
the buyer does not obtain PUD zoning approval by June 18, 2004, then the buyer
must make a $250,000 principal payment on the note on that date. If the buyer
does not obtain PUD zoning approval by December 18, 2004, then the buyer must
make another $250,000 principal payment on the note on that date. The real
estate parcel previously totaled 112 acres, the other portions of which were
disposed of in years prior to 2002.

LYRE Share Purchase

In December 2003, an investment group led by the Company's President and Chief
Executive Officer, Clifton S. Crockatt, and the Company's Senior Vice President
- Finance, Dennis M. Agresta, formed LYRE, LLC, which bought 801,849 shares, or
approximately 17.7%, of the Company's common stock from John E. Quinlan, Jr. and
certain members of Mr. Quinlan's family. These shares represented all of the
shares of the Company's common stock owned by Mr. Quinlan and members of his
family. Concurrent with this share acquisition, (1) Stephen Lange Ranzini,
certain members of Mr. Ranzini's family, and certain of Mr. Ranzini's affiliates
became members of LYRE, LLC, (2) John E. Quinlan, Jr. resigned as Chairman of
the Company's Board of Directors, and (3) Stephen Lange Ranzini was appointed to
fill this vacancy. LYRE, LLC acquired the shares of common stock with the
intention of participating in the recapitalization and rebuilding of the
Company. As a result of this transaction, the Company's board of directors
currently consists of Chairman Stephen Lange Ranzini, Company President and
Chief Executive Officer Clifton S. Crockatt, and independent director Richard J.
Guziatek. See Item 9, "Directors and Executive Officers of the Registrant."

i2 Telecom Investment

In December 2003, the Company purchased $65,000 of 6% Convertible Senior Notes
issued by i2 Telecom International, Inc., a Delaware corporation with
headquarters in Boca Raton, Florida. The Senior Notes are convertible into
shares of i2 Telecom common stock. As a result of a "reverse merger" with a
public shell corporation, i2 Telecom common stock now trades on the OTC Bulletin
Board under the symbol "ITUI." i2 Telecom is a telecommunications service
provider employing patent pending Voice over Internet Protocol, or
<PAGE>

"VOIP,"technology,  with sales in the U.S.,  Europe,  Asia and Central and South
America.  i2  Telecom  (www.i2telecom.com)  was  founded  in  February  2002 and
launched operations in January 2003. Any information  contained on the foregoing
website or any other  websites  referenced in this report are not a part of this
report.

Loop Process Systems, Inc. Investment

In January 2004, the Company acquired 25% of the outstanding stock of Loop
Process Systems, Inc. ("Loop"), a company incorporated in Ontario, Canada. In
connection with the stock purchase, the Company is obligated to fund up to
$250,000 as a component of project funding for a pre-commercialization
demonstration trial of Loop's proprietary technology. The total project costs
are estimated at $470,000CDN and the balance of the project funding will be
derived from Canadian government technology grants and the project co-sponsor,
Dofasco, Inc., the largest steel producer in Canada. The Company will fund its
investment in Loop according to the project timetable and budget in 2004. The
Company's investment is secured by all of Loop's assets and the anticipated
Canadian Federal Research Tax Credits that will follow the completion of the
Dofasco demonstration trials. The Company estimates that this security
collateralizes approximately 70% of its investment in Loop. Upon successful
outcomes from the Dofasco trials, the Company will release all the collateral.

Loop is an environmental technology company that possesses technologies that
address the recycling needs of steel producing, primary metals, secondary
metals, and minerals industries. Specifically, Loop has developed proprietary
briquetting (or binder) technologies that allow the economical re-use of waste
by-products in both the ferrous and nonferrous metals processing industries. The
initial application, and the focus of the Dofasco trials, concerns a classified
hazardous waste by-product of steel mills utilizing electric arc furnace, or
"EAF," baghouse dust, which currently costs $150 to $200 per ton to dispose of.
The North American Steel industry generates over 900,000 tons of EAF dust each
year, with a similar amount generated in the balance of the global steel market.
Loop's technology creates re-useable briquettes from the EAF dust that are
re-introduced in the steel melt process, thereby reducing waste disposal costs
and reclaiming the residual metal content in the dust.

The Company believes that Dofasco (www.dofasco.ca) will enter into a long term
contract with Loop to reclaim these and other waste by-products if the 2004
trials are successful. Any information contained on the foregoing website or any
other websites referenced in this report are not a part of this report.

Michigan BIDCO and West Pier Corporation Acquisitions

As of March 26, 2004, the Company was finalizing the terms of the acquisition of
100% of the stock of two companies in which Stephen Lange Ranzini, a director of
the Company, certain members of Mr. Ranzini's family, and certain other of Mr.
Ranzini's affiliates are the controlling shareholders. The companies are West
Pier Corporation and Michigan BIDCO, Inc., both of which are Michigan
corporations. Michigan BIDCO, Inc., is licensed as a business and industrial
development company under the laws of the State of Michigan. Both companies are
characterized as operationally inactive with the exception of certain
developmental software, as described below (the "Developmental Software"). The
strategic rationale for purchasing these companies is to (1) leverage the
Company's resources in connection with implementing its business plan, as
described above, (2) obtain rights to the Developmental Software, and (3)
position the Company for future earnings potential from the Developmental
Software and a potential resumption of the lending/investing activities in which
Michigan BIDCO historically has engaged.

The Company currently anticipates that it will issue 2,240,000 shares of its
common stock and promissory notes totaling approximately $1,630,000 to acquire
these companies. An aggregate of approximately $1,030,000 of the purchase price
will be payable under 10-year promissory notes that will bear interest at 7.5%
per annum. The terms of these notes will defer payments and accrual of interest
until revenues are received on the Developmental Software, at which time 50% of
any revenues derived from the Developmental Software will be used to pay the
outstanding principal and any accrued interest until the notes are paid in full.
The remainder of the purchase price will be payable under a promissory note in
the amount of $600,000, which will bear interest at 7.5% per annum and mature on
December 31, 2004. This note will be secured by the purchased assets as well as
the Company's interests in i2 Telecom and Loop Process Systems.
<PAGE>

As indicated in the table below, the acquired companies are initially valued at
approximately $1.76 million under the terms of the agreements. The Company and
the selling shareholders of West Pier and Michigan BIDCO agreed upon the
valuations listed in the table below for purposes of determining the purchase
price and terms of the transactions. The purchase price allocation included in
the table below may require adjustment to conform to generally accepted
accounting principles. As a result, the Company cannot provide any assurance
with respect to the ultimate accounting treatment of these transactions or the
actual valuations assigned to these assets and liabilities for accounting
purposes after the acquisitions are completed. In particular, the Developmental
Software is in an early stage of development and, as a result, may not be valued
at $1,200,000 on the Company's balance sheets. Potential investors therefore are
cautioned not to rely on the valuations set forth below in making an investment
decision regarding the Company's common stock. A summary of the agreed-upon
valuation of the assets to be acquired and liabilities to be assumed are
presented in the following table:

A
                   Assets to be Acquired:
Note Receivable......................................         $   88,440
Real Estate..........................................          1,943,840
Marketable Securities................................            297,844
Developmental Software...............................          1,200,000
Other Assets.........................................             14,066
                                                            --------------
     Total Assets:                                            $3,544,090

                 Liabilities to be Assumed:
Accrued Liabilities..................................         $  370,067
Notes Payable........................................            535,584
Preferred Stock......................................            878,000
                                                             --------------
   Total Liabilities:                                         $1,783,651

                    Purchased Net Value:                      $1,760,439



The values shown above and, accordingly, the purchase price will be subject to
reduction to the extent that (1) the values of certain of the assets that are
required to be liquidated are lower than their estimated values at the time of
acquisition, and (2) the values of any of the liabilities are greater than their
estimated values at the time of acquisition. Specifically, the purchase price
will be subject to future adjustments for any ultimate reductions in values
realized from the note receivable, real estate, and other assets and any
understatement of the liabilities as compared with the amounts shown in the
table above. The marketable securities are stated at their market values as of
February 24, 2004, and any changes in their value will not affect the purchase
price.

The notes payable shown in the table above consist of (1) an unsecured demand
note payable to a trust, the beneficiary of which is Stephen Lange Ranzini's
sister, in the amount of $147,584, with interest at 8% per annum, and (2) a land
contract in the amount of $388,000 secured by developmental real estate (the
"Ypsilanti Property") included in the real estate assets purchased. The land
contract note bears interest at the rate of 8% per annum and requires monthly
payments of interest only until maturity on June 30, 2004. The Ypsilanti
Property, which is zoned multifamily and currently approved for 174 units, at
2.5 units per acre, is under a contract of sale to an unrelated third party for
$1,560,000. The contract calls for a closing prior to June 30, 2004. The
purchaser, however, has the option to terminate the contract prior to June 17,
2004 with no penalty.

The preferred stock shown in the table above consists of (1) a 25% participating
interest in the net cash proceeds from the sale of the Ypsilanti Property,
which, based upon the anticipated proceeds from the sale of the property, is
estimated at $278,000, and (2) $600,000 of preferred stock of Michigan BIDCO,
7.5% coupon, currently held by University Bank (www.university-bank.com), which
is owned by Stephen Ranzini. Any information contained on the foregoing website
or any other websites referenced in this report are not a part of this report.
The Company intends to purchase the Michigan BIDCO preferred stock with the
$600,000 note due December 31, 2004, payable to University Bank, as described
above. The Company intends to pay off all of the assumed liabilities through the
sale of certain of the assets acquired.
<PAGE>

The Developmental Software provides a method to develop a bank-centric network
hub (BNH) for Internet payments and interoperability with existing legacy
payment systems. The BNH is designed to provide the connectivity backbone,
security and authentication technology, and neutral third party interoperability
between bank and non-bank payment systems for email spam blocking, logistics,
and supply-chain coordination. The "efficiency" of the software, which allows
the completion of a "payment cycle" within seconds across multivariate platforms
(credit cards, debit cards, prepayment cards, etc.), will allow banks to
profitably process very small money transactions (micro payments, for example
less than $1.00, or even less than $0.01) for the first time. By comparison,
using current technology there is no secure way for merchants to sell digital
content at price points of under $10. This micro payment gap is preventing the
development of an incalculably large market for Internet based digital content.
Having the ability to cost-effectively process micropayments of one cent or less
will enable a cost-efficient means of eliminating the email spam problem.

The closing of these acquisitions will be contingent on finalization, execution,
and delivery of certain of the transaction agreements and related documents. In
addition, the Michigan BIDCO acquisition is contingent upon approval by the
State of Michigan of the Company's acquisition of Michigan BIDCO. The Company
cannot provide assurance that it will be able to obtain such approval or that it
will be able to acquire either or both of Michigan BIDCO or West Pier.

Results of Operations

Fiscal year ended December 31, 2003 compared with fiscal year ended December 31,
2002

Total revenue for the year ended December 31, 2003, was $1,103,794 compared with
revenue of $22,500 in the year ended December 31, 2002. Revenue in fiscal 2003
consisted primarily of proceeds from the sale of a 59.49 acre parcel of
undeveloped real estate, which was the Company's remaining significant
non-liquid asset. Revenue in fiscal year 2002 consisted of other income related
to software licensing fees. Because (1) the Company's revenue in fiscal 2003 was
derived primarily from the one-time sale of a real estate asset and (2) the
Company only recently began implementing its strategy of making investments and
acquiring operating companies, the Company currently cannot provide any
meaningful guidance with respect to the sources, timing, or amounts of revenue
in fiscal 2004.

The Company incurred interest expense of $31,732 related to long term debt on
the 59.49 acres in fiscal 2003, as compared with interest expense of $9,104
related to long term debt on the 59.49 acres in fiscal 2002.

General and administrative expenses consist primarily of management fees and
legal, accounting, and other professional fees. General and administrative
expenses totaled $313,736 in fiscal 2003, as compared with $264,000 in fiscal
2002.

The Company recorded no income tax expense in fiscal 2002 or 2003. As of
December 31, 2003, the Company has available net operating loss carryforwards
totaling approximately $1,849,000. Because of the uncertainty as to whether the
Company will generate taxable income in the future, the Company has recorded a
valuation allowance for the entire amount of the calculated deferred tax asset.

The Company recorded net income of $758,326 or $0.17 per share, in fiscal 2003
as compared with a net loss of $(250,604), or $(0.06) per share, in fiscal 2002.

Liquidity and Capital Resources

The Company's cash balance increased from $3,045 at December 31, 2002 to
$953,380 at December 31, 2003, primarily as a result of the net proceeds from
the sale of real estate in June 2003, offset by the payoff of long-term debt
related to the real estate.

The Company currently has no long-term debt and has no arrangements or
commitments in place for debt financing. The Company has no special purpose
entities or off balance sheet financing arrangements, commitments or guarantees.
The Company is obligated to fund up to $250,000 as a component of project
funding in connection with its investment in Loop Process Systems, Inc.
<PAGE>

The Company believes that its current working capital will be sufficient to fund
its operations for the next 12 months. The Company, however, may require
additional capital to fund acquisitions or the operations of acquired companies
in the future. There can be no assurance that such additional capital will be
available at all or, if available, that the Company will be able to obtain such
additional capital on acceptable terms. The inability to obtain additional
capital that the Company requires to fund its ongoing operations and its growth
strategy could have a material adverse affect on the Company's business,
operating results, and prospects. See "Certain Risk Factors Affecting the
Company's Business," below, in this Item 6.

New Accounting Standards

For a description of new accounting standards that affect the Company, see Note
1 to the Company's financial statements included in this report on Form 10-KSB.

Certain Risk Factors Affecting the Company's Business

The Company's business involves a high degree of risk. Potential investors
should carefully consider the risks and uncertainties described below and the
other information in this report before deciding whether to invest in shares of
the Company's common stock. If any of the following risks actually occur, the
Company's business, financial condition, and results of operations could be
materially and adversely affected. This could cause the trading price of the
Company's common stock to decline, with the loss of part or all of an investment
in the common stock.

The Company has a limited  operating  history and there is no assurance  that it
will achieve  profitability.  From 1986 until June 2003, the Company focused its
activities on  restructuring  its assets and  liabilities and had no significant
operations  with which to generate  profits or greater  liquidity.  Although the
Company has made some  investments  in late 2003 and early 2004 and currently is
finalizing  two  acquisitions,  it has not  generated  a  meaningful  amount  of
operating  revenue  in recent  years and has a very  limited  current  operating
history on which  investors can evaluate its potential for future  success.  The
Company's  ability to generate  revenue is  uncertain  and the Company may never
achieve profitability.  Potential investors should evaluate the Company in light
of the expenses, delays, uncertainties,  and complications typically encountered
by early-stage  businesses,  many of which will be beyond the Company's control.
These risks include the following:

* lack of sufficient capital,

* unanticipated problems, delays, and expenses relating to acquisitions of other
businesses or product development and implementation,

* lack of intellectual property,

*licensing and marketing difficulties,

* competition,

* technological changes,and

* uncertain market acceptance of the Company's products and services.

 As a result of its limited operating history, its plan for growth, and the
competitive nature of the markets in which it may compete, the Company's
historical financial data are of limited value in anticipating future revenue,
capital requirements, and operating expenses. The Company's planned capital
requirements and expense levels will be based in part on its expectations
concerning potential acquisitions, capital investments, and future revenue,
which are difficult to forecast accurately due to the Company's current stage of
development. The Company may be unable to adjust spending in a timely manner to
compensate for any unexpected shortfall in revenue. Once the Company acquires
operating businesses, product development and marketing expenses may increase
significantly as the Company expands operations. To the extent that these
expenses precede or are not rapidly followed by a corresponding increase in
revenue or additional sources of financing, the Company's business, operating
results, and financial condition may be materially and adversely affected.
<PAGE>

 The Company may need significant infusions of additional capital. The Company
believes that its available cash resources will satisfy its operating capital
needs for a limited period of time based upon its currently anticipated business
activities. As disclosed elsewhere in this report, the Company has made certain
investments and intends to make additional investments and acquisitions of
operating companies in the future. Certain of these investments will be
long-term in nature and the Company cannot be certain when these investments
could provide the Company with additional liquidity. The Company may require
significant additional financing in the future in order to satisfy its cash
requirements. The Company's need for additional capital to finance its
acquisition strategy, its operations, and its growth will be greater should,
among other things, its revenue or expense estimates prove to be incorrect. If
the Company fails to arrange for sufficient capital in the future, the Company
may be required to reduce the scope of its business activities until it can
obtain adequate financing. The Company cannot predict the timing or amount of
its capital requirements at this time. The Company may not be able to obtain
additional financing in sufficient amounts or on acceptable terms when needed,
which could adversely affect its operating results and prospects. Debt financing
must be repaid regardless of whether or not the Company generates profits or
cash flows from its business activities. Equity financing may result in dilution
to existing shareholders and may involve securities that have rights,
preferences, or privileges that are senior to the Company's common stock.

The  Company  will  face a  variety  of  risks  associated  with  acquiring  and
integrating  new business  operations.  The growth and success of the  Company's
business  will  depend to a great  extent on its  ability to  acquire  operating
businesses in the future.  The Company cannot provide  assurance that it will be
able to

* identity suitable acquisition candidates,

* make acquisitions on commercially acceptable terms,

* effectively integrate the operations of any acquired companies with the
Company's existing operations,

* manage effectively the combined operations of the acquired businesses,

* achieve its  operating  and growth  strategies  with  respect to the  acquired
businesses, or

* reduce its overall selling,  general,  and administrative  expenses associated
with the acquired businesses.

The integration of the management, personnel, operations, products, services,
technologies, and facilities of any businesses that the Company acquires in the
future could involve unforeseen difficulties. These difficulties could disrupt
the Company's ongoing businesses, distract its management and employees, and
increase its expenses, which could have a material adverse affect on the
Company's business, financial condition, and operating results.

The Company depends on its current  management team. The Company's  success will
depend to a large  degree  upon the skills of its  current  management  team and
advisors and upon its ability to identify,  hire, and retain  additional  senior
management,  sales, marketing,  technical,  and financial personnel. The Company
may not be able to retain its  existing  key  personnel or to attract and retain
additional key personnel. The loss of any of its current executives,  employees,
or  advisors  or  the  failure  to  attract,  integrate,  motivate,  and  retain
additional key employees  could have a material  adverse effect on the Company's
business.  The Company does not have "key person"  insurance on the lives of any
of its management team.

The Company may not be able to manage its growth. The Company
anticipates a period of significant growth as it acquires operating companies.
Any resulting strain on the Company's managerial, operational, financial, and
other resources could be significant. Success in managing this expansion and
growth will depend, in part, upon the ability of senior management to manage
effectively the growth of the Company. Any failure to manage the proposed growth
and expansion of the Company could have a material adverse effect on the
Company's business.

There is no assurance  that the Company's  future  products and services will be
accepted in the marketplace. The Company currently does not provide any material
products or services. If and when the Company does provide products and services
in the future,  such  products  and  services  may not  experience  broad market
acceptance.  Any market  acceptance for the Company's  products and services may
not  develop  in a timely  manner or may not be  sustainable.  New or  increased
competition may result in market saturation, more competitive pricing, or lower
<PAGE>

margins. Further, overall performance and user satisfaction may be affected by a
variety of  factors,  many of which will be beyond the  Company's  control.  The
Company's  business,   operating  results,  and  financial  condition  would  be
materially and adversely  affected if the market for the Company's  products and
services  fails  to  develop  or  grow,  develops  or  grows  more  slowly  than
anticipated,  or becomes  more  competitive  or if the  Company's  products  and
services are not accepted by targeted  customers  even if a  substantial  market
develops.

The Company may be required  to  anticipate  and respond to rapid  technological
changes.  Rapid  technological  developments and evolving industry standards may
characterize the market for the products and services that the Company offers in
the future.  These factors will require the Company  continually  to improve the
performance  and  features of its  products and services as quickly as possible.
The Company may not be successful  in developing  and marketing new products and
services that respond to competitive and technological developments and changing
customer  needs.  If the industries in which the Company  competes adopt systems
and  applications  different  from  those  used in the  Company's  products  and
services,  the  Company's  operating  results  and  financial  condition  may be
materially and adversely  affected.  Any failure by the Company to anticipate or
respond adequately to technological developments,  customer requirements, or any
significant delays in product  development or introduction could have a material
adverse effect on the Company's operations.

The Company may face stiff competition.  There are existing companies that offer
or have the ability to develop  products  and  services  that will  compete with
those  that  the  Company  may  offer  in  the  future.   These  include  large,
well-recognized   companies   with   substantial   resources   and   established
relationships  in  their  respective   industries.   Their  greater   financial,
technical,  marketing, and sales resources may permit them to react more quickly
to  emerging  technologies  and changes in  customer  requirements  or to devote
greater resources to the development,  promotion, and sale of competing products
and  services.  Emerging  companies  also may  develop  and offer  products  and
services that compete with those offered by the Company.

Current  management  may be  able  to  control  the  Company  indefinitely.  The
Company's  current  management  team owns  approximately  21.4% of the Company's
outstanding  common  stock.  The  remaining  shares of common  stock are  widely
disbursed  among a large  number  of  shareholders.  As a  result,  the  current
management of the Company may be able to control the  management  and affairs of
the  Company and all  matters  requiring  shareholder  approval,  including  the
election of directors and approval of significant corporate transactions, for an
indefinite  period of time.  This  concentration  of ownership  might  adversely
affect  the market  value of the  common  stock in the future and the voting and
other rights of the Company's other shareholders.

There is a limited  market for the  Company's  common  stock.  There has been no
market for the Company's common stock for many years.  The Company's  intends to
seek one or more "market makers" who will make a market in the Company's  common
stock on the OTC  Bulletin  Board and to do other  things to enhance  the market
liquidity for the Company's common stock. The Company cannot provide  assurance,
however, that a market for its common stock will ever develop.  Consequently, an
investor may not be able to liquidate an  investment  in shares of the Company's
common stock in the event of an emergency or for any other reason.  The purchase
of the  Company's  common  stock,  therefore,  should  be  considered  only as a
long-term investment.

The  Company's  common  stock  may be  subject  to the  "penny  stock"  rules as
promulgated  under the  Exchange  Act. In the event that no  exclusion  from the
definition of "penny stock" under the Exchange Act is available, then any broker
engaging in a  transaction  in the  Company's  common  stock will be required to
provide its  customers  with a risk  disclosure  document,  disclosure of market
quotations,  if any, disclosure of the compensation of the broker-dealer and its
sales person in the  transaction,  and monthly  account  statements  showing the
market values of the Company's securities held in the customer's  accounts.  The
bid and offer quotation and  compensation  information must be provided prior to
effecting the transaction  and must be contained on the customer's  confirmation
of sale.  Certain brokers are less willing to engage in  transactions  involving
"penny stocks" as a result of the additional disclosure  requirements  described
above,  which may make it more  difficult  for holders of the  Company's  common
stock to dispose of their shares.

The  Company  may  incur   significant   costs  in  complying  with  SEC  filing
requirements. The Company has not filed reports

<PAGE>

with the SEC for an  extended  period of time.  The Company  currently  does not
intend to file reports with the SEC for the periods  between  September 30, 1990
and December 31, 2002,  because it believes  that the costs  involved to prepare
such reports would be prohibitive and would not be justified in light of the age
of the information and its lack of relevancy to the Company's  current financial
condition and operations.  In the event that the SEC does require the Company to
prepare and file reports for such  periods,  however,  the Company  would likely
incur  material  costs  and  expenses  to  complete  and file such  reports.  In
addition,  trading in the Company's common stock could be disrupted or suspended
by the SEC until the Company files all of the required reports.

ITEM 7. Financial Statements.

The financial statements included in this report under this item are set forth
beginning on Page F1 of this report, immediately following the signature pages.

ITEM 8. Changes In and Disagreement with Accountants on Accounting and Financial
Disclosures.

There were no disagreements on accounting and financial disclosure. On March 1,
2004, the Company hired the accounting firm of Virchow Krause & Company LLP as
the Company's external auditors.

ITEM 8A.  Controls and Procedures.

Disclosure controls are procedures that are designed with an objective of
ensuring that information required to be disclosed in the Company's periodic
reports filed with the Securities and Exchange Commission, such as this report
on Form 10-KSB, is recorded, processed, summarized, and reported within the time
periods specified by the Securities and Exchange Commission. Disclosure controls
also are designed with an objective of ensuring that such information is
accumulated and communicated to the Company's management, including the
Company's chief executive officer and chief financial officer, in order to allow
timely consideration regarding required disclosures.

The Company carried out an evaluation, with the participation of its chief
executive officer and chief financial officer, of the effectiveness, as of
December 31, 2003, of its disclosure controls and procedures (as defined in
Rules 13a-14(c) and 15d-14(c) of the Exchange Act). Based upon that evaluation,
made at the end of the period, the Company's chief executive officer and chief
financial officer concluded that the Company's disclosure controls and
procedures are effective in alerting them on a timely basis to material
information required to be disclosed in the Company's periodic reports to the
Securities and Exchange Commission, and that there has been no significant
change in such internal control or other factors that could significantly affect
such controls, including any corrective actions with regard to significant
deficiencies or material weaknesses, since the evaluation.

The Company's management is aware that there is a lack of segregation of duties
due to the small number of employees dealing with general administrative and
financial matters. The Company's management, however, has determined that,
considering the employees involved and the control procedures in place, the
risks associated with such lack of segregation are insignificant and the
potential benefits of adding employees to clearly segregate duties does not
justify the expenses associated with such increases.

<PAGE>


PART III

ITEM 9. Directors and Executive Officers of the Registrant.

The following table sets forth certain information regarding the Company's
directors and executive officers:

Name                       Age      Position

Stephen Lange Ranzini      39       Chairman of the Board

Clifton S. Crockatt        50       President, Chief Executive Officer,
                                    Secretary, and Director

Dennis M. Agresta          45       Senior Vice President  - Finance and
                                    Treasurer

Nicholas Fortson           47       Chief Financial Officer

Richard J. Guziatek        71       Director

Stephen Lange Ranzini has served as the Chairman of the Board of the Company
since December 2003. Mr. Ranzini currently serves as the Chairman and Chief
Executive Officer of University Bancorp, Inc. Mr. Ranzini has served as a
director of and held various senior management positions with University Bancorp
since July 1988. Mr. Ranzini also has served as a director and Treasurer of
Michigan BIDCO, Inc., a community development lending organization, since May
1993. In addition, Mr. Ranzini has served as (a) a director and Treasurer of
Northern Michigan Foundation, a non-profit community development organization
that shares common management with Michigan BIDCO, since December 1995; (b) a
director of CityFed Financial Corp., a former savings and loan company, since
July 1991; and (c) a director of Newco Bancorp, a Toronto Stock Exchange listed
financial services company based in Toronto, Canada, since May 1997.

Clifton S.  Crockatt  has served as the  Company's  President,  Chief  Executive
Officer,  and Secretary and as a director of the Company since  September  1986.
Mr. Crockatt served as the Company's Chief Financial  Officer from February 1986
until  January  1990.  Mr.  Crockatt  has  served  as a  managing  member of CCG
Partners, LLC (and its predecessors), a merchant banking and business consulting
firm, since 1998. CCG Partners provides management services to the Company.  See
Item 12, "Certain Relationships and Related Transactions."

Dennis M. Agresta has served as the Company's Senior Vice President - Finance
and Treasurer since December 2003. Mr. Agresta has served as a managing member
of CCG Partners, LLC (and its predecessors), a merchant banking and business
consulting firm, since 1998. CCG Partners provides management services to the
Company. See Item 12, "Certain Relationships and Related Transactions."

Nicholas Fortson has served as the Company's Chief Financial Officer since
December 2003. Mr. Fortson has served as Chief Executive Officer of University
Bank in Ann Arbor, Michigan, since in January 2004 and served as Chief Financial
Officer of University Bank from May 2000 to January 2004. Prior to that, Mr.
Fortson served as President of New South Africa Pizza Company from June 1996 to
May 2000.

Richard J.  Guziatek  has served as a director of the Company  since April 1983.
Mr.  Guziatek was employed by Ford Motor Company from 1951 until his  retirement
in 1997.  Mr.  Guziatek  also served as a Trustee of United  States  Mutual Real
Estate  Investment Trust from May 1972 until the Trust's merger with the Company
in August 1983.

In December 2003, LYRE, LLC acquired 801,840 shares of the Company's common
stock from John E. Quinlan, Jr., a member of the Company's Board of Directors,
and certain members of Mr. Quinlan's family. Contemporaneous with the
acquisition of such shares by LYRE, Mr. Quinlan resigned from the Board of
Directors. Immediately thereafter, the Board of Directors appointed Stephen
Lange Ranzini to fill the vacancy created by Mr. Quinlan's resignation. Because
Clifton S. Crockatt and Stephan Lange Ranzini directly or indirectly are members
of LYRE, LYRE now controls two of the three seats on the Board of Directors.
<PAGE>

Audit Committee Financial Expert

The Company's Board of Directors currently serves as the Company's audit
committee although it is not required to as a result of the fact that the
Company's common stock is not considered a "listed security," as defined in Rule
10A-3 of the Exchange Act. The Company has not identified an "audit committee
financial expert," as defined under Item 401 of Regulation S-B. Once a qualified
independent member of the Company's Board of Directors is retained, the Company
intends to appoint that individual as its audit committee financial expert.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's directors, executive
officers, and persons who own more than 10% of a registered class of the
Company's equity securities to file reports disclosing ownership and changes in
ownership with the Securities and Exchange Commission. Because the Company has
been delinquent in making filings with the SEC under the Exchange Act, the
Company's directors, officers, and 10% shareholders were precluded by the SEC's
EDGAR system from filing their reports as required by Section 16 of the Exchange
Act. The Company believes that the following persons will make the following
required filings with the SEC as soon as practicable after the filing of this
report on Form 10-KSB:

* Clifton S. Crockett:  Form 3; Form 5 to disclose three transactions.
* Stephen Lange Ranzini:  Form 3.
* Dennis M. Agresta:  Form 3.
* Nicholas Fortson:  Form 3.
* Richard J. Guziatek:  Form 5 disclosing late Form 3 beneficial ownership and
  two transactions.
* Lyre, LLC, CCG Partners, LLC, Newco Bancorp, Inc., Mildred Lange Ranzini,
  Dr. Angela Ranzini, Dr. Joseph Lange Ranzini, Clare Children's Trust, and
  Catherine Ranzini Clare:  Joint filing on Form 3.

The Company has implemented a program that is intended to ensure that directors,
officers, and 10% shareholders comply with their Section 16 filing requirements
on a timely basis in the future.

Code of Ethics

The Company has not yet adopted a code of ethics that applies to its principal
executive officer and principal financial and accounting officer due to (a) the
Company's lack of resources, and (b) the limited nature of the Company's
business activities and financial and accounting transactions until recently.
The Company intends to adopt a code of ethics as soon as practicable, given the
current size and nature of the Company's business.

<PAGE>

ITEM 10.  Executive Compensation.

The following table sets forth the total compensation for the fiscal years ended
December 31, 2001, 2002, and 2003 paid to the Company's Chief Executive Officer.
The Company did not pay any of its other executive officers $100,000 or more
during those periods.

SUMMARY COMPENSATION TABLE

        Annual Compensation
N                                                 Annual Compensation
                                       -----------------------------------------

Name and Principal Position               Year     Salary ($)(1)      Bonus ($)
Clifton S. Crockatt, President,           2003     $182,425              $0
Chief Executive Officer, and              2002     $145,015              $0
Secretary                                 2001     $179,837              $0

-------------------------
(1) The Company does not directly compensate Mr. Crockatt. Instead, the Company
pays consulting and management fees to CCG Partners, LLC, of which Mr. Crockatt
is a 50% owner and a managing member. The amounts set forth above represent the
total amount paid by the Company to CCG Partners during the periods indicated.
These amounts do not reflect Mr. Crockatt's actual compensation from CCG
Partners, which may be greater than or less than the amount shown. See Item 12,
"Certain Relationships and Related Transactions."

Compensation Pursuant to Stock Options

No options were granted to any of the Company's executive officers during the
fiscal year ended December 31, 2003. During the fiscal year ended December 31,
2003, there were no outstanding stock options. Also during such fiscal year, no
long-term incentive plans or pension plans were in effect with respect to any of
the Company's officers, directors or employees.

Compensation of Directors

Directors were paid $500 per meeting during 2002 and 2003. Certain directors who
perform services that require significant amounts of time beyond that required
of other directors are entitled to consulting fees that are approved by the
Board of Directors. In addition, CCG Partners, LLC managed all the activities of
the Company and provided corporate offices during 2002 and 2003. CCG Partners is
jointly owned by Clifton S. Crockatt, President and Chief Executive Officer of
the Company, and Dennis M. Agresta, Senior Vice President - Finance and
Treasurer. See Item 12, "Certain Relationships and Related Transactions."
<PAGE>


ITEM 11. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.

The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of March 26, 2004, with respect to
(a) each of the directors and executive officers of the Company, (b) all of the
directors and executive officers as a group, and (c) any other person known by
the Company to beneficially own more than five percent of the Company's common
stock:



                                                  Shares Beneficially Owned
Name (1)                                          Number            Percent
Directors and Officers:
Stephen Lange Ranzini                             801,840 (2)         17.7%
Clifton S. Crockatt                               951,840 (3)         21.1%
Dennis M. Agresta                                 814,415 (4)         18.0%
Richard J. Guziatek                                 3,015                *
Nicholas Fortson                                        0                *
All directors and executive officers
 as a group (five persons)                        967,430             21.4%

Non-Management 5% Beneficial Owners:
LYRE, LLC (5)                                     801,840             17.7%

-----------------------------
* Less than 1% of the outstanding common stock.

(1)  The address of each such person is c/o U.S. Mutual  Financial  Corporation,
     3220 Coolidge Highway,  Berkley, Michigan 48072.
(2)  Represents shares held by LYRE, LLC, of which Mr. Ranzini is a member.  See
     footnote 5. Mr.  Ranzini  disclaims  beneficial  ownership of all shares of
     common stock held by LYRE except to the extent that his individual interest
     in such shares arises from his interest in LYRE.
(3)  Represents (a) 150,000  shares held by Mr.  Crockatt and (b) 801,840 shares
     held by LYRE,  LLC. Mr.  Crockatt is a 50% owner and managing member of CCG
     Partners, LLC, which is a member of LYRE. Mr. Crockatt disclaims beneficial
     ownership  of all shares of common  stock held by LYRE except to the extent
     that his individual interest in such shares arises from his interest in CCG
     Partners, as a member of LYRE.
(4)  Represents  (a) 12,575  shares held by Mr.  Agresta and (b) 801,840  shares
     held by LYRE,  LLC. Mr.  Agresta is a 50% owner and managing  member of CCG
     Partners,  LLC, which is a member of LYRE. Mr. Agresta disclaims beneficial
     ownership  of all shares of common  stock held by LYRE except to the extent
     that his individual interest in such shares arises from his interest in CCG
     Partners, as a member of LYRE.
(5)  The address of LYRE, LLC is 3220 Coolidge,  Berkeley,  Michigan  48072.  In
     addition  to Stephen  Lange  Ranzini,  Clifton S.  Crockatt,  and Dennis M.
     Agresta,  the  following  persons  are  members  of LYRE (or in  control of
     certain  of the  members  of LYRE) and may be  deemed to be the  beneficial
     owner of the shares held by LYRE: CCG Partners,  LLC, Newco Bancorp,  Inc.,
     Mildred Lange Ranzini, Dr. Angela Ranzini, Dr. Joseph Lange Ranzini,  Clare
     Children's  Trust,  and  Catherine  Ranzini  Clare.  Each of  such  persons
     disclaims  beneficial  ownership  of all shares  held by LYRE except to the
     extent that his, her, or its individual interest in such shares arises from
     his, her, or its respective interest in LYRE.

Equity Compensation Plan Information

The Company previously maintained the 1984 Restricted Stock Award Plan, a
non-statutory stock option plan, and the 1984 Stock Option Plan. Each of these
prior equity plans has since expired and there currently are no awards
outstanding that may have been previously granted under these plans. The Company
currently does not maintain any equity compensation plans and there are no
shares of common stock currently authorized for issuance under any equity
compensation plans.
<PAGE>


ITEM 12. Certain Relationships and Related Transactions.

CCG Partners, LLC managed all of the activities of the Company and provided
corporate offices for the Company during 2002 and 2003. CCG Partners is jointly
owned by Clifton S. Crockatt, the Company's President and Chief Executive
Officer, and Dennis M. Agresta, the Company's Senior Vice President - Finance
and Treasurer. The Company paid CCG Partners management and consulting fees
totaling $145,015 in fiscal 2002 and $182,425 in fiscal 2003.

Richard J. Guziatek, a director of the Company, provided consulting services to
the Company for which he was paid $5,000 during fiscal 2003.

John E.  Quinlan,  Jr., a former  director of the Company,  provided  consulting
services  to the  Company  for which he was paid  $5,000 in 2002 and  $16,810 in
2003. Mr. Quinlan resigned as a director of the Company in December 2003.

The Company had funds deposited in University Bank, Ann Arbor, Michigan,
totaling $939,026 at December 31, 2003. Stephen Lange Ranzini, the Company's
Chairman of the Board, is the Chairman and controlling shareholder of University
Bank.

ITEM 13. Exhibits, List and Reports on Form 8-K.

(a) The following exhibits are filed as part of this report:

Exhibit
Number  Description

3.1  Articles of Incorporation, with amendment.
3.2 Amended and Restated Bylaws.

4.1  Form of Common Stock certificate
10.1 Agreement of Sale and  Purchase,  dated  February  2003, by and between the
     Registrant and Gaetano T. Rizzo and Carlo J. Catenacci for the purchase and
     sale of real estate assets of the Registrant.
10.2 Amendment No. 1 to Agreement of Sale and Purchase, dated March 12, 2003.
10.3 Amendment No. 2 to Agreement of Sale and Purchase, dated March 25, 2003.
10.4 Amendment No. 3 to Agreement of Sale and Purchase, dated April 1, 2003.
10.5 Amendment No. 4 to Agreement of Sale and Purchase, dated April 1, 2003.
10.6 Participation Agreement, dated June 18, 2003, by and between the Registrant
     and Keybank National Association.
10.7  Promissory  note  dated June 18,  2003,  in the  principal  amount of
     $1,700,000,  by  Chesterfield  Town Center LLC,  as  borrower,  and Keybank
     National  Association,  as lender.
10.8 Real Estate Mortgage dated June 18, 2003, by and between  Chesterfield Town
     Center LLC, as borrower, and Keybank National Association, as lender.
10.9 Intercreditor and Subordination Agreement dated June 18, 2003, by and among
     Comerica  Bank,  as  senior  lender,   Keybank  National  Association,   as
     subordinate lender, and Chesterfield Town Center LLC, as borrower.
21   List of Subsidiaries 31 Certification  pursuant to SEC Release No. 33-8238,
     as adoptedpursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32   Certificate  pursuant to 18 U.S.C.  Section  1350,  as adopted  pursuant to
     Section 906 of the Sarbanes  Oxley Act of 2002.

(b)  The  Registrant  did not file any  reports on Form 8-K  during the  quarter
     ended December 31, 2003.

<PAGE>


ITEM 14.  Principal Accountant Fees and Services.

Audit Fee

The Company did not obtain audits of its financial statements during fiscal
years 2002 and 2003. Accordingly, it did not incur any billed audit fees for
those years.

Audit Related Fees

There were no fees for other audit related services billed in the Company's last
two fiscal years.

Tax Fees

There were no fees for tax compliance, tax advice, and tax planning billed in
the Company's last two fiscal years.

All Other Fees

There were no other aggregate fees billed in either of the Company's last two
fiscal years for products and services provided by a principal accountant.

The Company's Board of Directors currently performs the duties of an audit
committee. The Board of Directors will evaluate and approve in advance the scope
and cost of the engagement of an auditor before the auditor renders audit and
non-audit services. The Company currently does not rely on pre-approval policies
and procedures.
*     *     *
<PAGE>


SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

         U.S. MUTUAL FINANCIAL CORPORATION


             Dated: March 26, 2004   By: /s/ Clifton S. Crockatt
                                         Clifton S. Crockatt
                                         President and Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Signature                    Capacity                            Date
/s/ Stephen Lange Ranzini    Chairman of the Board               March 26, 2004
Stephen Lange Ranzini

 Clifton S. Crockatt         President, Chief Executive          March 26, 2004
/s/ Clifton S. Crockatt      Officer, and Director
                             (Principal Executive Officer)

 Dennis M. Agresta           Senior Vice President - Finance   March 26, 2004
 /s/ Dennis M. Agresta       and Treasurer (Principal
                             Financial and Accounting Officer)


Richard J. Guziatek          Director                            March 26, 2004
/s/ Richard J. Guziatek


<PAGE>

                         INDEX TO FINANCIAL STATEMENTS


Report of Independent Auditors                               F-2

Consolidated Balance Sheets                                  F-3

Consolidated Statements of Operations                        F-4

Consolidated Statements of Changes in Stockholders' Equity   F-5

Consolidated Statements of Cash Flows                        F-6

Consolidated Notes to Financial Statements                   F-7

<PAGE>

[LETTERHEAD OF VIRCHOW, KRAUSE & COMPANY, LLP]


REPORT OF INDEPENDENT AUDITORS



Stockholders, Audit Committee and Board of Directors
U.S. Mutual Financial Corporation and Subsidiaries
Berkley, Michigan

We have audited the accompanying consolidated balance sheets of U.S. Mutual
Financial Corporation and Subsidiaries of December 31, 2003 and 2002 and the
related consolidated statements of operations, stockholders' equity and cash
flows for the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the consolidated  financial  position as of
December 31, 2003 and 2002 and the consolidated results of U.S. Mutual Financial
Corporation and Subsidiaries, their operations and their cash flows for the year
then ended in conformity with accounting  principles  generally  accepted in the
United States of America.


/s/ Virchow, Krause & Company, LLP


Minneapolis, Minnesota
March 10, 2004

<PAGE>


                        U.S. MUTUAL FINANCIAL CORPORATION

                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS


                                                      December 31,
                                               2003                  2002
                                             ------------           ------------
Cash                                         $   953,380           $     3,045
Accounts Receivable (Note 2)                       3,000                 3,000
Note Receivable (Note 2)                         450,500                     -
Accrued Interest Receivable                        3,062
Real estate investment (Notes 2, 3, 4 and 7)           -               947,431
Escrowed Funds (Note 1)                                -               217,900
Investments                                       65,000                     -
                                             ------------           ------------
                                             $ 1,474,942            $ 1,171,376
                                             ============           ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY


LIABILITIES

Mortgage Payable (Note 3)                    $               -      $   331,000
Accrued expenses and other
liabilities (Note 4)                              53,868                177,628

         Total                                    53,868                508,628

STOCKHOLDERS' EQUITY

Common stock, $1 par value
    Authorized, 15,000,000 shares
    Issued and outstanding, 4,520,254 shares   4,520,254              4,520,254
Additional paid-in capital                    24,170,092             24,170,092
Accumulated deficit                          (27,269,272)           (28,027,598)
                                             ------------           ------------
                                               1,421,074                662,748
                                             ------------           ------------
                                             $ 1,474,942            $ 1,171,376
                                             ============           ============
See the accompanying notes to the consolidated financial statements
<PAGE>

                        U.S. MUTUAL FINANCIAL CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS





                                                   Year Ended December 31,
                                                 2003                     2002
REVENUES

Gain on sale of real estate investment (Note 2)    $ 1,073,633      $         -

Interest income (Note 2)                                15,161                -

Other                                                   15,000           22,500
                                                   ------------     ------------
         Total revenues                              1,103,794           22,500

EXPENSES

Interest on borrowed funds                              31,732            9,104
                                                   ------------    ------------
General and administrative                             313,736          264,000
                                                   ------------    ------------
         Total expenses                                345,568          273,104

INCOME (LOSS) BEFORE FEDERAL INCOME TAXES              758,326         (250,604)

FEDERAL INCOME TAX CREDIT (Note 5)                           -               -

NET INCOME (LOSS)                                  $   758,326      $  (250,604)
                                                   ------------     -----------
    Net income (loss) per common
     share - basic and diluted                     $       .17      $      (.06)
                                                   ============     ============
See the accompanying notes to the consolidated financial statements
<PAGE>

                        U.S. MUTUAL FINANCIAL CORPORATION

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


<table>
<CAPTION>

                                                                 Additional            Accumulated
                                               Common Stock    Paid-in-Capital           Deficit            Total

---------------------------------------------------------------------------------------------------------------------------

<S>                <C>                         <C>            <C>                    <C>                   <C>
Balance at January 1, 2002                     $ 4,520,254      $ 24,170,092        $ (27,776,994)      $   913,352

Net loss for year ended December 31, 2002                -                 -             (250,604)         (250,604)

Balance at December 31, 2002                     4,520,254        24,170,092          (28,027,598)           662,748
                                               -----------      ------------        --------------      -------------

Net income for year ended December 31, 2003              -                 -              758,326            758,326

Balance at December 31, 2003                   $ 4,520,254      $ 24,170,092        $ (27,269,272)      $  1,421,074
                                               ===========      ============        ==============      =============

</TABLE>
See the accompanying notes to the consolidated financial statements
<PAGE>


                                         U.S. MUTUAL FINANCIAL CORPORATION

                                       CONSOLIDATED STATEMENTS OF CASH FLOWS

<table>
<CAPTION>
                                                                            Year Ended December 31,
                                                                      2003                 2002
CASH FLOWS FROM OPERATING ACTIVITIES                             ------------           ------------

<S>                                                           <C>                   <C>
Net income (loss)                                             $     758,326            $ (250,604)
Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
    Gain on Sale of real estate investment                      (1,073,633)
Changes in operating assets and liabilities:
    Decrease (increase)  in accounts receivable                                             21,000
    Decrease (increase)  in accrued interest receivable             (3,062)
    Decrease (increase) in prepaid expenses
    Increase(decrease) in accrued expenses and other              (123,760)                104,518
    liabilities                                                 ------------           ------------

           Net cash provided by (used in) operating activities    (442,129)               (125,086)
                                                                ------------           ------------
CASH FLOWS FROM INVESTING ACTIVITIES:

Payments for investments                                           (65,000)                     -
Proceeds from sale of real estate investments                     1,570,564                     -
                                                                ------------            ------------
 Net cash provided by investing activities                        1,505,564                     -
                                                                ------------            ------------
CASH FLOWS USED IN FINANCING ACTIVITIES:

Proceeds from (payments for) escrow funds                           217,900               (217,900)
Proceeds from long-term debt                                        274,000                331,000
Repayment of long-term debt                                        (605,000)                     -
                                                                ------------            ------------
Net cash provided by (used in) financing activities               (113,100)                113,100


Net increase (decrease) in cash                                     950,335                 (11,986)
Cash at beginning of year                                             3,045                  15,031
                                                               ------------              ------------
Cash at end of year                                           $     953,380            $      3,045
                                                               ============              ============

                                             SUPPLEMENTAL INFORMATION

Interest paid                                                 $      31,732            $      1,897
                                                               ============             ============



                              SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

Note receivable issued in connection with sale of real estate $     496,931            $          -
    investment                                                  ============           ============
</TABLE>

See the accompanying notes to the consolidated financial statements
<PAGE>

  U.S. MUTUAL FINANCIAL CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31,
                                 2003 and 2002


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying  consolidated financial statements include the accounts of U.S.
Mutual  Financial  Corporation  (USMFC) and its  wholly owned  subsidiaries (USM
Venture,  Inc.,  EN-S-P  Rockies,  E.  Development  Corporation,  and  Enstrupan
Corporation).  Significant  intercompany  accounts  and  transactions  have been
eliminated.

NATURE OF OPERATIONS

U.S. Mutual Financial Corporation is a former savings and loan holding company
which has operated under a corporate restructuring plan since 1986. The
corporate restructuring was necessary following the loss of the Company's
savings and loan subsidiary, USM Savings Bank, F.S.B. (USMSB), in November 1985
through regulatory action by the Federal Savings and Loan Insurance Corporation
(FSLIC). The Company was dependent upon USMSB for cash flow, and its
shareholding in USMSB was USMFC's principal asset.

In March 1986, Management implemented a corporate restructuring plan which was
designed to generate the liquidity (cash flow) necessary to retire demand notes
due banks, meet current obligations, and to fund numerous legal proceedings in
which the Company was involved. The Company's activities since 1986 have been
limited to these corporate restructuring activities, which primarily consisted
of marketing the Company's assets to build liquidity.

The primary strategic objective of the Company is to complete the restructuring
of the Company and position the Company for future recapitalization through
direct capital investment and/or merger and acquisitions.

CASH

The Company maintains its cash in high quality financial institutions. The
balances, at times, may exceed federally insured limits.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts for all financial instruments approximates fair value. The
carrying amounts for cash, accounts receivable, accrued interest receivable,
accounts payable and accrued expenses and other liabilities approximate fair
value because of the short maturity of these instruments.

REAL ESTATE INVESTMENTS

Real estate investments consisted of property acquired for development and sale
at December 31, 2002. Real estate investments were carried at the lower of cost
or estimated net realizable value at December 31, 2002. Costs necessary to
prepare the property for its intended use were capitalized during the
development period and charged to cost of sales as the properties are sold.
During 2003, the Company sold its remaining real estate investments. See note 2
for additional information.

RESTRICTED FUNDS

Amounts held in escrow represent funds restricted for interest, taxes and
insurance obligations in connection with the Company's mortgage note payable.



<PAGE>

INCOME TAXES

Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes," (SFAS 109) requires that deferred income taxes reflect the tax
consequences on future years of differences between the tax basis of assets and
liabilities and their basis for financial reporting purposes. In addition, SFAS
109 requires the recognition of future tax benefits, such as net operating loss
carryforwards, to the extent that realization of such benefits are more likely
than not.

EARNINGS PER SHARE

Earnings per share are based upon the weighted average shares outstanding which
were 4,520,254 for the years ended December 31, 2003 and 2002.

STOCK-BASED COMPENSATION

The Company uses the intrinsic value method prescribed by Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employee," and related
interpretations in accounting for employee stock options. Under the intrinsic
value method, compensation expense is recorded only to the extent that the
market price of the common stock exceeds the exercise price of the stock option
on the date of grant.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." SFAS No. 148 is an amendment to SFAS
No. 123 providing alternative methods of transition for a voluntary change to
the fair value based method of accounting for stock-based employee compensation
and also provides required additional disclosures about the method of accounting
for stock-based employee compensation. The amendments are effective for
financial statements for fiscal years ending after December 31, 2002 and for the
interim periods beginning after December 15, 2002. The Company adopted the
annual disclosure provision of SFAS No. 148 during the year ended October 31,
2003. The Company chose to not adopt the voluntary change to the fair value
based method of accounting for stock-based employee compensation, pursuant to
SFAS No. 148. Since the Company did not issue any stock options there are no
proforma disclosures required.

USE OF ESTIMATES

The preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts
reported in the consolidated financial statements and accompanying notes. Actual
results could differ from those estimates.

NEW ACCOUNTING PRONOUNCEMENTS

In April 2002,  Financial Accounting Standards Board (FASB) issued SFAS No. 145,
"Rescission of FASB  Statements  No. 4, 44, and 64,  Amendment of FASB Statement
No. 13, and Technical  Corrections,"  effective for fiscal years beginning after
May 15, 2002. The adoption of SFAS No. 145 did not have a material effect on the
Company's consolidated financial statements.

In June 2002, FASB issued SFAS No. 146,  "Accounting  for Costs  Associated with
Exit or  Disposal  Activities."  SFAS No.  146  requires  the  recognition  of a
liability  for a cost  associated  with an exit or  disposal  activity  when the
liability is incurred  versus the date the Company  commits to an exit plan.  In
addition, SFAS No. 146 states the liability should be initially measured at fair
value.  The  requirements  of SFAS No. 146 are  effective  for exit or  disposal
activities  that are initiated after December 31, 2002. The adoption of SFAS No.
146 did not have a  material  effect  on the  Company's  consolidated  financial
statements.
<PAGE>

In  November  2002,  the FASB issued FASB  Interpretation  No. 45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of   Indebtedness   of  Others"  (FIN  45).  FIN  45  clarifies  the
requirements  for  a  guarantor's  accounting  for  and  disclosure  of  certain
guarantees  issued  and  outstanding.   The  initial   recognition  and  initial
measurement provisions of FIN 45 are applicable to guarantees issued or modified
after December 31, 2002. The disclosure requirements of FIN 45 are effective for
financial statements for periods ending after December 15, 2002. The adoption of
FIN 45 did not have a  material  effect  the  Company's  consolidated  financial
statements.

In December 2002, the FASB issued SFAS No. 148, "Accounting for StockBased
Compensation Transition and Disclosure." SFAS No. 148 is an amendment to SFAS
No. 123 providing alternative methods of transition for a voluntary change to
the fair value based method of accounting for stockbased employee compensation
and also provides required additional disclosures about the method of accounting
for stockbased employee compensation. The amendments are effective for financial
statements for fiscal years ending after December 15, 2002 and for the interim
periods beginning after December 15, 2002. The adoption of SFAS No. 148 did not
have a material effect on the Company's consolidated financial statements.

In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities" (FIN 46). FIN 46 states that companies that have
exposure to the economic risks and potential rewards from another entity's
assets and activities have a controlling financial interest in a variable
interest entity and should consolidate the entity, despite the absence of clear
control through a voting equity interest. The consolidation requirements apply
to all variable interest entities created after January 31, 2003. For variable
interest entities that existed prior to February 1, 2003, the consolidation
requirements are effective for annual or interim periods beginning after
December 15, 2004. Disclosure of significant variable interest entities is
required in all financial statements issued after January 31, 2003, regardless
of when the variable interest was created. The Company does not expect the
adoption of FIN 46 to have a material effect on the Company's consolidated
financial statements as they do not have any variable interest entities.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities," effective for contracts entered
into or modified after June 30, 2003. This amendment clarifies when a contract
meets the characteristics of a derivative, clarifies when a derivative contains
a financing component and amends certain other existing pronouncements. The
adoption of SFAS No. 149 did not have a material effect on the Company's
consolidated financial statements.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
is effective for financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. SFAS No. 150 requires the classification as a
liability of any financial instruments with a mandatory redemption feature, an
obligation to repurchase equity shares, or a conditional obligation based on the
issuance of a variable number of its equity shares. The Company does not have
any financial instruments as defined by SFAS No. 150. The adoption of SFAS No.
150 did not have a material effect the Company's consolidated financial
statements.

NOTE 2 - REAL ESTATE INVESTMENTS

At December 31, 2002, real estate investments consisted principally of 59.49
acres of development land in Macomb County, Michigan.

On June 18, 2003, the Company sold its remaining significant asset, a 59.49 acre
parcel of undeveloped real estate in the Township of Chesterfield, Macomb
County, Michigan to a non-related party for cash and a participation interest in
a note receivable. The Company sold the real estate for approximately $2.1
million, and after payment of expenses of sale and loans on the real estate,
received aggregate net proceeds of $1,504,564 consisting of (a) $1,107,763 in
cash and (b) a $450,500, or 26.5%, participation in a $1,700,000 promissory note
pursuant to a Participation Agreement dated June 18, 2003, between the Company
and Keybank National Association. The promissory note is secured by a second
mortgage on both the real estate and an adjacent parcel of real estate. The
<PAGE>

$1,700,000 note bears monthly interest payable at the Wall Street Journal Prime
Rate (as defined in the note) and matures at the earlier of (a) June 18, 2005 or
(b) 60 days after the buyer obtains planned unit development ("PUD") zoning
approval for the site. The second mortgage also is personally guaranteed by the
principals of the buyer. If the buyer does not obtain PUD zoning approval by
June 18, 2004, then the buyer must make a $250,000 principal payment on the note
that date. If the buyer does not obtain PUD zoning approval by December 18,
2004, then the buyer must make another $250,000 principal payment on the note on
that date. This parcel previously totaled 112 acres, the other portions of which
were disposed of in years prior to 2002.

NOTE 3 - NOTE PAYABLE

         Note payable consisted of the following:



                                                            December 31,
                                                       2003             2002
                                                  ------------     ------------
Mortgage note payable, secured by a first mortgage
on a real estate investment, interest only at 14%
per annum. The mortgage was paid in full
on June 18, 2003                                   $    -         $   331,000
                                                  ------------     ------------
                                                   $    -         $   331,000
                                                  ============     ============

NOTE 4 - ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consisted of the following:

                                                      December 31,
                                                2003                  2002
                                             ------------        ------------
      Due to related party                  $                   $   78,473
      Accrued interest                                               7,208
      Software license fees                     31,500              13,500
      Accrued legal expense                     20,595              47,017
      Other administrative                       1,773              31,430
                                             ------------        ------------
                                            $   53,868          $  177,628
                                            ============         ============

NOTE 5 - INCOME TAXES

The Company has recorded a full valuation allowance against its deferred tax
asset due to the uncertainty of realizing the related benefits as follows:


                                         December 31, 2003     December 31,2002

Deferred tax asset
Net operating loss carryforwards               649,000             910,000
Less valuation allowance                       649,000             910,000
                                             ------------       ------------
Net deferred tax asset                               0                   0
                                             ------------       ------------


At December 31, 2003, the Company has net operating loss carryforwards of
approximately $1,869,000 available to offset future taxable income expiring
between 2004 and 2022. Utilization of net operating losses is subject to
limitation should there be a change of control as defined in the Internal
Revenue Code.


<PAGE>

The change in the valuation allowance was $(261,000) and $(442,197) for the
years ended December 31, 2003 and 2002, respectively.

Reconciliation between the federal statutory rate and the effective tax rate for
the years ended December 31 2003 and 2002, is as follows:


                                                      2003             2002

         Federal statutory tax rate                 34.0%            (34.0%)
         Valuation allowance                       (34.0%)            34.0%
                                              ------------       ------------
           Effective tax rate                          -                -
                                              ============       ============


NOTE 6 - STOCK OPTION PLANS

The Company previously maintained the 1984 Restricted Stock Award Plan, a
non-statutory stock option plan, and the 1984 Stock Option Plan. Each of these
prior equity plans has since expired and there currently are no awards
outstanding that may have been previously granted under these plans.

The Company currently does not maintain any equity compensation plans and there
are no shares of common stock currently authorized for issuance under any equity
compensation plans.

NOTE 7 - RELATED PARTY TRANSACTIONS

CCG Partners, LLC managed all the activities of the Company and provided
corporate offices for 2002 and 2003. CCG Partners is jointly owned by Clifton S.
Crockatt, President and CEO of US Mutual and Dennis M. Agresta, Senior VP
Finance and Treasurer since December 2003.

The company had funds deposited in University Bank, Ann Arbor Michigan totaling
$939,026 at December 31, 2003. Stephen Lange Ranzini, the Company's Chairman of
the Board, is the Chairman and controlling shareholder of University Bank.

Director Richard J. Guziatek and former  Chairman John E. Quinlan,  Jr. acted as
consultants to the Company for which they were paid consulting fees.

The amounts paid to such persons is detailed in the table below for the years
ended:



                        December 31, 2003     December 31, 2002

Richard J. Guziatek              $ 5,000
CCG Partners                     182,425              $145,015
John E. Quinlan, Jr.              16,810                 5,000
   Totals                       $204,235              $150,015






NOTE 8 - CONTINGENT LIABILITIES/LAWSUIT SETTLEMENTS

There are no legal proceedings in which the Company is currently involved at
December 31, 2003.

During the year ended December 31, 2003 the company filed federal and state tax
returns for tax years 1990 through 2002. The Company does not expect to incur
liability as a result of its late filing of its federal and state income tax
returns. The Company has determined that any potential liability is not probable
nor can it be reasonably estimated.
<PAGE>

NOTE 9 - SUBSEQUENT EVENTS

i2 Telecom Investment

In December 2003, the Company purchased $65,000 of 6% Convertible Senior Notes
issued by i2 Telecom International, Inc., a Delaware corporation with
headquarters in Boca Raton, Florida. The Senior Notes are convertible into
shares of i2 Telecom common stock. As a result of a "reverse merger" with a
public shell corporation, i2 Telecom common stock now trades on the OTC Bulletin
Board under the symbol "ITUI." i2 Telecom is a telecommunications service
provider employing patent pending Voice over Internet Protocol, or "VOIP,"
technology, with sales in the U.S., Europe, Asia and Central and South America.
i2 Telecom (www.i2telecom.com) was founded in February 2002 and launched
operations in January 2003. Any information contained on the foregoing website
or any other websites referenced in this report are not a part of this report.

Loop Process Systems, Inc. Investment

In January 2004, the Company acquired 25% of the outstanding stock of Loop
Process Systems, Inc. ("Loop"), a company incorporated in Ontario, Canada. In
connection with the stock purchase, the Company pledged $250,000 as a component
of project funding for a pre-commercialization demonstration trial of Loop's
proprietary technology. The total project costs are estimated at $470,000CDN and
the balance of the project funding will be derived from Canadian government
technology grants and the project co-sponsor, Dofasco, Inc., the largest steel
producer in Canada. The Company will fund its investment in Loop according to
the project timetable and budget in 2004. The Company's investment is secured by
all of Loop's assets and the anticipated Canadian Federal Research Tax Credits
that will follow the completion of the Dofasco demonstration trials. The Company
estimates that this security collateralizes approximately 70% of its investment
in Loop. Upon successful outcomes from the Dofasco trials, the Company will
release all the collateral.

Loop is an environmental technology company that possesses technologies that
address the recycling needs of steel producing, primary metals, secondary
metals, and minerals industries. Specifically, Loop has developed proprietary
briquetting (or binder) technologies that allow the economical re-use of waste
by-products in both the ferrous and nonferrous metals processing industries. The
initial application, and the focus of the Dofasco trials, concerns a classified
hazardous waste by-product of steel mills utilizing electric arc furnace, or
"EAF," baghouse dust, which currently costs $150 to $200 per ton to dispose of.
The North American Steel industry generates over 900,000 tons of EAF dust each
year, with a similar amount generated in the balance of the global steel market.
Loop's technology creates re-useable briquettes from the EAF dust that are
re-introduced in the steel melt process, thereby reducing waste disposal costs
and reclaiming the residual metal content in the dust.

The Company believes that Dofasco (www.dofasco.ca) will enter into a long term
contract with Loop to reclaim these and other waste by-products if the 2004
trials are successful. Any information contained on the foregoing website or any
other websites referenced in this report are not a part of this report.
<PAGE>
                                                                EXHIBIT 3.1
                            ARTICLES OF INCORPORATION
                                       OF
                        U.S. MUTUAL FINANCIAL CORPORATION

     These Articles of Incorporation  are signed by the incorporator for purpose
of forming a profit  corporation  pursuant to the provisions of Act 284,  Public
Acts of 1972, as amended, as follows:

                                   ARTICLE I

         The name of the corporation is U.S. Mutual Financial Corporation.

                                   ARTICLE II

     The  purposes  for which the  Corporation  is organized is to engage in any
activity for which  corporations  may be organized  under the Michigan  Business
Corporation Act.

                                  ARTICLE III

     3.1 The  total  authorized  capital  stock is  15,000,000  shares of Common
Stock,  and the par value of each such share  shall be $1.00,  amounting  in the
aggregate  to  $15,000,000.  3.2 The  Corporation's  Board of  Directors  may by
resolution divide the  Corporation's  authorized stock into any number of series
and shall  prescribe  the  relative  rights and  preferences  of any such series
including,  without  limitation,  rights and preferences with respect to voting,
dividends, liquidation, and redemptions.

                                   ARTICLE IV

     4.1 The address of the initial  registered  office  (including  its mailing
address) is 200 Renaissance Center, Suite 3060, Detroit, Michigan 48243.

     4.2 The name of the initial resident agent at the registered office is John
E. Quinlan, Jr.

                                   ARTICLE V

         The name and address of the incorporator is as follows:

                              John E. Quinlan, Jr.
                             200 Renaissance Center
                                   Suite 3060
                             Detroit, Michigan 48243
<PAGE>

                                   ARTICLE VI



     Action shall be taken by the  shareholders  of the  Corporation  only at an
annual or a special meeting of  shareholders,  and  shareholders  may not act by
written consent.

                                  ARTICLE VII

     7.1 The Corporation  shall indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  Corporation)  by reason of the
fact  that he or she is or was a  director,  officer,  employee  or agent of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another Corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action,  suit or proceeding if he
or she acted in good faith and in a manner he or she  reasonably  believed to be
in or not opposed to the best interests of the  Corporation or its  shareholders
and with respect to any criminal action or proceeding,  had no reasonable  cause
to believe his or her conduct was unlawful.  The termination of any action, suit
or  proceeding  by  judgment,  order,  settlement,  conviction,  or plea of nolo
contendere or its equivalent,  shall not, of itself,  create a presumption  that
the person did not act in good faith and in a manner which he or she  reasonably
believed to be in or not opposed to the best interests of the Corporation or its
shareholders,  and,  with  respect to any  criminal  action or  proceeding,  had
reasonable cause to believe that his or her conduct was unlawful.

     7.2 The Corporation  shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director,  officer, employee or agent of another Corporation,  partnership,
joint venture,  trust or other enterprise against expenses (including attorneys'
fees)  actually and  reasonably  incurred by him or her in  connection  with the
defense or  settlement  of such  action or suit if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best  interests  of the  Corporation  or its  shareholders  and  except  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall have been  adjudged  to be liable  for  negligence  or
misconduct in the performance of his or her duty to the  Corporation  unless and
only to the extent that the court in which such action or suit was brought shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.

     7.3 To the extent that any person  referred  to in Sections  7.1 and 7.2 of
this  Article has been  successful  on the merits or otherwise in defense of any
action, suit or proceeding referred to therein or in defense of any claim, issue
or matter therein,  he or she shall be indemnified  against expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
therewith.
<PAGE>

     7.4 Any indemnification  under Sections 7.1 and 7.2 of this Article (unless
ordered by a court) shall be made by the  Corporation  only as authorized in the
specific  case  upon a  determination  that  indemnification  of  the  director,
officer,  employee or agent is proper in the  circumstances  because such person
has met the  applicable  standard of conduct set forth in Sections  7.1 and 7.2.
Such  determination  shall be made  either  (i) by the Board of  Directors  by a
majority  vote  of a  quorum  (as  defined  in the  Bylaws  of the  Corporation)
consisting of directors who were not parties to such action, suit or proceeding,
or (ii) if such quorum is not  obtainable,  or, even if obtainable,  a quorum of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion, or (iii) by the stockholders.

     7.5  Expenses  incurred in  defending a civil or criminal  action,  suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action,  suit or proceeding as authorized in either of the manners referred
to in Section 7.4 of this  Article,  in the  specific  case,  upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount unless it shall  ultimately be determined that he or she is entitled
to be indemnified by the Corporation.

     7.6 The  indemnification  provided  by this  Article  shall  not be  deemed
exclusive  of any other  rights to which those  seeking  indemnification  may be
entitled under any statute,  bylaw,  agreement,  resolution of  shareholders  or
directors or otherwise, both as to action in his or her official capacity and as
to action in another  capacity while holding such office,  and shall continue as
to a person  who has ceased to be a  director,  officer,  employee  or agent and
shall inure to the benefit of the heirs,  executors and administrators of such a
person.  Notwithstanding  the provisions of this Article,  the  Corporation  may
indemnify  any person  referred  to in  Sections  7.1 and 7.2 to the full extent
permitted under the laws of the State of Michigan and any other applicable laws,
now or hereafter in effect.

     7.7 The Corporation shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another Corporation,  partnership, joint
venture, trust or other enterprise,  against any liability asserted against, and
incurred  by, him or her in any such  capacity,  or arising out of his status as
such,  whether or not the  Corporation  would have the power to indemnify him or
her against such liability under the provisions of this Article.

                                  ARTICLE VIII

     8.1 The  affirmative  vote  of the  holders  of not  less  than  80% of the
outstanding "Voting Stock" (as hereinafter  defined) of the Corporation shall be
required for the approval or  authorization  of any "Business  Combination"  (as
hereinafter  defined)  involving a "Relating  Person" (as hereinafter  defined),
provided however that such 80% voting requirement shall not be applicable if:

(a)  The Board of Directors of the Corporation:  (i) by a two-thirds vote of the
     members  of the  Board  then in  office  has given  prior  approval  to the
     acquisition by the Related
<PAGE>

      Person  involved in the Business  Combination of
     the "Beneficial  Ownership" (as  hereinafter  defined) of 5% or more of the
     outstanding  shares of the common stock of the  Corporation or has approved
     the  Business  Combination  prior to the  Related  Person  involved  in the
     Business  Combination having become a Related Person, or (ii) by a majority
     vote of the "Continuing  Directors" (as  hereinafter  defined) has approved
     the Business Combination; or

(b)  The Business  Combination  involves solely the Corporation and a Subsidiary
     none of whose stock is "Beneficially  Owned" (as hereinafter  defined) by a
     Related Person (other than Beneficial  Ownership  arising solely because of
     control of the Corporation),  provided that, if this Corporation is not the
     surviving  company,  each stockholder of the Corporation  receives the same
     type  of   consideration   in  such   transaction   in  proportion  to  his
     stockholdings,   the   provisions  of  Articles  VIII  through  XI  of  the
     Corporation's   Articles  of  Incorporation   and  the  provisions  of  the
     Corporation's  Bylaws are continued in effect or adopted by said  surviving
     company,  and such articles or bylaws have no provisions  inconsistent with
     such provisions, or

(c)  All the following conditions are satisfied:

(1)  The  cash or  fair  market  value  of the  property,  securities  or  other
     consideration to be received per share (as adjusted for stock splits, stock
     dividends,  reclassifications  of shares  into a lesser  number and similar
     events) by  holders  of common  stock of the  Corporation  in the  Business
     Combination is not less than the highest of (i) the highest per share price
     (including    brokerage     commission,     soliciting    dealers'    fees,
     dealer-management  compensation,  and other  expenses,  including,  but not
     limited  to,  costs of  newspaper  advertisements,  printing  expenses  and
     attorneys'  fees)  paid by such  Related  Person  in  acquiring  any of its
     holdings of the  Corporation's  common stock, or (ii) an amount which bears
     the same or a greater  percentage  relationship  to the market price of the
     Corporation's  common stock  immediately  prior to the announcement of such
     Business Combination as the highest per share price determined in (i) above
     bears to the market price of the  Corporation's  common  stock  immediately
     prior to the commencement of acquisition of the Corporation's  common stock
     by such Related Person, but in no event in excess of two and one-half times
     the  highest per share price  determined  in (i) above,  or (iii) an amount
     equal to the earnings per share of the Corporation for the four full fiscal
     quarters immediately preceding the record date for solicitation of votes an
     such proposed Business  Combination  multiplied by the then  price/earnings
     ratio  of such  Related  Person,  if  any,  as  computed  and  reported  in
     accordance with generally accepted accounting principles; and

(2)  After  becoming  a Related  Person  and prior to the  consummation  of such
     Business  Combination,  (i) such Related Person shall not have acquired any
     shares  of the  stock  of the  Corporation  or a  Subsidiary,  directly  or
     indirectly, from the Corporation or a Subsidiary (except upon conversion of
     convertible securities acquired by it prior to becoming a Related Person or
     upon  compliance with the provisions of this Article VIII or as a result of
     a pro rata stock  dividend or stock split),  (ii) such Related Person shall
     not  have   received   the   benefit,   directly  or   indirectly   (except
     proportionately  as a  stockholder)  of any  loans,  advances,  guarantees,
     pledges or other financial assistance or tax credits provided by, or assets
     of, the  Corporation  or a Subsidiary,  (iii) such Related Person shall not
     have made any major changes in


<PAGE>

     the Corporation's business or equity capital structure without the
     unanimous approval of the Continuing Directors,  (iv) there shall have been
     no reduction in the  percentage of the  Corporation's
     earnings payable as dividends on the  Corporation's  common stock except as
     is necessary to comply with applicable laws or regulations or agreements by
     which the  Corporation  is bound,  without  the  unanimous  consent  of the
     Continuing Directors, and (v) such Related Person shall have taken steps to
     ensure that the  Corporation's  Board of  Directors  at all times  included
     representation by Continuing  Directors  proportionate to the stockholdings
     of the  shareholders  not  affiliated  with  such  Related  Person,  with a
     Continuing Director to occupy any resulting fractional board position; and

(3)  A proxy statement responsive to the requirements of the Securities Exchange
     Act of  1934,  whether  or not  the  Corporation  is then  subject  to such
     requirements,  shall be mailed to all  stockholders  of the Corporation for
     the purpose of soliciting stockholder approval of such Business Combination
     and  shall  contain  at the front  thereof,  in a  prominent  place (i) any
     recommendations  as to the  advisability  (or  not)  of the  terms  of such
     Business  Combination  which  the  Continuing  Directors,  or  any  Outside
     Directors,  may  choose  to  state,  and (ii)  the  opinion  of a  national
     investment  banking  firm as to the  fairness (or not) or the terms of such
     Business  Combination,  from  the  point  of view of the  remaining  public
     stockholders of the Corporation (such investment banking firm to be engaged
     solely  on  behalf  of the  remaining  public  stockholders,  to be  paid a
     reasonable fee for their services by the  Corporation  upon receipt of such
     opinion,  to be one of the so-called major bracket investment banking firms
     which has not previously  been  associated with such Related Person and, if
     there are at the time any such  directors,  to be selected by a majority of
     the group consisting of Continuing Directors and all Outside Directors.

     8.2 For purposes of this Article VIII,  the  following  defined terms shall
have the following meaning:

(a)  The term "Business  Combination" shall mean (i) any merger or consolidation
     of this Corporation or a Subsidiary with or into a Related Person, (ii) any
     sale,  lease,  exchange  transfer or other  disposition,  including without
     limitation,  a  mortgage  or  any  other  security  device,  of  all or any
     Substantial  Part of the  assets  of this  Corporation  (including  without
     limitation any  securities of a Subsidiary) or of any of its  Subsidiaries,
     to a Related Person,  (iii) any merger or consolidation of a Related Person
     with or into  this  Corporation  or a  Subsidiary,  (iv) any  sale,  lease,
     exchange,  transfer or other  disposition of all or any Substantial Part of
     the assets of a Related Person to this Corporation or a Subsidiary, (v) the
     issuance of any securities of this Corporation or a Subsidiary to a Related
     Person,  (vi) the  acquisition  by this  Corporation or a Subsidiary of any
     securities of a Related Person,  (vii) any reclassification of Voting Stock
     of this Corporation, or any recapitalization involving Voting Stock of this
     Corporation, consummated within five years after a Related Person becomes a
     Related  Person,  (viii)  any  loan or other  extension  of  credit  by the
     Corporation  or a Subsidiary to a Related  Person or any  guarantees by the
     Corporation or a Subsidiary of any loan or other extension of credit by any
     person to a  Related  Person,  and (ix) any  agreement,  contract  or other
     arrangement  providing  for  any  of the  transactions  described  in  this
     definition of Business Combination.
<PAGE>

(b)  The terms  "Beneficial  Owner" and correlative terms shall have the meaning
     as set forth in Rule 13d-3 under the Securities Exchange Act of 1934, which
     meaning  shall not be deemed  exclusive  for the purposes  hereof.  Without
     limitation, any shares of Voting Stock in the Corporation which any Related
     Person has the right to vote or to acquire  pursuant to any  agreement,  or
     upon exercise of  conversion,  rights,  warrants or options,  or otherwise,
     shall be deemed "Beneficially Owned" by such Related Person.

(c)  The  term  "Related   Person"  shall  mean  and  include  any   individual,
     Corporation,  partnership,  group or other person or entity and each member
     of any  "person"  as such  term is  defined  in  Section  13 (d) (3) of the
     Securities  Exchange Act of 1934 which,  together with its "affiliates" and
     "associates" (as those terms are defined in Rule 12b-2 under the Securities
     Exchange  Act of 1934) or other  members  of such  "person"  and any  other
     person or entity  with which it or its  affiliates  or  associates  has any
     agreement,  arrangement, or understanding,  directly or indirectly, for the
     purpose of acquiring,  holding,  voting or disposing of Voting Stock of the
     Corporation,  is the  Beneficial  Owner,  at any  time  prior  to or at the
     Consummation of the proposed Business  Combination as well as on the record
     date for voting on such transaction,  of 5% or more in the aggregate of the
     outstanding  shares  of  Voting  Stock  of  the  Corporation  or any of its
     Subsidiaries,  and any "affiliate," "associate" or member of such "person",
     of any such other persons or entities.

(d)  The term  "Substantial  Part" shall mean more than ten percent of the total
     assets,  either alone or in the aggregate on a consolidated  basis,  of the
     person or entity in question,  as of the end of its most recent fiscal year
     ending prior to the time at which the determination is being made.

(e)  The term "Subsidiary"  shall mean any Corporation or other entity more than
     50% of  each  class  of the  stock  or  beneficial  interest  of  which  is
     Beneficially Owned by the Corporation.

(f)  The term "Voting Stock" shall mean all Common Stock,  Preferred  Stock, and
     Series Common or Preferred  Stock  specifically  designated as Voting Stock
     for purposes of this Article VIII and any other shares entitled to vote for
     the election of Directors of the Corporation.

(g)  For the  purposes  of  Section  8.1(c) of this  Article  VIII,  the "other
     consideration  to be received" shall include,  without  limitation,  Voting
     Stock of the Corporation  retained by its existing  public  stockholders in
     the event of a Business  Combination  which is a merger or consolidation in
     which the Corporation is the surviving Corporation.

(h)  With respect to any proposed  Business  Combination,  the term  "Continuing
     Director"  shall mean a director who was a member of the Board of Directors
     of the  Corporation  immediately  prior to the time that any Related Person
     involved  in a proposed  Business  Combination  acquired  5% or more of the
     outstanding  shares  of  Voting  Stock  of the  Corporation,  and the  term
     "Outside  Director"  shall  mean a  director  who is not (i) an  officer or
     employee of the  Corporation or any of its  Subsidiaries or any relative of
     an officer or employee,  (ii) a Related  Person or an officer,  director or
     employee,  associate of affiliate of a Related Person, or a relative
<PAGE>

     of any of the  foregoing, or (iii) a person having a direct or indirect
     material business relationship with the Corporation or any Subsidiary.

     8.3 In the event of any conflict between the provisions of this Article and
of Article III,  as amended for time to time under the provisions of Section 302
of the Michigan Business Corporation Act, the provisions of Article III shall be
controlling. In the event that under Article III any series of stock is entitled
to a  class  vote  under  resolutions  creating  such  series  on  any  Business
Combination, such vote shall be in addition to the vote provided in this Article
VIII.

     8.4 It is hereby  declared  to be a proper  corporate  purpose,  reasonably
calculated  to  benefit  shareholders,  for the Board of  Directors  to base the
response of the Corporation to any proposed Business Combination on the Board of
Directors'  evaluation of what is in the best interests of the  Corporation  and
for the Board of Directors in  evaluating  what is in the best  interests of the
Corporation  to consider (i) the best  interests of the  shareholders  (for this
purpose the Board shall consider,  among other factors,  the consideration being
offered in the  Business  Combination  not only in relation to the then  current
market price but also in relation to the then current  value of the  Corporation
in a freely  negotiated  transaction  and in relation to the Board of Directors'
then estimate of the future value of the Corporation as an independent  entity),
and (ii) such other factors as the Board  determines to be relevant,  including,
without  limitation,  the social,  legal and  economic  effects of the  proposed
Business Combination on franchisees,  employees,  agents, suppliers,  customers,
business and the  communities  in which the  Corporation is doing business (such
considerations  are  not  intended  to  create  any  rights  on  behalf  of  the
aforementioned).

                                   ARTICLE IX

     9.1 The number of directors of this  Corporation  shall be fixed and may be
altered  from time to time as may be provided in the Bylaws.  The  Directors  of
this Corporation need not be shareholders therein.

     9.2 The Board of  Directors  shall be and is divided  into  three  classes,
Class I, Class II and Class  III,  which  shall be as nearly  equal in number as
possible.  Each Director  shall serve for a term ending on the date of the third
annual meeting  following the annual meeting at which such Director was elected;
provided,  however that each initial Director in Class I shall hold office until
the annual meeting of shareholders  in 1983,  each initial  Director in Class II
shall hold office until the annual  meeting of  shareholders  in 1984:  and each
initial  Director  in Class III shall hold  office  until the annual  meeting of
shareholders in 1985.

     9.3 A Director  may be removed  only by a majority of the entire  Board and
only with cause.

     9.4 In the event of any  increase or decrease in the  authorized  number of
Directors, (i) each Director then serving as such shall nevertheless continue as
a Director of the class of which he or she is a member until the  expiration  of
his  current  term,  or his or her  prior  death,  retirement,  resignation,  or
removal, (ii) the newly eliminated  Directorships resulting from such a
<PAGE>

decrease shall be apportioned by the Board of Directors  among the three classes
of  Directors so as to maintain  such  classes as nearly equal as possible,  and
(iii) the newly created  Directorships  resulting from such an increase shall be
filled for a term of office continuing only until the next election of Directors
by the shareholders.

     9.5 Notwithstanding any of the foregoing  provisions of this Article,  each
Director  shall serve until his or her  successor  is elected and  qualified  or
until his or her death,  retirement,  resignation  or removal.  Should a vacancy
occur or be created,  whether arising through death, resignation or removal of a
Director or through an increase in the number of  Directors  of any class,  such
vacancy  shall be filled by a  majority  vote of the  Continuing  Directors,  as
defined in Article VIII. A Director so elected to fill a vacancy shall serve for
a term of office  continuing  only until the next  election of  Directors by the
shareholders.

                                   ARTICLE X

     All of the powers of this Corporation,  insofar as the same may be lawfully
vested by these Articles of Incorporation in the Board of Directors,  are hereby
conferred upon the Board of Directors of this  Corporation.  In furtherance  and
not in limitation  of that power the Board of Directors  shall have the power to
make,  adopt,  alter,  amend  and  repeal  from  time  to  time  Bylaws  of this
Corporation,  subject  to the right of the  shareholders  entitled  to vote with
respect  thereto to adopt,  alter,  amend and repeal bylaws made by the Board of
Directors; provided, however, that bylaws shall not be adopted, altered, amended
or repealed by the  shareholders  of the  Corporation  except by the vote of the
holders  of not less than 80% of the  outstanding  shares of  Common  Stock,  as
defined in Article VIII.

                                   ARTICLE XI

     The  provisions  set forth in Articles  III, VI, VIII,  IX and X may not be
repealed or amended in any respect,  nor may any provisions be adopted which are
inconsistent  with the said  provisions,  unless  such action is approved by the
affirmative vote of not less than 80% of the outstanding  shares of Voting Stock
(as defined in Article VIII) of the Corporation;  provided, however, if there is
a Related  Person,  as defined  in  Article  VIII,  such 80)% must  include  the
affirmative vote of at least 50% of the outstanding  shares of Voting Stock held
by shareholders  other than the Related Person.  Notwithstanding  the foregoing,
the said  Articles  may be  repealed  or amended,  and  inconsistent  provisions
adopted,  upon the affirmative vote of at least 50% of the outstanding shares of
Voting Stock if such action has been approved by  two-thirds  of the  Continuing
Directors.

         I, the Incorporator, sign my name this 20th day of April, 1983.


                                /s/ John E. Quinlan, Jr.
                                John E. Quinlan, Jr.
<PAGE>

            CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                        For use by Domestic Corporations

       (Please read instructions on the last page before completing form)

     Pursuant to the  provisions  of Act 284,  Public  Acts of 1972,  as amended
(profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations),
the undersigned corporation executes the following Certificate:

-
1.       The name of the corporation is:  U.S. Mutual Financial Corp.

2.       The corporation identification number (CID) assigned by the Bureau
         is: 148-031

3.       The location of its registered office is:
         200 Renaissance Center, Suite 3060,     Detroit, Michigan        48243
         (Street Address)                            (City)           (Zip Code)

4.       Article I of the Articles of Incorporation is hereby amended to read
         as follows:
                                    ARTICLE I
        The name of the corporation is U.S. Mutual Financial Corporation.

5.       The foregoing amendment to the Articles of Incorporation was duly
         adopted on __25th day of May, 1984, in accordance with the provisions
         of the Act.

This Amendment (Complete and execute either a or b below, but not both.)

a.       |_| was duly adopted by the unanimous consent of the incorporator(s)
         before the first meeting of the board of directors or trustees.

         Signed this                 day of                            , 19








     (Signatures of all incorporators: type or print name under each signature)

b.       (Check one of the following)

         |X|      was duly adopted by the shareholders or members, or by the
                  directors if it is a nonprofit corporation organized on a
                  nonstock directorship basis, in accordance with Section 611(2)
                  of the Act.  The necessary votes were cast in favor of the
                  amendment.

|_|      was duly  adopted  by written  consent of the  shareholders  or members
                  having not less than the  minimum number of votes  required by
                  statute in  accordance  with  Section  407 (1) and (2) of the
                  Act. Written  notice to  shareholders  or members  who have
                  not  consented  in writing has been given.(Note:

<PAGE>

                  Written  consent by less than all of the  shareholders or
                  members is  permitted  only if provision appears in the
                  Articles of Incorporation).

|_|      was duly adopted by written  consent of all the shareholders or members
                 entitled to vote in accordance with Section 407 (3) of the Act.


                                   Signed this 25th day of May, 1984

                                  By       /s/ James B. Quinlan


                                  JAMES B. QUINLAN, Executive Vice President
                                      (type or Print Name and Title)

<PAGE>
                                                         8

                                                               EXHIBIT 3.2

                           AMENDED AND RESTATED BYLAWS
                                       OF
                        U.S. MUTUAL FINANCIAL CORPORATION

                                    ARTICLE I
                                     OFFICES

     1.1 Principal  Office.  The principal  office and place of business of U.S.
Mutual  Financial  Corporation  (hereinafter  referred to as the  "Corporation")
shall be at 200 Renaissance Center, Suite 3060, in the City of Detroit, State of
Michigan.

     1.2 Other Offices. The Corporation may establish or discontinue,  from time
to time,  such other  offices and places of business as may be deemed proper for
the conduct of the Corporation's business.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     2.1 Annual  Meeting.  An annual meeting of  shareholders of the Company for
the purpose of electing  Directors and of transacting such other business as may
come  before  it shall be held  each year at such  date,  time and place  either
within or without  the State of  Michigan  as may be  specified  by the Board of
Directors.

     2.2 Special Meetings. Special meetings of the shareholders may be called at
any time only by the Board,  the Chairman or the  President.  Unless  limited by
law, the Articles of  Incorporation,  the Bylaws,  or by the terms of the notice
thereof,  any and all business may be transacted  at any special  meeting of the
shareholders.

     2.3 Place of Meetings.  Each meeting of shareholders  shall be held at such
place as may be  designated  by the Board for a particular  meeting prior to the
time when  notice  of the  meeting  is given to  shareholders  entitled  to vote
thereat.

     2.4 Notice of Meeting.  Except as  otherwise  provided or permitted by law,
the  Articles  of  Incorporation,  or the  Bylaws,  notice  of each  meeting  of
shareholders  shall be given to each  shareholder  of  record  entitled  to vote
thereat  either by  delivering  such notice to him  personally or by mailing the
same to him. If mailed,  the notice  shall be directed to the  shareholder  in a
postage-prepaid  envelope  at his  address as it  appears on the  records of the
Corporation  unless,  prior to the time of mailing, he shall have filed with the
Secretary a written  request  that  notices  intended  for him be mailed to some
other  address,  in which case it shall be mailed to the address  designated  in
such request. Notice of each meeting of shareholders shall be in a form approved
by the Board and shall state the place, date and hour of the meeting, and if for
a special  meeting the purpose or purposes for which the meeting is called,  and
shall be given not fewer than ten nor more than  sixty  days  before the date of
the meeting.

     2.5  Organization.  The  Chairman of the Board shall act as chairman at all
meetings of  shareholders,  and shall call all meetings of shareholders to order
and preside thereat. In the absence of the Chairman, the Vice Chairman shall act
as such chairman.  The Board may designate an alternate chairman for any meeting
of  shareholders,  and if the Chairman  and the Vice  Chairman are absent from a
meeting for which an  alternate  chairman has been  designated,  he shall act as
chairman of the meeting. The Secretary of the Corporation shall act as secretary
at all  meetings of the  shareholders,  but in his  absence the  chairman of the
meeting may appoint any person present to act as secretary of the meeting.

     2.6  Judges of  Election.  The Board  may at any time  appoint  two or more
persons to serve as Judges of Election at any meeting of  shareholders to act as
judges and tellers with respect to all votes by ballot at such  meeting.  It any
Judge appointed is absent or refuses to act, or if his office becomes vacant and
is or is not filled by the Board, they may nevertheless act if a majority
<PAGE>

of the Judges is present. If there is a failure to elect or appoint Judges, the
chairman of the meeting  may  appoint one or more Judges for such  meeting.  The
Judges appointed to act at any meeting of the shareholders, before entering upon
the discharge of their duties,  shall be sworn  faithfully to execute the duties
of Judges at such meeting with strict impartiality, and according to the best of
their ability, and the oath so taken shall be subscribed by them.

     2.7 Quorum and Adjournment.  Except as otherwise  provided by law or by the
Articles of  Incorporation,  the holders of a majority of the shares entitled to
vote  at  the  meeting  shall  constitute  a  quorum  at  all  meetings  of  the
shareholders.  In the  absence of a quorum,  the  holders  of a majority  of the
shares of stock  present in person or by proxy and  entitled to vote may adjourn
any  meeting,  from  time to time,  until a  quorum  shall  attend.  At any such
adjourned  meeting  at  which a  quorum  may be  present,  any  business  may be
transacted which might have been transacted at the meeting as originally called.

     2.8  Order  of  Business.   The  order  of  business  at  all  meetings  of
shareholders  shall be as  determined  by the  chairman  of the meeting or as is
otherwise  determined  by the vote of the holders of a majority of the shares of
stock present in person or by proxy and entitled to vote.

     2.9  Vote of  Stockholders.  Except  as  otherwise  required  by law or the
Articles of Incorporation,  all action by shareholders shall be taken only at an
annual  or a special  shareholders'  meetings,  and may not be taken by  written
consent.  Upon the  demand of any  shareholder  entitled  to vote,  the vote for
Directors shall be by written ballot, but otherwise the method of voting and the
manner in which votes are counted  shall be  discretionary  with the chairman of
the  meeting.  In a vote by ballot each ballot  shall state the number of shares
voted and the name of the  shareholder  or proxy  voting.  Except  as  otherwise
required by law or by the Articles of Incorporation,  Directors to be elected at
a meeting of  shareholders  shall be elected by a plurality of the votes cast at
such  meeting by the holders of shares  entitled to vote in the election and any
other  corporate  action shall be  authorized by a majority of the votes cast at
such meeting by the holders of stock entitled to vote.

     2.10 Voting  List.  The  Officer who has charge of the stock  ledger of the
Corporation  shall,  at least ten days  before  every  meeting  of  shareholders
prepare  and make a complete  list of the  shareholders  entitled to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
shareholder and the number of shares registered in the name of each shareholder.
Such list shall be open to the examination of any  shareholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days  prior to the  meeting,  either at a place  within  the city  where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting or, if not so  specified,  at the place where the meeting is to be held.
The list shall also be  produced  and kept at the time and place of the  meeting
during the whole time thereof,  and may be inspected by any  shareholder  who is
present.

     2.11 Shareholder  Proposals.  Shareholders may present proposals for action
at an annual or special meeting of the shareholders,  provided, however, that no
proposal need be accepted for  presentation by the Corporation  unless and until
the shareholder  presenting a proposal complies with all requirements  placed on
shareholders  and  proposals  by  Rule  14a-8  of the  Securities  and  Exchange
Commission as such rule may be amended from time to time.

                                   ARTICLE III
                               BOARD OF DIRECTORS

     3.1 Number. The number of Directors  constituting the Board of Directors of
the  Corporation  shall be no fewer than three nor more than nine or such number
as is  fixed  from  time to time by  resolution  adopted  by a  majority  of the
Continuing Directors, as defined in the Articles of Incorporation.

     3.2 General Powers. The business, properties and affairs of the Corporation
shall be  managed by the Board  which  shall  have sole and  exclusive  power to
appoint the Officers of the  Corporation,  to appoint and direct agents,  and to
grant  general or limited  authority  to Officers,
<PAGE>

employees  and agents of the Corporation to make,  execute and deliver
contracts and other  instruments  and documents  in the name  and on  behalf
of the  Corporation  and over its  seal, without specific authority in each
case. In addition to the foregoing, the Board shall have and may exercise all
the powers of the  Corporation and do all lawful acts  and  things  which  are
not  reserved  to the  shareholders  by law or the Articles of Incorporation.

     3.3 Place of Meetings.  Meetings of the Board  whether  regular or special,
shall be held at the principal  office of the Corporation or such other place as
may, from time to time,  be fixed by  resolution of the Board  provided that the
place so determined  for any meeting may be changed to some other place,  in the
case of a regular meeting,  by order of the Chairman or the Vice Chairman,  and,
in the case of a special meeting, by order of the person or the persons at whose
request  the  meeting is  called.  In either  case the place so changed  must be
specified  in a notice  as  provided  in  Section  3.6 or in a waiver  of notice
thereof.  Members  of the  Board of any  committee  appointed  by the  Board may
participate  in a meeting of the Board or any  committee by means of  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating in the meeting can hear each other, and participation in a meeting
in such manner shall constitute presence in person at such meeting.

     3.4 Organizational  Meeting. A newly elected Board shall meet and organize,
as soon as  practicable  after  each  annual  meeting  of  shareholders,  at the
principal office of the Corporation,  without notice of such meeting, provided a
majority of the full Board is present.  If such a majority is not present,  such
organizational  meeting  may be held at any  other  time or place  which  may be
specified in a notice  given as provided in Section 3.6 for special  meetings of
the Board or in a waiver of notice  thereof.  Any business which may properly be
transacted by the Board may be transacted at any organizational meeting thereof.

     3.5 Regular Meetings. Unless the Board shall otherwise determine, the Board
shall  meet  quarterly  on such  date  and at such  time as  shall  be  fixed by
resolution of the Board.  Any business  which  properly may be transacted by the
Board may be transacted at any regular meeting thereof.

     3.6 Special Meetings;  Notice and Waiver of Notice. Special meetings of the
Board shall be called by the Secretary at the request of the Chairman, or in his
absence the Vice Chairman,  or at the request in writing of any three  Directors
stating the purpose or purposes of such meeting. Notice of special meeting shall
be mailed to each  Director,  at his  residence or usual place of business,  not
later than two days  before the day on which the  meeting is to be held or shall
be given to him either in person or by telegraph or by telephone, not later than
the day  before  the  meeting.  Whenever  notice of any  meeting of the Board is
required to be given under any  provision of law, the Articles of  Incorporation
or the Bylaws,  a written  waiver of notice signed by the Directors  entitled to
notice,  whether before, at, or after the time of such meeting,  shall be deemed
equivalent to notice. Attendance of a Director at any meeting of the Board shall
constitute a waiver of notice of such meeting,  except when the Director attends
such  meeting for the express  purpose of  objecting,  at the  beginning  of the
meeting, to the transaction of any business because such meeting is not lawfully
called or convened.  Neither the business to be transacted at nor the purpose of
any  meeting of the Board or any  committee  thereof  need be  specified  in any
written waiver of notice.

     3.7  Organization.  The Chairman of the Board shall preside at all meetings
of the Board. In the absence of the Chairman, the Vice Chairman shall preside at
meetings of the Board.  In the absence of the Chairman and the Vice Chairman,  a
temporary  chairman may be chosen by the members of the Board present to preside
at a meeting of the Board.  The  Secretary of the  Corporation  shall bet as the
secretary at all meetings of the Board and in his absence a temporary  secretary
shall be appointed by the chairman of the meeting.

     3.8 Quorum and Manner of Acting.  At every  meeting of the Board a majority
of the entire Board shall constitute a quorum, and, except as otherwise provided
by law or by the  Articles  of  Incorporation,  the  vote of a  majority  of the
Directors  present at any such meeting at which a
<PAGE>

quorum is present shall be the act of the  Board.  In case of a tie vote on
any matter  before  the Board,  the Chairman  shall have a second and deciding
vote. In the absence of a quorum,  a majority of the  Directors  present may
adjourn any meeting,  from time to time, until a quorum is  present.  No notice
of any  adjourned  meeting  need be given other than by announcement at the
meeting that is being adjourned.

     3.9 Voting.  On any question on which the Board or the Executive  Committee
shall  vote,  the names of those  voting and their votes shall be entered in the
minutes of the meeting when any member of the Board so requests.
     3.10 Directors' Compensation.  Directors shall receive such compensation as
may be fixed by the Board for  services  on the  Board or any  Committee  of the
Board.  Directors who are officers  shall also be entitled to  compensation  for
services rendered in such capacity.

     3.11  Resignations.  Any  Director  may  resign at any time  either by oral
tender of  resignation  at any  meeting  of the  Board or by such  tender to the
Chairman  or the Vice  Chairman  or by  giving  written  notice  thereof  to the
Corporation.  Any  resignation  shall  be  effective  immediately  unless a date
certain is specified for it to take effect.

                                   ARTICLE IV
                               EXECUTIVE COMMITTEE

     4.1  Constitution and Powers.  There shall be an Executive  Committee which
shall be constituted as provided in Section 4.2. The Executive  Committee  shall
have and may  exercise,  when the Board is not in  session,  all the  powers and
authority  of the Board in the  management  of the  business  and affairs of the
Corporation,  including  the power and  authority  to declare  dividends  and to
authorize the issuance of stock and other securities of the Corporation, and may
authorize  the seal of the  Corporation  to be affixed  to all papers  which may
require it, but the  Executive  Committee  shall not have power or  authority to
amend  the  Articles  of   Incorporation,   adopt  an  agreement  of  merger  or
consolidation, recommend to the shareholders the sale, lease, or exchange of all
or substantially all of the Corporation's property and assets,  recommend to the
shareholders a dissolution of the  Corporation or a revocation of a dissolution,
or amend the Bylaws.

     4.2  Membership,  Meetings,  Quorum.  There  shall be no fewer  than  three
members of the Executive Committee, one of whom shall be the Chairman.  Meetings
of the Executive  Committee shall be held upon call of the Chairman.  A majority
of the members of the Executive Committee, constituted as set forth above, shall
constitute a quorum at any meeting of the Committee,  and the vote of a majority
of the members  present at any such  meeting at which a quorum is present  shall
suffice for the transaction of business. Notice of any meeting shall be given to
each Director in the manner provided in Section 3.6 for the giving of notice, ox
the waiver thereof, of a special meeting of the Board.

     4.3 Records.  The  Executive  Committee  shall keep minutes of its acts and
proceedings,  which shall be submitted at the next regular  meeting of the Board
at which a quorum is  present,  and any action  taken by the Board with  respect
thereto  shall be entered in the minutes of the Board.  All acts done and powers
conferred by the  Executive  Committee  from time to time shall be deemed to be,
and may be certified as being, done or conferred under authority of the Board.

                                    ARTICLE V
                                OTHER COMMITTEES

     5.1  Other  Committees.  The  board may  appoint  from  time to time  other
committees  which  shall have such  powers and duties as the Board may  properly
determine,  and may appoint one of the members of any such other committee to be
its chairman.
<PAGE>

     5.2 Place of Meetings;  Notice and Waiver of Notice. Meetings of committees
a Board shall be held at principal  office of the  Corporation  or at such other
places as the committee in question may determine from time to time. Meetings of
any committee of the Board may be called by the chairman of such committee or by
the  Secretary at the request of any other member  thereof.  The  provisions  of
Section 3.6 with  respect to giving and waiver of notice of special  meetings of
the Board shall also apply to all meetings of committees.

                                   ARTICLE VI
                                    OFFICERS

     6.1 Officers.  The Corporation shall have a Chairman of the Board, may have
a Vice  Chairman of the Board,  and shall have a President,  a Secretary,  and a
Treasurer, and may have one or more Vice Presidents,  and such other Officers as
may be appointed by the Board.  The  Chairman  and the Vice  Chairman,  shall be
selected from the  Directors.  The Board may also appoint one or more  Assistant
Secretaries,  Assistant  Treasurers,  and such other  Officers  and agents as in
their  judgment  the  business  of the  corporation  may  require,  and any such
officers  may be  appointed,  subject  to the  authority  of the  Board,  by the
Chairman ox the Vice Chairman.

     6.2 Term of Office.  All Officers  shall hold office at the pleasure of and
until removed by the Board,  or, in the case of officers who may be appointed by
the Chairman or the Vice Chairman until removed by one of them or by the Board.

     6.3 Resignations. Any officer may resign at any time, either by oral tender
of  resignation to the Chairman or the Vice Chairman or by giving written notice
thereof to the  Corporation.  Any  resignation  shall be  effective  immediately
unless a date certain is specified for it to take effect.

     6.4 The  Chairman.  The Chairman of the Board shall be the Chief  Executive
Officer of the  Corporation.  He shall have general  supervision of the business
and affairs of the  Corporation  and shall be  responsible  for carrying out the
policies  adopted or approved by the Board.  He shall direct the  functions  and
activities  of all other  Officers  or  agencies  of the  Corporation.  He shall
preside at all meetings of the shareholders and of the Board.

     6.5 The Vice  Chairman.  If appointed,  the Vice Chairman  shall assist the
Chairman in carrying  out the  policies  adopted or approved by the Board and in
directing the functions and activities of all other officers and agencies of the
Corporation.  In any absence or disability  of the  Chairman,  the Vice Chairman
shall act as the Chief Executive  Officer of the corporation,  and shall, in all
other respects,  exercise all the powers of the Chairman.  In the absence of the
Chairman,  the Vice Chairman shall preside at meetings of the  shareholders  and
the Board of Directors.

     6.6 The  President.  The  President  shall  assist  the  Chairman  and Vice
Chairman in carrying out the  policies  adopted and approved by the Board and in
directing the functions and activities of all other Officers and agencies of the
Corporation.

     6.7 Vice  President.  Each Vice President  shall have such titles and shall
perform such duties and  exercise  such powers as may be delegated by the Board,
the Chairman or Vice Chairman of the Board, or the President.  In the absence or
disability of the President or a vacancy in that office,  those  particular acts
and duties which by law or regulation  pertain to the office of President  shall
be performed by a Vice President as shall be designated by the Board.

     6.8 The  Secretary.  The Secretary  shall attend to the giving of notice of
all  meetings  of  shareholders  and of the Board  and  committees  thereof,  as
provided  in  Section  2.4 and  Section 3.6,  and  shall  keep  minutes  ,of all
proceedings at meetings of the  shareholders  and of the Board as well as of all
proceedings  at all meetings of regular  committees of the Board.  He shall have
charge of the corporate  seal and shall have  authority to attest to any and all
instruments  or writings to which the same may be affixed.  He shall have charge
of the stock ledger and shall

<PAGE>

keep  and  account  for  all  books,  documents,   papers  and  records  of  the
Corporation,  except  those for which  some other  Officer or agent is  properly
accountable.  He shall generally perform all the duties which usually pertain to
the office of Secretary of a corporation.  In the absence of the Secretary,  the
Assistant  Secretary or such other person as shall be designated by the Chairman
shall perform his duties.

     6.9 The Treasurer.  The Treasurer shall be the Chief  Financial  Officer of
the  Corporation.  He shall  have the care and  custody  of all the funds of the
Corporation  and shall  deposit  the same in such banks,  including  any banking
subsidiaries of the  Corporation,  or other  depositories,  as the Board, or any
Officer or Officers duly authorized by the Board, shall from time to time direct
or approve. He shall keep a full and accurate account of all moneys received and
paid on account of the Corporation, and shall render a statement of his accounts
whenever the Board shall require.  He shall perform all other necessary acts and
duties in connection  with the  administration  of the financial  affairs of the
Corporation,  and shall generally perform all the duties usually appertaining to
the office of Treasurer of a corporation.  When required by the Board,  he shall
give bonds for the  faithful  discharge of his duties in such sums and with such
sureties  as the Board shall  approve.  In the  absence of the  Treasurer,  such
person as shall be designated by the Chairman shall perform his duties.

     6.10 Chief Operating Officer. Any of the officers appointed pursuant to the
first  sentence of Section 6.1 of these Bylaws may be designated by the Board as
Chief  Operating  Officer and shall  perform  such acts and duties as pertain to
that office by virtue of law or regulation.

     6.11 Compensation. The compensation of the Chairman, the Vice Chairman, the
President, the Vice Presidents,  the Secretary, and the Treasurer shall be fixed
by the Board.  Subject to the  authority of the Board,  the  Chairman,  the Vice
Chairman or the  President or any other  Officer or committee of the Officers so
appointed  by either of them,  may appoint or dismiss all or any other  Officers
and all or any clerks,  agents and employees,  and prescribe  their duties,  and
from time to time fix their compensation.

                                   ARTICLE VII
                          STOCK AND TRANSFERS OF STOCK

     7.1 Stock  Certificates.  The stock of the Corporation shall be represented
by certificates  signed by the Chairman,  the Vice Chairman or President and the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer.
Where any such certificate is countersigned by a Transfer Agent,  other than the
Corporation or its employee, or by a Registrar other than the Corporation or its
employee, such certificate may be a facsimile, engraved, stamped, or printed. In
case any such  Officer,  Transfer  Agent,  or Registrar  who has signed or whose
facsimile  signature has been placed upon any such certificate shall have ceased
to be an Officer, Transfer Agent or Registrar before such certificate is issued,
it may be issued by the  Corporation  with the same  effect as if such  Officer,
Transfer  Agent,  or Registrar were an Officer,  Transfer Agent, or Registrar at
the  date  of  its  issue.  The  certificates  representing  the  stock  of  the
Corporation shall be in such form as shall be approved by the Board.

     7.2 Transfer  Agents and  Registrars.  The Board,  in its  discretion,  may
appoint from time to time one or more banks or trust companies, as the Board may
deem advisable, including any banking subsidiaries of the Corporation, to act as
Transfer  Agents and Registrars of the stock of the  Corporation;  and upon such
appointments being made, no stock certificate shall be valid until countersigned
by one of such Transfer Agents and registered by one of such Registrars.

     7.3  Transfers  of Stock.  Transfers of stock shall be made on the books of
the  Corporation  only by the person  named in the  certificate,  or by attorney
lawfully  constituted  in writing,  and upon  surrender  and  cancellation  of a
certificate  or  certificates  for a like  number of shares of the same class of
stock,  with duly executed  assignment and power of transfer endorsed thereon or
attached  thereto,  and with such proof of the authenticity of the signatures as
the Corporation or its agents may reasonably require. No transfer of stock other
than on the records of the
<PAGE>

Corporation  shall affect the right of the  Corporation to pay any dividend upon
the stock to the  holder of record  thereof  or to treat the holder of record as
the holder in fact  thereof for all  purposes,  and no transfer  shall be valid,
except  between the parties  thereto,  until such transfer  shall have been made
upon the records of the Corporation.

     7.4 Lost  Certificates.  In case any  certificate  of stock  shall be lost,
stolen, or destroyed, the Board in its discretion, or any Officer or Officers or
any agent or agents  thereunto duly  authorized by the Board,  may authorize the
issue of a substitute  certificate in place of the certificate so lost,  stolen,
or destroyed,  and may cause or authorize  such  substitutes  certificate  to be
countersigned   by  the  appropriate   Transfer  Agent  and  registered  by  the
appropriate Registrar; provided, however, that, in each such case, the applicant
for a substitute certificate shall furnish to the Corporation and to such of its
Transfer  Agents and  Registrars  as may  require  the same,  evidence  to their
satisfaction,  in their  discretion,  of the loss, theft, or destruction of such
certificate and of the ownership thereof, and also such security of indemnity as
they may require.
                                  ARTICLE VIII
                                 CORPORATE SEAL

     8.1  Seal.  The seal of the  Corporation  shall  be in such  form as may be
approved, from time to time, by the Board.

     8.2 Affixing and  Attesting.  The seal of the  Corporation  shall be in the
custody  of the  Secretary,  who shall  have the power to affix it to the proper
corporate instruments and documents, and who shall attest it. In his absence, it
may be affixed and attested by an Assistant Secretary, or by the Treasurer or an
Assistant  Treasurer or by any other person or persons as may be  designated  by
the Board.
                                   ARTICLE IX
                                  MISCELLANEOUS

     9.1 Fiscal Year.  The fiscal year of the  Corporation  shall be such fiscal
year as the Board may determine from time to time.

     9.2 Signatures of Negotiable Instruments. All bills, notes, checks or other
instruments  or the  payment of money shall be signed or  countersigned  by such
officers or agents and in such manner as, from time to time,  may be  prescribed
by resolution  of the Board or may be prescribed by any Officer or Officers,  or
any Officer and agent jointly, duly authorized by the Board.

     9.3 Execution of Contracts and Other Instruments.  Subject to the authority
of the  Board,  the  Chairman,  the  Vice  Chairman,  the  President,  any  Vice
President, the Secretary, and the Treasurer shall each have general authority to
execute  contracts,  bonds,  deeds and powers of  attorney in the name of and on
behalf of the  Corporation.  Any contract,  bond,  deed or power of attorney may
also be executed in the name of and on behalf of the  Corporation  by such other
Officer  or such  other  agent as the Board may from  time to time  direct.  The
provisions of this Section 9.3 are supplementary to any other provision of these
Bylaws.

     9.4 Shares of other  Corporations.  The Chairman,  the Vice  Chairman,  the
President,  any Vice  President,  and the Secretary are each authorized to vote,
represent and exercise on behalf of the  Corporation,  all rights  incidental to
any and all shares of any other corporation or corporations standing in the name
of the Corporation. The authority granted to these Officers to vote or represent
on behalf of the  Corporation  any and all shares held by the Corporation in any
other  corporation  or  corporations  may be exercised  either by the Officer in
person or by any person  authorized  so to do by proxy or power of attorney duly
executed by the officer.  Notwithstanding the above,  however, the Board, in its
discretion,  may  designate by resolution  the person to vote or represent  said
shares of other corporations.
<PAGE>

     9.5 Severability.  In the event any one or more of the provisions contained
in these Bylaws should he invalid,  illegal or unenforceable in any respect, the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein shall not in any way be affected or impaired thereby.

     9.6 Headings. Section headings used herein are for convenience of reference
only and are not to affect the construction  of, or be taken into  consideration
in interpreting these Bylaws.

     9.7  Definitions.  The terms used herein  include the plural as well as the
singular and include the masculine,  feminine and neuter genders, as the context
requires.

     9.8 Conflicts. If the event of any conflict between the provisions of these
Bylaws and the Corporation's  Articles of  Incorporation,  the provisions of the
Articles of Incorporation  shall govern. In the event a situation is not covered
by either the Bylaws or the Articles of Incorporation, the applicable provisions
of  the  Michigan  Business  Corporation  Act,  if  any,  shall  govern.  If the
provisions  of the  said  Act are  not  applicable,  such  situations  shall  be
addressed and dealt on an ad hoc basis by the Chairman in his sole discretion.

                                    ARTICLE X
                                   AMENDMENTS

     The Bylaws may be altered,  amended or  repealed,  and new Bylaws  adopted,
from time to time, by vote of the majority of all of the  Continuing  Directors,
as defined in the Articles of  Incorporation,  at any regular or special meeting
provided that, in the case of any special meeting at which all of such Directors
are not  present,  the notice of such meeting  shall state the  amendment of the
Bylaws as one of the  purposes of the meeting and the nature of such  amendment.
These Bylaws, and any amendments thereof,  including Bylaws adopted by the Board
may  be  altered,   amended,  or  repealed  and  other  Bylaws  adopted  by  the
shareholders in the manner set forth in the Articles of Incorporation.


                             * * *
<PAGE>
                                                                 EXHIBIT 4.1

                        FORM OF COMMON STOCK CERTIFICATE


NUMBER                          SHARES
US ______                       _______



                           U.S. MUTUAL FINANCIAL CORP.
              INCORPORATED UNDER THE LAWS OF THE STATE OF MICHIGAN
                                  COMMON STOCK
                                Cusip 912225 20 8
                       SEE REVERSE FOR CERTAIN DEFINITIONS


THIS CERTIFIES THAT


                                    SPECIMEN

is the owner of
            FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK,
                          PAR VALUE $1.00 PER SHARE OF
                           U.S. MUTUAL FINANCIAL CORP.
         transferable only on the books of the Corporation by the holder
             hereof in person or by Attorney upon surrender of this
          Certificate properly endorsed. This Certificate is not valid
         until countersigned by the Transfer Agent and registered by the
               Registrar.


     IN WITNESS WHEREOF,  the said Corporation has caused this Certificate to be
signed by the  facsimile  signatures  of its duly  authorized  officers  and its
Corporate seal to be hereunto affixed.


DATED:



 /s/ Richard J. Guziatek                     /s/ Clifton S. Crockatt
RICHARD J. GUZIATEK, VICE PRESIDENT         CLIFTON S. CROCKATT, PRESIDENT


<PAGE>


     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common           UNIF GIFT MIN ACT - ....Custodian.....
TEN ENT - as tenants by the entireties                     (Cust)        (Minor)
JT TEN - as joint tenants with right of           under Uniform Gifts to Minors
              Survivorship and not as tenants     Act...........
              In common                                (State)

   Additional abbreviations may also be used though not in the above list.

For Value Received, ____________ do hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
 ASSIGNEE)



Shares of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint



Attorney to transfer the said Shares on the books of the within named
Corporation with full power of substitution in the premises.

         Dated:

                                    In the presence of



_______________________________
     NOTICE:  The signature of this  assignment must correspond with the name as
written upon the face of the certificate,  in particular,  without alteration or
enlargement, or any change whatever.

     The  signature(s)  of  the  assignor(s) must  be  guaranteed  hereon  by a
participant in either the Securities Transfer Agent's Medallion Program (STAMP),
the Stock  Exchange  Medallion  Program  (SEMP),  or the New York Stock Exchange
Medallion Program (MSP).


<PAGE>
                                                           EXHIBIT 10.1


                         AGREEMENT OF SALE AND PURCHASE



     This Agreement of Sale and Purchase ("Agreement"), made and entered into as
of the day of February 2003, by and between U.S. MUTUAL FINANCIAL CORPORATION, a
Michigan  corporation,  whose address is c/o CCG Partners,  3220 Coolidge  Road,
Berkley, Michigan 48072 ("Seller"), and GAETANO T. RIZZO and CARLO J. CATENACCI,
not  individually,  but on behalf of an entity to be designated  by them,  whose
address for purposes herein is Suite 101, 44899 Centre Court,  Clinton Township,
Michigan 48038 ("Purchaser"), is based upon the following:

A.   Seller is the owner of a certain parcel of land comprised of  approximately
     59.49  acres of land  located  in the  Township  of  +Chesterfield,  Macomb
     County,  Michigan, as is more particularly  described in Exhibit A attached
     hereto  and  made a  part  hereof,  together  with  all  of the  tenements,
     hereditaments,   and  appurtenances   upon,   belonging,   or  in  any  way
     appertaining to said land, any buildings and fixtures located thereon,  all
     other  improvements  thereon,  and  all  rights  in and to any  vacated  or
     abandoned street,  alley or right-of-way  adjacent to or abutting on a part
     of such land (collectively, the "Property").

B.   Seller desires to sell to Purchaser and Purchaser  desires to purchase from
     Seller  the  Property,  upon  and  subject  to  the  terms  and  conditions
     hereinafter set forth.

     Now,  therefore,  in consideration of the mutual covenants,  promises,  and
agreements and subject to the terms and conditions contained herein, the parties
agree as follows:

1.   Agreement of Sale and  Purchase.  Seller  agrees to sell to  Purchaser  and
     Purchaser agrees to purchase from Seller the Property,  upon and subject to
     the terms and conditions hereinafter set forth.

2.   Purchase Price.  The purchase price of the Property (the "Purchase  Price")
     shall  be  Two  Million  One  Hundred   Thousand  and   00/100ths   Dollars
     ($2,100,000.00).

3.   Survey. Within five (5) days after the date hereof, Seller shall deliver to
     Purchaser the existing ALTA survey in Seller's possession ("Survey") of the
     Property,  but any updates of the Survey  shall be obtained by Purchaser at
     Purchaser's sole expense. The exact legal description of the Property shall
     be determined by the Survey (as updated by Purchaser).
<PAGE>

4.   Condition of Title.

(a)  At the Closing,  as  hereinafter  defined,  Seller  shall own  unencumbered
     marketable  fee  simple  title  to  the  Property,  subject  to  no  liens,
     encumbrances,   claims,  demands,  security  interests,  options,  purchase
     agreements,  mortgages,  pledges, leases,  conditional sales or other title
     retention  agreements,  restrictions,  or  exceptions of any kind or nature
     whatsoever (individually an "Encumbrance" and collectively, "Encumbrances")
     other than the Permitted Encumbrances,  as herein defined, and Seller shall
     convey to Purchaser title to the Property in the aforesaid condition, which
     title shall be insured in the  aforesaid  condition  by the Philip F. Greco
     Title  Company as agent for Chicago  Title  Insurance  Company  (the "Title
     Company").

(b)  Anything contained herein to the contrary notwithstanding, Purchaser hereby
     acknowledges that a certain Easement  Agreement entered into by and between
     Seller and Edward J.  Russell,  Jr. and  Madeline E.  Russell,  husband and
     wife,  and  Richard  Russell  and  Pauline L.  Russell,  husband  and wife,
     recorded  September 29, 1988 in Liber 4518, Page 956, Macomb County Records
     is being  terminated by an agreement  being  negotiated in part by Key Bank
     National  Association  ("KeyBank"),  and Seller acknowledges it shall fully
     cooperate with and assist Key Bank, such cooperation  shall include but not
     be limited to the timely  execution and production of documents  reasonably
     requested of Seller by Key Bank.

     5.  Evidence  of Title.  As evidence  of title to the  Property,  Purchaser
agrees to obtain,  promptly after the date hereof,  a complete  commitment for a
policy of title  insurance  covering the Property  (including  complete  legible
copies of all documents  referred to thereon) issued by the Title Company in the
amount of the Purchase Price guaranteeing title in the condition required herein
and  bearing  a  date  later  than  the  date   hereof  (the  "Title   Insurance
Commitment").  Seller,  at its sole  expense,  will  cause the Title  Company to
deliver to  Purchaser a final  policy of title  insurance  pursuant to the Title
Insurance Commitment with the so-called "standard  exceptions" deleted therefrom
promptly after the Closing.

     6. Title Objections. If following Purchaser's receipt of the Survey and the
Title Insurance  Commitment (and all documents  referred to therein) meeting the
requirements of this Agreement,  Purchaser notifies Seller that the title to the
Property is not satisfactory to Purchaser in Purchaser's sole discretion,  which
notice shall be provided  within ten (10) days of Purchaser's  receipt  thereof,
then  Seller  shall have  thirty  (30) days from the date  Seller is notified in
writing of the particular  defects claimed to use its best good faith efforts to
cure such defects to Purchaser's  satisfaction,  and if Seller is unable to cure
such defects within the aforesaid  thirty (30) day period,  Purchaser shall have
the option to either (i) waive the defects and proceed with this transaction, or
(ii) cancel and terminate this Agreement by written notice thereof to Seller, in
which event no party  hereto  shall have any  further  liability  or  obligation
hereunder,  except  that  the  entire  Deposit,  as  herein  defined,  shall  be
immediately  returned  to  Purchaser;  provided,  however,  that  if any of such
defects are represented by liens or encumbrances of an ascertainable  amount and
Purchaser elects to proceed with this transaction, in the event Purchaser closes
this  transaction,  Purchaser  may deduct the amount
<PAGE>

of any such defect in title from the Purchase  Price due at the Closing.  In the
event Seller  cures such  defects  within the time  specified  above,  Purchaser
agrees to complete the sale within thirty (30) days after its receipt of written
notification  thereof  from  Seller,  subject,  however,  to any and  all  other
Conditions,  as  herein  defined.  Any  encumbrances  identified  on  the  Title
Insurance  Commitment  and shown on the Survey  that are  approved in writing by
Purchaser shall be "Permitted Encumbrances" for the purposes of this Agreement.

     7. Documents to be Delivered at Closing. At the Closing:

(a)  Seller shall execute and deliver to Purchaser a statutory  form of Warranty
     Deed, in recordable  form,  conveying to Purchaser title to the Property in
     the condition required hereunder,  with the State and County Transfer Taxes
     associated  with such  Warranty  Deed being paid by Seller,  and  including
     therein all property division and split rights with respect to the Property
     which are permitted under the Michigan  Subdivision Control Act of 1967, as
     amended by the Michigan  Land Division Act of 1996 (Mich.  Comp.  Laws Ann.
     Section 560.01 et seq.).

(b)  Purchaser  shall  pay to  Seller  the  Purchase  Price as  adjusted  by the
     adjustments and prorations provided for in this Agreement.

(c)  Seller  and  Purchaser  shall  each  execute  and  deliver  to the other an
     appropriate   closing  statement  setting  forth  the  Purchase  Price  and
     reflecting all adjustments and prorations provided for in this Agreement.

(d)  Seller shall execute and deliver to Purchaser a sworn  affidavit  restating
     and  updating  through  the Closing the  representations,  warranties,  and
     covenants  of Seller  set forth in this  Agreement  and  acknowledging  the
     survival thereof.

(e)  Seller shall execute and deliver to Purchaser a sworn  affidavit  attesting
     that no work has taken place on the Property in the last one hundred twenty
     (120) days which  would  create in any party a right to a lien  against the
     Property.

(f)  Seller shall  execute and deliver to Purchaser  and the Title  Company such
     documents,  agreements,  and affidavits with respect to the Property as the
     Title  Company  shall  require  in order to delete  and omit from its title
     insurance  policy  all of  the  so-called  "standard  exceptions"  and  any
     Encumbrances other than the Permitted Encumbrances.

(g)  Seller shall cause the Title  Company to deliver to Purchaser a "marked-up"
     copy of the final  policy of title  insurance  referred  to in  Paragraph 5
     hereof.

(h)  Seller  shall  execute  and  deliver  to  Purchaser  a  non-foreign  person
     affidavit or  aqualifying  statement  sufficient  in form and  substance to
     relieve Purchaser of any and all obligation to deduct,  withhold or pay any
     amount of tax  pursuant to Section  1445
<PAGE>

     of the  Internal  Revenue  Code of 1986,  as amended  (the  "Code") or a
     statement  from  Seller  authorizing Purchaser to deduct and  withhold
     taxes as required by Section 1445 of the Code.

(i)  Seller  shall  deliver  to  Purchaser  exclusive  possession  of all of the
     Property in the condition set forth in Paragraph 11 hereof,  subject to the
     right of no persons whatsoever.

     All funds due from  Purchaser  to  Seller at the  Closing  shall be paid by
Purchaser  to the Title  Company,  who shall be  authorized  and directed to pay
directly  all expenses of Seller as set forth herein and deliver the net balance
to Seller.

     Each party agrees to execute and deliver all additional documents which may
be reasonably  requested by the other party in order to effectuate  the purposes
of this Agreement and the consummation of the transaction  contemplated  hereby;
provided, however, that the foregoing shall not be construed or deemed to expand
the  obligations  of any  party  hereunder  or  remove  any  limitations  on the
obligations of any party hereunder.

     8.  Warranties,  Representations,  and  Covenants of Seller.  Seller hereby
warrants and represents to and covenants with Purchaser that:

     (a)  The execution  and delivery by Seller of this  Agreement and the other
          documents  and  instruments  required  under this  Agreement,  and the
          performance by Seller of all of its  obligations  under this Agreement
          and such other documents and instruments  have been duly authorized by
          all necessary  action,  and do not and will not (i) result in a breach
          or violation of or default  under any  agreement,  commitment,  order,
          judgment,  or decree by which the  Property  or Seller is bound,  (ii)
          violate  any  statute,  regulation,  order,  or other law to which the
          Property or Seller is subject, or (iii) require Seller or Purchaser to
          obtain any consent,  approval,  and/or permit from any person, entity,
          or  governmental  authority,  or to comply with or perform any special
          requirements, procedures, approvals, or actions.

     (b)  Seller owns  unencumbered  marketable fee simple title to the Property
          and has entered into no agreements, oral or written, and is subject to
          no judgment,  order,  writ,  injunction,  decree,  statute,  rule,  or
          regulation which would limit or restrict  Seller's right to enter into
          this  Agreement and fulfill its  obligations  hereunder or which would
          prevent possession by Purchaser of all or any part of the Property.

     (c)  From and after the date hereof, Seller shall not sell, convey, burden,
          or encumber  the  Property in any manner  whatsoever(whether  by deed,
          agreement, mortgage, lien, easement,  restriction, lease, Encumbrance,
          or   otherwise).   Anything   contained   herein   to   the   contrary
          notwithstanding,  Seller may during the  lifetime  of this  Agreement,
          place  a  mortgage  on the  Property,  which  shall  be a lien  on the
          Property,  superior  to the  rights of the  Purchaser  herein,  or may
          continue and renew any existing  mortgage  thereon  provided  that the
          aggregate amount due on all outstanding mortgages shall not be greater
          than  the  Purchase
<PAGE>

           Price of this  Agreement.  Seller  shall  give to
          Purchaser written notice of the execution of such mortgage or renewal,
          containing  the name and address of the mortgage,  the amount and rate
          of interest of such mortgage, the due date of payments and maturity of
          the  principal.  Seller  covenants  that he will meet the  payments of
          principal and interest as they mature on any mortgage now or hereafter
          placed upon the premises above described and produce  evidence thereof
          to Purchaser  upon demand.  In case Seller shall default upon any such
          mortgage,  Purchaser  shall be  entitled  to  written  notice  of such
          default  from the  mortgagee  which shall be provided  for in any such
          mortgage,  and  Purchaser  shall have the right to do the acts or make
          the payments  necessary  to cure such default and shall be  reimbursed
          for so doing by receiving, automatically, a credit applied against the
          Purchase Price at Closing.

     (d)  The proceeds from the Closing are  sufficient  and will be used to pay
          off any and all sums which may be necessary  to  discharge  all taxes,
          real estate  brokerage  commissions,  liens,  debts,  mortgages,  land
          contracts,  and other  Encumbrances on Seller's title to the Property,
          and Seller  shall  possess at the Closing and  subsequently  convey to
          Purchaser unencumbered  marketable fee simple title to the Property in
          the condition required hereunder.

          Seller hereby  warrants and represents to and covenants with Purchaser
          that each and every  warranty,  representation,  and  covenant of
          Seller set forth in this  Agreement  shall be true as of the date
          hereof and as of the Closing Date,  shall continue  thereafter in
          full force and effect and not expire,  and shall be  evidenced at
          Closing by a sworn  affidavit  executed by Seller  restating  and
          updating such representations,  warranties, and covenants. Seller
          acknowledges   that   Purchaser  is  relying  on  the   foregoing
          representations,  warranties, and covenants in entering into this
          Agreement,  and that such  representations  and  warranties are a
          material  inducement to Purchaser's  entering into this Agreement
          and proceeding with the transaction contemplated hereunder.

          Seller shall,  and  hereby  agrees  to,  at all  times  save,  defend,
          indemnify,  and  hold  Purchaser  absolutely  harmless  from  and
          against any and all claims, demands, causes of action, judgments,
          liabilities,  damages,  injuries,  losses,  costs,  and  expenses
          (including, without limitation, reasonable attorneys' fees) which
          Purchaser  may  incur as a result  of (i) any  representation  or
          warranty of Seller in this  Agreement  being found to be false or
          materially  misleading,  (ii) any  breach of any  representation,
          warranty, or covenant of Seller in this Agreement,  and (iii) any
          claim by any third party against  Purchaser or the  Property,  or
          any portion thereof,  based upon any acts or omissions  occurring
          prior to the Closing Date, except for those claims arising out of
          the acts or omissions of  Purchaser  or any  authorized  agent of
          Purchaser.

     9. Purchaser's Conditions Precedent.

          (a)  The parties hereto acknowledge and agree that this Agreement, and
               all of the  obligations of Purchaser  under this  Agreement,  are
               expressly   conditioned   upon   and
<PAGE>

               subject   to   Purchaser's determination,  in Purchaser's sole
               and absolute discretion, that the following conditions are
               satisfied:

          (i)  Purchaser shall be satisfied that the Property is suitable in all
               respects for Purchaser's  intended use and  development  thereof,
               including, without limitation, the environmental condition of the
               Property,  the soil  bearing  capacity  and the soil and  subsoil
               conditions  of  the  Property,  the  engineering  feasibility  of
               Purchaser's intended improvements at the Property,  the existence
               and availability of sanitary sewer,  storm sewer,  water service,
               and all other  utility  services,  with  sufficient  capacity for
               Purchaser's intended use and development of the Property, and the
               lack of any wetlands or other  conditions  on the Property  which
               would  interfere  with  Purchaser's  intended  development of the
               Property;
          (ii) Purchaser  shall be satisfied  that all necessary  approvals from
               the  Township  of   Chesterfield   and  all  other   governmental
               authorities  having   jurisdiction  over  the  Property  for  the
               construction of Purchaser's intended improvements at the Property
               and  for   Purchaser's   intended  use  and   operation  of  such
               improvements, including, without limitation, rezoning to a zoning
               classification  satisfactory  to Purchaser,  zoning  variances or
               special  use permits as desired by  Purchaser,  site plan or plat
               approval, and building permits, have been or can be obtained; and
          (iii)Purchaser's  receipt of a Survey and Title Insurance  Commitment,
               each of which is satisfactory in all respects to Purchaser.

          (b)  Purchaser  shall  have  until  5:00 p.m.  on March 17,  2003 (the
               "Contingency  Period"),  within which to satisfy itself as to all
               of the conditions set forth above and elsewhere in this Agreement
               (individually, a "Condition" and collectively, the "Conditions"),
               and if Purchaser  does not notify  Seller in writing prior to the
               expiration of the Contingency  Period, or any extensions thereof,
               that it has either  satisfied  itself as to all of the Conditions
               or has waived any or all of the same, then at any time thereafter
               while  Purchaser  shall  not  have  so  notified  Seller  of  its
               satisfaction  of the Conditions or waiver  thereof,  either party
               shall have the right to cancel and  terminate  this  Agreement by
               ten (10) days'  written  notice  thereof to the other  party,  in
               which event this Agreement shall be of no further force or effect
               whatsoever  and  neither  party  hereto  shall  have any  further
               liability  or  obligation  hereunder,  except  that the  Deposit,
               except to the extent provided in Paragraph 19(b) hereof, shall be
               immediately  returned to  Purchaser,  unless within such ten (10)
               day period after
<PAGE>

               receipt of such notice from  Seller,  Purchaser
               elects to proceed  with this  transaction,  and in which event so
               notifies Seller in writing.

          (c)  Seller shall cooperate with Purchaser and use its best good faith
               efforts  to  assist   Purchaser  in  attempting  to  satisfy  the
               Conditions.

     10. Waiver of Conditions or  Termination by Purchaser.  Purchaser  reserves
the right,  at its sole option,  to (a) at any time waive any of the  Conditions
and/or any conditions  precedent to the Closing and proceed with the Closing, or
(b) at any time before the expiration of the Contingency Period (as the same may
be or may have been extended) or the  termination of this  Agreement,  terminate
this  Agreement,  in either event by written  notice to Seller in which event no
party hereto shall have any further  liability or  obligation  hereunder  except
that the Deposit shall be immediately returned in full to Purchaser.

     11. Place and Time of Closing; Possession.

          (a)  The closing of the transaction  contemplated under this Agreement
               (the  "Closing")  shall take place at the offices of  Purchaser's
               attorney or the Title Company at a mutually  convenient time on a
               mutually  convenient date (the "Closing Date"), but in any event,
               no later than March 31, 2003.

          (b)  Seller shall deliver to Purchaser exclusive  possession of all of
               the  Property  on the Closing  Date,  subject to the rights of no
               persons   whatsoever.   The   Property   shall  be  delivered  in
               substantially the same condition as exists on the date hereof.

          (c)  Anything  contained  herein  to  the  contrary   notwithstanding,
               Purchaser's  obligation to Close is contingent  upon  Purchaser's
               closing on the purchase of that certain  adjacent  property  (the
               "Adjacent  Property"),  that is owned by or otherwise  subject to
               KeyBank's  right of sale, on or before the Closing,  on terms and
               conditions  satisfactory  to  Purchaser  in its sole and absolute
               discretion, it being acknowledged and agreed that Purchaser shall
               be required to close on the purchase of the Property  only if the
               Property and the Adjacent Property are both acquired by Purchaser
               at the same time. In the event that  Purchaser  does not close on
               the Adjacent  Property the Deposit shall be immediately  returned
               to  Purchaser  subject to the  provisions  contained in Paragraph
               19(b) hereof.

     12.  Default.  In the event of a breach or default  hereunder by Purchaser,
Seller may, after written  notice of default to Purchaser  specifying the nature
of such default(s) and the failure of Purchaser to cure such  default(s)  within
thirty (30) days after Purchaser's receipt of such notice,  declare a forfeiture
hereunder and retain the Deposit as liquidated damages,  the same to be Seller's
sole remedy for any breach or default hereunder by Purchaser.  In the event of a
breach or default  hereunder by Seller,  Purchaser may after  written  notice of
default to Seller  specifying  the nature of such  default(s) and the failure of
Seller to cure such default(s) within thirty (30) days after Seller's receipt of
such  notice,  (a) elect to enforce  the terms  hereof,  or (b)  demand,  and be
entitled to, an immediate refund of the Deposit, or (c) exercise any other right
or remedy  available to Purchaser  hereunder at law or in equity,  including the
right  to  specific  performance,  all of which  rights  and  remedies  shall be
cumulative.
<PAGE>

     13.  Real  Estate  Brokerage  Commissions.  Seller  hereby  represents  and
warrants to  Purchaser  that Seller has not sought nor  accepted the services of
any broker in relation to this  Agreement  or sale of the  Property  and owes no
commission to any broker in relation to this  Agreement or sale of the Property.
Seller hereby agrees to indemnify,  defend, and hold Purchaser harmless from and
against any and all real estate brokerage  commissions,  finder's fees, or other
like  charges  due  or  claimed  to be  due  from  Seller  with  respect  to the
transaction contemplated hereunder.  Purchaser hereby represents and warrants to
Seller that  Purchaser has not sought nor accepted the services of any broker in
relation to this Agreement or purchase of the Property and owes no commission to
any broker in relation to this Agreement or purchase of the Property.  Purchaser
hereby agrees to indemnify,  defend,  and hold Seller  harmless from and against
any and all real estate  brokerage  commissions,  finder's  fees,  or other like
charges due or claimed to be due from Purchaser with respect to the  transaction
contemplated hereunder.

     14. Taxes and Prorated  Items.  All taxes which have become due and payable
upon the Property as of the Closing  Date,  and all  assessments,  including all
unpaid assessments and all assessments payable in installments which have become
a lien upon the Property as of the Closing Date or which have been  confirmed by
any public authority as of the Closing Date, shall be paid in full by Seller. At
the Closing, current taxes shall be prorated and adjusted as of the Closing Date
in  accordance  with the due date basis of the  municipality  or taxing  unit in
which the Property is located,  treating  such taxes as if the same were paid in
advance.

     15. Cooperation of Seller.  From and at all times after the date hereof, in
connection with Purchaser's proposed development of the Property,  Seller agrees
(a) to sign any instruments requested by Purchaser with respect to (i) rezoning,
variances,  site plan approval, or platting of the Property or any part thereof,
(ii) the  establishment  of any  restrictions  or special  assessment  districts
relating to the Property or any part  thereof,  (iii) the  establishment  of any
easements or  dedication of public  roadways  affecting the Property or any part
thereof,  or (iv)  the  establishment  of a  condominium  project  covering  the
Property or any portion  thereof;  and (b) not to hinder or object to any of the
foregoing;  provided,  however,  that all expenses with respect to the foregoing
(other than attorneys' fees of Seller) shall be paid by Purchaser. The foregoing
contemplates  Seller's total  cooperation as and to the extent  Purchaser  shall
deem necessary and/or desirable to facilitate the development of the Property by
Purchaser.
<PAGE>

     16. Inspection of the Property by Purchaser; As Is Sale.

          (a)  Purchaser  and its agents and/or  representatives  shall have the
               right,  at any  time,  and from time to time,  to enter  upon the
               Property for the purposes of  inspecting  the Property and making
               such  soil  tests,   environmental  studies,   wetlands  studies,
               surveys,  feasibility  studies, and such other tests as Purchaser
               may desire.  All such tests shall be at Purchaser's  sole expense
               and Purchaser  shall restore the land to  substantially  the same
               condition as existed before such tests occurred.

          (b)  Except as  expressly  set forth in this  Agreement,  Purchaser is
               acquiring the Property  "As-Is" with all faults and defects,  and
               Purchaser  acknowledges  and agrees that except as expressly  set
               forth in this  Agreement,  Seller has not made, does not make and
               specifically disclaims any representations, warranties, promises,
               covenants,  agreements  or  guarantees  of any kind or  character
               whatsoever  whether  express or implied,  oral or written,  past,
               present  or  future,  as to,  concerning  or with  respect to the
               nature, quality or condition of the Property.

     17.  Delivery of  Documents by Seller  Prior to Closing.  Seller  agrees to
deliver  to  Purchaser  simultaneously  with the  execution  hereof,  and hereby
assigns,  transfers,  and conveys to Purchaser,  for Purchaser's  use, and at no
charge to Purchaser,  copies of all surveys,  engineering  feasibility  studies,
soil  tests,  engineering  plans,  blue  prints,  as-built  plans,  site  plans,
architectural plans, permits,  environmental  studies,  assessments and reports,
all other  documents  in Seller's  possession  with  respect to the  Property or
Seller's  use  thereof,  and such  other  information  and  documents  as may be
reasonably requested by Purchaser (collectively,  the "Documents"), all of which
shall  automatically and immediately  become the sole property of Purchaser upon
the  Closing,  or  promptly  returned by  Purchaser  to Seller in the event this
Agreement is terminated by Purchaser.

     18.  Condemnation.  If any  condemnation  or eminent  domain  proceeding is
commenced or threatened against the Property, or any part thereof, Seller shall,
promptly  after  obtaining  knowledge  thereof,  give  Purchaser  written notice
thereof in reasonable  detail.  In such event,  Purchaser  shall, at its option,
either (i) terminate  this  Agreement by written notice thereof to Seller within
thirty  (30)  days  after  Purchaser's   receipt  of  Seller's  notice  of  such
proceeding, in which event this Agreement shall be of no further force or effect
and no party hereto shall have any further obligation hereunder, except that the
entire Deposit shall be immediately returned to Purchaser,  or (ii) proceed with
the transaction contemplated hereunder, in which event Purchaser shall have sole
and total control over all  condemnation  or eminent domain  proceedings and the
settlement  and/or  litigation  thereof,  and receive  from Seller at closing an
assignment  of all claims,  awards,  and damages  relating to such  proceedings.
Anything contained herein to the contrary  notwithstanding,  Purchaser shall not
have the right to terminate this Agreement in connection  with any  condemnation
or eminent domain proceedings  subjecting the Property to a taking in connection
with the operation of the  Selfridge Air National  Guard parcel which is located
adjacent to the Property.
<PAGE>

     19. Deposit.

          (a)  Within five (5) business  days after the date hereof,  Purchaser,
               as  evidence  of its good  faith,  agrees  to submit to the Title
               Company  the sum of Three  Hundred  Thousand  and 00/100  Dollars
               ($300,000.00)   as  an  earnest  money  deposit   hereunder  (the
               "Deposit"),  which  Deposit  shall be held in escrow by the Title
               Company to be disbursed in accordance with the provisions of this
               Agreement.

          (b)  Unless this Agreement is earlier  terminated,  at 5:00 p.m. (EST)
               on March 17, 2003, One Hundred Twenty Thousand and 00/100 Dollars
               ($120,000.00) of the Deposit shall be non-refundable [the balance
               of the Deposit shall remain fully  refundable to Purchaser in the
               event  that  Closing  does not occur for any  reason on or before
               Closing  Date] to  Purchaser,  except  in the  event of  default,
               breach, or failure or refusal to close hereunder by Seller, or as
               otherwise provided in Paragraphs 4(c), 6, 12, and 18 and shall be
               held in escrow by the Title Company to be disbursed in accordance
               with the  provisions of this  Agreement  and applied  towards the
               Purchase Price at Closing.

     20.  Liability  of  Purchaser.  Anything  contained  herein to the contrary
notwithstanding, Seller hereby acknowledges and agrees that (a) Gaetano T. Rizzo
and Carlo J.  Catenacci  have  executed  this  Agreement  solely on behalf of an
entity to be designated by them, and (b) Gaetano T. Rizzo and Carlo J. Catenacci
shall have no personal  liability or obligation  hereunder of any kind or nature
whatsoever,  regardless  of  whether  or not  such  entity  is  ever  formed  or
designated,  and (c) the  sole  remedy  of  Seller  in the  event  of a  default
hereunder by Purchaser shall be the retention of the Deposit.

     21. Indemnification.

          (a)  Seller shall,  and hereby  agrees to, at all times save,  defend,
               indemnify,  and hold Purchaser  harmless from and against any and
               all  loss,  cost,  liability,  damage,  and  expense,  including,
               without  limitation,  reasonable  attorneys' fees,  statutory and
               ordinance violations,  penalties, and fines in connection with or
               arising from any claims, causes, damages, or injuries whatsoever,
               in,  on,  about,  or  related  to the  Property,  or any  portion
               thereof,  on or prior to the  Closing  Date,  except for  matters
               arising out of the acts or  omissions of  Purchaser,  its agents,
               representatives, contractors, and the like.

          (b)  Purchaser shall, and hereby agrees to, at all times save, defend,
               indemnify,  and hold Seller harmless from and against any and all
               loss, cost, liability,  damage, and expense,  including,  without
               limitation,  reasonable  attorneys' fees, statutory and ordinance
               violations,  penalties,  and fines in connection  with or arising
               from any claims, causes, damages, or injuries whatsoever, in, on,
               about, or related to the Property, or any portion thereof,  after
               the Closing Date,  except for matters  arising out of the acts or
               omissions of Seller,  its agents,  representatives,  contractors,
               and the like.
<PAGE>

     22.  Authority.  Each of the  persons  executing  this  Agreement  (whether
individually  or on  behalf  of an  entity)  represent  that  he or she is  duly
authorized  to  execute  this  Agreement  (on behalf of the entity for whom such
person is executing the same) and that upon such execution, this Agreement shall
be  binding  upon and  enforceable  against  them or  their  respect  entity  in
accordance with its terms.

     23.  Execution  of  Agreement.  Each of the  parties  hereto  warrants  and
represents to the other party hereto that the person executing this Agreement on
behalf of such party (a) has read this Agreement either  personally or through a
duly authorized representative,  (b) understands the contents of this Agreement,
(c) is signing as their free act and deed, without any persuasion or coercion on
the part of anyone,  after having an  opportunity to consult with and obtain the
advise of the independent legal counsel of their choice, and (d) is competent to
execute this Agreement and perform their obligations hereunder.

     24.  Use of  Words.  As used  in this  Agreement,  the  words  "hereunder",
"herein",  "hereof",  and other  words of similar  import  refer to this  entire
Agreement. Pronouns and relative words used herein shall be read interchangeably
in masculine,  feminine,  or neuter,  singular or plural, as the respective case
may be.

     25.  Notice.  Any notice or other  communication  required or desired to be
given  hereunder  shall  be  in  writing  and  shall  be  deemed  to  have  been
sufficiently given for all purposes if (a) delivered  personally to the party to
whom the same is  directed,  or (b) sent by Federal  Express  or other  national
overnight courier, charges prepaid, or (c) sent by registered or certified mail,
postage and charges prepaid, addressed to the party to whom the same is directed
at the address of such party as set forth  above,  and in the case of any notice
or other communication to Purchaser, a copy shall be simultaneously delivered or
sent in the same  manner to Wayne S.  Segal,  Esquire,  Dawda,  Mann,  Mulcahy &
Sadler,  P.L.C.,  Suite 200, 39533 Woodward Avenue,  Bloomfield Hills,  Michigan
48304,  and in the case of any notice or other  communication  to Seller, a copy
shall be  simultaneously  delivered  or sent in the same  manner to  Michael  J.
Connolly,  Esquire, Riley, Roumell & Connolly, 615 Griswold, 7th Floor, Detroit,
Michigan 48226.  Any notice which is served (i) personally shall be deemed to be
given on the date on which the same is actually served,  (ii) by Federal Express
or other national  overnight courier shall be deemed to be given on the date one
(1)  business  day after  the same is  delivered  to  Federal  Express  or other
national  overnight  courier,  provided  that the same is actually  delivered to
(whether or not refused by) the recipient in the ordinary  course,  and (iii) by
mail  shall be  deemed  to be given on the date two (2) days  after  the same is
deposited in a regularly maintained  receptacle for the deposit of United States
mail.  Any party may change its address for purposes of this Agreement by giving
the other party notice thereof in the manner hereinabove provided for the giving
of notices.
     26. Assignment.  This Agreement may be assigned or transferred by Purchaser
at any time  without the consent of, but upon notice to,  Seller,  provided  the
assignee  is an entity
<PAGE>

owned  and  controlled  in whole or in part by  GAETANO  T.  RIZZO/  or CARLO J.
CATENACCI and the assignee agrees to be specifically  bound by the terms of this
Agreement.

     27. Entire Agreement. This Agreement may be amended or modified only by the
written  agreement of all of the parties  hereto,  and the same  constitutes the
entire  agreement  between the parties hereto with respect to the subject matter
hereof and all prior negotiations are hereby merged herein.

     28.  Severability.  The provisions of this Agreement are severable.  If any
paragraph,   subparagraph,   sentence,   or   provision   shall  be  invalid  or
unenforceable,  it shall not  affect  any of the  remaining  provisions  of this
instrument,  and all provisions shall be given full force and effect  separately
from  the  unenforceable  or  invalid  paragraph,  subparagraph,   sentence,  or
provision, as the case may be.

     29. Survival of Terms.  The terms and conditions of this Agreement,  to the
extent  that  the  same  are  unfulfilled  at the  time of the  closing  of this
transaction,  including, but not limited to, the provisions of Paragraphs 8, 13,
and 15 hereof,  shall  survive the Closing and the delivery of the  contemplated
deed(s) from Seller to Purchaser and shall not expire.

     30. Time. If the deadline for performing any act would  otherwise fall on a
weekend day or a holiday,  such deadline shall  automatically be extended to the
next succeeding business day.

     31.  Governing Law. This Agreement shall be interpreted  under and governed
by the laws of the State of Michigan.

     32. No Third Party  Beneficiaries.  The  provisions  of this  Agreement are
solely for the purpose of defining the  interests of the parties,  inter se; and
no other  person  (i.e.,  a party who is not a  signatory  hereto or a permitted
successor to such  signatory  hereto)  shall have any right,  power,  title,  or
interest by way of  subrogation  or  otherwise,  in and to the  rights,  powers,
titles, and provisions of this Agreement.

     33. Binding  Effect.  The terms and  conditions of this Agreement  shall be
binding  upon and shall  inure to the  benefit of the  parties  hereto and their
respective heirs, representatives, successors, and assigns.

     34.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which shall be deemed to be an original, but all of which
together shall be deemed to be one and the same instrument.


<PAGE>

     The undersigned have executed this Agreement of Sale and Purchase as of the
date first above written.

            U.S. MUTUAL FINANCIAL CORPORATION,
            a Michigan corporation

            By:  /s/ Clifton S. Crockatt
            Clifton S. Crockatt, President

                                    "Seller"



            /s/ Gaetan T. Rizzo
            GAETANO T.  RIZZO,  not  individually,  but on behalf of an entity
            to be  designated  by  him  and  without  any  personal  liability
            whatsoever


            /s/ Carlo J. Catenacci
            CARLO J. CATENACCI,  not individually,  but on behalf of an entity
            to be  designated  by  him  and  without  any  personal  liability
            whatsoever

                           "Purchaser"

<PAGE>


                                    EXHIBIT A

                                LEGAL DESCRIPTION


          Situated in the Township of  Chesterfield,  Macomb  County,  Michigan,
     described as follows:  A part of the southeast  quarter of Section 31, Town
     3, North, Range 14 East,  Chesterfield Township,  Macomb County,  Michigan,
     more  particularly  described as:  Commencing at the east quarter corner of
     Section 31;  thence south 87 degrees 57 minutes 44 seconds west 752.30 feet
     along the east-west quarter corner of Section 31 to the Point of Beginning;
     thence  south 01 degrees 27 minutes 52 seconds east  1241.05  feet;  thence
     north 88 degrees 39 minutes 44 seconds  west 93.08  feet;  thence  south 01
     degrees 23 minutes 16 seconds west 252.65 feet;  thence north 89 32 minutes
     35 seconds west 1465.69 feet;  thence 213.13 feet along a non-tangent curve
     to the left having a radius of 533.00 feet,  a central  angle of 22 degrees
     54 minutes 40 seconds  and a chord  which bears south 03 degrees 21 minutes
     27 seconds east 211.72 feet;  thence south 14 degrees 48 minutes 47 seconds
     east 448.78  feet;  thence  104.99 feet along a tangent  curve to the right
     having a radius of 467.00 feet, a central angel of 12 degrees 52 minutes 50
     seconds and a chord which bears south 08 degrees 22 minutes 22 seconds east
     104.76 feet; thence south 01 degrees 55 minutes 57 seconds east 345.07 feet
     to the north line of M-59 (width variable);  thence the following 5 courses
     along the northerly line of M-59: 1) south 88 degrees 04 minutes 03 seconds
     west 160.00  feet;  2) thence  north 46 degrees 55 minutes 58 seconds  west
     127.28  feet;  3) thence  north 01 degree 55 minutes 57 seconds west 279.57
     feet; 4) thence north 14 degrees 48 minutes 47 seconds west 631.95 feet; 5)
     thence  north 08 degrees 05 minutes  53  seconds  east  603.00  feet to the
     easterly  line of I-94  (300.00  feet  wide);  thence  north 24  degrees 12
     minutes 13 seconds east 1050.82 feet along the easterly line of I-94 to the
     east-west quarter line of Section 31; thence north 87 degrees 57 minutes 44
     seconds east 1288.02 feet along the east-west quarter line of Section 31 to
     the Point of Beginning. Containing 59.49 acres, more or less.
<PAGE>
                                                         [EXHIBIT 10.2]

                  [LETTERHEAD OF DAWDA, MANN, MULCAHY & SADLER]



                                                  March 12, 2003

                          VIA FACSIMILE (248) 542-6153

Mr. Clifton F. Crockatt
CCG Partners
3220 Coolidge
Berkley, Michigan  48072

          Re:  Agreement of Sale and Purchase (the "Purchase Agreement") Between
               U.S. Mutual Financial  Corporation,  a Michigan  Corporation,  as
               Seller,  and  Gaetano  T.  Rizzo,  and  Carlo J.  Catenacci,  Not
               Individually,  But on Behalf of an  Entity  to be  Designated  by
               Them, as Purchaser.

Dear Mr. Crockatt:

     This  letter  evidencing  the  agreement  of Seller and  Purchase  to amend
Paragraph 19(b)  of the Purchase Agreement by deleting the date "March 17, 2003"
and by substituting in lieu thereof the date of "March 25, 2003".

     Please  indicate  your consent to the foregoing by signing on the next page
where  indicated and returning by facsimile to me today a copy of this letter as
signed by you.

     Thank you in advance for the courtesies extended.

                                               Very truly yours,

                                             AWDA, MANN, MULCAHY & SADLER, PLC

                                              /s/ Wayne S. Segal

                                                 Wayne S. Segal


Enclosures

cc:  Mr. Gaetano T. Rizzo (via facsimile)
     Mr. Carlo J. Catenacci (via facsimile)
     Ms. Loraine Malloy (via facsimile)
     Mr. Richard Ives (via facsimile)
     Ms. Deborah Addy (via facsimile)

ACKNOWLEDGED AND AGREED:

U.S. MUTUAL FINANCIAL CORPORATION,
a Michigan corporation


By:  /s/ Clifton S. Crockatt
      Clifton S. Crockatt, President


<PAGE>


                                                               [EXHIBIT 10.3]

                  [LETTERHEAD OF DAWDA, MANN, MULCAHY & SADLER]



                                                  March 25, 2003

                          VIA FACSIMILE (248) 542-6153

Mr. Clifton F. Crockatt
CCG Partners
3220 Coolidge
Berkley, Michigan  48072

          Re:  Agreement  of  Sale  and  Purchase  (as  amended,  the  "Purchase
               Agreement") Between U.S. Mutual Financial Corporation, a Michigan
               Corporation,  as  Seller,  and  Gaetano  T.  Rizzo,  and Carlo J.
               Catenacci,  Not  Individually,  But on  Behalf of an Entity to be
               Designated by Them, as Purchaser.

Dear Mr. Crockatt:

     This  letter  evidencing  the  agreement  of Seller and  Purchase  to amend
Paragraph 19(b)  of the Purchase Agreement by deleting the date "March 25, 2003"
and by substituting in lieu thereof the date of "March 28, 2003".

     Please  indicate  your consent to the foregoing by signing on the next page
where  indicated and returning by facsimile to me today a copy of this letter as
signed by you.

         Thank you in advance for the courtesies extended.

                       Very truly yours,

                       DAWDA, MANN, MULCAHY & SADLER, PLC

                       /s/ Wayne S. Segal

                       Wayne S. Segal


Enclosures

cc:      Mr. Gaetano T. Rizzo (via facsimile)
         Mr. Carlo J. Catenacci (via facsimile)
         Ms. Loraine Malloy (via facsimile)
         Mr. Richard Ives (via facsimile)
         Ms. Deborah Addy (via facsimile)


<PAGE>

ACKNOWLEDGED AND AGREED:

U.S. MUTUAL FINANCIAL CORPORATION,
a Michigan corporation


By:      /s/ Clifton S. Crockatt
      Clifton S. Crockatt, President




<PAGE>





                                                               [EXHIBIT 10.4]

                 [LETTERHEAD OF DAWDA, MANN, MULCAHY & SADLER]



                                                   April 1, 2003

                          VIA FACSIMILE (248) 542-6153

Mr. Clifton F. Crockatt
CCG Partners
3220 Coolidge
Berkley, Michigan  48072

          Re:  Agreement  of  Sale  and  Purchase  (as  amended,  the  "Purchase
               Agreement") Between U.S. Mutual Financial Corporation, a Michigan
               Corporation,  as  Seller,  and  Gaetano  T.  Rizzo,  and Carlo J.
               Catenacci,  Not  Individually,  But on  Behalf of an Entity to be
               Designated by Them, as Purchaser.

Dear Mr. Crockatt:

     This  letter  evidencing  the  agreement  of Seller and  Purchase  to amend
Paragraph 19(b)  of the Purchase Agreement by deleting the date "March 25, 2003"
and by substituting in lieu thereof the date of "April 1, 2003".

     Please  indicate  your consent to the foregoing by signing on the next page
where  indicated and returning by facsimile to me today a copy of this letter as
signed by you.

         Thank you in advance for the courtesies extended.

                                            Very truly yours,

                                            DAWDA, MANN, MULCAHY & SADLER, PLC
                                            /s/ Wayne S. Segal

                                            Wayne S. Segal


Enclosures

cc:      Mr. Gaetano T. Rizzo (via facsimile)
         Mr. Carlo J. Catenacci (via facsimile)
         Ms. Loraine Malloy (via facsimile)
         Mr. Richard Ives (via facsimile)
         Ms. Deborah Addy (via facsimile)


<PAGE>

ACKNOWLEDGED AND AGREED:

U.S. MUTUAL FINANCIAL CORPORATION,
a Michigan corporation


By:      /s/ Clifton S. Crockatt
      Clifton S. Crockatt, President

<PAGE>


                                                  [EXHIBIT 10.5]
                               FOURTH AMENDMENT TO
                         AGREEMENT OF SALE AND PURCHASE


     This  Fourth   Amendment  to  Agreement  of  Sale  and  Purchase   ("Fourth
Amendment"),  is made and entered into as of the 1st day of April,  2003, by and
between U.S. MUTUAL FINANCIAL  CORPORATION,  a Michigan corporation  ("Seller"),
and GAETANO T. RIZZO and CARLO J. CATENACCI,  not  individually but on behalf of
an  entity  to be  designated  by them  ("Purchaser"),  and is  based  upon  the
following:

     A. Seller and Purchaser have previously entered into a certain Agreement of
Sale and Purchase, dated as of February __, 2003 (the "Agreement"), with respect
to a certain  parcel of land  located in the  Township of  Chesterfield,  Macomb
County, Michigan as more particularly described in the Agreement.

     B. Seller and Purchaser  have amended the  Agreement  pursuant to a certain
letter agreement dated March 12, 2003 (the "First Amendment"),  letter agreement
dated March 28, 2003 (the "Second Agreement"),  and letter agreement dated April
1, 2003 (the "Third Amendment"),  and now desire to further amend the Agreement,
as more particularly set forth herein.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
adequacy of which are hereby  acknowledged by each of Seller and Purchaser,  and
further, in consideration of the mutual covenants,  promises, and agreements and
subject to the terms,  provisions,  and conditions contained herein, the parties
agree as follows:

     1. All capitalized terms used but not defined herein shall have the meaning
ascribed to such terms in the
Agreement.

     2. Paragraph  11(a) of the Agreement is hereby amended by deleting the date
"March 31,  2003" and by  substituting  in lieu  thereof  the date of "April 30,
2003".

     3. Paragraph  19(b) of the Agreement is hereby amended by deleting the date
"April 1, 2003" and by substituting in lieu thereof the date "April 11, 2003".

     Paragraph  19(b) of the Agreement is hereby further amended by deleting the
sum of "One Hundred  Twenty-Thousand  Dollars ($120,000.00)" and by substituting
in lieu thereof the sum of "Two Hundred Thousand Dollars ($200,000.00)".

     4.  Paragraph 26 of the Agreement is hereby amended by adding a sentence at
the end thereof as follows:

     "Gaetano T. Rizzo and Carlo J. Catenacci hereby designate Chesterfield Town
Center  LLC,  a Michigan  limited  liability  company,  a newly  formed  limited
liability company in which they have a controlling  interest, as the entity that
will perform the obligations of Purchaser under this Agreement as of the Closing
Date and all rights and  obligations  of Gaetano T. Rizzo and Carlo J. Catenacci
under this Agreement are hereby assigned to said Chesterfield Town Center LLC."

     5. New Paragraph 34 is hereby added to the Agreement as follows:

     34. Delivery of Documents to Seller. If closing of the subject  transaction
does not occur as herein  contemplated  through  no fault or  default of Seller,
then Purchaser  agrees to




<PAGE>

deliver to Seller  promptly  after the  termination of
this  Agreement,  for Seller's  use,  and at no charge to Seller,  copies of all
surveys and environmental reports in Purchaser's  possession with respect to the
Property,  which shall be delivered to Seller  without any  representations  and
warranties  whatsoever  by Purchaser and which shall be relied upon by Seller at
its sole risk.

     6. Except as specifically  modified or amended by the First Amendment,  the
Second Amendment,  the Third Amendment and this Fourth Amendment,  the Agreement
and all of the terms, covenants,  conditions, and provisions thereof, are hereby
ratified  and  confirmed  in their  entirety  and shall remain in full force and
effect.  This Fourth Amendment  constitutes the entire and complete agreement of
the parties with respect to its subject matter.

     7. This  Fourth  Amendment  shall be  binding  upon and shall  inure to the
benefit of the  parties  hereby  and their  respective  heirs,  representatives,
successors, and assigns.

     8. This Fourth  Amendment  may be  executed in any number of  counterparts,
each of which shall be deemed to be an original, but all of which together shall
be deemed to be one and the same  instrument.  A  facsimile  signature  shall be
effective as an original signature.

     The  undersigned  have executed this Fourth  Amendment to Agreement of Sale
and Purchase as of the date first above  written.  The  execution of this Fourth
Amendment by  Chesterfield  Town Center LLC  constitutes  the  agreement of such
party to accept such  assignment and to be bound by and perform all  obligations
of Purchaser under the Agreement, as amended.



                         [SIGNATURES ON FOLLOWING PAGE]


<PAGE>

SELLER:
U.S. MUTUAL FINANCIAL CORPORATION,
a Michigan corporation
By: /s/Clifton S. Crockatt
Its:  President

      PURCHASER:


      /s/ Gaetano T. Rizzo
      GAETANO T.  RIZZO,  not  individually,  but on behalf of
      Chesterfield   Town  Center  LLC,  a  Michigan   limited
B     liability  company,  and without any personal  liability
      whatsoever



      /s/ Carlo J. Catenacci
      CARLO J. CATENACCI,  not individually,  but on behalf of
      Chesterfield   Town  Center  LLC,  a  Michigan   limited
      liability  company,  and without any personal  liability
      whatsoever

      CHESTERFIELD TOWN CENTER LLC,
      a Michigan  limited  liability  company,  as assignee of
      Purchaser
      By:  /s/ Gaetano T. Rizzo
      Gaetano T. Rizzo
      By:  /s/ Carlo J. Catenacci
      Carlo J. Catenacci







                       [SIGNATURE PAGE TO FOURTH AMENDMENT
                       TO AGREEMENT OR PURCHASE AND SALE]




<PAGE>

                                                                [EXHIBIT 10.6]


                             PARTICIPATION AGREEMENT


     THIS  AGREEMENT is made as of the 30th day of April,  2003,  by and between
KEYBANK NATIONAL ASSOCIATION ("Principal") and U.S. MUTUAL FINANCIAL CORPORATION
("Participant").

     WHEREAS, Principal has made a loan (the "Loan") to CHESTERFIELD TOWN CENTER
LLC,  a Michigan  limited  liability  company  (the  "Borrower"),  which Loan is
evidenced by the Borrower's  note dated April 30, 2003, in the principal  amount
of $1,700,000.00  (the "Note"),  and secured by a mortgage dated April 30, 2003,
from  Borrower  to  Principal   covering  certain  real  property  located  (the
"Property") in Chesterfield Township,  Macomb County, Michigan (the "Mortgage"),
which together with the Note and all other documents evidencing and securing the
Loan  including  those  documents  set forth on  Exhibit A  attached  hereto are
hereinafter referred to collectively as the "Loan Documents";

     WHEREAS,  Participant  desires to  purchase  an  interest  in the Loan from
Principal, and Principal has agreed to sell an interest therein to Participant.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1. Sale of Participation  Interest.  Subject to the terms and conditions of
this  Agreement,  Principal  hereby  sells and agrees to sell,  and  Participant
hereby purchases and agrees to purchase, an undivided  participating interest in
the Loan and all  security,  guaranties  and  collateral  securing or supporting
repayment of the Loan (singly and collectively, the "Collateral"), including but
not  limited  to the Loan  Documents,  in the  principal  amount of  $450,500.00
(26.5%).

     Without limiting the meaning of Collateral, Principal and Participant agree
that all deposits or other  property of the Borrower or any Guarantor  which are
or will be held by Principal shall be deemed to be Collateral hereunder. Without
limiting  the meaning of  Collateral,  the Loan will be  guaranteed  pro rata by
Gaetano T. Rizzo, Carlo J. Catenacci and Joseph E. Catenacci ("Guarantors").

     Principal   shall  promptly   furnish   Participant   with  copies  of  all
documentation  pertaining to the Loan and the  Collateral.  In addition,  to the
extent that the  documents  received  by  Participant  were (are) not  executed,
recorded  and/or  filed,  as  appropriate,   Principal  shall  promptly  furnish
Participant  with executed,  recorded  and/or filed copies of the documents upon
receipt by Principal.

     2.  Disbursement  of Loan  Proceeds.  The  proceeds  of the  Loan  shall be
disbursed  to Borrower in the manner set forth in the Loan  Agreement.  Prior to
any  disbursement  of the proceeds of the Loan, the conditions  specified in the
Loan  Documents  shall have been  satisfied,  except for such  conditions as are
waived by Principal with the prior written consent of  Participant.  Participant
shall purchase for cash (in immediately available funds by bank-wire transfer or
Federal funds or other means mutually satisfactory to Principal and Participant)
on the day of such demand,  Participant's share of the Loan.  Principal's demand
with respect thereto shall constitute Principal's  representation to Participant
that to the  best of  Principal's  knowledge,  the  conditions  for the  Loan as
contained  in the Loan  Documents  shall have been  fulfilled.  Upon  receipt of
Participant's  share of the Loan,  Principal  shall:  (i) execute and deliver to
Participant a participation  certificate substantially in the form of Exhibit B,
with appropriate insertions, evidencing Participant's share, and (ii) deliver to
Participant  copies of all instruments  and documents  executed and delivered by
Principal and Borrower in connection therewith.


<PAGE>

     3.  Loan  Documents;  Records.  Principal  shall  hold all  Loan  Documents
delivered in connection  with the Loan for the benefit of itself and Participant
in accordance with their respective proportionate shares. Principal shall at all
times  keep  proper  books of  accounts  and  records  at its  principal  office
reflecting Participant's proportionate share in the Loan, which records shall be
accessible for inspection by Participant and the examining  regulatory authority
at all reasonable  times,  during business hours and upon  reasonable  notice to
Principal.

     4. Defaults.  Principal agrees to give Participant notice of the occurrence
of any of the  following,  within five (5)  business  days after  Principal  has
received notice thereof:

          (i)  any default under the Loan Documents;

          (ii) any event which has a material adverse effect on the value of any
               of the Collateral; or

          (iii)any event which has a material  adverse  effect on  Borrower's or
               any Guarantor's  ability to repay the Loan in accordance with the
               provisions of the Loan Documents.

Participant  agrees to give  Principal  notice of the  occurrence  of any of the
foregoing  which  Participant  acquires or receives  from any source  other than
Principal within five (5) business days of acquisition or receipt thereof. Prior
to the default of the  Borrower,  Principal  shall  decide upon the  exercise or
non-exercise  of any and all rights,  actions or proceedings in connection  with
the Loan. Any legal action shall be taken in the name of Principal only.

     5.  Fees.  Anything  to  the  contrary  contained  herein  notwithstanding,
Participant  hereby  acknowledges  that  Principal  shall  service  the  Loan in
accordance with the terms hereof for a monthly fee in the amount of $100.00,  to
be collected monthly from interest payments received by the Principal. Such sums
shall reduce the interest payments received by Participant

     6.  Payments  to  Participants.  Principal  shall  collect,  when due,  all
payments of principal and interest on the Loan,  together with any other amounts
due on or payable in  connection  with the Loan  Documents,  including,  but not
limited  to,  any and all  loan  fees,  prepayment  fees  or  premiums,  default
penalties,  late charges and breakage  costs,  and promptly upon receipt thereof
shall pay over to Participant its  proportionate  share of such payments as well
as any monies received by Principal upon the  satisfaction of the Loan or a sale
or  other  disposition  of any item of  Collateral  therefor  (the  "Property"),
whether in a foreclosure  proceeding or otherwise;  any amount received from any
Guarantor or other person liable on the Loan, and any amount  received by setoff
or  otherwise,  and  whether  payment is  voluntary  or  involuntary;  provided,
however,  that Principal  shall not be required to pay over to  Participant  any
portion of tax  escrows,  insurance  proceeds  or  condemnation  awards or other
monies  which are to be held or applied to  restoration  or  otherwise  used and
applied  by  Principal  pursuant  to the  terms of the Loan  Documents  or under
applicable  law to the  extent  such  sums are not  applied  against  principal,
interest  or any  other  amounts  due or  payable  in  connection  with the Loan
Documents (it being  understood that Principal shall hold all such monies solely
for the purposes of the Loan and for no other purpose). Losses shall be borne by
Principal and Participant according to their respective  participation interests
herein. Upon request (but not more frequently than quarterly), Participant shall
have the right to an accounting  for all monies or other property so received by
Principal.  Each such  disbursal to Participant  shall be  conditioned  upon the
validity and permanency of  Principal's  claim to the  corresponding  payment so
that if any such  payment  should  be  recovered  from  Principal  or  denied to
Principal by any trustee in  bankruptcy or otherwise,  Participant  shall,  upon
notice thereof from Principal,  refund the corresponding  disbursal to Principal
to the extent the corresponding payment shall have been recovered from or denied
to Principal,




<PAGE>

but without interest (unless Principal is required to pay interest
on the  amount  so  recovered),  and all  entries  pertaining  thereto  shall be
reversed.

     Participant  shall apply each  principal  payment  received from  Principal
pursuant  to  this  Participation  Agreement  to the  appropriate  participation
certificate or  certificates  held by  Participant.  Upon payment in full of any
participation  certificate as aforesaid,  Participant shall forthwith return the
same to Principal.

     7. Releases; Waivers. Subject to the provisions of Section 8 below, without
the prior written consent of Participant (and even if otherwise  provided for by
the  terms of any of the  Loan  Documents),  Principal  shall  not:  (a) make or
consent to any release of  Borrower or any  Guarantor  from any  liability,  (b)
waive any claim or rights  against  Borrower under the Loan Documents or against
any Guarantor,  standby creditor or obligor of the liabilities  thereunder,  (c)
extend  the  maturity  of the Loan,  (d)  change  the  amount of any  payment of
principal,  interest,  fees or other  amounts due under the Loan  Documents,  or
extend the payment dates for such principal,  interest,  fees or other amounts ,
or change the rate of interest,  (e) change the method of computing  interest on
the  Note,  (f)  change  the  schedule  for  payment  of the Loan,  (g)  advance
additional  funds other than to  protection  of  Collateral,  (h)  institute any
judicial action or foreclosure  proceedings against Borrower or any Guarantor of
the liabilities thereunder, or accept a deed in lieu of foreclosure,  or sell or
dispose of any Collateral; (i) make or consent to any release,  substitutions or
exchange of any of the Collateral,  (j) consent to the sale, transfer, pledge or
assignment  of  any of  the  Collateral  or of any  security  interest  in  said
Collateral  by Borrower,  or (k) consent to an  assignment of the Loan or any of
the Loan  Documents  by  Borrower or any  Guarantor.  Principal  shall  promptly
furnish Participant with a copy of each amendment,  renewal, extension, release,
substitution or waiver which is given to and/or executed by the Borrower.

     8. Modification;  Enforcement.  Notwithstanding  any of the foregoing terms
and conditions of this Agreement,  in the event of default by Borrower under the
terms of the Loan Documents,  if Principal and Participant cannot agree,  within
five (5) business days after such  default,  on a course of action or non-action
proposed by any of them,  whether on one or more occasions,  with respect to the
enforcement of any right, claim or obligation against Borrower or any Guarantor,
including,  without limitation:  (i) filing suit, (ii) joining in a petition for
bankruptcy,  (iii)  entering  into  a  "work-out"  agreement,   agreement  among
creditors,  or  any  combination  thereof,  or  other  similar  agreement,  (iv)
foreclosing or acquiring,  servicing or disposing of collateral,  or (v) selling
or leasing property acquired by foreclosure or other means, then the decision of
the party(ies) holding a majority interest of the Loan shall be binding upon the
other  party(ies);  in all other cases, the Principal shall decide upon a course
of action or non-action exercising  reasonable judgment,  and shall be liable to
Participant only in the event of gross negligence or willful misconduct.

     Notwithstanding  anything  contained  herein  to  the  contrary,  upon  the
occurrence of any Emergency  Event,  as that term is defined  herein,  Principal
shall be authorized to take such action as Principal shall in good faith deem to
be necessary to prevent irreparable  permanent harm to Principal and Participant
in connection with the Loan, and shall  immediately  notify  Participant of such
action.  The  power  granted  to  Principal  herein  upon the  occurrence  of an
Emergency Event shall extend only to measures  immediately  necessary to prevent
such harm, and any further  action taken in addition to such emergency  response
must be  approved  by  Participant  as  provided  herein.  For  purposes of this
paragraph,  an  Emergency  Event  shall mean any  situation  which  would  cause
irreparable permanent damage to Principal and Participant in connection with the
Loan if not acted upon by Principal immediately. Principal shall be protected in
relying  on a  written  opinion  of  counsel  addressed  to both  Principal  and
Participant that an Emergency Event exists.


<PAGE>

     9. Reimbursement.  Participant shall, upon request,  promptly advance to or
reimburse  Principal for  Participant's  proportionate  share of any  reasonable
expenses and  liabilities,  including  attorney  fees,  incurred by Principal in
enforcing  the  Loan  Documents,  or  for  which  Principal  may  be  or  become
responsible  for under the Loan  Documents or in  connection  with the making or
collecting of the Loan or any part thereof to the extent not promptly  collected
from Borrower,  any Guarantor,  any Collateral or otherwise  promptly  recovered
("Loan  Expenses").  To the  extent  that  Principal  recovers  any such  costs,
expenses and  disbursements  for which  Participant  has  previously  reimbursed
Principal,  Principal shall promptly, upon such recovery,  refund to Participant
its pro rata share of such recovery. In the event of the acquisition of title to
any Property,  this  Agreement  shall  continue in full force and effect and (a)
Participant shall be deemed to have an undivided interest in such Property equal
to Participant's  proportionate  share, (b) Participant  shall pay Participant's
proportionate  share of liabilities and expenses for maintenance and taxes,  and
of building costs,  and any and all other expenses  necessary in connection with
the holding,  completion,  management  and/or sale or other  disposition of such
Property, and (c) all material decisions in respect to the holding,  completion,
management  and/or sale or other disposition of such Property shall be made in a
manner set forth in Paragraph 8 hereof.  If Participant shall fail to so advance
or  reimburse  Principal  for  Participant's  proportionate  share  of any  Loan
Expenses,  Principal  shall repay  Principal  for such Loan  Expenses from funds
otherwise payable to Participant on account of Participant's proportionate share
of the Loan.

     10. Sale or Assignment by  Participant  Prohibited.  Participant  shall not
sell,  assign or  otherwise  dispose of all or any part of its share of the Loan
without the prior written approval of the Principal,  which approval will not be
unreasonably  withheld  or  delayed.  It is  understood  that  any  transfer  by
Participant to affiliates which are wholly-owned subsidiaries of the Participant
or the parent companies of Participant are unlimited.

     11. Participant's Credit Decision.  Participant has received from Principal
copies of financial information regarding the Guarantors,  which Participant has
returned to Principal  without  retaining  any copies  thereof.  Participant  is
otherwise familiar with the Property and is not relying on any representation of
Principal   other  than  as  set  forth  in  this   Agreement  with  respect  to
Participant's decision to purchase its interest in the Loan
hereunder.

     Except as otherwise set forth herein, Principal makes no express or implied
warranty of any kind in respect of the Loan Documents or any related  writing or
in respect of Borrower or any person or entity dealing with Principal in respect
of the foregoing,  and Principal assumes no responsibility  for any liability or
obligation  of  Borrower  or of any other  person or  entity in  respect  of the
foregoing.  Without  limiting the generality of the foregoing,  Principal  shall
have no responsibility  for (a) the solvency or financial  condition of Borrower
or  of  any  other  person  or  entity,   (b)  any   representation,   warranty,
certification or statement made by Borrower or any other person or entity in the
Loan  Documents or in any related  writing or  elsewhere,  (c) the  genuineness,
validity,  sufficiency or enforceability of the Loan Documents or of any related
writing  or  elsewhere,   (c)  the   genuineness,   validity,   sufficiency   or
enforceability  of the Loan  Documents  or of any  related  writing,  or (d) the
performance  or  observance  by  Borrower  or any other  person or entity of any
agreement or other obligation under the Loan Documents or any related writing or
otherwise.  No action (including but not limited to the review of the affairs of
the  Borrower)  or  inaction  by  Principal  shall be deemed to  constitute  any
representation or warranty on Principal's part.

     All losses, including but not limited to those resulting from the foregoing
matters,  shall  be borne  by the  parties  in  proportion  to their  respective
proportionate shares in the Loan. In discharging its responsibilities under this
Agreement,  Principal  shall exercise the same  reasonable  judgment as it would
exercise in the  performance of its own business  affairs.  Notwithstanding  the
foregoing,  Principal  shall  only be  liable  for  losses  caused  by the gross
negligence or willful misconduct of Principal or its agents.


<PAGE>

     Participant  acknowledges  receipt  of a copy of all of the  documents  set
forth in  Exhibit A which is  attached  hereto  and  approves  all of the terms,
provisions, premises and agreements contained therein.

     12. Limitation on Principal's Liability.  Although Principal shall endeavor
to provide  Participant with complete and current credit information  pertaining
to Borrower on an ongoing basis,  no liability shall be incurred by Principal as
a result of Principal's  failing to furnish such information and Principal shall
be  under no duty or  obligation  to keep  Participant  informed  or to  furnish
Participant copies of any other writings from time to time received by Principal
from  Borrower,   except  as  otherwise   provided   herein.   By  signing  this
Participation Agreement,  Participant acknowledges that Participant has and will
continue to take such action and make such  investigation  as Participant  deems
necessary to inform Participant and to keep Participant  informed as to Borrower
and its affairs (including but not limited to Borrower's financial condition and
other matters  pertaining to Borrower's  credit  standing from time to time) and
that Principal  shall have no  responsibility  to Participant  for any errors or
omissions in any information that Principal furnishes to Participant  pertaining
to  Borrower.  Principal  shall  endeavor to use the same care in respect of the
Loan  Documents  and the related  writings as if each loan made  pursuant to the
Loan Documents were for Principal's own account solely, and Participant shall be
satisfied  with such  degree of care on the  Principal's  part as  results  from
Principal's  attending to its own interest in the  situation.  Principal's  only
responsibilities shall be to apply all payments received by Principal in respect
of the Loan Documents and the Note as provided in this  Participation  Agreement
and to  endeavor  to  provide  Participant  with  complete  and  current  credit
information  pertaining  to Borrower  on an ongoing  basis and not to act in bad
faith.   Notwithstanding   the  foregoing,   Principal   agrees  to  furnish  to
Participant,  promptly  after  Principal's  receipt,  all financial  statements,
reports  and  other  documents  and  information  required  to be  furnished  to
Principal by Borrower or any Guarantor.

     13. Recoveries.  If Participant should obtain any advantage (as hereinafter
defined) whatever over Principal or any other participant, whether the advantage
be obtained voluntarily or involuntarily or by set-off or otherwise,  then, upon
Principal's  written  demand,  Participant  will  forthwith  nullify  each  such
advantage by  purchasing  from  Principal,  at par and for cash,  an  additional
participation  in the Loan and Note, the additional  participation to be in such
principal  amount as will result in Participant  again having a participation in
the Loan and  Note,  equal to the  percentage  specified  in this  Participation
Agreement.  On the other hand, should any such advantage thereafter be recovered
in whole or in part from  Participant,  the related  purchase  of an  additional
participation  shall be rescinded and the purchase price restored to Participant
to the extent of the  recovery,  but without  interest  (unless  Participant  is
required  to  pay  interest  on  the  amounts  so  recovered).  As  used  herein
"advantage"  means any payment  (whether made voluntarily or  involuntarily,  by
offset of any deposit or other  indebtedness  or otherwise)  that is received by
Participant  from any source other than  Principal and applied by Participant to
Participant's participation hereunder.

     14.  Principal's  Representations.  Principal  represents  and  warrants to
Participant  that (a)  Principal  has full power and authority to enter into and
perform this Participation Agreement and (b) immediately upon the closing of the
Loan,  Principal  will remain in  possession  of the  original  Loan  Documents.
Participant  represents and warrants to Principal that it has the full power and
authority  to enter  into and  perform  this  Participation  Agreement.  Nothing
contained in this Participation  Agreement shall be deemed to prohibit Principal
or Participant from entering into any other credit arrangements with Borrower.

     15. Loan Not a Security.  The  interest  in the Loan sold by  Principal  to
Participant hereunder shall not be deemed to be securities within the meaning of
the Securities  Act of 1933,  the Securities  Exchange Act of 1934 or applicable
laws of the State of  Michigan.  It is the  intent and  purpose  of the  parties
hereto that this  Agreement  represent a sale by Principal to  Participant of an
undivided  participation  in the  Loan and the Loan  Documents  and the  rights,
benefits  and  obligations  arising  therefrom.


<PAGE>

Anything in this  Participation  Agreement  (express or implied) to the contrary
notwithstanding, this Participation Agreement shall not be deemed to represent a
loan from Participant to Principal.

     16. Principal's Right to Repurchase Participating Interest. Principal shall
have the right (but not the duty) to purchase a Participant's  participation  in
the Loan at any time for cash. The repurchase  price shall equal the sum paid by
Participant  for  its  Participating   Interest  (less  any  principal  payments
previously made to Participant), plus all accrued but unpaid interest in respect
of such participant  interest  computed to the date of repurchase plus all other
amounts due  Participant  in respect of its  participating  interest,  including
without limit prepayment fees, commitment fees, default penalties,  late charges
and breakage costs,  computed to the repurchase date less any unreimbursed  Loan
Expenses.  The  repurchase  price  shall  be paid at the time of  repurchase  in
immediately available funds;  provided,  however, no such purchase shall be made
if such purchase would violate  Sections 23A or 23B or any comparable  provision
of the Federal Reserve Act, as the same may be amended from time to time. Should
Principal  do  so,  Participant  shall  forthwith   appropriately  endorse  each
participation  certificate  outstanding  hereunder and return it, so endorsed to
Principal.

     17. Successors and Assigns; Assignments by Participant. This Agreement will
be binding  upon and insure for the benefit of  Principal  and  Participant  and
their  respective  successors and permitted  assigns.  Neither  Participant  nor
Principal   shall  sell,   assign,   transfer  or  grant  a   participation   or
subparticipation  in all or any part of or its participation in the Loan without
the prior written consent of all other parties hereto, except as permitted under
Section 10 herein.

     18. Confidentiality.  Participant agrees not to disclose to any third party
any non-public  information  received from Principal  pursuant to this Agreement
with respect to the Borrower,  any Guarantor,  or any other obligor under any of
the  Loan  Documents,  except  to the  extent  required  by legal  process,  any
applicable regulatory or administrative body or any representative thereof or as
otherwise required by any applicable law.  Participant agrees to be bound by any
confidentiality  provisions  contained  in  any  of  the  Loan  Documents  as if
Participant was the lender under the Loan Documents.  Participant  agrees not to
use any  non-public  information in a manner  prohibited by any law,  including,
without  limitation,  the securities  laws of the United  States.  The foregoing
terms and the terms of any confidentiality agreement executed by Participant and
Principal shall survive the execution of this Agreement and payment of the Loan.

     19. Entire  Agreement.  This  Agreement  embodies the entire  agreement and
understanding between the parties hereto and supersedes all prior agreements and
understanding  between the parties hereto relating to the subject matter hereof.
Notwithstanding   the  foregoing,   this  Agreement   shall  not  apply  to  any
participation   by  Principal  to  Participant   that  is  not  evidenced  by  a
participation certificate.

     20.  Relationship  of  Parties.  The  relationship  between  Principal  and
Participant  shall be that of a seller  and  purchaser.  Principal  shall not be
deemed to be a trustee for  Participant or to have any fiduciary  obligations to
Participant.  This  Agreement  shall not be construed to create a partnership or
joint venture  between the parties hereto.  The obligations of the  Participants
hereunder shall be several, and not joint, in
all respects.

     21.  Termination;  Amendments.  Except as otherwise  provided herein,  this
Agreement  shall  continue  in full  force  and  effect  until  the Loan and the
participations   have  been  paid  in  full.  In  the  event  that  any  losses,
liabilities,  costs or expenses are incurred by Principal  after the termination
of this Agreement in connection with the Loan, this Agreement shall be deemed to
be reinstated with respect to such losses, liabilities,  costs or expenses. This
Agreement  may not be  amended,  modified,  waived or changed  except in writing
signed by all parties hereto.


<PAGE>


     22.  Notices.  All notices and other  communications  under this  Agreement
shall be in writing and shall be (a)  personally  delivered,  (b)  delivered  by
courier,  (c) transmitted by facsimile,  (d) transmitted  electronically  or (e)
transmitted by postage prepaid  registered  mail. In each case, such notices and
other  communications  shall be sent to the other party  hereto at its  address,
facsimile  number or email  address  set forth  below or at such other  address,
facsimile  number or email  address as may hereafter be designated in writing by
such  party or in  effect  at the time  notice is  given.  All such  notices  or
communications  shall be deemed to have been given on (a) the date  received  if
delivered  personally or by courier, (b) the date of transmission if transmitted
by  facsimile  or email and if  confirmation  of  receipt  is  received  back by
facsimile  or email,  or (c) three  business  days  after the date of posting if
transmitted by mail.

         Principal:        KeyBank National Association
                           100 S. Main Street
                           Ann Arbor, Michigan 48104
                           Fax No. (734) 741-6753
                           Attn:  David F. Baker, Senior Vice President
                           Email: david_f_baker@keybank.com

         Participant:      U.S. Mutual Financial Corporation
                           c/o CCG Partners
                           3220 Coolidge
                           Berkley, Michigan 48072
                           Fax No. (248) 542-6153
                           Attn:  Clifton S. Crockatt, President
                           Email: ccrockatt@earthlink.net

     23.  Governing  Law. This  Participation  Agreement  shall be  interpreted,
construed  and  enforced in  accordance  with the laws of the State of Michigan.
This  Participation  Agreement  shall  be  subject  to all  applicable  laws and
official orders, rules and regulations,  and, in the event any provision of this
Participation  Agreement is, or the transactions  contemplated hereby are, found
to be inconsistent with or contrary to any such laws or official orders,  rules,
or regulations,  the latter shall be deemed to control,  and this  Participation
Agreement shall be regarded as modified accordingly,  and, as so modified, shall
continue in full force and effect.

     24.  Counterparts.  This Participation  Agreement may be executed in two or
more counterparts, each of which, when taken together, shall constitute a single
agreement.

     25. No Third Party  Beneficiary.  No person or entity  shall be entitled to
claim any beneficiary status as to any right or obligation hereunder, other than
the parties hereto or their successors and permitted assigns.

     26. Other  Participations.  Principal  represents  that it has not sold any
other participation in the Loan, except to the Participant.

                         [SIGNATURES ON FOLLOWING PAGE]


<PAGE>



     IN WITNESS WHEREOF, Principal and Participant have caused this Agreement to
be duly executed as of the day and year first above written.

PRINCIPAL:                                                PARTICIPANT:

KEYBANK NATIONAL ASSOCIATION                U.S. MUTUAL FINANCIAL CORPORATION


By:  /s/ David F. Baker                    By:  /s/ Clifton S. Crockatt
         David F. Baker                         Clifton S. Crockatt
Its:     Senior Vice President                   Its:  President






                   [SIGNATURE PAGE TO PARTICIPATION AGREEMENT]




<PAGE>



                                                     EXHIBIT A

                                                  LOAN DOCUMENTS


     1. Promissory Note dated April 30, 2003, in the original  principal  amount
of $1,700,000.00 executed by Borrower and payable to the order of Principal.

     2. Real Estate Mortgage dated April 30, 2003, executed by Borrower in favor
of Principal  pertaining to premises  located in Chesterfield  Township,  Macomb
County, Michigan (the "Mortgaged Premises").

     3. Payment  Guaranty  dated April 30,  2003,  executed by Gaetano T. Rizzo,
individually and as trustee of the Gaetano T. Rizzo Living Trust Under Agreement
Dated August 30, 1983, as amended ("Guarantor"), in favor of Principal.

     4. Payment  Guaranty dated April 30, 2003,  executed by Carlo J. Catenacci,
individually  and as trustee of the Carlo John Catenacci  Revocable  Trust u/a/d
February 20, 1978, as amended by amendments dated January 1, 1997,  September 3,
1997,  December  22,  1999 and  December  23,  1999  ("Guarantor"),  in favor of
Principal.

     5. Payment Guaranty dated April 30, 2003,  executed by Joseph E. Catenacci,
individually  and as trustee of the Joseph E.  Catenacci  Revocable  Trust u/a/d
February 13, 1978, as amended by amendments  dated January 1, 1997 and September
3, 1997 ("Guarantor"), in favor of Principal.




<PAGE>
                                                 EXHIBIT B


                                           KeyBank National Association

                                                   June 18, 2003

To:      U.S. Mutual Financial Corporation
         c/o CCG Partners
         3220 Coolidge
         Berkley, Michigan 48072
         Attn:  Clifton S. Crockatt, President

         Subject:          Participation  in  $1,700,000.00  loan (the  "Loan")
                           to  Chesterfield  Town  Center LLC ("Borrower")

Dear Mr. Crockatt:

     Pursuant to the Loan with Borrower evidenced by Borrower's  Promissory Note
dated as of April 30,  2003, we granted  Borrower a Loan in the principal sum of
One Million Seven Hundred Thousand and 00/100 Dollars ($1,700,000.00).

     Pursuant to our Participation Agreement with you, we acknowledge receipt of
Four Hundred Fifty Thousand Five Hundred and 00/100 Dollars  ($450,500.00)  from
you in  respect  of  your  participation  in the  Loan  and we  issue  you  this
participation   certificate  to  evidence  that  participation  subject  to  the
provisions of the Participation Agreement.


                                     KEYBANK NATIONAL ASSOCIATION


                        By: /s/ David F. Baker
                          Its:     Senior Vice President





<PAGE>

                                                              [EXHIBIT 10.7]


                                 PROMISSORY NOTE


U.S. $1,700,000.00                                 As of April 30, 2003


     FOR VALUE  RECEIVED,  CHESTERFIELD  TOWN  CENTER  LLC, a  Michigan  limited
liability  company,  having an address at 45000  River Ridge  Drive,  Suite 200,
Clinton  Township,  Michigan 48038  ("Borrower"),  hereby promises to pay to the
order  of  KEYBANK  NATIONAL   ASSOCIATION,   a  national  banking   association
("Lender"),  having an  address at 100 South Main  Street,  Ann Arbor,  Michigan
48104,  the  principal  sum of One Million  Seven  Hundred  Thousand  and 00/100
Dollars  ($1,700,000.00),  and  interest  from the date hereof on the balance of
principal from time to time outstanding, in United States currency, at the rates
and at the times hereinafter described.

     This Note is secured by that  certain  Real  Estate  Mortgage  of even date
herewith (the "Mortgage") made by Borrower in favor of Lender. Capitalized terms
used and not otherwise  defined  herein shall have the meanings given to them in
the Mortgage.

     1. Interest and Payments.

     (a) Interest.  The principal  amount hereof  outstanding  from time to time
shall bear interest until paid in full at the Adjusted Prime Rate.

     (b)  Interest  Payments.  Interest  only shall be payable in arrears on the
same day of each  calendar  month after the date hereof up to and  including the
Maturity  Date in the amount of all  interest  accrued  during  the  immediately
preceding calendar month.

     (c) Principal Payments. In the event Borrower has not obtained PUD Approval
(i) by April 30, 2004,  Borrower shall make a principal  payment on this Note in
the amount of $250,000.00,  and (ii) by October 30, 2004, Borrower shall make an
additional principal payment on this Note in the amount of $250,000.00.

     (d) Prepayments.  Borrower shall have the right to make prepayments of this
Note, in whole or in part, without prepayment  penalty.  No prepayment of all or
part of this Note  shall be  permitted  unless  same is made  together  with the
payment of all interest accrued on this Note through the date of prepayment.

     (e) Maturity Date. The  indebtedness  evidenced  hereby shall mature on the
earlier to occur of: (i) sixty (60) days after Borrower obtains PUD Approval, or
(ii) April 30, 2005 (the  "Maturity  Date").  On the Maturity  Date,  the entire
outstanding principal balance hereof,  together with accrued and unpaid interest
and all other sums evidenced by this Note, shall, if not sooner paid, become due
and payable.

     (f) Default Rate;  Late  Payments.  In the event (i) the principal  balance
hereof is not paid when due whether by acceleration or upon the Maturity Date or
(ii) an Event of Default  exists,  then the principal  balance hereof shall bear
interest at the Default Rate. In addition, for any installment (exclusive of the
payment due upon the Maturity  Date) which is not paid on the due date thereof a
late charge  equal to the greater of (a) four percent (4%) of the amount of such
installment or (b) $25.00 shall be due and payable to the holder of this Note on
demand to cover the extra expense involved in handling delinquent payments.


<PAGE>

     (g) Other Provisions. All payments on account of the indebtedness evidenced
by this Note shall be made to Lender not later than 11:00 a.m.  Cleveland,  Ohio
time on the day when due in lawful money of the United States and shall be first
applied to late charges,  costs of collection or  enforcement  and other similar
amounts due, if any, under this Note and the Mortgage,  then to interest due and
payable  hereunder  and the  remainder to principal  due and payable  hereunder.
Interest at the Adjusted  Prime Rate (or Default Rate) shall be  calculated  for
the actual number of days elapsed on the basis of a 360-day year,  including the
first  date  of the  applicable  period  to,  but  not  including,  the  date of
repayment.

     2.  Representations  and  Warranties.  Borrower  represents and warrants to
Lender as follows:

     (a) Borrower has good and marketable fee simple title to the Premises.

     (b) Except as previously  disclosed to Lender in writing,  no litigation or
proceedings  are pending,  or to the best of  Borrower's  knowledge  threatened,
against Borrower or any Guarantor, which could, if adversely determined, cause a
Material Adverse Change with respect to Borrower, any Guarantor or the Mortgaged
Property.

     (c) Borrower is a duly  organized  and validly  existing  Michigan  limited
liability  company  and has full power and  authority  to  execute,  deliver and
perform all Loan  Documents to which  Borrower is a party,  and such  execution,
delivery and performance  have been duly  authorized by all requisite  action on
the part of Borrower.

     (d) No consent,  approval or authorization of or declaration,  registration
or filing with any Governmental  Authority or nongovernmental  person or entity,
including  any creditor,  partner,  or member of Borrower or any  Guarantor,  is
required in connection with the execution, delivery and performance of this Note
or any of the Loan Documents  other than the recordation of the Mortgage and the
filing of UCC-1  Financing  Statements,  except for such consents,  approvals or
authorizations of or declarations or filings with any Governmental  Authority or
non-governmental  person or entity where the failure to so obtain would not have
an adverse  effect on Borrower or such  Guarantor or which have been obtained as
of any date on which this representation is made or remade.

     (e) The  execution,  delivery  and payment of this Note and the granting of
the Mortgage and other  security  interests  under the other Loan Documents have
not constituted  and will not constitute,  upon the giving of notice or lapse of
time or both, a breach or default under any other agreement to which Borrower or
Guarantor is a party or may be bound or  affected,  or a violation of any law or
court  order  which may affect the  Premises,  any part  thereof,  any  interest
therein, or the use thereof.

     (f) There is no default  under this Note or any other Loan  Documents,  nor
any  condition  which,  after  notice  or the  passage  of time or  both,  would
constitute a default or an Event of Default under said documents.

     (g)  (i)  No  condemnation   of  any  portion  of  the  Premises,   (ii) no
condemnation or relocation of any roadways  abutting the Premises,  and (iii) no
proceeding  to deny access to the  Premises  from any point or planned  point of
access to the Premises,  has commenced or, to the best of Borrower's  knowledge,
is contemplated by any Governmental Authority,  except with respect to Selfridge
Air Force Base.

     (h) No  brokerage  fees or  commissions  are payable by or to any person in
connection with this Note.


<PAGE>

     (i) All financial statements and other information  previously furnished by
Borrower  or any  Guarantor  to  Lender in  connection  with this Note are true,
complete and correct and fairly present the financial conditions of the subjects
thereof as of the respective dates thereof and do not fail to state any material
fact necessary to make such  statements or information  not  misleading,  and no
Material  Adverse  Change with respect to Borrower or any Guarantor has occurred
since the respective dates of such statements and information.  Neither Borrower
nor any Guarantor  has any material  liability,  contingent  or  otherwise,  not
disclosed in such financial statements.

     (j) The Premises is taxed  separately  without regard to any other property
and for all purposes the Premises may be mortgaged, conveyed and otherwise dealt
with as an independent parcel.

     (k) Borrower and its agents have not entered into any leases,  subleases or
other arrangements for occupancy of any of the Premises.

     (l) The Loan is not being made for the  purpose of  purchasing  or carrying
"margin stock" within the meaning of Regulation G, T, U or X issued by the Board
of Governors of the Federal Reserve  System,  and Borrower agrees to execute all
instruments necessary to comply with all the requirements of Regulation U of the
Federal Reserve
System.

     (m)  Borrower is not a party in interest to any plan  defined or  regulated
under ERISA,  and the assets of Borrower  are not "plan  assets" of any employee
benefit plan covered by ERISA or Section 4975 of the Internal Revenue Code.

     (n) Borrower is not a "foreign  person"  within the meaning of Section 1445
or 7701 of the Internal Revenue Code.

     (o)  Borrower  uses no trade  name  other  than its  actual  name set forth
herein. The principal place of business of Borrower is: 45000 River Ridge Drive,
Suite 200, Clinton Township, Michigan 48038.

     (p) Borrower's place of formation or organization is the State of Michigan.

     (q) All statements set forth in the Recitals are true and correct.

     (r) Neither  Borrower nor any  Guarantor is (or will be) a person with whom
Lender is restricted  from doing  business  under  regulations  of the Office of
Foreign Asset Control  ("OFAC") of the  Department of the Treasury of the United
States of America (including, those Persons named on OFAC's Specially Designated
and Blocked Persons list) or under any statute,  executive order (including, the
September  24,  2001   Executive   Order  Blocking   Property  and   Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism),
or other governmental  action and is not and shall not engage in any dealings or
transactions or otherwise be associated with such persons. In addition, Borrower
hereby agrees to provide to the Lender with any additional  information that the
Lender deems necessary from time to time in order to ensure  compliance with all
applicable Laws concerning money laundering and similar activities.

     (s)  Borrower  has cash equity  applied to the cost of  acquisition  of the
Premises of not less than One Million Three Hundred  Thousand and 00/100 Dollars
($1,300,000.00).


<PAGE>

     3. Covenants. Borrower covenants and agrees as follows:

     (a) Financial Information. Borrower shall deliver or cause the following to
be delivered to Lender:  (a) Federal tax returns for Borrower  within sixty (60)
days of filing;  and (b) for each  Guarantor,  Federal  tax  returns  with K-1's
within sixty (60) days of filing and annual  personal  financial  statements  by
June 1 of each year for the preceding  calendar year.  Each financial  statement
shall be certified as true, complete and correct by its preparer.

     (b)  Compliance  With  Laws.  Borrower  shall  comply  with all  applicable
requirements  (including  applicable Laws) of any Governmental  Authority having
jurisdiction over Borrower or the Premises.

     (c) Organizational Documents. Borrower shall not, without the prior written
consent of Lender,  permit or suffer (i) a material amendment or modification of
its organizational  documents,  (ii) the admission of any new member, partner or
shareholder  (if thereafter the Guarantors  directly or indirectly  collectively
own less than a controlling  interest in Borrower),  or (iii) any dissolution or
termination of its existence.

     (d) Furnishing Reports.  Upon Lender's  reasonable request,  Borrower shall
provide Lender with copies of all inspections,  reports,  test results and other
information  received by Borrower which in any way relate to the Premises or any
part thereof.

     (e)  Furnishing  Notices.  Borrower shall provide Lender with copies of all
material  notices  pertaining  to the  Premises  received by  Borrower  from any
Governmental  Authority  or insurance  company  within seven (7) days after such
notice is received.

     (f) PUD Approval. Borrower shall promptly make application for and exercise
its good faith best  efforts to obtain PUD  Approval  and provide  Lender,  upon
Lender's request,  with documents and information relating to the status of such
application.

4.       Assignments and Participations.

     (a) Lender may from time to time sell this Note and the Loan  Documents (or
any interest therein) and may grant  participations in the Loan. Borrower agrees
to cooperate with Lender's efforts to do any of the foregoing and to execute all
documents  reasonably  required by Lender in connection  therewith  which do not
materially adversely affect Borrower's rights under the Loan Documents.

     (b)  Borrower  shall not assign or attempt to assign its rights  under this
Note or the Loan Documents and any purported  assignment shall be void.  Without
the prior written consent of Lender, in Lender's sole discretion, Borrower shall
not suffer or permit any Transfer.

     (c) Subject to the  foregoing  restrictions  on transfer and  assignment in
this  Section 4, this Note shall inure to the benefit of and shall be binding on
the parties hereto and their respective successors and permitted assigns.

     5. Events of Default.  The  occurrence  of any one or more of the following
shall constitute an "Event of Default" as said term is used herein:

     (a) Failure of  Borrower  (i)(A)to  make any  principal  payment  when due,
(B) to pay any  interest  within  five (5) days after the date when due or (C)to
observe or perform any of the other  covenants or  conditions  by Borrower to be
performed under the terms of this Note or any other Loan Document concerning the
payment of money, for a period of ten (10) days after written notice from Lender
that the same is due and payable; or (ii)for a period of thirty (30) days after
written notice from Lender,  to observe or perform any non-monetary


<PAGE>

covenant  or  condition  contained  in this  Note or any  other  Loan  Document;
provided  that  if any  such  failure  concerning  a  non-monetary  covenant  or
condition  is  susceptible  to cure and cannot  reasonably  be cured within said
thirty (30)  day period,  then Borrower shall have an additional  sixty (60) day
period to cure such  failure  and no Event of  Default  shall be deemed to exist
hereunder so long as Borrower commences such cure within the initial thirty (30)
day period and  diligently  and in good faith  pursues  such cure to  completion
within such resulting  ninety (90) day period from the date of Lender's  notice;
and  provided  further  that if a different  notice or grace period is specified
under any other subsection of this Section5 with respect to a particular breach,
or if another  subsection  of this Section 5 applies to a particular  breach and
does not expressly  provide for a notice or grace period the specific  provision
shall control.

     (b) Any Transfer or other disposition in violation of Section 4(b).

     (c) If any warranty, representation,  statement, report or certificate made
now or hereafter by Borrower or any Guarantor is untrue or incorrect at the time
made or delivered,  provided that if such breach is  reasonably  susceptible  of
cure, then no Event of Default shall exist so long as Borrower cures said breach
(i) within the notice and cure period provided in (a)(i) above for a breach that
can be cured by the payment of money or  (ii) within  the notice and cure period
provided in (a)(ii) above for any other breach.

     (d) Borrower or any Guarantor  shall commence a voluntary  case  concerning
Borrower  or  such  Guarantor  under  the  Bankruptcy  Code;  or an  involuntary
proceeding is commenced  against  Borrower or any Guarantor under the Bankruptcy
Code and relief is ordered against  Borrower or such Guarantor,  or the petition
is  controverted  but not  dismissed or stayed  within sixty (60) days after the
commencement of the case, or a custodian (as defined in the Bankruptcy  Code) is
appointed  for or takes  charge of all or  substantially  all of the property of
Borrower or any Guarantor;  or the Borrower or any Guarantor commences any other
proceedings under any reorganization,  arrangement, readjustment of debt, relief
of  debtors,  dissolution,  insolvency  or  liquidation  or  similar  Law of any
jurisdiction  whether now or hereafter in effect relating to the Borrower or any
Guarantor;  or there is commenced  against  Borrower or any  Guarantor  any such
proceeding  which  remains  undismissed  or unstayed  for a period of sixty (60)
days;  or the Borrower or any  Guarantor  fails to controvert in a timely manner
any such case under the Bankruptcy Code or any such proceeding,  or any order of
relief or other order  approving any such case or proceeding is entered;  or the
Borrower or any Guarantor by any act or failure to act indicates its consent to,
approval of, or  acquiescence  in any such case or proceeding or the appointment
of any  custodian  or the  like  of or for it for  any  substantial  part of its
property or suffers any such  appointment to continue  undischarged  or unstayed
for a period of sixty (60) days.

     (e) Borrower or any Guarantor  shall make an assignment  for the benefit of
creditors, or shall admit in writing its inability to pay its debts generally as
they become due, or shall consent to the appointment of a receiver or trustee or
liquidator  of all of its  property  or the major  part  thereof  or if all or a
substantial  part of the  assets of  Borrower  or any  Guarantor  are  attached,
seized,  subjected to a writ or distress  warrant,  or are levied upon,  or come
into the  possession  of any  receiver,  trustee,  custodian or assignee for the
benefit of creditors.

     (f) One or more  final,  unappealable  judgments  are  entered  (i) against
Borrower  in amounts  aggregating  in excess of  $250,000  or (ii)  against  any
Guarantor in amounts  aggregating in excess of $500,000,  and said judgments are
not satisfied, stayed or bonded over within thirty (30) days after entry.


<PAGE>

     (g) If Borrower or any Guarantor shall fail to pay any related debt owed by
it or is in default under any related  agreement with Lender and such failure or
default  continues after any applicable grace period specified in the instrument
or agreement relating thereto.

     (h) If a Material  Adverse  Change  occurs with  respect to  Borrower,  the
Premises or any Guarantor.

     (i) Failure of Borrower to maintain  prosecution of its application for PUD
Approval  for a period  of sixty  (60) or more  consecutive  days,  unless  such
failure is due to circumstances beyond the control of Borrower.

     (j) The  occurrence of any other event or  circumstance  denominated  as an
Event of Default in this Note or under any of the other Loan  Documents  and the
expiration of any applicable grace or cure periods,  if any,  specified for such
Event of Default herein or therein, as the case may be.

     6. Remedies on Default. Upon the occurrence of any Event of Default, Lender
may  pursue  any  one  or  more  of  the  following  remedies   concurrently  or
successively,  it being the intent hereof that none of such remedies shall be to
the exclusion of any other:

     (a) Declare this Note to be immediately due and payable;

     (b) Use and apply any  monies or letters of credit  deposited  by  Borrower
with Lender,  regardless  of the purposes for which the same was  deposited,  to
cure any such default or to apply on account of any indebtedness under this Note
which is due and owing to Lender; and

     (c) Exercise or pursue any other remedy or cause of action  permitted under
this Note or any other Loan Documents,  or conferred upon Lender by operation of
Law.

     Notwithstanding the foregoing,  upon the occurrence of any Event of Default
under Section 5(d) with respect to Borrower,  all amounts evidenced by this Note
shall  automatically  become due and payable,  without any presentment,  demand,
protest or notice of any kind to Borrower.

     7. Definitions.

     Adjusted  Prime  Rate:  A rate per annum  equal to the sum of (a) the Prime
Rate Margin and (b) the  greater of (i) the Prime Rate or (ii) one percent  (1%)
in excess of the Federal Funds  Effective Rate. Any change in the Adjusted Prime
Rate shall be effective  immediately  from and after such change in the Adjusted
Prime Rate.

     Affiliate:  With respect to a specified  person or entity,  any individual,
partnership,  corporation,  limited  liability  company,  trust,  unincorporated
organization, association or other entity which, directly or indirectly, through
one or more  intermediaries,  controls or is  controlled  by or is under  common
control with such person or entity, including,  without limitation,  any general
or limited partnership in which such person or entity is a partner.

     Bankruptcy Code:  Title 11 of the United States Code entitled  "Bankruptcy"
as now or hereafter in effect,  or any successor thereto or any other present or
future bankruptcy or insolvency statute.

     Business  Day:  A day of the  year  on  which  banks  are not  required  or
authorized to close in Cleveland, Ohio.


<PAGE>

     Default or default: Any event, circumstance or condition, which, if it were
to continue uncured,  would, with notice or lapse of time or both, constitute an
Event of Default hereunder.

     Default Rate: A rate per annum equal to three percentage  points (300 basis
points) in excess of the interest rate  otherwise  applicable,  but shall not at
any time exceed the highest rate permitted by law.

     Federal Funds Effective  Rate:  Shall mean, for any day, the rate per annum
(rounded  upward to the nearest on  one-hundredth  of one percent (1/100 of 1%))
announced  by the Federal  Reserve  Bank of  Cleveland  on such day as being the
weighted average of the rates on overnight federal funds  transactions  arranged
by federal funds brokers on the previous  trading day, as computed and announced
by such Federal  Reserve Bank in  substantially  the same manner as such Federal
Reserve Bank  computes and  announces  the weighted  average it refers to as the
"Federal Funds Effective Rate."

     Governmental Authority: Any federal, state, county or municipal government,
or political subdivision thereof, any governmental or quasi-governmental agency,
authority,  board, bureau, commission,  department,  instrumentality,  or public
body, or any court, administrative tribunal, or public utility.

     Guarantor:  Gaetano T. Rizzo,  Carlo J. Catenacci and Joseph E.  Catenacci,
severally and not jointly,  individually or  collectively,  as the context shall
imply.

     Laws:  Collectively,  all federal,  state and local laws, statutes,  codes,
ordinances,  orders,  rules and  regulations,  including  judicial  opinions  or
precedential authority in the applicable jurisdiction.

     Loan:  A loan by Lender to Borrower of  $1,700,000.00  for a portion of the
cost of acquisition of the Premises.

     Loan Documents: The collective reference to this Note, the Mortgage and all
the other documents and instruments  entered into from time to time,  evidencing
or securing this Note or any  obligation of payment  thereof or  performance  of
Borrower's  or  Guarantor's  obligations  in  connection  with  the  transaction
contemplated hereunder, each as amended.

     Material  Adverse  Change or  material  adverse  change:  If,  in  Lender's
reasonable discretion, the business prospects, operations or financial condition
of a person,  entity or  property  has changed in a manner  which  would  likely
impair  the value of  Lender's  security  for the Loan,  likely  prevent  timely
repayment  of the Loan or  otherwise  likely  prevent the  applicable  person or
entity from timely  performing  any of its material  obligations  under the Loan
Documents.

     Prime Rate: That interest rate  established  from time to time by Lender as
Lender's Prime Rate, whether or not such rate is publicly  announced;  the Prime
Rate may not be the lowest  interest  rate charged by Lender for  commercial  or
other extensions of credit;

     Prime Rate Margin: -0-% (0 basis points) per annum.

     PUD Approval:  A preliminary  approval of a planned unit development of the
Premises by Chesterfield Township.

     State: Michigan.

     Transfer:  Any  sale,  transfer,  lease  (other  than a lease  approved  by
Lender),  conveyance,  alienation,  pledge,  assignment,  mortgage,  encumbrance
hypothecation or other  disposition of (a) all or




<PAGE>

any portion of the Premises or any portion of any other  security for this Note,
(b) all or any portion of the  Borrower's  right,  title and interest  (legal or
equitable) in and to the Premises or any portion of any other  security for this
Note,  or (c) any  interest  in Borrower  or any  interest  in any entity  which
directly or indirectly holds an interest in, or directly or indirectly controls,
Borrower (if thereafter the Guarantors  directly or indirectly  collectively own
less than a controlling interest in Borrower).

     8. General Provisions.

     (a) Borrower  agrees to pay Lender's  attorney  fees and  disbursements  in
connection  with this Note,  including (i) the  preparation of this Note and the
other Loan Documents; and (ii) the enforcement of the terms of this Note and the
other Loan Documents.

     (b)  In the  event  that  Borrower  fails  to  perform  any  of  Borrower's
covenants,  agreements or obligations contained in this Note or any of the other
Loan Documents (after the expiration of applicable grace periods,  except in the
event of an emergency or other exigent circumstances), Lender may (but shall not
be required to) perform any of such covenants,  agreements and obligations,  and
any  amounts  expended  by Lender in so doing  and shall  constitute  additional
indebtedness  evidenced  by this Note and secured by the  Mortgage and the other
Loan Documents and shall bear interest at a rate per annum equal to the Adjusted
Prime Rate (or Default Rate following an Event of Default).

     (c) Borrower agrees that the obligation evidenced by this Note is an exempt
transaction under the Truth-in-Lending Act, 15 U.S.C. Sec. 1601, et seq.

     (d) The parties  hereto intend and believe that each provision in this Note
comports  with all  applicable  local,  state  and  federal  laws  and  judicial
decisions.  However,  if any provision or  provisions,  or if any portion of any
provision  or  provisions,  in this  Note is  found  by a court  of law to be in
violation of any applicable local,  state or federal  ordinance,  statute,  law,
administrative or judicial decision,  or public policy, and if such court should
declare  such  portion,  provision  or  provisions  of this Note to be  illegal,
invalid,  unlawful,  void or unenforceable as written,  then it is the intent of
all parties  hereto that such portion,  provision or  provisions  shall be given
force to the fullest possible extent that they are legal, valid and enforceable,
that the remainder of this Note shall be construed as if such illegal,  invalid,
unlawful,  void or  unenforceable  portion,  provision  or  provisions  were not
contained therein, and that the rights, obligations and interest of Borrower and
the holder or holders  hereof under the remainder of this Note shall continue in
full force and effect. All agreements herein are expressly limited so that in no
contingency  or event  whatsoever,  whether  by  reason  of  advancement  of the
proceeds  hereof,  acceleration  of  maturity  of the unpaid  principal  balance
hereof, or otherwise,  shall the amount paid or agreed to be paid to the holders
hereof  for the use,  forbearance  or  detention  of the  money  to be  advanced
hereunder  exceed the highest lawful rate  permissible  under  applicable  usury
laws. If, from any  circumstances  whatsoever,  the fulfillment of any provision
hereof,  at the time  performance of such provision  shall be due, shall involve
transcending the limit of validity  prescribed by law which a court of competent
jurisdiction may deem applicable hereto,  then, ipso facto, the obligation to be
fulfilled  shall  be  reduced  to the  limit  of such  validity  and if from any
circumstance  the holder  hereof  shall ever receive as interest an amount which
would  exceed the highest  lawful  rate,  such amount  which would be  excessive
interest shall be applied to the reduction of the unpaid  principal  balance due
hereunder and not to the payment of interest.

     (e) This Note and all provisions  hereof shall be binding upon Borrower and
all persons claiming under or through  Borrower,  and shall inure to the benefit
of Lender,  together with its successors  and assigns,  including each owner and
holder from time to time of this Note.

     (f) Time is of the essence as to all dates set forth herein.


<PAGE>

     (g) Borrower  agrees that its liability shall not be in any manner affected
by any indulgence,  extension of time, renewal,  waiver, or modification granted
or consented  to by Lender;  and Borrower  consents to any  indulgences  and all
extensions of time,  renewals,  waivers, or modifications that may be granted by
Lender with respect to the payment or other  provisions of this Note, and to any
substitution,  exchange or release of the collateral,  or any part thereof, with
or without  substitution,  and agrees to the  addition or release of any makers,
endorsers, guarantors, or sureties, all whether primarily or secondarily liable,
without notice to Borrower and without affecting its liability hereunder.

     (h) Borrower  hereby waives and renounces for itself,  its  successors  and
assigns,  all  rights to the  benefits  of any  statute of  limitations  and any
moratorium, reinstatement, marshalling, forbearance, valuation, stay, extension,
redemption, appraisement, or exemption and homestead laws now provided, or which
may  hereafter  be provided,  by the laws of the United  States and of any state
thereof against the  enforcement and collection of the obligations  evidenced by
this Note.

     (i) If this Note is placed in the hands of attorneys  for  collection or is
collected through any legal proceedings, Borrower promises and agrees to pay, in
addition to the principal,  interest and other sums due and payable hereon,  all
costs of collecting or attempting to collect this Note, including all reasonable
attorneys' fees and disbursements.

     (j) All parties now or hereafter liable with respect to this Note,  whether
Borrower,  principal, surety, guarantor,  endorsee or otherwise hereby severally
waive presentment for payment, demand, notice of nonpayment or dishonor, protest
and notice of  protest.  No failure to  accelerate  the  indebtedness  evidenced
hereby,  acceptance of a past due  installment  following the  expiration of any
cure period  provided by this Note,  any Loan  Document  or  applicable  law, or
indulgences  granted from time to time shall be  construed  (i) as a novation of
this Note or as a reinstatement  of the  indebtedness  evidenced  hereby or as a
waiver of such right of  acceleration  or of the right of Lender  thereafter  to
insist upon strict  compliance  with the terms of this Note,  or (ii) to prevent
the exercise of such right of acceleration or any other right granted  hereunder
or by the laws of the State. Borrower hereby expressly waives the benefit of any
statute  or rule of law or  equity  now  provided,  or which  may  hereafter  be
provided,  which would  produce a result  contrary  to or in  conflict  with the
foregoing.

     (k) No  modification,  waiver,  amendment  or discharge of this Note or any
other Loan  Document  shall be valid unless the same is in writing and signed by
the party against which the enforcement of such modification,  waiver, amendment
or discharge is sought.

     (l) In no event shall Lender be liable to Borrower for punitive,  exemplary
or consequential damages, including,  without limitation, lost profits, whatever
the  nature of a breach by Lender of its  obligations  under this Note or any of
the Loan Documents,  and Borrower for itself and its Guarantors waive all claims
for punitive, exemplary or consequential damages.

     (m) Lender shall not be in default under this Note, or under any other Loan
Documents,  unless a  written  notice  specifically  setting  forth the claim of
Borrower  shall have been given to Lender within three (3) months after Borrower
first had knowledge of the occurrence of the event which  Borrower  alleges gave
rise to such claim and Lender does not remedy or cure the default,  if any there
be, promptly  thereafter.  Borrower waives any claim, set-off or defense against
Lender  arising by reason of any alleged  default by Lender as to which Borrower
does not give such notice timely as aforesaid.  Borrower  acknowledges that such
waiver is or may be  essential  to  Lender's  ability  to enforce  its  remedies
without delay and that such waiver  therefore  constitutes a substantial part of
the bargain between Lender and Borrower with regard to the Loan.


<PAGE>

     (n) TO THE GREATEST EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ANY AND
ALL RIGHTS TO REQUIRE MARSHALLING OF ASSETS BY LENDER. WITH RESPECT TO ANY SUIT,
ACTION OR  PROCEEDINGS  RELATING TO THIS NOTE (EACH, A  "PROCEEDING"),  BORROWER
IRREVOCABLY  (A)  SUBMITS  TO THE  NON-EXCLUSIVE  JURISDICTION  OF THE STATE AND
FEDERAL  COURTS  HAVING  JURISDICTION  IN THE  COUNTY  OF  MACOMB  AND  STATE OF
MICHIGAN,  AND (B)  WAIVES  ANY  OBJECTION  WHICH IT MAY HAVE AT ANY TIME TO THE
LAYING OF VENUE OF ANY  PROCEEDING  BROUGHT IN ANY SUCH COURT,  WAIVES ANY CLAIM
THAT ANY PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES
THE RIGHT TO OBJECT,  WITH RESPECT TO SUCH PROCEEDING,  THAT SUCH COURT DOES NOT
HAVE  JURISDICTION  OVER SUCH PARTY.  NOTHING IN THIS NOTE SHALL PRECLUDE LENDER
FROM BRINGING A PROCEEDING IN ANY OTHER  JURISDICTION NOR WILL THE BRINGING OF A
PROCEEDING  IN  ANY  ONE  OR  MORE  JURISDICTIONS  PRECLUDE  THE  BRINGING  OF A
PROCEEDING IN ANY OTHER JURISDICTION. BORROWER FURTHER AGREES AND CONSENTS THAT,
IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS  PROVIDED FOR UNDER  APPLICABLE
LAW, ALL SERVICE OF PROCESS IN ANY  PROCEEDING  IN ANY MICHIGAN  STATE OR UNITED
STATES  COURT  SITTING  IN THE  COUNTY OF  MACOMB  MAY BE MADE BY  CERTIFIED  OR
REGISTERED MAIL, RETURN RECEIPT  REQUESTED,  DIRECTED TO BORROWER AT THE ADDRESS
INDICATED BELOW, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT
IF BORROWER SHALL REFUSE TO ACCEPT  DELIVERY,  SERVICE SHALL BE DEEMED  COMPLETE
FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.

     (o) After the occurrence and during the continuance of an Event of Default,
Borrower hereby  irrevocably  authorizes and directs Lender from time to time to
charge Borrower's accounts and deposits with Lender (or its Affiliates),  and to
pay over to  Lender  an amount  equal to any  amounts  from time to time due and
payable to Lender  hereunder,  under this Note or under any other Loan Document.
Borrower hereby grants to Lender a security interest in and to all such accounts
and deposits maintained by the Borrower with Lender (or its Affiliates).

     (p) Any  notice,  demand,  request or other  communication  which any party
hereto may be required or may desire to give  hereunder  shall be in writing and
shall  be  deemed  to have  been  properly  given  (a) if hand  delivered,  when
delivered;  (b) if mailed by United  States  Certified  Mail  (postage  prepaid,
return  receipt  requested),  three (3)  Business  Days after  mailing (c) if by
Federal  Express  or  other  reliable  overnight  courier  service,  on the next
Business Day after delivered to such courier service; or (d) if by telecopier on
the day of  transmission  so long as copy is sent on the same  day by  overnight
courier as set forth below:

                  If to Borrower:
                           Chesterfield Town Center LLC
                           45000 River Ridge Drive, Suite 200
                           Clinton Township, Michigan 48038
                           Attention: Carlo J. Catenacci
                           Telephone: (586) 416-4500
                           Facsimile: (586) 226-5667

                           and



<PAGE>


                           Chesterfield Town Center LLC
                           44899 Centre Court, Suite 101
                           Clinton Township, Michigan 48038
                           Attention: Gaetano T. Rizzo
                           Telephone: (586) 228-1300
                           Facsimile: (586) 228-9240

                  With a copy to:
                           Dawda, Mann, Mulcahy & Sadler, PLC
                           39533 Woodward Avenue, Suite 200
                           Bloomfield Hills, Michigan 48304
                           Attention: Wayne S. Segal, Esq.
                           Telephone: (248) 642-6656
                           Facsimile: (248) 642-7791


                  If to Lender:
                           KeyBank National Association
                           100 South Main Street
                           Ann Arbor, Michigan 48104
                           Attention:   Real Estate Capital Client Services
                           Telephone: (734) 741-6721
                           Facsimile: (734) 741-6753

                  With a copy to:
                           Howard & Howard Attorneys, P.C.
                           222 N. Washington Square, Suite 500
                           Lansing, Michigan 48933
                           Attention:  Robert D. Mollhagen, Esq.
                           Telephone: (517) 377-0607
                           Facsimile: (517) 485-1568

or at such  other  address  as the  party  to be  served  with  notice  may have
furnished in writing to the party seeking or desiring to serve notice as a place
for the service of notice.

     (q) THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,  THE
LAWS OF THE STATE OF MICHIGAN AND ANY  APPLICABLE  LAWS OF THE UNITED  STATES OF
AMERICA.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



<PAGE>


     Borrower  has  delivered  this Note as of the day and year  first set forth
above.

                                   BORROWER:

                                  CHESTERFIELD TOWN CENTER LLC,
                                  a Michigan limited liability company

                                  By:      TRINITY OF MICHIGAN, LLC,
                                  a Michigan limited liability company,
                                  Member

                                  By:      Trinity Management, Inc.,
                                  a Michigan corporation
                                  Its:     Manager

                                  By:
                                 Carlo J. Catenacci, President

                                 By:      GARLAND COMMONS, L.L.C.,
                                 a Michigan limited liability company,
                                 Member

                                 By:      GTR Garland, Inc.,
                                 a Michigan corporation,
                                 Its:     Manager

                                 By:
                                 Gaetano T. Rizzo, President


<PAGE>

                                                      [EXHIBIT 10.8]


















                              REAL ESTATE MORTGAGE


                      (This is a Future Advance Mortgage.)

     THIS REAL ESTATE MORTGAGE  ("Mortgage") is made as of June 18, 2003, by and
between  CHESTERFIELD  TOWN CENTER LLC, a Michigan  limited  liability  company,
having an address at 45000  River  Ridge  Drive,  Suite 200,  Clinton  Township,
Michigan  48038  (hereinafter,  "Grantor"),  and KEYBANK  NATIONAL  ASSOCIATION,
having its  principal  place of  business at 100 South Main  Street,  Ann Arbor,
Michigan 48104 (hereinafter, "Grantee").

     For good and valuable consideration,  including the making of a loan in the
amount of One Million Seven Hundred Thousand and 00/100 Dollars  ($1,700,000.00)
received to  Grantor's  full  satisfaction,  Grantor  does hereby  mortgage  and
warrant,  give, grant,  bargain,  sell, and convey unto Bank, its successors and
assigns, the following described "Premises" (hereinafter defined) located in the
Township of Chesterfield, County of Macomb, State of Michigan, as more fully set
forth and described in Exhibit "A" attached  hereto and  incorporated  herein by
reference:

     TOGETHER with, all and singular, the tenements,  hereditaments,  easements,
appurtenances,   and  privileges   thereof  or  in  any  way  now  or  hereafter
appertaining  thereto,  and the reversion and reversions and remainder  thereof,
and

     TOGETHER with, all buildings and improvements of every kind and description
now or hereafter  erected or placed on the Premises and all  materials  intended
for construction, re-construction,  alteration, and repairs of such improvements
now or  hereafter  erected  on the  Premises,  all of which  materials  shall be
included in the "Mortgaged Property"  (hereinafter defined) immediately upon the
delivery  thereof to the  Premises,  and all  fixtures  and articles of personal
property now owned or hereafter acquired by Grantor and attached to or contained
in and used in connection with the Mortgaged  Property and the proceeds thereof,
including  but not limited to, all heating,  ventilating,  and  air-conditioning
equipment,  electrical and office equipment, all plumbing,  lighting,  cleaning,
snow removal,  lawn,  landscaping,  incinerating,  fire fighting,  and sprinkler
equipment  and  fixtures  and  appurtenances   thereto,   and  all  renewals  or
replacements  thereof or articles in substitution  therefor,  whether or not the
same are or shall be attached to any of said  buildings or  improvements  in any
manner; all the aforesaid property owned by Grantor and placed by Grantor on the
Premises  shall,  so far as  permitted  by law,  be  fixtures  and a part of
<PAGE>

the realty,  security for the said indebtedness and covered by this Mortgage and
as to the balance of the property  aforesaid,  this Mortgage is hereby deemed to
be as well a security  agreement  for the purpose of creating  hereby a security
interest in said property,  securing the said  indebtedness,  for the benefit of
Grantee, and

     TOGETHER with, all right, title, and interest of Grantor in and to the land
lying in the streets and any ways,  public or  private,  in front of,  along the
side of,  and to the  rear of and  adjoining  the  Premises,  and the  easements
appurtenant to the ownership thereof, and

     TOGETHER with, all rents, issues, income,  revenues,  proceeds, and profits
accruing  and to accrue from the  Premises  for so long and during such times as
Grantor may be entitled thereto, and

     TOGETHER with, all awards and other  compensations  heretofore or hereafter
to be made to the present and all  subsequent  owners of the Mortgaged  Property
for any taking by eminent domain,  either permanent or temporary,  of all or any
part  of the  Premises  or  any  easement  or  appurtenance  thereof,  including
severance and  consequential  damage and change in grade of streets,  which said
awards and compensation are hereby assigned to Grantee, and

     TOGETHER  with,  all  permits,  licenses and  franchises,  and all contract
rights and other  intangibles  now or hereafter owned by Grantor and relating to
the  ownership,  construction,  use,  operation or  development of the Mortgaged
Property or the improvements thereon, including,  without limitation, any plans,
specifications  and  drawings  pertaining  to the  management  of the  Mortgaged
Property and all cash payments made pursuant thereto and proceeds thereof, and

     The  property  hereinabove  mentioned  is  hereinafter  referred  to as the
"Premises"  to the  extent the same is realty,  and as the  "Collateral"  to the
extent  that  the  same is  personalty.  The  Premises  and the  Collateral  are
collectively  referred to herein as the "Mortgaged  Property,"  except where the
Premises and the Collateral are specifically referred to.

     TO  HAVE  AND TO  HOLD,  all  and  singular,  the  above-granted  Mortgaged
Property, real and personal,  whether now owned or held or hereafter acquired by
Grantor, unto Grantee, its successors and assigns,  forever. Grantor does hereby
covenant with and warrant to Grantee,  its successors  and assigns,  that at and
until this  Mortgage  is  released,  Grantor  is and will be well  seized of the
Mortgaged Property as a good and indefeasible  estate in fee simple and has good
right to bargain,  sell, and convey the Mortgaged Property in manner and form as
above  written,  and that Grantor will warrant and defend said fee simple estate
in the  Mortgaged  Property,  with  the  appurtenances  thereunto  belonging  to
Grantee,  its  successors  and assigns,  forever  against all claims and demands
whatsoever except those as may be set forth on Exhibit "B" attached hereto or as
may be  specifically  permitted  by Grantee in writing;  Grantor  will  execute,
acknowledge  and deliver all necessary  assurances  unto Grantee of the title to
all and singular the Mortgaged  Property  hereby conveyed and intended so to be,
or which Grantor may be or shall become hereafter bound so to do.

     THE CONDITIONS OF THIS MORTGAGE ARE SUCH THAT, WHEREAS Grantor has executed
and delivered  this Mortgage for the purpose of securing the  performance of the
covenants and agreements  contained herein and to secure the payment when due of
and  the  performance  by  Grantor  of  Grantor's  covenants,   obligations  and
agreements under or pursuant to:

     (a) that certain Promissory Note (hereinafter referred to as the "Note") of
even date herewith executed by Grantor,  and payable to the order of Grantee, in
the  principal  sum of One Million  Seven  Hundred  Thousand and 00/100  Dollars
($1,700,000.00),  together with interest computed at the rate therein specified,
containing  provisions for the payment thereof,  and only with such privilege of
<PAGE>

prepayment as more particularly set forth therein, the balance of said principal
and interest and all late charges being due and payable on June 18, 2005, and in
accordance  with the  provisions  of the Note,  the whole of the  principal  sum
thereof  then  unpaid  may be  declared  and  become  due and  payable  upon the
occurrence of an event of default hereunder or thereunder;

     (b)  all  sums  expended  or  advanced  by  Grantee  pursuant  to  and  the
performance by Grantor of Grantor's obligations and agreements under or pursuant
to this Mortgage;

     (c) all unpaid  advances  made by Grantee,  with  respect to the  Mortgaged
Property,  for the payment of taxes,  assessments,  insurance premiums, or costs
incurred  for the  protection  of the  Mortgaged  Property  as  provided  in MCL
565.901(c);

     (d) all  present  and future  obligations  and  indebtedness  of Grantor to
Grantee  under  the  Note,  as the same may be  amended  from  time to time,  or
otherwise,  whether direct, indirect,  primary,  secondary, fixed or contingent,
together  with  interest  and  charges as  provided in any note and in any other
agreements by and between the parties herein  evidencing  such  obligations  and
indebtedness,  and any and all renewals or  extensions  of any of the  foregoing
(all of the foregoing hereinafter collectively called the "Indebtedness").

     and Grantor  WARRANTS and WILL DEFEND the same to Grantee,  its  successors
and assigns forever, against all lawful claims and demands whatsoever, except as
above set forth, and

         WHEREAS, Grantor covenants and agrees as follows:

     1. To pay  promptly  the  principal of and interest and late charges on the
indebtedness evidenced by the Note at the time and in the manner provided herein
and in the Note.

     2. By accepting and filing for record this Mortgage,  Grantee has obligated
itself to disburse the full amount of the aforementioned  indebtedness evidenced
by the Note and secured hereby. This Mortgage secures an obligation for costs of
acquisition of the Premises.

     3. (a) Grantor shall obtain and  maintain,  or cause to be  maintained,  in
full force and effect,  at its sole  expense,  insurance  for  Borrower  and the
Mortgaged Property as follows:

     (i) Commercial  general liability  insurance on the so-called  "occurrence"
form,  including bodily injury,  death and property damage liability,  insurance
against  any and  all  claims,  including  all  legal  liability  to the  extent
insurable  and  imposed  upon  Lender  and all court  costs  and legal  fees and
expenses,  arising  out of or  connected  with  the  possession,  use,  leasing,
operation, maintenance or condition of the Mortgaged Property in such amounts as
are generally  available at commercially  reasonable  premiums and are generally
required by  institutional  lenders for  properties  comparable to the Mortgaged
Property but in any event for a limit per occurrence of at least  $2,000,000 and
an annual aggregate of at least $5,000,000. This requirement may be satisfied by
a layering  of  Commercial  General  Liability,  Umbrella  and Excess  Liability
Policies,  but in no event  will the  Commercial  General  Liability  policy  be
written  for an amount  less  than  $2,000,000  per  occurrence  and  $5,000,000
aggregate for bodily injury and property damage liability;

     (ii) If required by Lender,  flood insurance in an amount at least equal to
the greater of (A) the  Replacement  Cost together  with  business  interruption
coverage and (B) the maximum limit of coverage  available for the Premises under
the National Flood  Insurance Act of 1968, The Flood Disaster  Protection Act of
1973  and the  National  Flood  Insurance  Reform  Act of  1994,  as each may be
amended; and
<PAGE>

     (iii) Such  other  insurance  with  respect to the  Mortgaged  Property  or
increased  coverage  limits as may from time to time be  reasonably  required by
Lender.

     (b) All such  insurance  shall be for a term of not less  than one (1) year
and obtained  under valid and  enforceable  policies  (the  "Policies" or in the
singular,  the  "Policy"),  and shall be issued  by one or more  other  domestic
primary insurer(s) having a general policy rating of A or better and a financial
class of IX or better by A.M.  Best  Company,  Inc. (or if a rating of A.M. Best
Company,  Inc.  is no longer  available,  a  similar  rating  from a similar  or
successor  service).  All insurers providing  insurance required herein shall be
authorized and admitted to issue insurance in the state in which the Premises is
located.  The Policy referred to in Paragraph 3(a)(i) above shall name Lender as
an additional  insured and the Policy  referred to in Paragraph  3(a)(ii)  above
shall provide that all proceeds be payable to Lender. All Policies shall contain
(i) a  provision  that such  Policies  shall not be denied  renewal,  materially
changed (other than to increase the coverage provided), cancelled or terminated,
nor shall they expire,  without at least thirty (30) days' prior written  notice
to Lender in each instance; and (ii) include effective waivers by the insurer of
all claims for applicable premiums ("Insurance Premiums") against any mortgagee,
loss payees,  additional  insureds  and named  insureds  (other than  Borrower).
Evidence of insurance with respect to all renewal and replacement Policies shall
be  delivered  to Lender not less than twenty (20) days prior to the  expiration
date of any of the Policies  required to be maintained  hereunder which evidence
shall bear  notations  evidencing  payment of Insurance  Premiums.  Originals or
evidence of such  replacement  Policies  shall be delivered  to Lender  promptly
after  Borrower's  receipt thereof but in any case within thirty (30) days after
the effective date thereof.  If Borrower fails to maintain and deliver to Lender
the  original  Policies or evidence of  insurance  required  herein,  Lender may
procure such insurance at Borrower's sole cost and expense.

     (c) Borrower  shall comply with all  insurance  requirements  and shall not
bring  or keep or  permit  to be  brought  or kept any  article  upon any of the
Premises  or cause or permit  any  condition  to exist  thereon  which  would be
prohibited  by an  insurance  requirement,  or would  invalidate  the  insurance
coverage  required  hereunder to be maintained by Borrower on or with respect to
any part of the Mortgaged  Property  pursuant to this  Paragraph 3 and shall not
purchase any additional amounts of insurance that would cause Lender to become a
co-insurer within the terms of the Policies.

     (d) In the event of a  foreclosure  of the  Mortgage  or other  transfer of
title to the  Mortgaged  Property in  extinguishment  in whole or in part of the
Indebtedness,  all right,  title and interest of Borrower in and to the Policies
then in  force  concerning  the  Mortgaged  Property  and all  proceeds  payable
thereunder  shall thereupon vest in Lender or the purchaser at such  foreclosure
or other transferee in the event of such other transfer of title.

     4.  Grantor  will pay on or  before  the last date on which the same may be
paid  without  penalty or interest,  all taxes,  assessments,  water,  and other
governmental or municipal  charges,  fines, or impositions (the  "Impositions"),
levied upon the Mortgaged Property for which provision has not been made herein,
and, upon request,  Grantor will promptly deliver the official receipts therefor
to  Grantee.  Provided  Grantor is not then in default,  Grantor  shall have the
right to contest the validity or amount of any such  Imposition,  by appropriate
proceedings  diligently  conducted  in good  faith.  Grantor  hereby  assigns to
Grantee all rights of Grantor now or hereafter  arising in and to any refunds of
Impositions,  or other charges  relating to the  Mortgaged  Property or the debt
secured hereby.

     If Grantor  shall  fail to comply  with the  foregoing,  then  Grantee  may
require Grantor to deposit funds with Grantee for payment of future Impositions.
For the purpose of  depositing  with Grantee  funds  sufficient  to pay all real
estate taxes and assessments as they become  payable,  Grantor shall pay monthly
to Grantee,  in addition to the other amounts  herein  provided,  a sum equal to
one-twelfth  (1/12th) of all annual insurance  premiums,  taxes and assessments,
water rents and other governmental or municipal
<PAGE>

charges,  fines or  impositions to be levied upon the Premises which Grantor has
agreed to pay under above, as estimated by Grantee. If the total of the payments
made in any period by Grantor for said  purposes  shall exceed the amount of the
payment  actually  made by Grantee for taxes and  assessments,  then such excess
shall,  at the  option of  Grantee,  be (i)  retained  for said  purposes,  (ii)
credited on subsequent payments to be made by Grantor, (iii) applied on the debt
secured by this  Mortgage,  or (iv)  refunded  to  Grantor.  If,  however,  such
payments shall not be sufficient to pay said taxes and assessments when the same
shall  become due and  payable,  then  Grantor  shall pay to Grantee  any amount
necessary to make up the  deficiency on or before the date when payment  thereof
shall be due.

     5. Upon an Event of Default,  Grantor  authorizes  and empowers  Grantee to
collect and receive any and all damages paid and awards  heretofore or hereafter
made as the result of the appropriation of all or part of the Mortgaged Property
and to apply, at Grantee's  option,  said awards against the debt secured hereby
or to the restoration of the Mortgaged Property.

     6. Grantee,  its  successors  or assigns,  shall have the right but not the
obligation to pay any insurance premiums, taxes,  assessments,  water rents, and
other governmental or municipal charges, utility charges, fines, or impositions,
which Grantor has agreed  hereunder to pay but has failed to so pay, and to make
any other payments herein provided to be made by Grantor. Any amounts so paid by
Grantee,  together  with any  amounts  paid by  Grantee  for  protection  of the
Mortgaged  Property,  shall then be added to the principal debt named herein and
bear  interest  at the Default  Rate  provided in the Note from the date of such
payment  until  paid,  and be secured by this  Mortgage;  such  amounts and such
interest  shall be payable upon demand of Grantee.  Grantee shall have a lien on
the Mortgaged  Property by virtue of this Mortgage to secure payment of each and
every other liability, whether now or hereafter existing, of Grantor to Grantee,
and whether created directly between Grantor and Grantee, or acquired by Grantee
from some third person or persons.

     7.  Grantor  will pay the  cost of,  and  cause a title  insurance  company
acceptable to Lender to issue, an ALTA Loan Policy of Title  Insurance  insuring
the lien of this Mortgage as required under the Note satisfactory to Grantee and
showing  title to the Premises to be as herein  warranted;  and, in the event of
any subsequent  change in the title,  Grantor will pay the costs of an extension
or addendum to said  document  showing  such title  change and will also pay the
cost of  changing  the  insurance  and  other  records  in  connection  with the
indebtedness secured by this Mortgage. There shall be no change in the ownership
of the Mortgaged Property without the written consent of Grantee,  which consent
may be withheld by the Grantee in its sole discretion.

     8. Grantor will execute, acknowledge, and deliver, or cause to be executed,
acknowledged,  and delivered,  from time to time, at the request of Grantee, all
such further  deeds,  conveyances,  mortgages,  deeds of trust,  assignments  of
leases, rents and contracts,  transfers,  and other instruments as Grantee shall
require for the better assuring, conveying, transferring, mortgaging, assigning,
and confirming unto Grantee all and singular the Mortgaged Property.  All awards
of damages in connection  with any  condemnation  for public use of or injury to
any of said Mortgaged Property are hereby assigned and shall be paid to Grantee,
who may apply the same to payment of the  installments  last due under the Note,
and  Grantee  upon an Event of  Default  is  hereby  authorized,  in the name of
Grantor,  to execute and deliver valid  acquittances  thereof and to appeal from
any such award.

     9.  As  additional  security  for  payment  of the  Indebtedness,  interest
thereon,  insurance  premiums,  taxes  and  assessments,  at the time and in the
manner herein  agreed,  and for the  performance of the covenants and agreements
herein  contained,  Grantor  hereby assigns to Grantee,  the rights,  issues and
profits  ("Rents") of the Mortgaged  Property,  and in the event of a default in
the terms,  conditions,  covenants or promises  contained in this mortgage or in
the Note,  Grantee may receive  and collect the Rents,  so long as such  default
shall exist and during the pendency of any  foreclosure  proceedings


<PAGE>

and during any redemption period; provided, however, that Grantee as a result of
the receipt and collection of the Rents shall not be deemed an owner or operator
of  the  Mortgaged   Property  as  may  be  defined  in  any  state  or  federal
environmental law or regulation. Grantee shall be entitled to all the rights and
benefits of M.C.L. 554.231-.232.  As of the date of this mortgage, as additional
security,  Grantor hereby assigns to Grantee all written or oral leases, whether
now in existence or which may hereafter come into  existence  during the term of
this mortgage,  or any extension hereof, and the rents thereunder,  covering the
Mortgaged Property. The collection of Rents by Grantee shall in no way waive the
right of Grantee to  foreclose  this  mortgage  in the event of said  default or
defaults. This assignment of Rents shall run with the land and be good and valid
as against Grantor herein, or those claiming by, under or through Grantor,  from
the  date  of the  recording  of  this  instrument.  In the  event  of a sale on
foreclosure  which shall result in a deficiency,  this assignment shall stand as
security during the redemption period, for the payment of such deficiency.

     Grantor will not assign the whole or any part of the Rents arising from the
premises without written consent of Grantee.  So long as no Event of Default has
occurred,  Grantor may, as trustee for the use and benefit of Grantee,  collect,
receive and accept the Rents as they become due and payable (but in no event for
more than one (1) month in advance); provided, however, that if the Rents exceed
the payments due under the Note,  Grantor may use such  excess,  first,  for the
operation and benefit of the Mortgaged  Property  and,  second,  for the general
benefit of Grantor.  Upon the occurrence of an Event of Default  Grantee may, at
its  option,  remove  Grantor as  trustee  for the  collection  of the Rents and
appoint any other person  including,  but not limited to, itself as a substitute
trustee  to  collect,  receive,  accept  and use all the Rents in payment of the
obligations secured hereby, in such order as Grantee shall elect in its sole and
absolute  discretion,  whether or not Grantee takes  possession of the Mortgaged
Property.  Grantor  hereby  directs  each of the  respective  tenants  under the
leases, and any rental agent, to pay to Grantee all the Rents, as may now be due
or shall  hereafter  become  due,  upon  demand for  payment  thereof by Grantee
without  any  obligation  on the  part of any such  tenant  or  rental  agent to
determine whether or not an Event of Default has in fact occurred. Upon an Event
of Default,  the  permission  hereby  given to Grantor to  collect,  receive and
accept the Rents as trustee  shall  terminate and such  permission  shall not be
reinstated  upon a cure of the  event  of  default  without  Grantee's  specific
written consent. Further, upon the Event of a Default, Grantor shall immediately
turn over to  Grantee  all rents in the  actual or  constructive  possession  of
Grantor, its affiliates, contractors, or its agents, together with an accounting
thereof.  Exercise of Grantee's rights under this paragraph, and the application
of any of the Rents to the obligations  secured hereby,  shall not cure or waive
any Event of Default or notice  thereof  hereunder  or  invalidate  any act done
pursuant hereto, but shall be cumulative and in addition to all other rights and
remedies of Grantee.

     10. Should the proceeds of the indebtedness secured by this Mortgage or any
part  thereof or any amount  paid out or advanced by Grantee be used to pay off,
discharge  or  satisfy  in whole or in part,  any lien or  encumbrance  upon the
Mortgaged Property, or any part thereof, then Grantee shall be subrogated to any
additional security held by the holder of such lien or encumbrance.

     11. Grantor shall not permit,  commit, or suffer no waste,  impairment,  or
deterioration of the Mortgaged  Property or any part thereof;  Grantor shall (i)
comply  with all  statutes,  orders,  requirements,  or decrees  relating to the
Mortgaged Property by any Federal,  State, or Local authority;  (ii) observe and
comply  with all  statutes,  orders,  requirements,  or decrees  relating to the
Mortgaged Property by any Federal, State, or Local authority;  (iii) observe and
comply with all conditions and requirements necessary to preserve and extend any
and all  rights,  licenses,  permits  (including,  but not  limited  to,  zoning
variances, special exceptions, and non-conforming uses), privileges, franchises,
and  concessions  which are  applicable to the Mortgaged  Property or which have
been granted to or contracted for by Grantor in connection  with any existing or
presently contemplated use of the Mortgaged Property; and (iv) permit Grantee or
Grantee's  agents,  at all  reasonable  times,  to enter  upon and  inspect  the
Mortgaged Property.
<PAGE>

     12. That  Grantor  will not  voluntarily  create or permit to be created or
filed against the Mortgaged  Property,  any mortgage lien or other lien or liens
inferior or superior to the lien of this  Mortgage,  except  those as may be set
forth on Exhibit "B" attached hereto,  or if filed, will have same discharged of
record  either by  payment,  the  bonding  thereof,  or other  lawful  means for
discharging any such lien,  within thirty (30) days after notice of filing,  and
on the  failure  of Grantor to perform  these  covenants,  or any part  thereof,
thereupon  the  principal  and all arrears of interest  shall,  at the option of
Grantee,  or any holder of the Note, become due and payable,  anything contained
herein to the contrary notwithstanding.

     13. (a) This  Mortgage is intended to be a security  agreement  pursuant to
the Michigan  Uniform  Commercial Code ("UCC").  As additional  security for the
Indebtedness,  Grantor hereby PLEDGES AND GRANTS A SECURITY  INTEREST TO Grantee
in all of the following property, now existing or hereafter arising:

     (i) all of the Mortgaged Property, including without limitation, the Rents;

     (ii) all  monies  and funds now or  hereafter  on  deposit  in any  account
consisting  of or relating to the Mortgaged  Property  maintained at the banking
offices of Grantee by or for the benefit of Grantor;

     (iii) any and all "goods" and  "equipment"  (as such term is defined in the
UCC) of Grantor  used or intended to be used in  connection  with  operation  or
maintenance  of all or any part of the Mortgaged  Property or all or any part of
any  improvements  to the  Mortgaged  Property  ("Improvements")  and all  other
articles of personal property now or hereafter  located in or upon,  attached to
or  used  or  intended  to be used in  connection  with  all or any  part of the
Mortgaged Property or all or any part of the Improvements,  and all replacements
thereof;

     (iv) all "accounts" and "general intangibles" (as such terms are defined in
the UCC) of Grantor  arising  from the  operation  of the all or any part of the
Premises or all or any part of the Improvements;

     (v)  all  construction  contracts,   architectural  contracts,   plans  and
specifications,  and building  permits and licenses  for any  Improvements,  now
existing or hereafter  arising,  and all "goods" (as such term is defined in the
UCC), including without limitation building materials,  inventory,  and supplies
now owned or  hereafter  acquired  by Grantor to be  incorporated  in or used or
intended to be used in connection with the construction of any Improvements;

     (vi) all additions,  substitutions  and "proceeds" (as such term is defined
in the UCC) of any and all of the foregoing.

Grantor  agrees to execute and deliver  financing  and  continuation  statements
covering  the  above  described  property  from time to time and in such form as
Grantee may require to perfect and continue the perfection of Grantee's  pledge,
lien or security  interest with respect to said property.  Grantor shall pay all
costs of filing such statements and renewals and releases  thereof and shall pay
all  reasonable  costs  and  expenses  of  any  record  searches  for  financing
statements Grantee may reasonably  require.  Upon the occurrence of any Event of
Default hereunder, Grantee shall have the rights and remedies of a secured party
under the UCC, as well as all other rights and  remedies  available at law or in
equity, and, at Grantee's option,  Grantee may also invoke the remedies provided
elsewhere in this Mortgage as to such property;
<PAGE>


     (b) This  Mortgage  constitutes  a financing  statement  filed as a fixture
filing  under  the UCC in the real  estate  records  of the  county in which the
Mortgaged  Property is located  with  respect to any and all  fixtures  included
within  the term  Mortgaged  Property  and with  respect  to any  goods or other
personal  property that may now be or hereafter become such a fixture.  PARTS OF
THE MORTGAGED PROPERTY ARE, OR ARE TO BECOME, FIXTURES ON THE PREMISES;

     (c) Grantor's address is:

                           Chesterfield Town Center LLC
                           45000 River Ridge Drive, Suite 200
                           Clinton Township, Michigan 48038
                           Attention: Mr. Gaetano T. Rizzo

     (d) Grantee's address is:

                  KeyBank National Association
                  100 South Main Street
                  Ann Arbor, Michigan  48104
                  Attention: Real Estate Capital

     (e) Grantor  agrees not to sell,  convey,  mortgage,  or grant any security
interest in, or otherwise  dispose of or encumber,  any of the  Collateral,  any
interest of Grantor in the  Collateral,  or any of Grantee's  right,  title,  or
interest in the Collateral  without first securing  Grantee's  written  consent;
Grantee may, at its sole option,  require Grantor to apply the proceeds from the
disposition of Collateral in reduction of the indebtedness secured hereby;

     (f)  Grantor  agrees  that  if  Grantor's  rights  in  the  Collateral  are
voluntarily  or  involuntarily  transferred,  whether  by  sale,  creation  of a
security interest,  attachment,  levy,  garnishment,  or other judicial process,
without the written consent of Grantee,  such transfer  constitutes a default by
Grantor under the terms of this Mortgage;

     (g)  Grantor  agrees  that  upon or after  the  occurrence  of any Event of
Default  hereunder,  Grantee may,  with or without  notice to Grantor,  exercise
Grantee's  rights to declare all indebtedness  secured by the security  interest
created hereby,  immediately  due and payable,  in which case Grantee shall have
all  rights  and  remedies  granted  by law and more  particularly  the  Uniform
Commercial Code, including,  but not limited to, the right to take possession of
the  Collateral,  and for this  purpose  Grantee may enter upon any  premises on
which any or all of the  Collateral  is situated  without being deemed guilty of
trespass and without liability for damages thereby  occasioned,  and Grantee may
further take  possession of and operate the  Collateral or remove the Collateral
therefrom.  Grantee shall have the further right to take any action that Grantee
deems necessary, appropriate, or desirable, at Grantee's option and in Grantee's
sole discretion,  to repair,  refurbish, or otherwise prepare the Collateral for
sale, lease, or other use or disposition, and to sell at public or private sales
or otherwise  dispose of, lease,  or utilize the Collateral and any part thereof
in any manner  authorized or permitted by law and to apply the proceeds  thereof
toward payment of any costs and expenses  including  reasonable  attorneys' fees
and legal expenses  thereby  incurred by Grantee and toward payment of Grantor's
obligations  including  the Note and all other  indebtedness  described  in this
Mortgage, in such order and manner as Grantee may elect. To the extent permitted
by law, Grantor  expressly waives any notice of sale or other disposition of the
Collateral  and  any  other  rights  or  remedies  of a  debtor  or  formalities
prescribed  by law relative to a sale or  disposition  of the  Collateral  or to
exercise any other right or remedy  existing  after  default  hereunder;  to the
extent any notice is  deposited  for  mailing,  postage  prepaid,  certified  or
registered mail, to Grantor at the address  designated in the first page of this
Mortgage  at least five (5) days  before the time of sale or


<PAGE>

disposition,  such notice shall be deemed reasonable and shall fully satisfy any
requirements for giving of said notice;

     (h) Grantor agrees, to the extent permitted by law and without limiting any
rights and privileges herein granted to Grantee, that Grantee may dispose of any
or all of the  Collateral at the same time and place upon giving the same notice
provided  for in  this  Mortgage,  and in the  same  manner  as the  nonjudicial
foreclosure sale provided under the terms and conditions of this Mortgage;

     (i) Grantor  authorizes  Grantee to file, in the  jurisdiction  where these
provisions and agreements will be given effect,  financing  statements  covering
the  Collateral,  and at the request of Grantee,  Grantor  will join  Grantee in
executing  one or  more  such  financing  statements  pursuant  to  the  Uniform
Commercial Code in a form satisfactory to Grantee, and Grantor will pay the cost
of  filing  the same or  filing  or  recording  this  Mortgage,  as a  financing
statement,  in all  public  offices  at any time and from time to time  wherever
Grantee  deems  filing  or  recording  of any  financing  statements  or of this
Mortgage to be desirable or necessary.

     14.  (a)_Grantor  represents  that, to the best of Grantor's  knowledge and
belief,  after due investigation and due inquiry, and except as disclosed in any
environmental  report or document  provided  by Grantee to Grantor  prior to the
date hereof,  (i) neither  Grantor nor any previous owner,  tenant,  occupant or
other user of the  Mortgaged  Property  has used,  generated,  stored,  treated,
produced,  handled or disposed of in, on,  under,  around or above the Mortgaged
Property, any "Hazardous Materials"  (hereinafter  defined);  (ii) the Mortgaged
Property  is not  currently  in  violation  of any  "Hazardous  Materials  Laws"
(hereinafter  defined)  or  "Wetlands  Laws"  (hereinafter  defined);  (iii) the
Mortgaged  Property  does not now contain and has not in the past  contained any
Hazardous  Materials;  (iv) the Mortgaged  Property does not now contain and has
not in the past  contained  any  underground  storage  tanks;  (v) no event  has
occurred with respect to the Mortgaged  Property which, with the passage of time
or the giving of notice or both,  would  constitute a violation of any Hazardous
Materials  Laws  or  Wetlands  Laws;  (vi)  there  are  no  agreements,  orders,
determinations,  permits or  directives  of or with any federal,  state or local
governmental agency or authority relating to the Mortgaged Property that require
any work, repair,  construction,  containment,  clean up, investigation,  study,
removal,  mitigation or other environmental  remedial action with respect to the
Mortgaged Property; and (vii) there are no actions,  suits, claims,  proceedings
or  investigations,  pending or  threatened,  arising  out of or relating to the
Mortgaged Property and any Hazardous Materials Laws or Wetlands Laws.

     (b) Grantor  covenants and agrees that (i) Grantor shall, and Grantor shall
cause all employees,  agents,  contractors and subcontractors of Grantor and all
other  persons who now or hereafter  are present on or occupying  the  Mortgaged
Property  to keep  and  maintain  the  Mortgaged  Property,  including,  without
limitation, the soil and ground water thereof, in compliance with, and not cause
or knowingly permit the Mortgaged Property,  including the soil and ground water
thereof,  to be in violation  of, any federal,  state or local  statutes,  laws,
ordinances,  rules,  guidelines,  regulations,  orders or directives relating to
industrial hygiene or to the environmental condition thereof (including, but not
limited to, any  Hazardous  Material  Laws or Wetlands  Laws);  and (ii) neither
Grantor nor any employees,  agents, contractors or subcontractors of Grantor nor
any other  persons who now or hereafter  occupy or are present on the  Mortgaged
Property shall (x) use, handle, generate,  manufacture, store or dispose of, on,
under,  around or above  the  Mortgaged  Property  or  transport  to or from the
Mortgaged Property any Hazardous Materials, except as such may be required to be
used,  handled,  stored, or transported in connection with the permitted uses of
the  Mortgaged  Property  and then only to the  extent  permitted  by law and in
strict  compliance  with  all  applicable  statutes,  laws,  ordinances,  rules,
guidelines and regulations,  including,  but not limited to, Hazardous Materials
Laws,  and only after  obtaining  and  keeping in force all  necessary  permits,
approvals and licenses therefor; or (y) perform, cause to be performed or


<PAGE>

permit any fill  activities  or other acts that would in any way fill,  destroy,
eliminate,  alter, obstruct,  interfere with, or otherwise affect any "Wetlands"
in violation of any Wetlands Laws.

     (c) Grantor  covenants and agrees  immediately to notify Grantee in writing
of: (i) any notices  (whether such notices are received  from the  Environmental
Protection Agency, or any other federal,  state or local governmental  agency or
regional office thereof) of an actual  violation or potential  violation that is
received by Grantor of any  Hazardous  Materials  Laws or of any Wetlands  Laws;
(ii) any  enforcement,  cleanup,  removal or other  governmental  or  regulatory
demands made or actions  threatened,  instituted  or  completed  pursuant to any
Hazardous  Materials Laws or Wetlands Laws;  (iii) any claims or demands made or
threatened by any third party against Grantor or the Mortgaged Property relating
to  actual  or  alleged   damage,   contribution   obligations,   cost  recovery
compensation,  loss or injury resulting from any Hazardous Materials or Wetlands
(the  matters set forth in clauses  (i),  (ii) and (iii)  above are  hereinafter
referred to as "Hazardous  Materials or Wetlands  Claims");  and (iv) Borrower's
discovery of any  occurrence  or condition  in, on,  under,  around or above the
Mortgaged  Property or any real  property  adjoining  or in the  vicinity of the
Mortgaged  Property that could cause the Mortgaged  Property or any part thereof
to be subject to any restrictions on the ownership,  occupancy,  transferability
or use of the Mortgaged Property under any Hazardous  Materials Laws or Wetlands
Laws.

     (d) Grantor  shall be solely  responsible  for and agrees to indemnify  and
hold harmless Grantee, its directors,  officers,  employees,  agents, successors
and assigns from and against,  any claim, action, cause of action, loss, damage,
cost, expense or liability, directly or indirectly, in whole or in part, arising
out of or attributable to: (i) the breach,  violation or threatened violation of
any  applicable   environmental  law,   ordinance,   regulation,   rule,  order,
determination,  directive or permit,  including,  but not limited to,  Hazardous
Materials  Laws and  Wetlands  Laws,  relating to Grantor  and/or the  Mortgaged
Property; and (ii) the use, handling,  generation,  storage, release, threatened
release,  discharge or disposal of Hazardous Materials or Wetlands in, on, under
or above the Mortgaged Property (whether by Grantor or a predecessor in title or
past, present or future tenant,  occupant or other user or any employee,  agent,
contractor or  subcontractor of Grantor or any predecessor in title or any third
persons at any time occupying or present on the Mortgaged Property),  including,
without limitation:  (x) all consequential damages; (y) the cost of any required
or necessary  repair,  response,  cleanup,  remediation or detoxification of the
Mortgaged  Property or any  adjoining  property,  including  the soil and ground
water thereof,  and the preparation and implementation of any closure,  remedial
or other  required  plans  incurred  by Grantee;  (z) damage to any  Wetlands or
natural  resources;  and (d) all costs  and  expenses  incurred  by  Grantee  in
connection  with  clauses  (x),  (y),  and (z),  including  but not  limited  to
reasonable  attorneys' and consultants' fees;  provided,  however,  that nothing
contained in this Paragraph  shall be deemed to (1) create or give any rights to
any person other than Grantee and its successors and assigns,  it being intended
that  there  shall be no third  party  beneficiary  of such  provisions,  or (2)
preclude  Grantor from seeking  indemnification  from,  or otherwise  proceeding
against,  any  third  party  including,   without  limitation,   any  tenant  or
predecessor in title to the Mortgaged Property.

     (e) Grantor agrees to indemnify and hold harmless  Grantee from and against
any and all claims,  demands,  losses, costs,  expenses,  liabilities,  suits or
damages  of  whatsoever  kind or nature,  including  interest,  assessments  and
reasonable  attorneys' fees, which arise, result from, or in any way relate to a
breach or violation of, or any failure of the  Mortgaged  Property or any owner,
occupant or user thereof,  either prior to or subsequent to the date hereof,  to
comply fully with any Hazardous  Materials Laws.  Grantor will  immediately upon
demand pay Grantee for the cost and expense of any  environmental  inspection or
assessment of the Mortgaged Property obtained by Grantee on or after the date of
this  Mortgage,  which may be  obtained by Grantee in its sole,  but  reasonable
discretion. Grantor acknowledges and agrees that the provisions,  covenants, and
indemnity  obligations  set forth in this  Paragraph  14 are not  subject to any
exculpatory  provision  contained  in any  of  the  Loan  Documents  that  might
otherwise  limit  Grantee's  recourse to the Mortgaged  Property or to any other
security for the


<PAGE>

indebtedness or that might otherwise limit Grantee's rights to a personal and/or
deficiency  judgment  against Grantor.  Grantor further  acknowledges and agrees
that the provisions of this Paragraph shall not be affected by the invalidity or
unenforceability of any term or provision of the Loan Documents, by the death of
Grantor  (or  in the  event  that  Grantor  is an  entity,  the  dissolution  or
termination of such entity) or by the discharge, release or satisfaction of this
Mortgage or the payment in full of the indebtedness secured hereby.

     (f)  "Hazardous  Materials  Laws" means all applicable  federal,  state and
local statutes, laws, ordinances,  regulations,  rules, orders,  determinations,
directives and permits relating to any "Hazardous Materials", including, but not
limited to, the Comprehensive Environmental Response, Compensation and Liability
Act of 1980,  as amended,  the Toxic  Substances  Control  Act, as amended,  the
Hazardous Materials  Transportation Act, as amended,  the Resource  Conservation
and  Recovery  Act, as amended,  the Federal  Water  Pollution  Control  Act, as
amended and any so-called "Superfund" or "Superlien" law.

     (g)  "Hazardous  Materials"  means,  without  limitation,   asbestos,  urea
formaldehyde,   polychlorinated   biphenyl's,   petroleum  and  petroleum  based
products,  methane,  radon,  lead,  any  flammable  substance or  material,  any
explosive,  any radioactive substance or material and any hazardous,  dangerous,
toxic  or  regulated  waste,  substance,  pollutant,  contaminant  or  material,
including,  without  limitation,  any  substances  or  materials  defined  as or
included within the definition of "hazardous  substances,"  "hazardous  wastes,"
"hazardous materials," or "toxic substances" under any Hazardous Materials Laws.

     (h) "Wetlands Laws" means, without limitation, 33 C.F.R. Sec. 328.3 and any
comparable state and local law, statute, ordinances, rule or regulation.

     15. An "Event of Default"  shall be deemed to have taken  place  within the
meaning of this Mortgage if:

     (a) Default  shall be made in making any  payment,  when due and within any
applicable  grace  period,  under the Note or on  account  of any other  related
indebtedness of Grantor to Grantee or to Comerica Bank;

     (b) Default shall be made in the performance or observance of any covenant,
or agreement of Grantor herein contained,  subject to the cure provisions of the
Note which are incorporated herein by this reference;

     (c) Any representation,  warranty,  certification,  or material information
made or furnished to Grantee by or behalf of Grantor is  incomplete,  inaccurate
or misleading in any material respect when made or furnished;

     (d) Subject to any applicable grace and notice and cure period specifically
set forth in the applicable  Loan Document,  a default or event of default shall
be  made  or  shall  have  occurred  in the  performance  or  observance  of any
representation,  warranty,  covenant,  condition  or  agreement  on the  part of
Grantor  to be kept or  performed  under the Note or under  any other  contract,
agreement, note, mortgage, pledge agreement, guaranty or any other instrument or
document now or  hereafter  executed  and  delivered by Grantor to evidence,  to
secure,  or in connection  with, any related  indebtedness of Grantor to Grantee
(including, without limitation, the Note);

     (e)  Grantor  shall  abandon all or any part of the  Mortgaged  Property or
shall sell,  lease,  convey or transfer (or contract to sell,  lease,  convey or
transfer) all or any part of the Mortgaged


<PAGE>

Property,  any interest of Grantor in
the Mortgaged  Property or any interest in Grantor (if thereafter the Guarantors
directly or indirectly own less than a controlling  interest in Grantor) without
first obtaining Grantee's written consent therefor;

     (f) Grantor shall assign all or any part of the rents, issues or profits of
the  Mortgaged  Property  other than to Grantee or Comerica  Bank without  first
obtaining  Grantee's  written  consent  or, by the  cancellation,  surrender  or
modification of any existing lease (or in any other manner) the security for the
payment of the  indebtedness  hereby secured shall be in any manner impaired and
in any and every such case Grantee may proceed  forthwith to enforce the same as
hereinafter set forth.

     16.  Upon the  occurrence  of an Event of Default,  Grantee  shall have the
right, but not the obligation, to take possession of the Premises, rent the same
and  collect  all  rents due on the  Premises,  and  after  deducting  Grantee's
reasonable  charges therefor,  apply the proceeds to the payment of the Note and
liabilities created by any of the agreements above recited,  and may so continue
to do until full payment and performance shall have been thus effected.

     17. Upon the occurrence of an Event of Default, foreclosure proceedings may
be instituted,  at the option of Grantee.  In any such action,  Grantee shall be
entitled,  without  notice and without regard to the adequacy of the security of
the debt, to the  appointment of a receiver of the rents,  issues and profits of
the Mortgaged Property. If, in contemplation of legal proceedings,  by reason of
any  default  hereunder,  Grantee  shall  incur  any cost or  expense  for title
examination,  Grantee  shall have an immediate  claim against  Grantor  therefor
together with a lien on the Mortgaged Property for the cost and expense thereof.
In case of foreclosure, the Mortgaged Property may be offered for sale in one or
more parcels at the election of Grantee.

     18.  Grantee is authorized  and  empowered to do all things  provided to be
done by a mortgagee  under  Michigan  law,  and any  amendments  or  supplements
thereto. Without limiting the foregoing, Grantor hereby grants power to Grantee,
upon the  occurrence  of any such Event of  Default,  to grant,  bargain,  sell,
release and convey the Mortgaged  Property at public auction or venue,  and upon
such sale to execute and deliver to the  purchaser(s)  instruments of conveyance
pursuant to the terms hereof and to the applicable  laws.  Grantor  acknowledges
that the foregoing sentence confers a power of sale upon Grantee,  and that upon
any Event of  Default  this  Mortgage  may be  foreclosed  by  advertisement  as
described below and in the applicable  Michigan  statutes.  Grantor  understands
that upon the occurrence of any Event of Default,  Grantee is hereby  authorized
and empowered to sell the Mortgaged  Property,  or cause the same to be sold and
to convey the same to the  purchaser  in any lawful  manner,  including  but not
limited  to  that  provided  by  Chapter  32 of the  Revised  Judicature  Act of
Michigan,  entitled  "Foreclosure of Mortgage by  Advertisement,"  which permits
Grantee to sell the Mortgaged  Property without affording Grantor a hearing,  or
giving it actual personal notice.  Grantor further acknowledges that Grantee, at
its  option,   may  choose  to  proceed   with   "Foreclosure   of  Mortgage  by
Advertisement"  as set forth above or proceed with "Foreclosure by Court Action"
pursuant to MSA 27A.3101.

     19. That the failure of Grantee to declare a forfeiture upon default in the
performance  of any of the  conditions of this Mortgage or upon the happening of
any of the events herein mentioned, shall not be a waiver of Grantee's rights at
any time to declare such  forfeiture  nor shall such failure  estop Grantee from
asserting any rights  hereunder,  and Grantee may enforce any one or more of its
rights or remedies successively or concurrently at its option.

     20. Grantor will pay all costs and expenses  reasonably incurred by Grantee
because of Grantor's failure to pay or perform Grantor's obligations  hereunder,
including reasonable  attorneys' fees, with interest from the date of payment by
Grantee  of such cost or  expense,  until paid by  Grantor,  at a rate




<PAGE>

per annum equal to the Default Rate specified in the Note. Such amounts shall be
payable by Grantor upon Grantee's demand and shall also be secured hereby.

     21.  Grantor  will  immediately  upon  demand pay  Grantee for the cost and
expense of any  appraisal of the  Mortgaged  Property  obtained by Grantee on or
after  the date of this  Mortgage  if such  appraisal  is  obtained  by  Grantee
pursuant to the requirements of any law, statute, rule, regulation, interpretive
ruling, opinion, or directive, whether now existing or hereafter arising, of any
federal  or  State  governmental  agency  or  unit  governing,   regulating,  or
controlling the activities or business of Grantee.

     22. This Mortgage is and shall be at all times subordinate to and junior in
right of priority to that certain Continuing  Collateral Mortgage dated June 19,
2003, made by Grantor in favor of Grantee (the "Comerica Mortgage");  and for so
long as the Comerica  Mortgage shall remain  unsatisfied,  the rights of Grantee
under Paragraphs 4, 5 and 9 hereof shall be subordinate to or not be exercisable
by Grantee, as applicable, without the prior written consent of Comerica Bank.

     NOW, THEREFORE,  if Grantor shall well and truly perform all the conditions
of this  Mortgage  and pay the Note and all  other  liabilities  which  shall be
secured hereby,  then this Mortgage shall be void (except as otherwise  provided
herein to the contrary  with  respect to  environmental  matters),  otherwise it
shall remain in full force and effect.

     The  covenants   herein   contained   shall  bind  the  heirs,   executors,
administrators,  successors, and assigns of Grantor, and any holder hereof shall
succeed to all rights, powers, and options herein given to Grantee.



                            [SIGNATURES ON NEXT PAGE]




<PAGE>



     IN WITNESS  WHEREOF,  Grantor has executed  this Mortgage as of the day and
year first above written.

                               CHESTERFIELD TOWN CENTER LLC,
                               a Michigan limited liability company

         _____             By: TRINITY OF MICHIGAN, LLC,
         _____                 a Michigan limited liability company,
         _____                 Member

         _____                 By:  Trinity Management, Inc.,
         _____                      a Michigan corporation,
         _____                      Its:Manager

         _____                      By: /s/ Carlo J. Catenacci
         _____                          Carlo J. Catenacci, President

         _____             By: GARLAND COMMONS, L.L.C.,
         _____                 a Michigan limited liability company,
         _____                 Member

         _____                 By:  GTR Garland, Inc.,
         _____                      a Michigan corporation,
         _____                      Its:Manager

         _____                      By: /s/ Gaetano T. Rizzo
         _____                          Gaetano T. Rizzo, President


STATE OF MICHIGAN          )
                                    )ss.
COUNTY OF MACOMB           )

     Before  me, a Notary  Public in and for said State and  County,  personally
appeared  Carlo J.  Catenacci,  the  President  of TRINITY  MANAGEMENT,  INC., a
Michigan  corporation,  the  Manager  of TRINITY  OF  MICHIGAN,  LLC, a Michigan
limited liability  company, a Member of CHESTERFIELD TOWN CENTER LLC, a Michigan
limited  liability  company,  who  acknowledged  that he did sign the  foregoing
instrument on behalf of said limited  liability company and that the same is his
free act and deed and the free act and deed of said limited liability company.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 30th
day of April, 2003.

                            /s/ Tanya M.H. Wright
                           Notary Public



<PAGE>






STATE OF MICHIGAN          )
                           )ss.
COUNTY OF MACOMB           )

     Before  me, a Notary  Public in and for said State and  County,  personally
Gaetano T. Rizzo,  the President of GTR GARLAND,  INC., a Michigan  corporation,
the Manager of GARLAND COMMONS,  L.L.C., a Michigan limited liability company, a
Member of CHESTERFIELD  TOWN CENTER LLC, a Michigan limited  liability  company,
who  acknowledged  that he did sign the  foregoing  instrument on behalf of said
limited  liability  company  and  that the same is his free act and deed and the
free act and deed of said limited liability company.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 30th
day of April, 2003.
                                            /s/ Tanya M.H. Wright
                                          Notary Public

This instrument prepared by:              When recorded return to:

Robert D. Mollhagen, Esq.                 KeyBank National Association
Howard & Howard Attorneys, P.C.           100 South Main Street
The Phoenix Building, Suite 500           Ann Arbor, Michigan  48104
222 North Washington Square               Attention: Real Estate Capital Client
Lansing, Michigan  48933                  Services



<PAGE>

                                                     EXHIBIT A
                                                        to
                                               REAL ESTATE MORTGAGE


Portion  of  Lots I thru 7,  inclusive  of  "Edsel  Ford-Rosso  Subdivision"  as
recorded in Liber 38 of Plats,  page 13, Macomb  County  Records and part of the
Northeast  Quarter and Southeast Quarter of Section 31 and Part of the Northwest
Quarter of Fractional Section 32, T.3N, R.14 E., Chesterfield  Township,  Macomb
County, Michigan, being described as:

Commencing  at the  Northeast  comer of  Section  31 being  Northwest  corner of
Section 32; thence N.88 17'21"E.  (recorded as N.88 12'43"E.)  361.20 feet along
the North line of  Fractional  Section 32 to the Westerly  Line of Private Claim
144, also being the West line of Industrial Park-21 Subdivision as recorded in
Liber 86 of Plat's,  pages 23 thru 25 Inclusive,  Macomb County records;  thence
S.02 25'07"W.  93_24 feet (recorded as S.02 25'32"W.  93.52 feet) along the West
line of Private Claim 144 and the West line of said Industrial  Park-21 to the
point of beginning;  thence continuing  S.02 25"O7"W,  1461.13 feet (recorded as
S.02 25'32"W.  1461.62  feet also  recorded  as) along the West line of  Private
Claim  144 and the West  line of said  Industrial  Park-21  , the West line of
Industrial  Park  21-2 as  recorded  in Libor 89 of  Plats,  pages 35 thru 37,
inclusive,  Macomb County  records to the Southwest  corner of said  Industrial
Park 21-2 and Northwest comer of Industrial Park 21-3 as recorded in Liber 90
of  Plats,  pages  28  thru  32,  inclusive,   Macomb  County  records;   thence
S.022 8'46"W.  (recorded  as  S.02 28'58"W.)  337.70 feet along the West line of
Private  Claim  144  and  the  West  line  of  "Industrial  Park  21-3";  thence
N.85 50'37"W.  266.90 feet; thence S.145 8'20"W. 107.80 feet; thence 612.01 feet
along a tangent  curve to the right  having a radius of 648.00  feet,  a central
angle of  54 06'49",  and whose chord bears  S.42 01'44"W.  589.52 feet;  thence
450.10 feet (recorded as 449.80 feet) along a tangent curve to the left having a
radius of 457.00 feet, a central angle of 56 25'50" (recorded as 56 23'36"), and
whose chord bears  S.40 52'14"W.  432.13 feet (recorded as S.40 53'21"W.  431.86
feet) to the East and West  Quarter  Line of Section  31;  thence  S.0l 28'36"E.
1241,25 feet  (recorded as  S.0l 27'52"E.  1241.05 feet);  thence  N.88'39'44"W.
93.08 feet; thence 5.01 23'16"W.  1295.34 feet (recorded as 1295.56 feet) to the
North right of way of M-59 (Variable right of way); thence  N.83 30'14"W,  26,61
feet (recorded as  N.83 29'19"W.'  26_83 feet) along the North right of way line
of M-59; thence S.88 04'03"W.  1420.41 feet along the North right of way of M-59
to the Southeasterly right of way of I-94 (Limited Access); thence N.46 55'58"W.
127.28 feet along the Southeasterly  right of way of 1-94; thence  N.0l 55'58"W.
279.57 feet along the Southeasterly  right of way of I-94; thence  N.14 48'47"W.
631.95 feet along the Southeasterly  right of way of I-94; thence  N.08 05'53"E,
603.00 feet along the Southeasterly  right 9f way of 1-94; thence  N.24 12'26"E.
1050.56 feet  (recorded as  N.24 12'13'E.1050.82  feet) along the  Southeasterly
right of way of 1-94 to the East and West  Quarter  line of Section  31;  thence
N.87"56'57"E.  102.65  feet;  thence  N.01 43'12"W.  211.26  feet  (recorded  as
N.01 38'59"W,  211.13 feet) to the  Southeasterly  right of way of 1-94 (Limited
Access);  thence N.24 11'37"E.  1710.04 feet (recorded as N.24 12'13"E.  1710.00
feet) along the Southeasterly right of way of 1-94; thence N.28 44'43"E.  187.31
feet (recorded as N.28 46'20"E.  187.37 feet) along the  Southeasterly  right of
way of I-94;  thence 29251 feet  (recorded as 297.27 feet) along a tangent curve
to the right having a radius 599.07 feet, a central angle of 28 2714"  (recorded
as  28 25'53")  and  whose  chord is  N.42 58'20"E.  294,46  feet  (recorded  as
N.42 59'16"E.  294.23 feet) along the Southeasterly right of way of I-94; thence
N.57 12'57"E.  695.12 feet  (recorded  as  N.57 12'13"E.  695.41 feet) along the
Southeasterly right of way of I-94; thence 335.63 feet (recorded as 335.59 feet)
along a tangent  curve to the right  having a radius of 966.74  feet,  a central
angle of 19 53'30"  (recorded  as  19"53'22")  and whose chord is  N.67 09'42"E.
333.95 feet  (recorded as  N.67 08'54"E.  333.91  feet) along the  Southeasterly
right of way of 1-94 to the East  line of  Section  31  being  the West  line of
Section 32;  thence  169.90 feet  (recorded as 169.94 feet)  continuing  along a


<PAGE>

tangent  curve to the right having a radius of 966.74  feet, a central  angle of
10 04'11"  (recorded as 10 04'19") and whose chord is N.82 08'32"E.  169.68 feet
(recorded as N.82 07'44"E.  169.72 feet) along the Southeasterly right of way of
1-94; thence  N.87 10'38"E.  186.63 feet (recorded as N.87 09'53"E.  186.58 feet
also  recorded  as 186.61  feet)  along the  Southeasterly  right of way of I-94
(limited access) to the point of beginning.

 Parcel Identification Number:             09-31-402-004
                                           09-31-402-005
                                           09-31-402-006
                                           09-31-451-009
                                           09-31-451-011
                                           09-31-451-013
                                           09-31-451-015
                                           09-31-451-017
                                           09-31-451-019
                                           09-31-451-021
                                           09-31-251-003
                                           09-31-276-002
                                           09-31-226-003

Commonly known as: Vacant Land




<PAGE>




                                                     EXHIBIT B
                                                        to
                                               REAL ESTATE MORTGAGE


                                                    Exceptions

     1. Continuing  Collateral Mortgage in favor of Comerica Bank dated June 19,
2003.

     2. Rights of the public and of any  governmental  unit in any part  thereof
taken, used or deeded for street, road or highway purposes.

     3. Easement in favor of the Township of Chesterfield for sanitary sewer, as
set forth in  instrument(s)  recorded in liber  6790,  page 367,  Macomb  County
Records, as to Parcel 1.

     4. Right-of-Way in favor of the County Drain Commissioner, over the east 60
feet of subject  property,  recorded  in liber  2113,  page 789,  Macomb  County
Records, as to Parcel 1.

     5.  Terms  and  conditions  of  a  certain  Easement  Agreement  for  sewer
facilities  by and between the Township of  Chesterfield  and the Board of Water
Commissioners,  as recorded in liber 4166,  page 924,  liber 4166,  page 934 and
liber 4166, page 944, Macomb County Records, as to Parcel 1.

     6. Terms, conditions, covenants and restrictions, as reserved in instrument
recorded in liber 3908, page 118, Macomb County Records, as to Parcel 1.

     7. Right of Way and Easement in favor of the County of Macomb, as set forth
in instrument(s)  recorded in liber 2481, page 176, Macomb County Records, as to
Parcel 1.

     8.  Terms,  conditions,   covenants,  and  restrictions,   as  reserved  in
instrument recorded in liber 1988, page 399, Macomb County Records, as to Parcel
1. BUT OMITTING ANY COVENANT OR RESTRICTION BASED ON RACE, COLOR, RELIGION, SEX,
HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN.

     9. Terms,  conditions and  stipulations in favor of Michigan  Department of
Transportation, as recorded in liber 7145, page 183, in liber 7145, page 860 and
in liber 7145, page 865, Macomb County Records, as to Parcels 2 and 3.

     10. Tucker Drain, as shown on County Tax Maps.

     11. Access Drive PVC  Crossovers,  C.I.  Crossovers,  C.I.  Culverts,  C.I.
Pipes, C.I. Crossovers with valve boxes, inlet boxes, pump house, concrete slab,
retaining  wall and existing rate, as disclosed in a certain survey by Anderson,
Eckstein and Westrick Inc., dated November 26, 2002 being Job No. 126-547, as to
Parcel 1.

     12. Taxes  constituting a lien against the Mortgaged Property which are not
due and payable.




<PAGE>

                                                                 [EXHIBIT 10.9]


                                INTERCREDITOR AND
                             SUBORDINATION AGREEMENT


     THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (the "Agreement") is made as
of April 30, 2003, by and among  COMERICA BANK, a Michigan  banking  corporation
("Senior Lender"),  KEYBANK NATIONAL ASSOCIATION, a national banking association
("Subordinate  Lender"),  and  CHESTERFIELD  TOWN CENTER LLC, a Michigan limited
liability company ("Borrower").

                                    RECITALS

     A. Senior  Lender has agreed to make a loan to  Borrower  in the  aggregate
principal  sum of up to  $5,940,000  (the "Senior  Loan"),  which Senior Loan is
evidenced by that certain  Promissory  Note dated on or about June 19, 2003 (the
"Senior Note") executed by Borrower and payable to Senior Lender or its order.

     B. Payments under the Senior Note are secured by, among other things,  that
certain  Continuing  Collateral  Mortgage of even date with the Senior Note (the
"Senior Mortgage"), executed by Borrower for the benefit of Senior Lender, to be
recorded  contemporaneously  herewith with the Macomb County  Register of Deeds,
encumbering  certain real  property  described  more fully in Exhibit A attached
hereto  (the  "Property").  The  Property  and all other  property  of  Borrower
securing  the  Senior   Indebtedness  is  referred  to  herein  as  the  "Senior
Collateral."  The Senior Note, the Senior  Mortgage and all other  documents and
instruments  evidencing  and  securing  the  Senior  Loan as listed on Exhibit B
attached  hereto  are  herein  after  collectively  referred  to as the  "Senior
Documents."  All  amounts  due under the Senior  Note and any other  Senior Loan
Document are hereinafter referred to collectively as the "Senior Indebtedness."

     C.  Subordinate  Lender is the owner and holder of that certain Real Estate
Mortgage, dated as of June 18, 2003 (the "Subordinated  Mortgage"),  executed by
Borrower   for  the  benefit  of   Subordinate   Lender,   and  to  be  recorded
contemporaneously herewith with the Macomb County Register of Deeds, encumbering
the Property  and securing  indebtedness  in the  original  principal  amount of
$1,700,000.00  (the  "Subordinate  Loan").  The Subordinate Loan is evidenced by
that certain Promissory Note dated April 30, 2003 (the "Subordinate  Note"). The
Subordinate Note, the Subordinated  Mortgage and all other documents  evidencing
and securing the  Subordinated  Loan as listed on Exhibit C attached  hereto are
hereinafter  referred to collectively as the  "Subordinate  Loan Documents." All
amounts due under the Subordinate  Note and any other  Subordinate Loan Document
are hereinafter referred to collectively as the "Subordinate Indebtedness."

     D. The  parties  desire to set  forth the  certain  agreements  among  them
relating to the Senior Loan, the Senior  Indebtedness,  the Subordinate Loan and
the Subordinate Indebtedness.

     NOW,  THEREFORE,  in  consideration of the foregoing and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto represent, warrant and agree as follows:

     1. Subordinate Loan Documents.  Subordinate  Lender represents and warrants
that copies of the  Subordinate  Loan Documents  previously  delivered to Senior
Lender  represent all of the documents  evidencing and securing the  Subordinate
Indebtedness  and that such previously  delivered  copies are true,  correct and
complete copies of such documents. The Subordinate Indebtedness shall not exceed
a principal amount of $1,700,000.00.

<PAGE>

     2. Senior Loan Documents. Senior Lender represents and warrants that copies
of  the  Senior  Loan  Documents  previously  delivered  to  Subordinate  Lender
represent all of the documents  evidencing and securing the Senior  Indebtedness
and that such previously  delivered copies are true, correct and complete copies
of such documents.  The Senior  Indebtedness shall not exceed a principal amount
of $5,940,000.00.

     3. Subordination of Subordinate Mortgage.  Subordinate Lender hereby agrees
that the  Subordinate  Mortgage and all interests of  Subordinate  Lender in the
Senior  Collateral  are and  shall be  subject  and  subordinate  to the  Senior
Mortgage  and all  interests  of  Subordinate  Lender in the Senior  Collateral,
including and to any and all amendments, modifications, extensions, replacements
or renewals of the Senior Loan Documents, and to any and all advances heretofore
made or  hereafter  to be made under the Senior Loan  Documents  pursuant to the
terms   thereof  up  to  an  aggregate   principal   amount  of  not  more  than
$5,940,000.00,  excluding  protective  advances  pursuant  to  the  Senior  Loan
Documents.

     4. Payments on Subordinate Indebtedness.  Notwithstanding the provisions of
Section 2 herein,  Subordinate  Lender shall be  permitted to receive  regularly
scheduled payments as provided in the Subordinate Loan Documents.

     5. Payments Held in Trust.  Until the Senior  Indebtedness  shall have been
paid in full,  in the event that  Subordinate  Lender  receives any payment from
Borrower or from any other  source  whatsoever  constituting  part of the Senior
Collateral  other than as expressly  permitted by Senior  Lender or the terms of
this Agreement, such payment shall be received and held by Subordinate Lender in
trust for Senior Lender and, upon request from Senior Lender,  shall be promptly
paid over by Subordinate Lender to Senior Lender up to the balance of the Senior
Indebtedness.

     6. Insurance and Condemnation  Proceeds.  Subordinate Lender agrees that in
the event of a casualty to any  buildings  or  improvements  constructed  on the
Property or a  condemnation  or taking under a power of eminent domain of all or
any portion of the Property,  the buildings or improvements thereon, or a threat
of such a  condemnation  or taking,  all payments and  settlements  of insurance
claims or  condemnation  awards or payments in anticipation of condemnation or a
taking shall be paid to Senior  Lender or at Senior  Lender's  direction for use
and  application  pursuant  to the  terms  and  provisions  of the  Senior  Loan
Documents;  provided, that after payment in full of the Senior Indebtedness, any
remaining  sums from any of the foregoing  sources shall be paid to  Subordinate
Lender to the extent of the Subordinate Indebtedness.

     7. Notices of Default.

     (a) Subordinate Indebtedness.

     (i) Notice. Subordinate Lender shall deliver to Senior Lender copies of any
notice of default or other notice given or received by  Subordinate  Lender with
respect to the Subordinate  Indebtedness  and Senior Lender shall have the right
to cure any  default  under any of the  Subordinate  Loan  Documents  within the
applicable cure period set forth in such Subordinate Loan Documents.

     (ii)  Right to Cure;  Notice to  Borrower  of  Intent to Cure.  Subordinate
Lender  agrees that Senior Lender shall have until the later of (x) the last day
of any applicable  cure period of Borrower with respect to such default or (y) a
period of seven (7)  business  days  following  receipt of a Notice  pursuant to
Section  7(a)(i),  to cure such  default.  Senior Lender shall give Borrower not
less than  three (3)  business  days  prior  written  notice of Senior  Lender's
intention to cure any such default.


<PAGE>

     (b) Senior Indebtedness.

     (i) Notice. Senior Lender shall deliver to Subordinate Lender copies of any
notice of any monetary  default under or intent to accelerate or acceleration of
the Senior  Indebtedness  ("Notice") and Subordinate Lender shall have the right
to cure any default under the Senior Loan Documents  within the applicable  cure
period set forth in the Senior Loan Documents.

     (ii) Right to Cure;  Notice to  Borrower of Intent to Cure.  Senior  Lender
agrees that Subordinate Lender shall have until the later of (x) the last day of
any  applicable  cure period of Borrower  with  respect to such default or (y) a
period of seven (7)  business  days  following  receipt of a Notice  pursuant to
Section  7(b)(i),  to cure such  default.  Senior Lender shall give Borrower not
less than three (3) business days prior written notice of  Subordinate  Lender's
intention to cure any such default.



     8. Waiver of Subrogation Rights. Until such time as the Senior Indebtedness
has been paid in full, Subordinate Lender waives and releases any and all rights
of subrogation  which it may have against the Property which  subrogation  would
result in  Subordinate  Lender  obtaining  a priority  equal or  superior to the
priority of the Senior Loan Documents for any funds which Subordinate Lender may
advance  either to cure  defaults  under the Senior Loan  Documents or pay liens
encumbering the Property or otherwise  protect the lien of the Subordinate  Loan
Documents or any of them.

     9. Miscellaneous.

     (a) This  Agreement  shall inure to and be binding upon the  successors and
assigns of each of the parties  hereto.  The parties  hereto shall  execute such
further  documents  or  instruments  and  take  such  further  action  as may be
necessary from time to time to carry out the intent of this Agreement.

     (b)  Senior  Lender  shall  not be  prejudiced  in its  rights  under  this
Agreement by any act or failure to act of Borrower,  or Subordinate  Lender,  or
any  non-compliance  of Borrower or  Subordinate  Lender with any  agreement  or
obligation,  regardless of any knowledge thereof which Senior Lender may have or
with  which  Senior  Lender  may be  charged;  and no action  of  Senior  Lender
permitted  hereunder shall in any way affect or impair the rights of Subordinate
Lender and the obligations of Subordinate Lender under this Agreement.  No delay
on the part of Senior Lender or Subordinate Lender in the exercise of any rights
or remedies shall operate as a waiver thereof, and no single or partial exercise
by either  of any  right or remedy  shall  preclude  other or  further  exercise
thereof or the exercise of any other right or remedy; nor shall any modification
or waiver of any of the  provisions  of this  Agreement  be binding  upon either
except as expressly  set forth in writing duly signed and delivered on behalf of
the other.

     (c) All notices,  demands and other  communications in connection with this
Agreement  shall be in writing and shall be deemed to be given to or served upon
the addressee thereof upon actual delivery to the addresses designated below for
the parties,  respectively,  or 72 hours after the deposit thereof at any branch
of the United States Post Office, certified or registered mail, postage prepaid,
addressed as follows:

         If to Senior Lender:               Comerica Bank
                                            500 Woodward Avenue
                                            Detroit, Michigan 48226
                                            Attention:  Geoffrey N. Payne

         If to Subordinate Lender:          KeyBank National Association
                                            100 S. Main Street
                                            Ann Arbor, Michigan 48104
                                            Attention:  Real Estate Capital

         If to Borrower:                    Chesterfield Town Center LLC
                                            45000 River Ridge Drive, Suite 200
                                            Clinton Township, Michigan 48038
                                            Attention: Carlo J. Catenacci

                                            and

                                            GTR Builders, Inc.
                                            44899 Centre Court, Suite 101
                                            Clinton Township, Michigan  48038
                                            Attention:  Gaetano T. Rizzo

     By notice  complying  with this  Section,  each party may from time to time
change the address to be  subsequently  applicable to it for the purpose of this
Section.

     (d) This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of  Michigan.  Wherever  possible  each  provision of this
Agreement  shall be  interpreted  in such a manner as to be effective  and valid
under  applicable law but if any provision of this Agreement shall be prohibited
by or invalid under such law, such provision  shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provision or the remaining provisions of this Agreement.

     (e) This Agreement  shall  terminate upon full and final payment of any and
all amounts due under the Senior Indebtedness.

     (f) This  Agreement  may be  executed in one or more  counterparts,  all of
which together shall  constitute a single document;  and, a facsimile  signature
shall be effective as an original signature.





                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

     IN WITNESS WHEREOF,  the parties have executed and delivered this Agreement
as of the date first written above.

SENIOR LENDER:                                       BORROWER:

COMERICA BANK,                      CHESTERFIELD TOWN CENTER LLC,
a Michigan banking corporation      a Michigan limited liability company

By:  /s/ Geoffrey N. Payne          By: TRINITY OF MICHIGAN, LLC,
     Geoffrey N. Payne              a Michigan limited liability company,
Its: Vice President                     Member

                                    By:  Trinity Management, Inc.,
SUBORDINATE LENDER:                 a Michigan corporation,
                                    Its:Manager
KEYBANK NATIONAL ASSOCIATION,
a national banking association      By: /s/ Carlo J. Catenacci
                                    Carlo J. Catenacci, President
By:  /s/ David F. Baker
     David F. Baker                 By: GARLAND COMMONS, L.L.C.,
Its: Senior Vice President          a Michigan limited liability company,
                                    Member

                                   By:  GTR Garland, Inc.,
                                    a Michigan corporation,
                                    Its:Manager

                                    By: /s/ Gaetano T. Rizzo
                                        Gaetano T. Rizzo, President



<PAGE>


STATE OF MICHIGAN )
                  )ss.
COUNTY OF MACOMB  )

     The foregoing  instrument was acknowledged  before me this 19th day of June
2003, by Carlo J. Catenacci,  President of TRINITY MANAGEMENT,  INC., a Michigan
corporation,  Manager of TRINITY OF MICHIGAN,  LLC, a Michigan limited liability
company,  Member of CHESTERFIELD  TOWN CENTER LLC, a Michigan limited  liability
company, on behalf of it.

                                    /s/ John D. Bartley
                                                 , Notary Public
                                             County, Michigan
                                    My Commission Expires:

STATE OF MICHIGAN )
                  )ss.
COUNTY OF MACOMB  )

     The foregoing  instrument was acknowledged  before me this 19th day of June
2003,  by  Gaetano  T.  Rizzo,  President  of  GTR  GARLAND,  INC.,  a  Michigan
corporation,  Manager of GARLAND COMMONS,  L.L.C., a Michigan limited  liability
company,  Member of CHESTERFIELD  TOWN CENTER LLC, a Michigan limited  liability
company, on behalf of it.

                                    /s/ John D. Bartley
                                                 , Notary Public
                                             County, Michigan
                                    My Commission Expires:

STATE OF MICHIGAN )
                  )ss.
COUNTY OF MACOMB  )

     The foregoing  instrument was acknowledged  before me this 19th day of June
2003, by Geoffrey N. Payne,  Vice President of COMERICA BANK, a Michigan banking
corporation, on behalf of it.

                                    /s/ John D. Bartley
                                                 , Notary Public
                                             County, Michigan
                                    My Commission Expires:

STATE OF MICHIGAN )
                  )ss.
COUNTY OF MACOMB  )

     The foregoing  instrument was acknowledged  before me this 19th day of June
2003, by David F. Baker, Senior Vice President of KEYBANK NATIONAL  ASSOCIATION,
a national  banking  association,  on behalf of it. /s/ John D. Bartley , Notary
Public County, Michigan My Commission Expires:


<PAGE>



                                    EXHIBIT A
                                       TO
                                INTERCREDITOR AND
                             SUBORDINATION AGREEMENT

                                  The Property

     Portion of Lots I thru 7, inclusive of "Edsel  Ford-Rosso  Subdivision"  as
recorded in Liber 38 of Plats,  page 13, Macomb  County  Records and part of the
Northeast  Quarter and Southeast Quarter of Section 31 and Part of the Northwest
Quarter of Fractional Section 32, T.3N, R.14 E., Chesterfield  Township,  Macomb
County, Michigan, being described as:

     Commencing at the Northeast comer of Section 31 being  Northwest  corner of
Section 32; thence N.88 17'21"E.  (recorded as N.88 12'43"E.)  361.20 feet along
the North line of  Fractional  Section 32 to the Westerly  Line of Private Claim
144, also being the West line of "Industrial Park-21" Subdivision as recorded in
Liber 86 of Plat's,  pages 23 thru 25 Inclusive,  Macomb County records;  thence
S.02 25'07"W.  93_24 feet (recorded as S.02 25'32"W.  93.52 feet) along the West
line of Private Claim 144 and the West line of said "Industrial  Park-21" to the
point of beginning;  thence continuing  S.02 25'O7"W,  1461.13 feet (recorded as
S.02 25'32"W.  1461.62  feet also  recorded  as) along the West line of  Private
Claim  144 and the West  line of said  "Industrial  Park-21  ", the West line of
"Industrial  Park  21-2" as  recorded  in Libor 89 of  Plats,  pages 35 thru 37,
inclusive,  Macomb County  records to the Southwest  corner of said  "Industrial
Park 21-2" and Northwest comer of "Industrial Park 21-3" as recorded in Liber 90
of  Plats,  pages  28  thru  32,  inclusive,   Macomb  County  records;   thence
S.02 28'46"W.  (recorded  as  S.02 28'58"W.)  337.70 feet along the West line of
Private  Claim  144  and  the  West  line  of  "Industrial  Park  21-3";  thence
N.85 50'37"W.  266.90 feet; thence S.14 58'20"W. 107.80 feet; thence 612.01 feet
along a tangent  curve to the right  having a radius of 648.00  feet,  a central
angle of  54 06'49",  and whose chord bears  S.42 01'44"W.  589.52 feet;  thence
450.10 feet (recorded as 449.80 feet) along a tangent curve to the left having a
radius of 457.00 feet, a central angle of 56 25'50" (recorded as 56 23'36"), and
whose chord bears  S.40 52'14"W.  432.13 feet (recorded as S.40 53'21"W.  431.86
feet) to the East and West  Quarter  Line of Section  31;  thence  S.0l 28'36"E.
1241,25 feet  (recorded as  S.0l 27'52"E.  1241.05 feet);  thence  N.88'39'44"W.
93.08 feet; thence 5.01 23'16"W.  1295.34 feet (recorded as 1295.56 feet) to the
North right of way of M-59 (Variable right of way); thence  N.83 30'14"W,  26,61
feet (recorded as  N.83 29'19"W.'  26_83 feet) along the North right of way line
of M-59; thence S.88 04'03"W.  1420.41 feet along the North right of way of M-59
to the Southeasterly right of way of I-94 (Limited Access); thence N.46 55'58"W.
127.28 feet along the Southeasterly  right of way of 1-94; thence  N.0l 55'58"W.
279.57 feet along the Southeasterly  right of way of I-94; thence  N.14 48'47"W.
631.95 feet along the Southeasterly  right of way of I-94; thence  N.08 05'53"E,
603.00 feet along the Southeasterly  right 9f way of 1-94; thence  N.24 12'26"E.
1050.56 feet  (recorded as  N.24 12'13"E.1050.82  feet) along the  Southeasterly
right of way of 1-94 to the East and West  Quarter  line of Section  31;  thence
N.87"56'57"E.  102.65  feet;  thence  N.01 43'12"W.  211.26  feet  (recorded  as
N.01 38'59"W,  211.13 feet) to the  Southeasterly  right of way of 1-94 (Limited
Access);  thence N.24 11'37"E.  1710.04 feet (recorded as N.24 12'13"E.  1710.00
feet) along the Southeasterly right of way of 1-94; thence N.28 44'43"E.  187.31
feet (recorded as N.28 46'20"E.  187.37 feet) along the  Southeasterly  right of
way of I-94;  thence 29251 feet  (recorded as 297.27 feet) along a tangent curve
to the right having a radius 599.07 feet, a central angle of 28 2714"  (recorded
as  28 25'53")  and  whose  chord is  N.42 58'20"E.  294,46  feet  (recorded  as
N.42 59'16"E.  294.23 feet) along the Southeasterly right of way of I-94; thence
N.57 12'57"E.  695.12 feet  (recorded  as  N.57 12'13"E.  695.41 feet) along the
Southeasterly right of way of I-94; thence 335.63 feet (recorded as 335.59 feet)
along a tangent  curve to the right  having a radius of 966.74  feet,  a central
angle of 19 53'30"  (recorded  as  19"53'22")  and whose chord is  N.67 09'42"E.
333.95 feet  (recorded as




<PAGE>

N.67 08'54"E.  333.91  feet) along the  Southeasterly
right of way of 1-94 to the East  line of  Section  31  being  the West  line of
Section 32;  thence  169.90 feet  (recorded as 169.94 feet)  continuing  along a
tangent  curve to the right having a radius of 966.74  feet, a central  angle of
10 04'11"  (recorded as 10 04'19") and whose chord is N.82 08'32"E.  169.68 feet
(recorded as N.82 07'44"E.  169.72 feet) along the Southeasterly right of way of
1-94; thence  N.87 10'38"E.  186.63 feet (recorded as N.87 09'53"E.  186.58 feet
also  recorded  as 186.61  feet)  along the  Southeasterly  right of way of I-94
(limited access) to the point of beginning.

 Parcel Identification Number:             09-31-402-004
                                           09-31-402-005
                                           09-31-402-006
                                           09-31-451-009
                                           09-31-451-011
                                           09-31-451-013
                                           09-31-451-015
                                           09-31-451-017
                                           09-31-451-019
                                           09-31-451-021
                                           09-31-251-003
                                           09-31-276-002
                                           09-31-226-003

Commonly known as: Vacant Land



<PAGE>




                                    EXHIBIT B
                                       TO
                                INTERCREDITOR AND
                             SUBORDINATION AGREEMENT

                          List of Senior Loan Documents


     1. Promissory Note executed by Borrower and payable to the order of Lender.
2. Mortgage executed by Borrower in favor of Lender.

     3.  Collateral  Assignment of Contract Rights executed by Borrower in favor
of Lender.

     4. Guaranty  executed by Gaetano  Rizzo and the Gaetano Rizzo Trust,  Carlo
Catenacci  and the Carlo  Catenacci  Trust and Joseph  Catenacci  and the Joseph
Catenacci Trust in favor of Lender.






<PAGE>




                                    EXHIBIT C
                                       TO
                                INTERCREDITOR AND
                             SUBORDINATION AGREEMENT


                                        List of Subordinate Loan Documents


     1. Promissory Note dated June 18, 2003, in the original principal amount of
$1,700,000.00 executed by Borrower and payable to the order of Principal.

     2. Real Estate Mortgage dated June 18, 2003,  executed by Borrower in favor
of Principal  pertaining to premises  located in Chesterfield  Township,  Macomb
County, Michigan.

     3.  Payment  Guaranty  dated June 18,  2003,  executed by Gaetano T. Rizzo,
individually and as trustee of the Gaetano T. Rizzo Living Trust Under Agreement
Dated August 30, 1983, as amended, in favor of Principal.

     4. Payment  Guaranty dated June 18, 2003,  executed by Carlo J.  Catenacci,
individually  and as trustee of the Carlo John Catenacci  Revocable  Trust u/a/d
February 20, 1978, as amended by amendments dated January 1, 1997,  September 3,
1997, December 22, 1999 and December 23, 1999, in favor of Principal.

     5. Payment  Guaranty dated June 18, 2003,  executed by Joseph E. Catenacci,
individually  and as trustee of the Joseph E.  Catenacci  Revocable  Trust u/a/d
February 13, 1978, as amended by amendments  dated January 1, 1997 and September
3, 1997, in favor of Principal.






<PAGE>

                                                                   EXHIBIT 21

             LIST OF SUBSIDIARIES


Name                                                    State of Incorporation
USM Venture, Inc.                                                Michigan
EN-S-P Rockies                                                   Michigan
E. Development Corporation                                       Michigan
Estrupan Corporation                                             Michigan


<PAGE>

Exhibit 31

CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES-OXLEY

I,   Clifton S.  Crockatt,  Chief  Executive  Officer of U.S.  Mutual  Financial
     Corporation, certify that:

1. I have reviewed this Annual Report on Form 10-KSB of U.S. Mutual Financial
Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The small business  issuer's other certifying  officers and I are responsible
for establishing and maintaining  disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have;

     a)  Designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure  that  material  information  relating  to  the  small  business  issuer,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this  report is being
prepared;

     b) Evaluated the  effectiveness of the small business  issuer's  disclosure
controls and procedures and presented in this report our  conclusions  about the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

     c)  Disclosed  in this  report  any change in the small  business  issuer's
internal  control  over  financial  reporting  that  occurred  during  the small
business  issuer's most recent fiscal  quarter (the  registrant's  fourth fiscal
quarter in the case of an annual  report) that has  materially  affected,  or is
reasonably  likely to materially  affect,  the small business  issuer's internal
control over financial reporting; and

5.   The small business issuer's other certifying officers and I have disclosed,
     based on our most recent  evaluation  of internal  control  over  financial
     reporting to the small business  issuer's  auditors and the audit committee
     of small business  issuer's  board of directors (or persons  performing the
     equivalent function);

     a) All significant  deficiencies  and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely to  adversely  affect  the small  business  issuer's  ability  to record,
process, summarize and report financial information; and

     b) Any fraud,  whether or not material,  that involves  management or other
employees who have a significant  role in the small business  issuer's  internal
control over financial reporting.

Date: March 26, 2004        /s/ Clifton S. Crockatt
                            Clifton S. Crockatt
                            Chief Executive Officer
                            (Principal Executive Officer)

<PAGE>

I,   Dennis M. Agresta, Senior Vice President - Finance of U.S. Mutual Financial
     Corporation, certify that:

1. I have reviewed this Annual Report on Form 10-KSB of U.S. Mutual Financial
Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The small business  issuer's other certifying  officers and I are responsible
for establishing and maintaining  disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have;

     a)  Designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure  that  material  information  relating  to  the  small  business  issuer,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this  report is being
prepared;

     b) Evaluated the  effectiveness of the small business  issuer's  disclosure
controls and procedures and presented in this report our  conclusions  about the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

     c)  Disclosed  in this  report  any change in the small  business  issuer's
internal  control  over  financial  reporting  that  occurred  during  the small
business  issuer's most recent fiscal  quarter (the  registrant's  fourth fiscal
quarter in the case of an annual  report) that has  materially  affected,  or is
reasonably  likely to materially  affect,  the small business  issuer's internal
control over financial reporting; and

5.   The small business issuer's other certifying officers and I have disclosed,
     based on our most recent  evaluation  of internal  control  over  financial
     reporting to the small business  issuer's  auditors and the audit committee
     of small business  issuer's  board of directors (or persons  performing the
     equivalent function);

     a) All significant  deficiencies  and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely to  adversely  affect  the small  business  issuer's  ability  to record,
process, summarize and report financial information; and

     b) Any fraud,  whether or not material,  that involves  management or other
employees who have a significant  role in the small business  issuer's  internal
control over financial reporting.
Date: March 26, 2004    /s/ Dennis M. Agresta
                        Dennis M. Agresta
                        Senior Vice President - Finance
                        (Principal Financial Officer)

<PAGE>

Exhibit 32

                              CERTIFICATION OF THE
          PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
                                  PURSUANT TO
                            18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        I, Clifton S. Crockatt, the CEO of U.S. Mutual Financial Corporation,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that the Annual Report of U.S. Mutual
Financial Corporation on Form 10-KSB for the fiscal year ended December 31, 2003
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that information contained in such Annual Report on
Form 10-KSB fairly presents in all material respects the financial condition and
results of operations of U.S. Mutual Financial Corporation

Date: March 26, 2004    /s/ Clifton S. Crockatt
                        Clifton S. Crockatt
                        Chief Executive Officer


        I, Dennis M. Agresta, the Senior Vice President-Finance of U.S. Mutual
Financial Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report of U.S. Mutual Financial Corporation on Form 10-KSB for the fiscal year
ended December 31, 2003 fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and that information contained in
such Annual Report on Form 10-KSB fairly presents in all material respects the
financial condition and results of operations of U.S. Mutual Financial
Corporation

Date: March 26, 2004    /s/ Dennis M. Agresta
                        Dennis M. Agresta
                        Senior Vice President - Finance

<PAGE>