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                          REGISTRATION RIGHTS AGREEMENT



                                       FOR



                                UCAP INCORPORATED



                                   DATED AS OF

                                NOVEMBER 24, 2003



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                          REGISTRATION RIGHTS AGREEMENT

         REGISTRATION RIGHTS AGREEMENT, dated as of November 24, 2003 among UCAP
Incorporated, a Colorado corporation (the "Company") and those Persons listed on
Schedule I under the heading Common  Stockholders  (each a "Common  Stockholder"
and,  collectively,  the "Common  Stockholders").  Capitalized terms used herein
without definition are defined in Section 1.

1.       DEFINITIONS

         For  purposes of this  Agreement,  the  following  terms shall have the
following respective meanings:

         "Affiliate" means a person that directly,  or indirectly through one or
more intermediaries,  controls,  or is controlled by, or is under common control
with, the Person specified.

         "Board" means the Board of Directors of the Company.

         "Common Stock" means the Company's  Common Stock,  par value $0.001 per
share.

         "Commission" means the Securities and Exchange Commission.

         "Exchange Act" means the  Securities  Exchange Act of 1934, as amended,
or any successor federal statute, and the rules and regulations thereunder which
shall be in effect at the time.

         "NASD" means National Association of Securities Dealers, Inc.

         "Person"  means  an  individual,   corporation,   partnership,  limited
liability  company,  joint  venture,  association,  trust  or  other  entity  or
organization,  including a government or political  subdivision  or an agency or
instrumentality thereof.

         "Registrable  Securities"  means the  shares  of  Common  Stock (or any
successor  class of common  stock)  beneficially  owned  (within  the meaning of
Section  13d-3  of the  Exchange  Act)  by the  Common  Stockholders.  As to any
particular Registrable Securities, such securities shall cease to be Registrable
Securities  when (i) a  registration  statement with respect to the sale of such
securities  shall  have  become  effective  under  the  Securities  Act and such
securities  shall have been  disposed of in  accordance  with such  registration
statement,  (ii) they shall have been sold to the  public  pursuant  to Rule 144
under the Securities  Act,  (iii) they shall have been otherwise  transferred or
(iv) they shall have ceased to be outstanding.

         "Registration  Expenses" means all reasonable  expenses incident to the
Company's  performance of or compliance with Section 2 and Section 3, including,
without  limitation,  (i)  registration,  filing  and NASD  fees,  (ii) fees and
expenses of complying with securities or blue sky laws,  (iii) fees and expenses
associated  with  listing  securities  on an  exchange,  (iv)  word  processing,
duplicating and printing  expenses,  (v) messenger and delivery  expenses,  (vi)
fees and disbursements of counsel for the Company and of its independent  public
accountants,  including  the  expenses of any special  audits or "cold  comfort"
letters,  (vii) reasonable fees and disbursements of any one counsel retained by


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the sellers of Registrable Securities,  which counsel shall be designated by the
Common  Stockholders,  and (viii)  any fees and  disbursements  of  underwriters
customarily paid by issuers or sellers of securities, but excluding underwriting
discounts and commissions and transfer taxes, if any.

         "Securities  Act" means the Securities Act of 1933, as amended,  or any
successor federal statute, and the rules and regulations  thereunder which shall
be in effect at the time.

2.       REGISTRATIONS UPON REQUEST.

         2.1      REQUESTS BY THE COMMON STOCKHOLDERS.

                  (a) At any  time  following  the  date  of  execution  of this
         Agreement,  a majority  in  interest  (based on the number of shares of
         Common Stock held) of the Common  Stockholders (the "Requesting  Common
         Stockholders")  shall have the right in the  aggregate  to make one (1)
         request per year for the Company to effect the  registration  under the
         Securities  Act of any or  all  of  the  then  outstanding  Registrable
         Securities owned by the Requesting Common Stockholders, such request to
         specify the intended method or methods of disposition thereof. Upon any
         such  request,  the  Company  will use its best  efforts  to effect the
         prompt  registration  under  the  Securities  Act  of  the  Registrable
         Securities  which the Company has been so  requested to register by the
         Requesting Common Stockholders.

                  (b) A request made by the Requesting Common Stockholders shall
         not be counted for purposes of the request  limitation  set forth above
         (I) if the Requesting Common Stockholders determine in their good faith
         judgment to  withdraw  the  proposed  registration  of any  Registrable
         Securities  requested to be registered pursuant to this Section 2.1 due
         to marketing or regulatory  reasons,  (II) the  registration  statement
         relating to any such request is not declared  effective  within 90 days
         of the  date  such  registration  statement  is  first  filed  with the
         Commission,  (III) if, within 180 days after the registration  relating
         to  any  such  request  has  become  effective,  such  registration  is
         interfered  with by any  stop  order,  injunction  or  other  order  or
         requirement of the Commission or other governmental agency or court for
         any reason and the Company fails to have such stop order, injunction or
         other  order or  requirement  removed,  withdrawn  or  resolved  to the
         Requesting Common Stockholders' reasonable satisfaction within 30 days,
         (IV) the conditions to closing  specified in the purchase  agreement or
         underwriting agreement entered into in connection with the registration
         relating to any such request are not satisfied  (other than as a result
         of a default or breach thereunder by any Common  Stockholder) or (V) if
         more than 10% of the Registrable Securities requested by the Requesting
         Common  Stockholders  to be  included  in the  registration  are not so
         included pursuant to Section 2.5.

                  (c) Upon any such request,  the Company will promptly,  but in
         any event within 15 days,  give  written  notice of such request to all
         holders of  Registrable  Securities  and  thereupon  the Company  will,
         subject  to  Section  2.5,  use its best  efforts  to effect the prompt
         registration under the Securities Act of:

                           (i) the Registrable  Securities which the Company has
                  been  so  requested  to  register  by  the  Requesting  Common
                  Stockholders, and


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                           (ii)  all  other  Registrable  Securities  which  the
                  Company has been requested to register by the holders  thereof
                  by written  request given to the Company  within 20 days after
                  the giving of such written notice by the Company,

         all to the extent required to permit the disposition of the Registrable
Securities so to be registered in accordance with the intended method or methods
of disposition of each seller of such Registrable Securities.

         2.2      S-3 REGISTRATION RIGHTS.

                  (a) In addition to the  registration  rights under Section 2.1
         hereof, if the Company is at any time eligible to register  Registrable
         Securities  on Form S-3 (or any  successor  form  thereto)  promulgated
         pursuant  to the  Securities  Act,  then any of the  Requesting  Common
         Stockholders,  shall be entitled to request  that the Company  register
         Registrable  Securities  on their behalf on such form,  at any time and
         from time to time,  subject to any limitations set forth below, so long
         as such request seeks the registration of Registrable  Securities which
         have an anticipated aggregate offering price of at least $500,000. Upon
         any such  request,  the Company will use its best efforts to effect the
         prompt  registration  on said Form S-3 (or such successor form thereto)
         of the Registrable  Securities  which the Company has been so requested
         to register.

                  (b)   Upon   any   request   made  in   accordance   with  the
         above-described provisions, the Company will promptly, but in any event
         within 15 days,  give written  notice of such request to all holders of
         Registrable  Securities  and  thereupon  the Company  will,  subject to
         Section  2.5,  use its best  efforts to effect the prompt  registration
         under the Securities Act of:

                           (i) the Registrable  Securities which the Company has
                  been  so  requested  to  register  by  the  Requesting  Common
                  Stockholders, and

                           (ii)  all  other  Registrable  Securities  which  the
                  Company has been requested to register by the holders  thereof
                  by written  request given to the Company  within 20 days after
                  the giving of such written notice by the Company,

         all to the extent required to permit the disposition of the Registrable
Securities so to be registered in accordance with the intended method or methods
of disposition of each seller of such Registrable Securities.

         2.3      REGISTRATION STATEMENT FORM.

         Each registration  requested  pursuant to Section 2.1 shall be effected
by the filing of a registration  statement on a form agreed to by the Requesting
Common Stockholders.

         2.4      EXPENSES.

         The Company will pay all  Registration  Expenses in connection with any
registrations  requested under Sections 2.1 and 2.2 PROVIDED (a) that any seller
thereunder shall pay all Registration Expenses to the extent required to be paid
by such seller under applicable law, and (b) that underwriting  commissions,  if
any,  related to a  registration  requested  under Sections 2.1 and 2.2 shall be


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paid  PRO  RATA  by  the  Persons   selling   Registrable   Securities  in  such
registration,  based on the  number of shares of  Registrable  Securities  being
sold.

         2.5      PRIORITY IN DEMAND REGISTRATIONS.

         If a  registration  pursuant to Section 2.1 or Section 2.2  involves an
underwritten  offering,  and the  managing  underwriter  (or,  in the case of an
offering  which is not  underwritten,  an  investment  banker)  shall advise the
Company or the initiating  stockholder(s) in writing (with a copy to the Company
and each Person requesting  registration of Registrable Securities) that, in its
opinion,  the  number of  securities  requested  and  otherwise  proposed  to be
included  in such  registration  exceeds  the  number  which can be sold in such
offering,  the Company  will include in such  registration  to the extent of the
number which the Company is so advised can be sold in such  offering in the case
of a  registration  pursuant  to Section 2, the  Registrable  Securities  of the
Common  Stockholders  requested to be included in such  registration,  PRO RATA,
among all such  holders,  on the basis of the number of  Registrable  Securities
owned by such holders.

3.       INCIDENTAL REGISTRATIONS.

         If the  Company  at any time  proposes  to  register  any of its equity
securities  under the Securities Act (other than pursuant to Section 2 hereof or
a registration on Form S-4 or S-8 or any successor  form),  and the registration
form to be used may be used for the registration of Registrable  Securities,  it
will give prompt written notice to all holders of Registrable  Securities of its
intention  to do so. Upon the written  request of any such holder made within 30
days after the  receipt of any such  notice  (which  request  shall  specify the
number of Registrable  Securities  intended to be disposed of by such holder and
the intended method or methods of disposition thereof), the Company will use its
best efforts to effect the  registration  under the  Securities  Act of all such
Registrable  Securities  in accordance  with such intended  method or methods of
disposition, PROVIDED that:

                  (a)  if,  at any  time  after  giving  written  notice  of its
         intention to register any equity  securities and prior to the effective
         date of the  registration  statement  filed  in  connection  with  such
         registration,  the  Company  shall  determine  for  any  reason  not to
         register such equity securities, the Company may, at its election, give
         written  notice of such  determination  to each  holder of  Registrable
         Securities  and,  thereupon,  shall not be  obligated  to register  any
         Registrable  Securities in connection with such registration (but shall
         nevertheless  pay the Registration  Expenses in connection  therewith),
         without  prejudice,  however,  to the rights of the  Requesting  Common
         Stockholders  to request that a registration  be effected under Section
         2.1 or 2.2; and

                  (b) if a  registration  pursuant to this Section 3 involves an
         underwritten offering, and the managing underwriter (or, in the case of
         an offering  that is not  underwritten,  an  investment  banker)  shall
         advise  the  Company  in  writing  (with  a  copy  to  each  holder  of
         Registrable  Securities  requesting  registration thereof) that, in its
         opinion,  the number of securities  requested and otherwise proposed to
         be included in such  registration  exceeds the number which can be sold
         in such offering,  the Company will include in such registration to the
         extent of the number  which the  Company  is so advised  can be sold in
         such offering, FIRST, the securities if any, being sold by the Company,



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         and  SECOND,  the  Registrable  Securities  of the Common  Stockholders
         requested to be included in such registration, PRO RATA, among all such
         holders, on the basis of the number of Registrable  Securities owned by
         such holders.

         The Company will pay all Registration  Expenses in connection with each
registration of Registrable  Securities requested pursuant to this Section 3. No
registration  effected  under this Section 3 shall  relieve the Company from its
obligation to effect registrations under Section 2.

4.       REGISTRATION PROCEDURES.

         If and  whenever  the Company is  required  to use its best  efforts to
effect the  registration of any Registrable  Securities under the Securities Act
as provided in Sections 2 and 3, the Company will promptly:

                  (a)  prepare,  and  within  60 days  thereafter  file with the
         Commission,  a registration  statement with respect to such Registrable
         Securities,  make  all  required  filings  with  the  NASD and use best
         efforts to cause such  registration  statement  to become  effective as
         soon as practicable;

                  (b)  prepare  and  promptly  file  with  the  Commission  such
         amendments  and  post-effective  amendments  and  supplements  to  such
         registration  statement and the prospectus used in connection therewith
         as may be necessary to keep such registration  statement  effective for
         so long as is required to comply with the  provisions of the Securities
         Act and to complete the  disposition of all securities  covered by such
         registration  statement  in  accordance  with the  intended  method  or
         methods of  disposition  thereof,  but in no event for a period of more
         than six months after such registration statement becomes effective;

                  (c) furnish copies of all documents  proposed to be filed with
         the Commission in connection with such  registration to (I) in the case
         of a  registration  pursuant to Section 2.1 (a "COMMON  REGISTRATION"),
         one counsel selected by the Requesting Common Stockholders and approved
         by the Company (such approval not to be unreasonably withheld); or (II)
         in the case of a  registration  pursuant  to  Section  3,  one  counsel
         selected by the holders of at least 51% of the  Registrable  Securities
         proposed to be sold in connection with such registration (such holders,
         the "MAJORITY HOLDERS"),  which documents will be subject to the review
         of such  counsel  and the  Company  shall  not file any  amendment  and
         post-effective  amendments or supplement to such registration statement
         or the prospectus used in connection  therewith which relevant  counsel
         and  the  Requesting  Common  Stockholders,  in the  case  of a  Common
         Registration,  or the  Majority  Holders  in  the  case  of  all  other
         registrations  pursuant  to  this  Agreement,   shall  have  reasonably
         objected in writing on the grounds that such  amendment  or  supplement
         does not comply  (explaining  why) in all  material  respects  with the
         requirements  of the  Securities  Act or of the  rules  or  regulations
         thereunder;

                  (d) furnish to each seller of Registrable Securities,  without
         charge, such number of conformed copies of such registration  statement
         and of each  such  amendment  and  supplement  thereto  (in  each  case
         including all exhibits and documents  filed  therewith) and such number
         of copies of the  prospectus  included in such  registration  statement
         (including each preliminary  prospectus and any summary prospectus) and
         any other  prospectus filed under Rule 424 under the Securities Act, in
         conformity with the  requirements of the Securities Act, and such other


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         documents, as such seller may reasonably request in order to facilitate
         the disposition of the Registrable  Securities  owned by such seller in
         accordance with the intended method or methods of disposition thereof;

                  (e)  use  its  best   efforts  to  register  or  qualify  such
         Registrable Securities covered by such registration statement under the
         securities or blue sky laws of such  jurisdictions as each seller shall
         reasonably request,  and do any and all other acts and things which may
         be  necessary  or  advisable  to enable such seller to  consummate  the
         disposition of such  Registrable  Securities in such  jurisdictions  in
         accordance with the intended method or methods of disposition  thereof,
         PROVIDED that the Company shall not for any such purpose be required to
         qualify  generally  to do  business  as a  foreign  corporation  in any
         jurisdiction wherein it is not so qualified, subject itself to taxation
         in any  jurisdiction  wherein it is not so subject,  or take any action
         which  would   subject  it  to  general   service  of  process  in  any
         jurisdiction wherein it is not so subject;

                  (f) use its best efforts to cause all  Registrable  Securities
         covered  by  such  registration  statement  to be  registered  with  or
         approved by such other  governmental  agencies or authorities as may be
         necessary by virtue of the business  and  operations  of the Company to
         enable the seller or sellers  thereof to consummate the  disposition of
         such  Registrable  Securities in accordance with the intended method or
         methods of disposition thereof;

                  (g) furnish to each seller of Registrable  Securities a signed
         counterpart, addressed to the sellers, of

                           (i) an opinion of counsel for the Company experienced
                  in securities  law matters,  dated the  effective  date of the
                  registration  statement (and, if such registration includes an
                  underwritten  public  offering,  the date of the closing under
                  the underwriting agreement), and

                           (ii) a "comfort"  letter (unless the  registration is
                  pursuant to Section 3 and such a letter is not otherwise being
                  furnished to the Company),  dated the  effective  date of such
                  registration  statement (and if such registration  includes an
                  underwritten  public  offering,  dated the date of the closing
                  under the underwriting  agreement),  signed by the independent
                  public  accountants  who have  issued  an audit  report on the
                  Company's  financial  statements  included in the registration
                  statement,

                  covering such matters as are  customarily  covered in opinions
         of  issuer's  counsel  and in  accountants'  letters  delivered  to the
         underwriters  in underwritten  public  offerings of securities and such
         other matters as the Requesting Common  Stockholders,  in the case of a
         Common Registration, and the Majority Holders, in the case of all other
         registrations pursuant to this Agreement, may reasonably request;

                  (h) notify each seller of any Registrable  Securities  covered
         by such registration  statement at any time when a prospectus  relating
         thereto is required to be  delivered  under the  Securities  Act of the
         happening  of any event or  existence  of any fact as a result of which
         the  prospectus  included in such  registration  statement,  as then in
         effect,  includes an untrue  statement  of a material  fact or omits to
         state any material fact  required to be stated  therein or necessary to
         make  the   statements   therein  not   misleading   in  light  of  the
         circumstances  then  existing,  and,  as  promptly  as is  practicable,


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         prepare and furnish to such seller a  reasonable  number of copies of a
         supplement to or an amendment of such prospectus as may be necessary so
         that, as  thereafter  delivered to the  purchasers of such  securities,
         such  prospectus  shall not include an untrue  statement  of a material
         fact or omit to state a material fact required to be stated  therein or
         necessary to make the statements therein not misleading in light of the
         circumstances then existing;

                  (i)  otherwise  use  its  best  efforts  to  comply  with  all
         applicable rules and regulations of the Commission,  and make available
         to its security holders, as soon as reasonably practicable, an earnings
         statement of the Company (in form complying with the provisions of Rule
         158  under  the  Securities  Act)  covering  the  period of at least 12
         months,  but not more than 18 months,  beginning  with the first  month
         after the effective date of the registration statement;

                  (j) notify each seller of any Registrable  Securities  covered
         by  such  registration   statement  (I)  when  the  prospectus  or  any
         prospectus supplement or post-effective  amendment has been filed, and,
         with  respect  to such  registration  statement  or any  post-effective
         amendment,  when the same has become effective,  (II) of any request by
         the  Commission  for  amendments or  supplements  to such  registration
         statement  or  to  amend  or  to  supplement  such  prospectus  or  for
         additional  information  after the  effectiveness of such  registration
         statement,  (III) of the issuance by the  Commission  of any stop order
         suspending  the  effectiveness  of such  registration  statement or the
         initiation  of  any  proceedings  for  that  purpose  and  (IV)  of the
         suspension of the qualification of such securities for offering or sale
         in any  jurisdiction,  or of the institution of any proceedings for any
         of such purposes;

                  (k) use every  reasonable  effort to obtain the lifting of any
         stop order that might be issued  suspending the  effectiveness  of such
         registration statement at the earliest possible moment;

                  (l)  use  its  best  efforts  (I)  to  list  such  Registrable
         Securities on any securities exchange on which the equity securities of
         the Company are then listed,  and (II) to provide a transfer  agent and
         registrar for such Registrable  Securities not later than the effective
         date of such registration statement;

                  (m) enter into such  agreements and take such other actions as
         the sellers of Registrable  Securities or the  underwriters  reasonably
         request in order to  expedite or  facilitate  the  disposition  of such
         Registrable Securities,  including, without limitation,  preparing for,
         and  participating  in, such number of "road  shows" and all such other
         customary  selling efforts as the  underwriters  reasonably  request in
         order to expedite or facilitate such disposition; and

                  (n) use its  reasonable  best  efforts to take all other steps
         necessary to effect the  registration  of such  Registrable  Securities
         contemplated hereby.

         As a condition to its  registration  of  Registrable  Securities of any
prospective  seller,  the  Company may  require  each seller of any  Registrable
Securities  as to which any  registration  is being  effected  to furnish to the
Company such  information  regarding  such seller,  its ownership of Registrable
Securities and the disposition of such Registrable Securities as the Company may
from time to time reasonably  request in writing and as shall be required by law


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in  connection  therewith.  Each such holder  agrees to furnish  promptly to the
Company  all  information  required  to  be  disclosed  in  order  to  make  the
information  previously  furnished to the Company by such holder not  materially
misleading.

         The  Company   agrees  not  to  file  or  make  any  amendment  to  any
registration  statement  with  respect  to any  Registrable  Securities,  or any
amendment of or supplement to the prospectus used in connection therewith, which
refers to any seller of any Registrable  Securities  covered thereby by name, or
otherwise  identifies such seller as the holder of any  Registrable  Securities,
without  the  consent  of  such  seller,  such  consent  not to be  unreasonably
withheld, unless such disclosure is required by law.

         By  acquisition  of  Registrable   Securities,   each  holder  of  such
Registrable  Securities  shall be deemed to have agreed that upon receipt of any
notice from the Company of the  happening of any event of the kind  described in
Section 4(h), such holder will promptly discontinue such holder's disposition of
Registrable  Securities  pursuant to the  registration  statement  covering such
Registrable  Securities  until  such  holder's  receipt  of  the  copies  of the
supplemented or amended prospectus  contemplated by Section 4(h). If so directed
by the  Company,  each  holder of  Registrable  Securities  will  deliver to the
Company (at the Company's expense) all copies, other than permanent file copies,
in  such  holder's  possession  of  the  prospectus  covering  such  Registrable
Securities at the time of receipt of such notice.  In the event that the Company
shall give any such  notice,  the  period  mentioned  in  Section  4(b) shall be
extended by the number of days during the period from and  including the date of
the  giving of such  notice to and  including  the date when each  seller of any
Registrable  Securities  covered  by  such  registration  statement  shall  have
received the copies of the  supplemented or amended  prospectus  contemplated by
Section 4(h).

5.       UNDERWRITTEN OFFERINGS.

         5.1      UNDERWRITING AGREEMENT.

         If  requested  by the  underwriters  for any  underwritten  offering by
holders of Registrable  Securities pursuant to (I) a Common Registration or (II)
any other  registration  pursuant to Section 3, the Company  shall enter into an
underwriting  agreement with the underwriters for such offering,  such agreement
to be reasonably  satisfactory  in substance and form to the  Requesting  Common
Stockholders,  in the case of a Common Registration, or the Majority Holders, in
the case of all other registrations,  and also in each such case satisfactory to
the underwriters,  containing such representations and warranties by the Company
and such other terms and provisions as are  customarily  contained in agreements
of this type,  including,  without limitation,  indemnities to the effect and to
the extent  provided in Section 9. The holders of  Registrable  Securities to be
distributed by such underwriters shall be parties to such underwriting agreement
and may, at their  option,  require that any or all of the  representations  and
warranties  by, and the  agreements  on the part of, the  Company to and for the
benefit of such  underwriters  be made to and for the benefit of such holders of
Registrable  Securities and that any or all of the  conditions  precedent to the
obligations of such underwriters under such underwriting agreement shall also be
conditions   precedent  to  the  obligations  of  such  holders  of  Registrable
Securities.  No  underwriting  agreement (or other  agreement in connection with
such offering)  shall require any holder of  Registrable  Securities to make any
representations  or  warranties  to  or  agreements  with  the  Company  or  the


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underwriters other than representations, warranties or agreements regarding such
holder, the ownership of such holder's Registrable  Securities and such holder's
intended method or methods of disposition and any other representation  required
by law or to  furnish  any  indemnity  to any Person  which is broader  than the
indemnity furnished by such holder in Section 9.2.

         5.2      SELECTION OF UNDERWRITERS.

         If the Company at any time  proposes to register any of its  securities
under  the  Securities  Act  for  sale  for  its  own  account  pursuant  to  an
underwritten  offering,  the Company  will have the right to select the managing
underwriter (which shall be of nationally recognized standing) to administer the
offering,  but only with the approval of the Common Stockholders,  such approval
not  to  be  unreasonably   withheld,   PROVIDED  that  the  Requesting   Common
Stockholders,  in the  case of a Common  Registration,  will  have the  right to
select  the  managing  underwriter  (which  shall  be of  nationally  recognized
standing) to administer the offering, but only with the approval of the Company,
such approval not to be unreasonably withheld.

6.       HOLDBACK AGREEMENTS.

                  (a) If and  whenever  the Company  proposes to register any of
         its equity  securities  under the  Securities  Act for its own  account
         (other than on Form S-4 or S-8 or any successor form) or is required to
         use its best  efforts to effect  the  registration  of any  Registrable
         Securities  under the  Securities  Act pursuant to Section 2 or 3, each
         holder  of  Registrable   Securities  agrees  by  acquisition  of  such
         Registrable  Securities not to effect any public sale or  distribution,
         including  any sale pursuant to Rule 144 under the  Securities  Act, of
         any  Registrable  Securities  within  seven  days  prior to and 90 days
         (unless  advised in writing by the managing  underwriter  that a longer
         period,  not to exceed 180 days, is required)  after the effective date
         of the registration statement relating to such registration,  except as
         part of such registration.

                  (b) The  Company  agrees  not to  effect  any  public  sale or
         distribution of its equity securities or securities convertible into or
         exchangeable  or exercisable  for any of such  securities  within seven
         days prior to and 90 days  (unless  advised in writing by the  managing
         underwriter that a longer period,  not to exceed 180 days, is required)
         after the effective date of such registration statement as described in
         Section  6(a)  (except as part of such  registration  or  pursuant to a
         registration on Form S-4 or S-8 or any successor form). In addition, if
         requested  by the  managing  underwriter,  the  Company  shall  use its
         commercially reasonable best efforts to cause each holder of its equity
         securities  or any  securities  convertible  into  or  exchangeable  or
         exercisable for any of such securities, whether outstanding on the date
         of  this  Agreement  or  issued  at any  time  after  the  date of this
         Agreement  (other  than  any  such  securities  acquired  in  a  public
         offering),  to agree not to effect any such public sale or distribution
         of such  securities  during  such  period,  except  as part of any such
         registration  if  permitted,  and to use  its  commercially  reasonable
         efforts to cause each such holder to enter into a similar  agreement to
         such effect with the Company.


                                     - 9 -
<PAGE>

7.       PREPARATION; REASONABLE INVESTIGATION.

         In  connection  with the  preparation  and filing of each  registration
statement  registering  Registrable  Securities  under the  Securities  Act, the
Company will give the holders of such Registrable Securities so to be registered
and their underwriters, if any, and their respective counsel and accountants the
opportunity to participate in the  preparation of such  registration  statement,
each  prospectus  included  therein  or  filed  with  the  Commission,  and each
amendment thereof or supplement thereto,  and will give each of them such access
to the financial and other records, pertinent corporate documents and properties
of the  Company  and its  subsidiaries  and such  opportunities  to discuss  the
business of the Company with its officers and the independent public accountants
who have issued audit reports on its financial statements as shall be reasonably
requested by such holders in connection with such registration statement.

8.       NO GRANT OF FUTURE REGISTRATION RIGHTS.

         The Company shall not grant any other demand or incidental registration
rights to any other  Person  without  the prior  written  consent  of the Common
Stockholders;  provided,  that the Company  shall not grant demand or incidental
registration  rights which are senior to or inconsistent with the rights granted
under this  Agreement  (it being  understood  that the neither  the  granting of
demand registration rights nor pro rata incidental  registration rights, each on
terms comparable to the terms hereof is considered  inconsistent  with the terms
hereof).

9.       INDEMNIFICATION.

         9.1      INDEMNIFICATION BY THE COMPANY.

         In the event of any registration of any Registrable Securities pursuant
to this  Agreement,  the Company will indemnify and hold harmless (A) the seller
of  such  Registrable  Securities,  (B)  the  directors,   officers,   partners,
employees,   agents  and  Affiliates  of  such  seller,   (C)  each  Person  who
participates  as an underwriter  in the offering or sale of such  securities and
(D) each person,  if any, who controls  (within the meaning of Section 15 of the
Securities  Act or Section 20 of the Exchange  Act) any such seller,  partner or
underwriter  against  any and all losses,  claims,  damages or  liabilities  (or
actions or  proceedings  in respect  thereof),  joint or  several,  directly  or
indirectly  based upon or arising  out of (I) any  untrue  statement  or alleged
untrue statement of a fact contained in any  registration  statement under which
such  Registrable  Securities  were  registered  under the  Securities  Act, any
preliminary prospectus, final prospectus or summary prospectus contained therein
or used in connection with the offering of securities  covered  thereby,  or any
amendment or  supplement  thereto,  or (II) any omission or alleged  omission to
state a fact required to be stated  therein or necessary to make the  statements
therein not  misleading;  and the Company will reimburse  each such  indemnified
party  for any  legal  or any  other  expenses  reasonably  incurred  by them in
connection with investigating,  preparing,  pursuing or defending any such loss,
claim, damage, liability, action or proceeding, except insofar as any such loss,
claim,  damage,  liability,  action,  proceeding or expense  arises out of or is
based upon an untrue statement or omission made in such registration  statement,
any such preliminary prospectus, final prospectus, summary prospectus, amendment
or  supplement  in reliance  upon and in  conformity  with  written  information
furnished  to the Company by such seller  expressly  for use in the  preparation
thereof. Such indemnity shall remain in full force and effect, regardless of any


                                     - 10 -
<PAGE>

investigation made by such indemnified party. The indemnity  agreement contained
in this  Section 9.1 shall not apply to amounts paid in  settlement  of any such
loss,  claim,  damage,  liability,  action or proceeding  if such  settlement is
effected  without  the  consent  of the  Company  (which  consent  shall  not be
unreasonably withheld).

         9.2      INDEMNIFICATION BY THE SELLERS.

         The Company may require,  as a condition to including  any  Registrable
Securities of a prospective seller in any registration  statement filed pursuant
to  Section  2  or 3  that  the  Company  shall  have  received  an  undertaking
satisfactory  to it from  each  such  prospective  sellers  of such  Registrable
Securities to indemnify and hold harmless,  severally,  not jointly, in the same
manner and to the same  extent as set forth in Section  9.1,  the  Company,  its
directors and officers and each person, if any, who controls (within the meaning
of Section 15 of the  Securities  Act or  Section  20 of the  Exchange  Act) the
Company  with respect to any  statement  or alleged  statement in or omission or
alleged omission from such registration  statement,  any preliminary prospectus,
final prospectus or summary prospectus  contained  therein,  or any amendment or
supplement  thereto,  if such  statement  or alleged  statement  or  omission or
alleged  omission  was made in  reliance  upon and in  conformity  with  written
information  furnished  to the Company by such seller  expressly  for use in the
preparation  of  such  registration  statement,  preliminary  prospectus,  final
prospectus,  summary prospectus,  amendment or supplement.  Such indemnity shall
remain in full force and effect,  regardless of any investigation  made by or on
behalf of the Company or any such director,  officer or controlling  Person. The
indemnity  agreement  contained  in this  Section 9.2 shall not apply to amounts
paid in  settlement  of any such  loss,  claim,  damage,  liability,  action  or
proceeding  if such  settlement  is effected  without the consent of such seller
(which consent shall not be unreasonably withheld).  The Company and the holders
of Registrable  Securities hereby acknowledge and agree that for all purposes of
this Agreement the only information  furnished or to be furnished to the Company
for  use in any  such  registration  statement,  preliminary  prospectus,  final
prospectus,   summary   prospectus,   amendment  or  supplement  are  statements
specifically   relating  to  (A)  transactions   between  such  holder  and  its
Affiliates,  on the one  hand,  and the  Company,  on the  other  hand,  (B) the
beneficial ownership of shares of Common Stock by such holder and its Affiliates
and (C) the name and  address of such  holder.  The  indemnity  provided by each
seller of  Registrable  Securities  under this  Section  9.2 shall be limited in
amount to the net amount of proceeds  actually  received by such seller from the
sale of Registrable Securities pursuant to such registration statement.

         9.3      NOTICES OF CLAIMS, ETC.

         Promptly  after  receipt  by an  indemnified  party  of  notice  of the
commencement  of any action or proceeding  involving a claim  referred to in the
preceding  paragraphs of this Section 9, such indemnified party will, if a claim
in respect  thereof is to be made against an  indemnifying  party,  give written
notice to the latter of the commencement of such action or proceeding,  PROVIDED
that the failure of any  indemnified  party to give  notice as  provided  herein
shall not relieve the indemnifying  party of its obligations under the preceding
paragraphs of this Section 9, except to the extent that the  indemnifying  party
is materially prejudiced by such failure to give notice. In case any such action
is brought against an indemnified party, the indemnifying party will be entitled
to participate therein and to assume the defense thereof, jointly with any other
indemnifying  party  similarly  notified,  to the extent that it may wish,  with


                                     - 11 -
<PAGE>

counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying  party to such  indemnified  party of its election so to assume
the  defense  thereof,  the  indemnifying  party  will  not be  liable  to  such
indemnified party for any legal or other expenses  subsequently  incurred by the
latter in connection with the defense thereof except for the reasonable fees and
expenses  of any  counsel  retained by such  indemnified  party to monitor  such
action or proceeding.  Notwithstanding the foregoing,  if such indemnified party
and the  indemnifying  party  reasonably  determine,  based upon advice of their
respective  independent  counsel,  that a conflict of interest may exist between
the indemnified party and the indemnifying party with respect to such action and
that it is advisable for such  indemnified  party to be  represented by separate
counsel,   such   indemnified   party  may  retain  other  counsel,   reasonably
satisfactory to the indemnifying party, to represent such indemnified party, and
the  indemnifying  party  shall pay all  reasonable  fees and  expenses  of such
counsel.  No indemnifying party, in the defense of any such claim or litigation,
shall,  except with the consent of such indemnified  party,  which consent shall
not be unreasonably withheld, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the  claimant  or  plaintiff  to such  indemnified  party of a release  from all
liability in respect of such claim or litigation.

         9.4      OTHER INDEMNIFICATION.

         Indemnification similar to (but not broader than) that specified in the
preceding paragraphs of this Section 9 (with appropriate modifications) shall be
given by the Company and each seller of Registrable  Securities  with respect to
any  required  registration  (other  than  under  the  Securities  Act) or other
qualification of such  Registrable  Securities under any federal or state law or
regulation of any governmental authority.

         9.5      INDEMNIFICATION PAYMENTS.

         Any  indemnification  required  to be  made  by an  indemnifying  party
pursuant to this Section 9 shall be made by periodic payments to the indemnified
party  during  the  course of the  action or  proceeding,  as and when bills are
received  by such  indemnifying  party with  respect to an  indemnifiable  loss,
claim, damage, liability or expense incurred by such indemnified party.

         9.6      OTHER REMEDIES.

         If for  any  reason  the  foregoing  indemnity  is  unavailable,  or is
insufficient to hold harmless an indemnified  party, other than by reason of the
exceptions provided therein, then the indemnifying party shall contribute to the
amount  paid or payable  by the  indemnified  party as a result of such  losses,
claims,  damages,   liabilities,   actions,  proceedings  or  expenses  in  such
proportion  as is  appropriate  to reflect  first,  the relative  faults of, and
second,  to the extent not determinable via fault, the relative benefits to, the
indemnifying  party on the one hand and the  indemnified  party on the  other in
connection  with the offering of  Registrable  Securities  and the statements or
omissions or alleged statements or omissions which resulted in such loss, claim,
damage, liability,  action, proceeding or expense, as well as any other relevant
equitable  considerations.  The relative fault of the indemnifying  party and of
the  indemnified  party shall be determined by reference to, among other things,
whether  the untrue  statement  of a material  fact or the  omission  to state a
material fact relates to information  supplied by the  indemnifying  party or by
the indemnified  party and the parties'  relative intent,  knowledge,  access to


                                     - 12 -
<PAGE>

information  and opportunity to correct or prevent such statements or omissions.
No person guilty of fraudulent  misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any person
who was not  guilty  of such  fraudulent  misrepresentation.  No party  shall be
liable for  contribution  under this  Section 9.6 except to the extent and under
such  circumstances as such party would have been liable to indemnify under this
Section 8 if such indemnification were enforceable under applicable law.

10.      MISCELLANEOUS.

         10.1     RULE 144 ETC.

         If the Company shall have filed a  registration  statement  pursuant to
the  requirements of Section 12 of the Exchange Act or a registration  statement
pursuant to the  requirements  of the  Securities  Act  relating to any class of
equity securities,  the Company will file the reports required to be filed by it
under the  Securities  Act and the  Exchange  Act and the rules and  regulations
adopted by the Commission  thereunder,  and will take such further action as any
holder of  Registrable  Securities  may  reasonably  request,  all to the extent
required from time to time to enable such holder to sell Registrable  Securities
without  registration  under the  Securities  Act within the  limitation  of the
exemptions  provided by (A) Rule 144 under the Securities  Act, as such rule may
be amended from time to time,  or (B) any successor  rule or regulation  adopted
hereafter  by the  commission.  Upon the  request of any  holder of  Registrable
Securities,  the Company will  deliver to such holder a written  statement as to
whether it has complied with such requirements.

         10.2     SUCCESSORS AND ASSIGNS.

         This Agreement  shall be binding upon and shall inure to the benefit of
the  parties  hereto and their  respective  successors  and  permitted  assigns.
Notwithstanding anything herein to the contrary, the assignors or transferees of
Registrable  Securities  shall  not  receive  the  benefit  of  being  a  Common
Stockholder hereunder unless expressly consented to by the Company.

         10.3     STOCK SPLITS, ETC.

         Each  holder  of  Registrable  Securities  agrees  that it will vote to
effect a stock split or combination  with respect to any Registrable  Securities
in connection with any registration of such Registrable Securities hereunder, or
otherwise,  if the managing underwriter shall advise the Company in writing (or,
in connection with an offering that is not underwritten, if an investment banker
shall  advise the Company in writing)  that in its opinion such a stock split or
combination  would  facilitate  or  increase  the  likelihood  of success of the
offering.

         10.4     AMENDMENT AND MODIFICATION.

         This Agreement may be amended,  modified or supplemented by the Company
with the written consent of the Common Stockholders.


                                     - 13 -
<PAGE>

         10.5     GOVERNING LAW.

         This Agreement and the rights and obligations of the parties  hereunder
and the  Persons  subject  hereto  shall  be  governed  by,  and  construed  and
interpreted in accordance with, the law of the State of Colorado, without giving
effect to the choice of law principles thereof.

         10.6     INVALIDITY OF PROVISION.

         The invalidity or  unenforceability  of any provision of this Agreement
in any  jurisdiction  shall not affect the  validity  or  enforceability  of the
remainder  of  this   Agreement  in  that   jurisdiction   or  the  validity  or
enforceability  of  this  Agreement,  including  that  provision,  in any  other
jurisdiction.

         10.7     NOTICES.

         All   notices,   requests,   demands,   letters,   waivers   and  other
communications  required or permitted to be given under this Agreement  shall be
in  writing  and  shall be  deemed  to have  been  duly  given if (A)  delivered
personally,  (B) mailed,  certified or registered mail with postage prepaid, (C)
sent by next-day or overnight mail or delivery or (D) sent by fax as follows:

         (i) If to the Company, to it at:

             14001 E. Iliff Avenue, Suite 701
             Denver, Colorado  80014
             Attention:  President

         (ii) If to any other holder of Registrable  Securities,  to the address
of such  holder as set forth in the books and  records of the Company or to such
other  person or address as any party shall  specify by notice in writing to the
Company.  All such  notices,  requests,  demands,  letters,  waivers  and  other
communications shall be deemed to have been received (W) if by personal delivery
on the day after such delivery,  (X) if by certified or registered  mail, on the
fifth  business day after the mailing  thereof,  (Y) if by next-day or overnight
mail  or  delivery,  on the day  delivered  or (Z) if by fax,  on the  next  day
following the day on which such fax was sent,  provided that a copy is also sent
by certified or registered mail.

         10.8     HEADINGS; EXECUTION IN COUNTERPARTS.

         The headings  and captions  contained  herein are for  convenience  and
shall not control or affect the meaning or construction of any provision hereof.
This  Agreement  may be  executed in any number of  counterparts,  each of which
shall be deemed to be an original and which  together  shall  constitute one and
the same instrument.

         10.9     INJUNCTIVE RELIEF.

         Each of the parties  recognizes  and agrees  that money  damages may be
insufficient and,  therefore,  in the event of a breach of any provision of this
Agreement the aggrieved  party may elect to institute and prosecute  proceedings
in any court of competent  jurisdiction  to enforce  specific  performance or to
enjoin the continuing breach of this Agreement. Such remedies shall, however, be


                                     - 14 -
<PAGE>

cumulative and not exclusive, and shall be in addition to any other remedy which
such party may have.

         10.10    ENTIRE AGREEMENT.

         This Agreement is intended by the parties hereto as a final  expression
of their  agreement  and  intended to be a complete and  exclusive  statement of
their  agreement and  understanding  in respect of the subject matter  contained
herein  and  therein.   This  Agreement  supersedes  all  prior  agreements  and
understandings between the parties with respect to such subject matter.

         10.11    TERM.

         This  Agreement  shall be  effective  as of the date  hereof  and shall
continue in effect  thereafter  until the earlier of (A) its  termination by the
consent of the parties hereto or their respective successors in interest and (B)
the date on which no Registrable  Securities (and no securities convertible into
or exchangeable for Registrable Securities) remain outstanding.

                         [SIGNATURES ON FOLLOWING PAGES]

                                     - 15 -
<PAGE>

         IN WITNESS  WHEREOF,  the undersigned have caused their duly authorized
representatives to execute this Agreement as of the date first above written.

                                          COMPANY:

                                          UCAP INCORPORATED.

                                          BY: /s/ Dan E. Moudy
                                             ------------------------------
                                          NAME:   Dan E. Moudy
                                               ----------------------------
                                          TITLE:  President
                                                ---------------------------


                                          THE LOYR FOUNDATION

                                          /s/ A. Beat Kranz
------------------------------------      ---------------------------------

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

FACSIMILE NO.:  (___) ____________

                                          EUROPE CATALYST FUND

                                          /s/ Florian Homm
------------------------------------      ---------------------------------

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

FACSIMILE NO.:  (___) ____________

                                          ABSOLUTE RETURN EUROPE FUND, LTD

                                          /s/ Florian Homm
------------------------------------      ---------------------------------

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

FACSIMILE NO.:  (___) ____________\


                                     - 16 -
<PAGE>

                                   SCHEDULE I

COMMON STOCKHOLDERS:

The Loyr Foundation

Europe Catalyst Fund

Absolute Return Europe Fund, Ltd.




                                     - 17 -