`ASSETS                                                        2002                 2001
                                                                 ------------         ------------

Cash                                                             $   258,562          $    850,665
Real estate held for sale                                          6,221,587             7,995,000
Real estate held for development                                          --               255.169
Mortgage loans held for sale, net                                124,042,286            72,221,049
Property and equipment, net                                        1,264,439               633,571
Mortgage Fees Receivable                                           3,982,001             1,975,662
Investment securities                                                     --             1,872,405
Due from related party                                                 9,037                47,224
Goodwill, net                                                      3,504,716             4,342,777
Deferred income tax benefit                                        2,500,000               460,000
Other assets                                                         418,368               442,734
                                                                ------------          ------------
Total assets                                                    $142,200,996          $ 91,096,256
                                                                ============          ============

        LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
   Accounts payable and accrued expenses                        $  3,825,398          $  1,539,096
   Accrued interest payable                                          272,636             1,232,768
   Notes payable - warehouse line                                125,767,938            71,265,897
   Notes payable                                                          --             6,230,902
   Notes payable related parties and stockholders                  3,825,000               120,000
                                                                ------------          ------------
         Total liabilities                                       133,690,972           80,388,663
                                                                ------------          ------------
Stockholders' equity:
   Preferred series B convertible stock, 2,000,000 shares
     authorized, 1,650,000 shares issued and outstanding           1,650,000             1,650,000
   Common stock, no par value; 800,000,000 shares
     authorized, 33,677,306 and 24,856,283 shares issued
     and outstanding respectively                                         --                    --
   Additional paid-in capital                                     10,200,390             9,113,402
   Accumulated equity (deficit)                                   (3,340,366)              (55,809)
                                                                ------------           ------------
         Total stockholders' equity                                8,510,024            10,707,593
                                                                ------------           ------------
         Total liabilities and stockholders' equity             $142,200,996           $91,096,256
                                                                ============           ============`

`2002                 2001
                                                                 ------------         ------------

Revenue:
 Mortgage service income                                         $ 19,384,305         $ 22,491,419
 Sales of real estate                                                 550,000            2,161,742
                                                                 ------------         ------------
Total revenue                                                      19,934,305           24,653,161
                                                                 ------------         ------------
Operating expenses:
 Commissions                                                        3,562,317           10,301,450
 Salaries and employee benefits                                     6,725,634            5,004,258
 General and administrative                                         8,154,692            5,391,067
 Cost of real estate sold                                              81,000               60,982
 Professional fees                                                    751,250              935,383
 Occupancy expense                                                  1,226,136              863,542
 Amortization of goodwill                                                  --              328,441
 Writedown of goodwill on Cross Keys                                  758,061                   --
 Depreciation and amortization                                        129,404              213,903
 Writedown of real estate held for sale                             2,497,582                   --
 Property taxes                                                        15,173               65,328
                                                                 ------------         ------------
Total operating expenses                                           23,901,249           23,164,354
                                                                 ------------         ------------
Operating income (loss)                                            (3,966,944)           1,488,807
                                                                 ------------         ------------
Other income (expense):
 Writedown of investment securities                                (1,872,405)                  --
 Other income, net                                                    609,422            1,716,282
 Interest expense                                                     (94,630)            (578,336)
                                                                 ------------         ------------
                                                                   (1,357,613)           1,137,946
                                                                 ------------         ------------
Income (loss) before income tax provision (benefit)                (5,324,557)           2,626,753

Income tax provision (benefit)                                     (2,040,000)            (460,000)
                                                                 ------------         ------------
Net income (loss)                                                $ (3,284,557)         $ 3,086,753
                                                                 ============         ============

Basic and diluted income (loss) per common share                 $      (0.11)         $      0.14
                                                                 ============         ============

Weighted average common shares outstanding -
 basic and diluted                                                 29,301,889           22,326,512
                                                                 ============        =============`

`Preferred     Additional
                                                  Common        Shares          Paid-in         Accumulated
                                                  Shares        and Amount      Capital            Deficit           Total
                                                ----------    ----------    -------------     -------------    -------------


Balance at September 30, 2000                   15,305,763     $      --    $    (116,535)     $(3,142,562)    $  (3,259,097)


Common stock issued - purchase of
United Capital                                   1,389,430            --        1,665,437               --         1,665,437

Common stock and warrants issued in connection
with partial modification agreement - UCMC         409,000            --        1,741,603               --         1,741,603

Issuance of common stock - purchase
of Cross Keys                                      655,172            --          426,533               --           426,533

Common stock subscriptions receivable              700,000            --               --               --                --

Common stock redemption period expired           1,550,000            --               --               --                --

Common stock issued in settlement of debt        3,337,918            --        3,483,215               --         3,483,215

Common stock exchanged in payment of services      209,000            --          913,149               --           913,149

Common stock redemption period expired -
Paradigm                                           300,000            --               --               --                --

Preferred stock issued                                  --      1,650,000              --               --         1,650,000

Cancellation of subscription receivable          1,000,000            --        1,000,000               --         1,000,000

Net income                                              --            --               --        3,086,753         3,086,753
                                               -----------     ----------   -------------      -----------     -------------
Balance at September 30, 2001                   24,856,283     $1,650,000    $  9,113,402      $   (55,809)    $  10,707,593

Common stock issued - GCA settlement             1,600,000            --          602,480               --           602,480

Common stock issued as collateral for note       2,400,000            --               --               --                --

Common stock issued in connection with
  repricing agreement on UCMC acquisition          566,364            --               --               --                --

Common stock issued persuant debt conversion     2,017,438            --          984,508               --           984,508

Common stock issued in connection with prior
  year severance agreement                       1,137,221            --               --               --                --

Common stock received in satisfaction of debt     (400,000)           --         (500,000)              --          (500,000)

Net loss                                                --            --               --       (3,284,557)       (3,284,557)
                                               -----------     ----------    ------------      -----------     -------------
Balance at September 30, 2002                   33,677,306     $1,650,000    $ 10,200,390      $(3,340,366)    $   8,510,024
                                               ===========     ==========    ============      ===========     =============`

`2002                   2001
                                                                               ----------             ----------

Cash Flows from Operating Activities:
  Net income                                                                  $  (3,284,557)         $  3,086,753
  Adjustments to reconcile operating income to net cash
   provided by operating activities
    Depreciation and amortization                                                   129,404               542,344
    Writedown of real estate held for sale                                        2,497,582                    --
    Writedown of investment securities                                            1,872,405                    --
    Writedown of goodwill on Cross Keys                                             758,061                    --
    Gain on sale of real estate                                                    (469,000)                   --
    Loss on sale of property and equipment                                          158,126               129,384
    Issuance of common stock for services                                                --             4,153,320
    Gain on forgiveness of debt                                                    (192,700)                   --
    Deferred income tax benefit                                                  (2,040,000)             (460,000)
    Gain (loss) on  sale of subsidiary                                                   --            (1,166,872)
    Changes in assets and liabilities:
      Receivables                                                                (2,006,339)           (1,363,107)
      Due from related party                                                         38,187                10,592
      Other assets                                                                   24,366            (1,118,308)
      Accounts payable and accrued expenses                                       2,336,302            (1,302,842)
      Accrued interest payable                                                     (825,624)              626,777
      Deferred revenue                                                                   --               (65,710)
                                                                              -------------         -------------
Net cash used in operating activities                                            (1,003,787)            4,239,203
                                                                              -------------         -------------
Cash Flows from Investing Activities:
    Mortgage loans held for sale                                                (51,821,237)          (48,617,203)
    Purchase of property and equipment                                             (838,398)              (79,104)
    Advances on notes receivable                                                         --              (309,248)
    Acquisition of United Capital Mortgage                                               --              (717,193)
    Sale of Accent Mortgage Services, Inc.                                               --              (181,674)
    Proceeds from sale of real estate                                                    --               133,500
    Development cost                                                                     --               (33,533)
                                                                              -------------         -------------
Net cash provided by investing activities                                       (52,659,635)          (49,804,455)
                                                                              -------------         -------------

Cash Flows from Financing Activities:
    Proceeds from issuance of notes payable                                      49,869,179            47,678,889
    Repayment of notes payable                                                    3,202,140            (1,535,269)
                                                                               -------------          ------------
Net cash provided by financing activities                                        53,071,319            46,143,620
                                                                              -------------          ------------

Net increase (decrease) in cash                                                    (592,103)              578,368

Cash, at beginning of the year                                                      850,665               272,297
                                                                              -------------          ------------

Cash, at end of the year                                                      $     258,562         $     850,665
                                                                              =============         =============`

`2002                   2001
                                                                                ----------           ----------


Supplemental disclosure of cash flow information:
    Cash paid during the period for interest                                    $ 3,531,274        $  2,047,477
                                                                                ============        ============`

| | a.
Organization and nature of operations - UCAP, Incorporated and Subsidiaries (the
Company) is a multi-state provider of mortgage lending and
brokerage services to consumers and also holds certain investments in real
estate. Prior to July 18, 2002, the Company operated under the name of Lahaina
Acquisitions, Inc. Effective as of that date, the stockholders of the Company
voted to change the name of the Company to UCAP, Incorporated. During the year
ended September 30, 2002, the Companys operations consisted of a mortgage
lending division (United Capital Mortgage Corporation or
UCMC)and a real estate investment division (UCMC Real Estate I
or UCMC REI). UCMC is a residential mortgage lender, providing
mortgage lending services to consumers through a total of twelve traditional
offices located in Colorado, Nevada and Florida as well as through its wholesale
operations in New York, Florida, Nevada, Colorado and New Mexico. AMSI was a
residential mortgage broker, providing mortgage brokerage services to consumers
through several branch offices located primarily in the Atlanta, Georgia
metropolitan area. During the year ended September 30, 2001, AMSI had
approximately 30 branches. UCMC REI is a real estate investment organization
engaged in the sale of real estate. Effective September 30, 2001, subject to
certain consents and approvals, as further discussed in Note 11, the Company
sold its mortgage brokerage division.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b.
Principles of consolidation - The consolidated financial statements of the
Company include the accounts of its wholly-owned subsidiaries. All intercompany
transactions and balances have been eliminated in consolidation.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c.
Basis of presentation and uses of estimates - The consolidated balance sheet has
been prepared in conformity with accounting principles generally accepted in the
United States of America. In preparing the consolidated financial statements,
management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ significantly from those
estimates.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | d.
Revenue recognition - UCMCs, and previously AMSIs, revenues are
primarily derived from fee income from the origination of residential mortgage
loans, and such revenues are recognized when the loans are sold to an investor
and the Company has no further obligation to fulfill. To date, all of the loans
originated have been sold (or will be sold in the case of loans held for sale)
with the servicing released. Gains and losses on loan sales are recognized at
the time of the sale and are determined by the difference between net sale
proceeds and the carrying value of the loans sold. Prior to September 4, 2002,
ARG owned parcels of land that it intended to develope and sell. Effective as of
that date, the Company established UCMC Real Estate I (Real Estate
I), a wholly-owned subsidiary of UCMC, and transferred all of its real
estate holdings to Real Estate I in connection with the refinancing of the
outstanding indebtedness on these properties.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Sales
of lots are recognized when the required down payments are received, continuing
investment and continuing involvement criteria are met, and title is connveyed
to the buyer. Sales of real estate generally are accounted for under the full
accrual method. Under that method, gain is recognized when the collectibility of
the sales price is reasonably assured and the earnings process is complete. When
a sale does not meet the requirements for income recognition, gain is deferred
until those requirements are met. Some sales of real estate are accounted for
under the cost recovery method. Under that method, the gain on sale is generally
deferred until the total payments by the buyer exceed the cost of the property
sold. However, a portion of the deferred gain is recognized as income to the
extent that the deferred gain exceeds the note receivable from the buyer plus
the maximum continent liability to the Company for other debt on the property.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | e.
Cash equivalents - The Company considers all highly liquid instruments purchased
with an original maturity of three months or less to be cash equivalents.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| | f.
Mortgage loans held for sale - Mortgage loans originated and intended for sale
in the secondary market are carried at the lower of cost or estimated market
value in the aggregate. Net unrealized losses are recognized through a valuation
allowance by charges to income.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | g.
Concentration of credit risk - The Company is subject to concentration of credit
risk with respect to the portfolio of mortgage loans receivable as changes in
the economic environment might adversely impact the borrowers ability or
willingness to repay such mortgages. Additionally, the value of such mortgages
can be impacted by fluctuations in interest rates and the credit markets.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company presently sells the mortgage loan it originates to a limited number of
investors. Although the Company is presently dependent upon these investors
continuing to purchase these mortgages, the Company believes that it could
replace these investors, if required to, at similar terms.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | h.
Asset impairment - The Company has adopted SFAS No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets. This statement requires
that long-lived assets and certain identifiable intangibles be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of carrying amount of an asset to
future net cash flows expected to be generated by the asset. If such assets are
considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount exceeds the fair value of the assets. Assets
to be disposed of are reported at the lower of the carrying amount or fair value
less costs to sell.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | j.
Foreclosed real estate - Foreclosed real estate is reported at the lower of cost
or fair value less estimated disposal costs, determined on the basis of current
appraisals, comparable sales, and other estimates of value obtained principally
from independent sources.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | k.
Investement securities - As of September 30, 2001, investment securities
consisted of the preferred and common stock of AMSI that the Company received in
connection with its conditional sale of AMSI as of that date (Note 11). These
securities were recorded at their original cost with management believed
approximated their values at that date. During the fourth quarter of fiscal
2002, the Company evaluated the realizability of these investment securities and
determined that these investments should be written off. Accordingly a writedown
of these securities is reflected in the financial statements as of September 30,
2002.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | l.
Goodwill - Goodwill represents the excess of cost over the net assets of
acquired businesses. Effective October 1, 2001, the Company adopted SFAS No. 142
Goodwill and Other Intangible Assets which eliminated the
requirementfor systematic amortization of goodwill and replaces it with a
requirement to evaluate goodwill for impairment on at least an annual basis.
Prior to October 1, 2001, goodwill was being amortized by the straight-line
method over periods ranging from ten to fifteen years. The changes in the
carrying amount of goodwill for the year ended September 30, 2002, are as
follows:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

`Mortgage           Real Estate
                                           Services            Division                 Total
                                           --------           -----------              -------
         Balance as of October 1, 2001    $4,342,777          $     -                $4,342,777

         Goodwill written off related to
            sale of subsidiary              (80,000)               -                   (80,000)

         Impairment loss                   (758,061)               -                  (758,061)
                                          ----------          -----------            ----------
         Balance as of September 30, 2002 $3,504,716          $     -                $3,504,716
                                          ==========          ===========            ==========`

| | Due
to competition in the lending industry and changes in the Companys
business plan, management has determined that the remaining unamortized goodwill
associated with CKC should be written off via an impairment loss during the year
ended September 30, 2002.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
the year ended September 30, 2001, the Company recorded goodwill of
approximately $3,645,000 and $812,000, respectively, in connection with its
acquisitions of United Capital Mortgage and Cross Keys Capital. During the same
period, the Company recorded approximately $208,200 in goodwill to account for
additional consideration for the acquisition of AMSI. Amortization expense on
goodwill was $328,441 for the year ended September 30, 2001.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

`2002            2001
                                                ----            ----
         Reported net income (loss)       $(3,284,557)      $3,086,753

         Add back: Goodwill amortization           -           328,441
         Add back: Impairment loss            758,061               -
                                          ------------      ----------
         Adjusted net income              $(2,526,496)      $3,415,194
                                          ============      ==========

         Basic earnings per share:
           Reported net income (loss)     $     (0.11)      $     0.14
           Goodwill amortization                    -             0.01
           Impairment loss                       0.03                -
                                          -----------       ----------
                                          $     (0.08)      $     0.15
                                          ===========       ==========`

`2002           2001
                                                    ----           ----

        Real estate held for sale               $6,221,587       $ 7,995,000
                                                ----------       -----------
        Land held for development               $       --       $    91,605
        Cost to develop land                            --           163,564
                                                ----------       -----------
                                                $       --       $   255,169
                                                ----------       -----------
                                                $6,221,587       $ 8,250,169
                                                ==========       ===========`

`Cost
                              Sales       Deferred         Net       real estate
                              price        revenue       revenue         sold
                              -----       ---------      --------        ----

        Tennessee Property  $1,150,000   $  890,781     $  259,219    $  259,219
        Swiss Air            3,400,000      600,000      2,800,000       975,481
                            ----------   ----------     ----------    ----------
        Totals              $4,550,000   $1,490,781     $3,059,219    $1,234,700
                            ==========   ==========     ==========    ==========`

`2002                2001
                                                    ----                ----

        Residential mortgage loans              $ 124,042,286       $ 67,760,549
        Construction financing                             --          6,460,500
                                                -------------       ------------
                                                $ 124,042,286       $ 72,221,049
                                                =============       ============`

`2002              2001
                                                    ----              ----

        Leasehold improvements                  $    67,929       $    67,236
        Furniture and equipment                   1,937,096         1,297,054
                                                -----------       -----------
        Property and equipment, at cost           2,005,025         1,364,290
        Less accumulated depreciation               740,586           730,719
                                                -----------       -----------
        Property and equipment, net             $ 1,264,439       $   633,571
                                                ===========       ===========`

`2002                 2001
                                                                      ----------           ----------

Notes payable:

Note payable to a bank; interest at prime;
secured by a first mortgage on a residence.                           $       --          $ 2,228,814

9% Convertible Note due April 2003.  Company may elect
to pay the note, plus accrued interest, with stock or
cash.  If the note is not paid on or before the due date, the
Holder may require conversion.  The note is secured by shares
of the Company's common stock equal to the number of shares
issuable upon conversion.                                                     --              600,000

Note payable secured by certain parcels of land held for
development, due June 7, 2000.  Interest at 9%.                               --              550,000

8% Promissory note due August 25, 2000. The note is secured
by shares of the Company's common stock.                                      --              500,000

Note payable to a bank secured by residential property,
payable on demand or if no demand, April 2002.  Interest
at prime plus 2%.                                                             --              495,000

9% Promissory Note, secured by a second mortgage on certain
parcels of real estate, due January 31, 2001. Interest only
payable quarterly in arrears.                                                 --              459,586

8% Note payable due September 25, 2000. Company may elect to pay
the note, plus accrued interest, with stock or cash. If the note
is not paid on or before the due date, the Holder may require
conversion.  The note is secured by shares of the Company's
common stock equal to the number of shares issuable upon conversion.          --              425,000

8% Note payable due December 26, 2000. Company may elect to
pay the note, plus accrued interest, with stock or cash. If
the note is not paid on or before the due date, the Holder may
require conversion. The note is secured by shares of the Company's
common stock equal to the number of shares issuable upon conversion.          --              425,000

Note payable secured by certain parcels of real estate, due
September 2004. Principal and interest payable monthly at a
rate of 15%.                                                                  --              329,802

Note payable with no interest unless default at which time
interest accrues at 12%, due December 15, 2001.  Secured
by real estate.                                                               --              150,000

Note payable secured by residential property, payable on
demand.  Interest is payable monthly at a rate of 12%.                        --               67,700

                                                                    ------------         ------------
Total notes payable                                                           --            6,232,903
                                                                    ------------         ------------

6.  Notes Payable (cont.)
    -------------
Notes payable related parties:

Note payable to stockholder; interest at 7.5%;
cue September 10, 2003; secured by mortgages
on real estate                                                      $  1,850,000                   --

Note payable to stockholder; interest at LIBOR
plus 5.0%; due December 17, 2003; convertible
to Company stock; subordinated in payment to
the Company's warehouse line of credit                                 1,000,000                   --

Note payable to a stockholder; interest at 7.0%;
due February 14, 2003; unsecured                                         625,000                   --

Note payable to a stockholder; interest at 7.5%;
due August 21, 2003; secured by second
mortgage on real estate                                                  350,000                   --

Unsecured note payable to a stockholder, interest
at 7%, due on demand.                                                         --              120,000

                                                                    ------------          ------------
     Total notes payable related parties                               3,825,000              120,000
                                                                    ------------          ------------
Total notes payable                                                 $  3,825,000          $ 6,352,903
                                                                    ============          ============`

| | Scheduled
maturities of the Companys notes payable and notes payable - related
parties and stockholders at September 30, 2002 are as follows:
| | ----------------------------------------------------------------------------------------------------------------------------------------------

`Year Ending September 30,

                2003                    $ 3,491,667
                2004                        333,333
                                        -----------
                Total                   $ 3,825,000
                                        ===========`

| | As
of September 30, 2001, the Company had certain convertible notes outstanding.
The terms of the 8% convertible notes issued by the Company for general
corporate indebtedness stated that the notes may be converted by the holder at
any time, and contain certain other conversion provisions. The conversion price
of these notes was equal to 110% of the average closing bid price for the five
(5) trading days immediately prior to the original issuance of the note. During
the year ended September 30, 2002, the holders of these notes elected to convert
resulting in the issuance of 2,017,438 common shares.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | At
September 30, 2002, the Company had $124,042,286 outstanding under a warehouse
line of credit. This line is a $100,000,000 line with a $25,000,000 overline
which bears interest at LIBOR plus 2.125%. At September 30, 2001, the Company
had $65,146,225 outstanding under a warehouse line of credit. This line was a
$30,000,000 line with a $65,000,000 overline which bore interest at LIBOR plus
2.125%.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | At
September 30, 2001, the Company also had $6,119,672 outstanding under a separate
revolving line of credit, the proceeds of which had been used to fund
construction financing loans. During the year then ended, this line was
suspended due to a failure to paydown the outstanding balance on the line.
During the year ended September 30, 2002, proceeds from sales of construction
loans were applied to pay off this outstanding balance.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Income
tax expense differs from income taxes at the federal statutory rates for the
following reasons:
| | ------------------------------------------------------------------------------------------------------

| | Deferred
income tax assets and the related valuation result principally from the
potential tax benefits of net operating loss carryforwards.
| | --------------------------------------------------------------------------------------------------------------------------------------------

| | Analysis
of the net deferred tax benefit at September 30, 2002 and 2001 is as follows:
| | --------------------------------------------------------------------------------------

| | The
net change in the deferred tax valuation allowance was a decrease of $346,443
and $1,465,784 for the years ended September 30, 2002 and 2001, respectively.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | At
September 30, 2002, the Company has net operating loss carryforwards available
for Federal and state income tax purposes totaling approximately $5,684,000.
Unless utilized, the carryforwards will begin expiring in 2020.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
the year ended September 30, 2000, warrants were issued by the Company that
enabled the holders to purchase the Companys common stock at any time up
to three years from the date of original issuance of the respective note. The
warrant price is equal to 110% of the average closing bid price of the
Companys common shares for the five (5)trading days immediately prior to
the original issuance of the note. Warrant prices for the $525,000, $500,000 and
$475,000 notes are $2.75, $3.77 and $2.03, respectively. During the year ended
September 30, 2002, these warrants were exercised resulting in the issuance of
2,047,138 shares. At September 30, 2001, warrants to acquire a total of
4,400,000 shares of the Companys common stock were outstanding. The
weighted average exercise price relating to these 4,400,000 warrants is
approximately $.10 per share.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | A
summary of the Companys stock warrant activity and related information for
the years ended September 30, 2002 and 2001 is as follows:
| | ----------------------------------------------------------------------------------------------------------------------------------------

`Number of
                                                                 Warrants
                                                                ----------


       Balance at September 30, 2000                               400,000
            Granted                                              4,000,000
            Exercised                                                   --
            Cancelled                                                   --
                                                               -----------
       Balance at September 30, 2001                             4,400,000
            Granted                                                400,000
            Exercised                                                   --
            Cancelled                                                   --
                                                               -----------
       Balance at September 30, 2002                             4,800,000
                                                               ===========`

`Weighted
                                                                                 Average
                                                                Number of        Exercise
                                                                 Options           Price
                                                              ----------        ----------
       Balance at September 30, 2000                           1,407,500            1.48
               Granted                                         4,504,500            0.75
               Exercised                                         (53,125)             --
               Canceled                                       (1,107,693)           1.47
                                                              ----------
       Balance at September 30, 2001                           4,751,182            1.05
               Granted                                         2,800,000            0.80
               Exercised                                              --              --
               Canceled                                       (2,649,385)           1.05
                                                              ----------
       Balance at September 30, 2002                           4,901,797            0.91
                                                              ==========
       Exercisable at September 30, 2001                       3,778,100            0.93
                                                              ==========
       Exercisable at September 30, 2002                       4,503,450            0.52
                                                              ==========
       Shares available for grant at September 30, 2001          303,343
                                                              ==========
       Shares available for grant at September 30, 2002        1,830,397
                                                              ==========`

| | The
following table summarizes information about the Companys stock options
outstanding and exercisable by price range at September 30, 2002:
| | ----------------------------------------------------------------------------------------------------------------------------------------------

`Weighted
      Options         Average                           Options
    Outstanding      Remaining                      Exercisable at
    at September    Contractual          Exercise    September 30
       2002             Life               Price         2002
    -----------   ----------------      --------    ------------

       678,880        3.76 years           1.50          243,033
        97,917        2.70 years           1.42          135,417
        25,000        1.47 years           1.20           25,000
       500,000        4.00 years           0.85          500,000
     2,000,000        3.82 years           0.54        2,000,000
     1,200,000        9.50 years           0.52        1,200,000
       400,000        4.50 years           0.40          400,000
    -----------                                       ----------
     4,901,797                                         4,503,450
    ===========                                       ==========`

| | a.
Pro Forma Information - Pro forma disclosure information regarding net income
(loss) and income (loss) per common share is required by Statement 123, and has
been determined as if the Company had accounted for its stock options and the
Stock Purchase Plan under the fair value method of that Statement.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | For
purposes of pro forma disclosures only, the estimated fair value of the options
is amortized to expense over the options vesting period. The fair value
for all options was estimated at the date of grant using the Black-Scholes
option valuation model with the following assumptions:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

`Cash and cash equivalents               $     135,132
        Receivables                                   674,910
        Loans held for sale                        15,424,698
        Property and equipment                        723,760
        Other assets                                2,416,816
        Notes payable                             (15,257,691)
        Accounts payable and other liabilities     (1,067,625)
                                                --------------
                                                $   3,050,000
                                                ==============`

`Receivables                             $      50,672
        Loans held for sale                         8,179,148
        Property and equipment                         49,990
        Other assets                                  816,370
        Notes payable                              (8,255,272)
        Accounts payable and other liabilities       (154,003)
        Interest payable                             (261,905)
                                                --------------
                                                $     425,000
                                                ==============`

`Mortgage        Real Estate
                                    Services           Division       Corporate          Total
                                  -------------     -------------    -------------    -------------


Revenues                          $  19.384,305     $    550,000     $         --     $  19,934.205

Operating profit (loss)                 246,919          466,583       (2,182,864)       (1,469,362)

Depreciation and amortization           887,465               --               --           887,465

Identifiable assets                 133,573,206        6,221,587        2,406,203       142,200,996

Capital expenditures                    838,398          550,000               --         1,388,398`

`Mortgage        Real Estate
                                    Services           Division       Corporate          Total
                                  -------------     -------------    -------------    -------------


Revenues                          $  22,716,419     $  1,936,742     $         --     $  24,653,161

Operating profit (loss)               1,579,365        1,696,211       (1,786,769)        1,488,807

Depreciation and amortization           517,119               --           25,225           542,344

Identifiable assets                  80,874,801          938,926        9,282,529        91,096,256

Capital expenditures                     79,104              --                --            79,104`

`2002            2001


     Numerator:
           Net income (loss)                                  $(3,284,557)  $  3,086,753
                                                              ===========   ============

     Denominator:
           Denominator for basic loss per share-weighted
           average shares (including outstanding shares of
           redeemable common stock)                             29,301,889    22,326,512

    Effect on dilutive  securities:
           Employee  stock  options                              2,810,756           --
           Stock  purchase warrants                              4,800,000           --
                                                              ------------  ------------
              Denominator for diluted loss per share
               adjusted weighted                                36,912,645    22,326,512
                                                              ============  ============

         Net income (loss) per share - basic and diluted      $      (0.11) $       .014
                                                              ============  ============`

`SUMMARY COMPENSATION TABLE

                                                          ANNUAL COMPENSATION            LONG TERM COMPENSATION
                                                    ----------------------------    --------------------------------
                                                    SALARY         OTHER ANNUAL      STOCK OPTIONS      ALL OTHER
Name and Principal Position         YEAR               $           COMPENSATION           (#)            COMPENSATION
----------------------------------------------------------------------------------------------------------------------

Dan Moudy, President, Chairman      2002                 -             -                      -              -
   and Chief Executive Officer

David Colwell, Chief Operating      2002            47,125             -                      -              -
   Officer and President of
   United Capital Mortgage Corp.`

Mr. Moudy accepted the
positions of Chairman and Chief Executive Officer effective November 2, 2001
following the September 30, 2001 resignation of the former Chairman and Chief
Executive Officer, L. Scott Demerau. The Company functioned without a named
Chairman or Chief Executive Officer during the iterim period.

Mr. Colwell accepted the
positions of Chief Operating Officer of the Company and President and Chief
Executive Officer of United Capital Mortgage Corporation on July 1, 2002.
Pursuant to the terms of his written employment agreement, Mr. Colwell is
entitled to base compensation of $182,500 per year, with the opportunity for
annual performance based cash bonuses of (i) 5% of the annual pre-tax operating
profit of UCAP and certain other subsidiaries and (ii) 10% in excess of
$4,500,000 of pre-tax operating profits. Performance bonus thresholds are
redefined on an annual basis.

`OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR
---------------------------------------------------------------------------------------------------------
                                                                            Potential realizable  value
                                                                            at assumed annual rates of
                                                                             stock price  appreciation
                           Individual grants                                      for option term
-----------------------------------------------------------------------  ---------------------------------
                       Number of           Percent of
                      Securities         total options/
                      underlying          SARS granted    Exercise or
                     Options/SARS         to employees     base price         Expiration   5%       10%
       Name           Granted (#)        in fiscal year    ($/Share)           date        ($)      ($)
-----------------------------------------------------------------------------------------------------------


Dan Moudy               150,000 (1)         5.36%               $0.52         03/21/2012     0        0

Robert E. Altenbach     150,000 (1)         5.36%               $0.52         03/21/2012     0        0

Joe McAdams             150,000 (1)         5.36%               $0.52         03/21/2012     0        0

Florian Homm            150,000 (1)         5.36%               $0.52         03/21/2012     0        0

David Colwell           400,000 (2)        14.29%               $0.40         02/01/2007     0        0`

(2)
Immediately vested options, exercisable at $0.40 per share. Exercisable for 5
years from date of grant. These options were issued to Mr. Colwell for
performing consulting services for the Company prior to Mr. Colwells
employment with the Company.

`Aggregated Option/SAR Exercises in Last
                    Fiscal Year and FY-End Option/SAR Values
--------------------------------------------------------------------------------------------------------------------------


                                                                    Number of securities          Value of unexercised in-
                                                                   underlying unexercised           the-money options/SARs
                                                                   options/SARs at FY-end            at FY-end

                      Shares acquired                                (#)                                    ($)
     Name             on exercise (#)    Value realized ($)     Exercisable     Unexercisable


Dan Moudy                       0                       0         483,333               -                $32,000

Robert E. Altenbach             0                       0         300,000               -                $24,000

Joe McAdams                     0                       0         150,000               -                $12,000

Florian Homm                    0                       0         300,000               -                $30,000

David Colwell                   0                       0         400,000               -                $80,000`

`NUMBER OF SHARES          PERCENT OF CLASS
BENEFICIAL OWNER                               COMMON                       COMMON
----------------------------------------------------------------------------------------------
L. Scott Demerau                            3,157,152(1)                     9.17%
8645 Swiss Air Road
Gainesville, GA  30506
----------------------------------------------------------------------------------------------
Juli Demerau                                3,157,152(2)                     9.17%
8645 Swiss Air Road
Gainesville, GA  30506
----------------------------------------------------------------------------------------------
Judith Demerau                              1,855,870(4)                     5.39%
1211 Weaton Court
Ladylake, FL  32162
----------------------------------------------------------------------------------------------
William D. McCord                           5,945,999(10)                   17.30%
161 Spurwink
Hot Springs, AR  71913
----------------------------------------------------------------------------------------------
David M. Linfert                            2,159,722(12)                    6.27%
2825 Breckinridge Blvd., Suite 150
Duluth, GA  30096
----------------------------------------------------------------------------------------------
Jill Linfert                                2,159,722(13)                    6.27%
2825 Breckinridge Blvd., Suite 150
Duluth, GA  30096
----------------------------------------------------------------------------------------------
Dan Moudy                                  13,374,921(11)                   38.80%
Lee H. Hastings, III                          140,000(3)                       *
Charles Hakala                              1,444,500(7)                     4.19%
Robert E. Altenbach                           740,000(3)                     2.15%
Joe McAdams                                   250,000(9)                       *
Florian Homm                                  550,000(5)                     1.60%
David Colwell                                 975,281(8)                     2.83%

----------------------------------------------------------------------------------------------
All directors and officers as a group      17,474,702                       50.70%
 (7 people)
----------------------------------------------------------------------------------------------`

`SIGNATURE                                    TITLE                                    DATED
          ----------------                            ---------------                            -----------

         /s/ Dan E. Moudy             President, Chief Executive Officer, Chairman            January 28, 2003
         --------------------         Director (Principal Executive Officer)
         Dan E. Moudy


         /s/ H. Lee Hastings, III     Director                                                January 28, 2003
         -----------------------
         H. Lee Hastings, III


         /s/ Charles C.Hakala         Director                                                January 28, 2003
         --------------------
         Charles Hakala


         /s/ Robert E. Altenbach      Director                                                January 28, 2003
         ----------------------
         Robert E. Altenbach


         /s/ Joe McAdams              Director                                                January 28, 2003
         ---------------------
         Joe McAdams

         /s/ David Colwell            Director                                                January 28, 2003
         ---------------------
         David Colwell

         /s/ Florian Homm             Director                                                 January 28, 2003
         ---------------
         Florian Homm`

4.25
Compliance with Other Laws. CKC and CKCLP have complied in all material respects
with all laws, statutes, rules, regulations, orders and engineering standards
of, and has secured all necessary permits and authorizations and licenses issued
by, federal, state, local and foreign agencies and authorities, applicable to
its business, properties and operations (including but not limited to those
concerned with control of foreign exchange, energy, environmental protection and
pollution control, franchising and other distribution arrangements, antitrust
and trade regulation, civil rights, labor and discrimination, safety and health,
zoning and land use), the violation of which (or, in the case of necessary
permits, authorizations or licenses, the failure to secure) could have a
material adverse effect on the business, operations, properties or assets, or on
the condition, financial or otherwise, of CKC or CKCLP, a complete list of all
such permits, authorizations and licenses are set forth in the Disclosure
Schedule. If so requested by Buyer, true and correct and complete copies of such
shall be delivered by Shareholders to Buyer, and if requested, true and correct
and complete copies of all such permits, authorizations and licenses which are
issued from the date hereof through the Closing Date shall be delivered on that
date by Shareholders to Buyer.

__________

Frank Demarino

/s/ Robert G. Devlin

__________

Robert G. Devlin

/s/ Frank A. Oliverio                           /s/ Paul S. Romano
________________________                       ________________________
Frank  A. Oliverio                             Paul S. Romano

/s/ Carmen P. Romano

__________

Carmen P. Romano



EX. 10-9    SETTLEMENT AGREEMENT WITH DAVID M. LINFERT


     This  Settlement  Agreement and Release  ("Agreement")  is made and entered
into as of this 11th day of September, 2002 (the "Effective  Date") by and among
the  following:  David  M.  Linfert,  Inc.  ("DML,  Inc.");  David  M.  Linfert,
Individually and f/b/o David M. Linfert Self-Directed IRA ("D.M. Linfert"); UCAP
Incorporated f/k/a Lahaina Acquisitions,  Inc. ("UCAP");  The Accent Group, Inc.
("Accent Group");  Accent  Associates,  LLC ("Accent  Associates");  Accent Real
Estate Group,  Inc.  ("Accent Real  Estate");  Accent  Mortgage  Services,  Inc.
("AMSI") and L. Scott Demerau ("Demerau") (collectively, the "Parties"). As used
herein,  "Linfert" shall  collectively  refer to DML, Inc. and D.M. Linfert.  As
used herein, the "Lahaina Parties" shall  collectively refer to Lahaina,  Accent
Group, Accent Associates, Accent Real Estate, AMSI and Demerau.


                                    RECITALS

     A. The Parties have  previously  entered into a  Settlement  Agreement  and
Release dated as of May 25, 2001 (the "May 2001 Settlement Agreement").

     B. Pursuant to the May 2001 Settlement Agreement,  the Parties have entered
into other transactions.

     C. In  addition,  certain of the Parties  have  entered  into  various side
agreements.

     D. Linfert has  subsequently  obtained a Consent Judgment entered and filed
on January  25,  2002 in the  Superior  Court of Fulton  County,  Georgia in the
principal amount of $1,252,580.77  (the  "Judgment").  The Judgment was taken on
behalf of Accent Partners I,  L.L.L.P.  ("Accent  Partners").  D.M. Linfert Self
Directed IRA owns 871/2% of Accent  Partners.  Jill P. Linfert Self Directed IRA
owns 121/2% of Accent Partners.

     E. Since that time, Linfert has engaged in efforts to collect the Judgment.

     F. The Lahaina Parties have disputed the amounts due under the Judgment.

     G. The  Parties  desire to settle  and  compromise  fully and  finally  the
various transactions,  differences,  claims, complaints, and counterclaims among
them.  WHEREFORE,  in  consideration  of  the  mutual  recitals,  covenants  and
representations  contained herein and for other good and valuable consideration,
the receipt and  sufficiency of which are hereby  acknowledged,  it is agreed as
follows:

     1.0 Payment to Jill Linfert.  Concurrent with the execution and delivery of
this  Agreement,  UCAP agrees to pay Jill  Linfert a total of $75,000 to satisfy
the Arbitration  Award (the  "Arbitration  Award") dated May 1, 2002 in American
Arbitration  Association  case no.  30E181 00746 01, and any judgment  resulting
from the confirmation of the Arbitration  Award.  UCAP hereby assigns to Linfert
for the benefit of Accent Partners the right to receive from Jill Linfert 20,000
shares of UCAP stock,  to be  liquidated in  accordance  with the  provisions of
section 11.0 hereof.

     2.0 The  Judgment.  The Parties  acknowledge  that the current  outstanding
balance of the Judgment is $  1,110,433.79.  The Parties also  acknowledge  that
Demerau has a claim to  $135,000.00  of the  proceeds of the  Judgment.  Linfert
hereby  sets off  Accent  Partners'  obligation  to pay  $135,000.00  to Demerau
against  the  balance  due under  the  Judgment.  In  addition,  UCAP  shall pay
$138,804.22 to pay off Jill Linfert's 121/2% interest in the Judgment,  such sum
to be paid as instructed by the title agent writing the title policy for certain
property in Forsyth  County,  Georgia (the  "Forsyth  Property")  subject to the
Judgment's  lien.  With  these two  payments,  the  outstanding  balance  of the
Judgment as of the Effective Date will be $836,629.57 (the "Outstanding Judgment
Balance").  Demerau  hereby  agrees  to the set  off.  From the  Effective  Date
forward,  interest on the Judgment shall accrue at the rate of nine percent (9%)
per annum, and no more.

     3.0 Loan  Indemnification.  The  Parties  acknowledge  and  represent  that
currently,  there are certain  outstanding  construction  loans in default which
Accent Partners (or others acting on its behalf) has made to various mobile home
construction   borrowers,   as  evidenced  by  certain   promissory  notes  (the
"Construction  Loans")  from  said  borrowers  (the  "Construction  Borrowers").
Exhibit  "A" which is  attached  hereto  and  expressly  incorporated  herein by
reference, constitutes a true and correct list of all of said Construction Loans
and the corresponding collateral held by AMSI and Accent Partners, including the
loan principal and accrued interest  thereunder as of August 29, 2002 as well as
the respective per diem interest amounts.
     For the purposes of this Section 3.0 only,  AMSI shall  promptly  undertake
all reasonable steps to collect all monies due under the Construction  Loans and
to deliver all  quitclaims,  satisfactions  and other  instruments  necessary to
accomplish  said  undertaking,  and shall  provide  Linfert  with weekly  status
reports  regarding  AMSI's  collection  activities.  AMSI  agrees  that  as each
Construction Loan is sold,  refinanced or otherwise paid, collected or satisfied
in whole or in part  (collectively,  a "Payoff"),  AMSI shall  immediately cause
said  Payoff  proceeds  to be  delivered  to Linfert  for the  benefit of Accent
Partners.  AMSI shall not  commingle  any Payoff  proceeds in any of its general
accounts,  shall hold the Payoff proceeds in trust for Linfert and shall endorse
all Payoff checks and other remittances for delivery to Linfert pursuant to this
Section.  All  Payoff  proceeds  shall  be  applied  to  and  shall  reduce  the
Outstanding Judgment Balance.
     AMSI agrees that at least $200,000.00 will be collected on the Construction
Loans within 90 days of the Effective Date. AMSI agrees that a total of at least
$450,000.00 will be collected on the  Construction  Loans within 180 days of the
Effective  Date.  If AMSI  collects at least  $200,000.00  within 90 days of the
Effective  Date,  and a total of at  least  $450,000.00  within  180 days of the
Effective Date,  Linfert shall file the Satisfaction of Judgment attached hereto
as  Exhibit  "B." In lieu of  actual  collection  of  Construction  Loans in the
amounts provided in this Section 3.0, AMSI, or any of the Lahaina Parties, shall
be entitled to remit cash payments for the deficiency to Linfert.
     As Payoff proceeds are delivered to Linfert, Linfert shall be authorized to
disburse said monies to the Bankers Bank in  satisfaction  of monies due to said
institution pursuant to the Mortgage Warehouse Loan and Security Agreement dated
June 1, 1999 between  Southern  National Bank and Accent  Partners and under the
Promissory Note ancillary thereto of like date.

     4.0 Demerau  Shares as  Security.  Concurrent  with the  execution  of this
Agreement, Demerau shall deliver to D.M. Linfert for the sole use and benefit of
Accent  Partners,  a stock pledge  agreement in the form of Exhibit "C" attached
hereto and expressly  incorporated herein,  together with 750,000 shares of UCAP
Common Stock (the "Security  Shares")(which  shall be unrestricted  except as to
any applicable volume liquidation limitations under Rule 144) and accompanied by
a  Medallion  Guarantee  Stock  Power,  as  security  for the  Lahaina  Parties'
performance of their obligations under this Agreement; and upon a default by the
Lahaina Parties  hereunder,  Linfert may at his sole option liquidate any or all
of said  shares in such  manner,  timing and  procedures  as Linfert in his sole
discretion shall determine appropriate and whether through public and/or private
sales;  provided,  however,  that  the  Security  Shares  shall  be  sold  in  a
commercially  reasonable  manner,  with  the  proceeds  to  be  applied  to  the
Outstanding  Judgment Balance. At such time as the Outstanding  Judgment Balance
is reduced to $0 and UCAP has  discharged all of its  obligations  under Section
9.0 hereof,  the Security Shares,  or the remaining  portion  thereof,  shall be
returned to Demerau with all reasonable and appropriate documentation.

     5.0 Shares  transferred April, 2002. As security for the performance of the
May 2001  Settlement  Agreement,  and  other  matters,  Demerau  has  previously
delivered 274,400 shares of UCAP stock to D.M. Linfert for the benefit of Accent
Partners.  On April 19,  2002,  Demerau  delivered  stock powers and a Medallion
Guarantee  to D.M.  Linfert  with respect to those  shares.  By this  Agreement,
Linfert shall retain 200,000 shares of that stock.  The remaining  74,400 shares
shall be liquidated  in  accordance  with Section 11.0 hereof for the benefit of
Accent Partners.

     6.0 Shares Subject to Pledge Agreement.  The books and records of UCAP show
that 480,000 shares have been issued in the name of D.M.  Linfert  pursuant to a
Subscription  Agreement  dated July 6, 2001.  UCAP is  presently  holding  those
shares as collateral  pursuant to a Stock Pledge  Agreement  dated as of July 2,
2001.  The Stock Pledge  Agreement is hereby  terminated  and the 480,000 shares
will be  delivered  to D.M.  Linfert for  liquidation  pursuant to section  11.0
hereof for the benefit of Accent Partners.

     7.0 The  Non-Recourse  Note and 475,000 Shares.  Pursuant to Paragraph 1 of
the May 2001 Settlement Agreement,  Lahaina delivered 475,000 shares of stock to
Accent  Partners,  defined  therein as the "Accent  Shares."  In return,  Accent
Partners  delivered a Non-Recourse  Note (the "Note") in the principal amount of
$394,250.00  payable on January 2, 2003. UCAP shall now reflect on its books and
records the cancellation of the Accent Shares and Accent Partners shall,  within
10 days of the Effective Date, return the stock certificate to UCAP. The Note is
hereby canceled, and within 10 days hereof, UCAP shall deliver the original Note
to D.M. Linfert marked "canceled."

     8.0 Warrant.  Within 10 days of the Effective  Date,  UCAP shall deliver to
D.M.  Linfert  for  the  benefit  of  Accent  Partners  a  fully  effective  and
enforceable  warrant  pursuant  to which D.M.  Linfert for the benefit of Accent
Partners will be  authorized to acquire from UCAP 330,000  shares of UCAP common
stock at a price of $.01 per share.  The warrant will be exercisable at any time
on or after December 16, 2002.

     9.0 The 300,000  Share  Repurchase.  Pursuant to Paragraph  6(b) of the May
2001  Settlement  Agreement,  the Lahaina  Parties  were  obligated  to purchase
300,000 shares of stock at a minimum price of $2.00 per share not later than May
25, 2002. The Lahaina  Parties did not do so and Linfert has since filed a claim
with the American  Arbitration  Association,  Case No. 30 199 00 522 02,  styled
David and Jill Linfert vs. Lahaina  Acquisitions,  Inc., The Accent Group, Inc.,
Accent  Associates,  LLC,  Accent  Real  Estate  Group,  Inc.,  Accent  Mortgage
Services, Inc. and L. Scott Demerau (the "Arbitration").  In satisfaction of the
repurchase  obligation,  UCAP shall  purchase  the 300,000  shares at a price of
$2.15 per share in monthly  increments of 10,000 shares beginning in June, 2003.
Each 10,000 share  increment must be purchased on or between the 1st and 8th day
of the respective  month,  and the  obligation  shall continue until all 300,000
shares have been purchased and paid for. UCAP may accelerate its repurchase,  in
whole or in part, at any time, at its sole discretion,  without penalty. In each
case  where UCAP fails to make a  repurchase  by the 18th day of the  respective
month,  the management  fee provided in section 12.0 of this Agreement  shall be
reduced by $5,000.00.  If the Forsyth  Property is sold, the net proceeds of the
sale received by UCAP shall be used to pay, to the fullest extent possible,  the
repurchase obligations provided in this Section 9.0.

     10.0 Tower  Financial  Security.  Tower  Financial is currently  holding as
collateral 100,000 shares of UCAP stock. Upon Tower's release of those shares to
UCAP or AMSI,  UCAP and AMSI shall  transfer and deliver  100,000 shares of UCAP
stock to Accent Partners.

     11.0 Liquidation of Shares by D.M. Linfert. Beginning on the first business
day following the 30th day after the Effective  Date,  D.M.  Linfert shall begin
the liquidation of 574,400 shares of UCAP stock (made up of the shares discussed
in  sections  1.0,  5.0 and 6.0  hereof) as more  particularly  provided in this
Section 11.0. D.M. Linfert shall sell, on the public market,  for the benefit of
Accent Partners, no more than 10,000 shares per trading day in blocks of no more
than  2,500  shares per trade,  subject  to any volume  limitation  restrictions
imposed  by  SEC  Rule  144.  The  proceeds  of  each  trade,   less  applicable
commissions,  shall be credited against the Outstanding  Judgment Balance.  D.M.
Linfert  shall,  on each  Monday  during  the  period  of  liquidation,  deliver
confirmations  of all sales for the preceding week to the Lahaina  Parties.  The
confirmation  shall  specify the number of shares sold,  the gross price and the
price net of commissions.  Linfert agrees to complete this process no later than
180 days after the  Effective  Date.  At which time any  unsold  stock  shall be
valued at the  average  closing  price of the UCAP stock over the  preceding  10
days, and the total value of the remaining stock, thus priced,  shall be applied
so as to reduce the Outstanding Judgment Balance in that amount.

     12.0 Funds in Excess of Outstanding  Judgment  Balance.  To the extent that
the collection of  Construction  Loans and the liquidation of the 574,400 shares
pursuant to Section 11.0 hereof result in the Outstanding Judgment Balance being
reduced to $0, any excess funds shall be applied  against  UCAP's  obligation to
purchase  stock under Section 9.0 hereof.  If, after 180 days from the Effective
Date, the Outstanding  Judgment  Balance has not been reduced to $0, Linfert may
liquidate the Security Shares to the extent  necessary to reduce the Outstanding
Judgment  Balance  to $0.  At  such  time as the  Lahaina  Parties  have  timely
satisfied all of their obligations under Sections 1 through 10 hereof, DML, Inc.
shall deliver to UCAP a management fee in the amount of One Hundred Thousand and
No/100 Dollars ($100,000.00).

     13.0 Quit Claim.  Upon full  execution  of this  Agreement,  Linfert  shall
execute a quit claim  deed in the form  attached  hereto as Exhibit  ____ and an
Indemnification Agreement in the form of Exhibit ____.

     14.0  Dismissals.  Contemporaneously  with the execution of this Agreement,
Linfert shall file the Satisfaction of Judgment attached hereto as Exhibit "__."
Within 5 days of the  Effective  Date,  Linfert  shall  cause his  claims in the
Arbitration to be dismissed with prejudice, the parties to bear their own costs.

     15.0  Forebearance.  For so long as the Lahaina  Parties are  performing in
accordance  with  this  Agreement,   Linfert  shall  not  initiate  any  further
collection  or  enforcement  actions  with respect to the  Judgment,  whether by
garnishment,  levy  and  execution,   recordation  of  liens,  domestication  of
judgment, post judgment discovery, or any other method authorized by law.

     16.0 The May 2001  Settlement  Agreement.  As  between  the  Parties,  this
Agreement  is intended to  supersede  the May 2001  Settlement  Agreement in its
entirety, but without prejudice to the Judgment,  except for Sections 3, 7, 8, 9
and 10, which shall survive and are incorporated herein by this reference.

     17.0  Release  by  Linfert.  Except  as  provided  herein,  Linfert  hereby
acknowledges  full accord,  satisfaction  and settlement of any and all actions,
causes of action,  damages or claims of  damages,  sustained  or claimed to have
been  sustained by him or due him through and including  the Effective  Date, or
which may be  sustained or due  thereafter,  arising out of,  resulting  from or
related to any acts, conduct, transactions,  dealings or omissions involving any
of the Lahaina Parties (collectively the "Linfert Claims").
     Linfert, having received and acknowledged the above stated consideration as
full  compensation  for and on account of any and all injuries and damages which
he has  sustained  or  claimed,  or may be  entitled  to claim,  hereby  waives,
satisfies and settles all of the Linfert Claims,  and does hereby,  for himself,
his heirs,  successors,  executors,  administrators,  agents and assigns, waive,
satisfy,  release and forever discharge the Lahaina Parties and their respective
parents, subsidiaries, and affiliated corporations,  limited liability companies
and other  entities,  successors  and assigns,  and their  respective  officers,
members, executors,  personal representatives,  trustees,  directors,  managers,
shareholders,  partners,  employees, agents, attorneys,  accountants,  insurers,
representatives,  successors,  heirs and  assigns,  past and  present,  from and
against any and all claims, demands, costs, expenses, commissions, liens, debts,
liabilities,  judgments, sums of money, actions and causes of action of whatever
kind and nature  arising out of,  resulting  from,  or in any way related to the
Linfert Claims,  including, but not limited to, all claims for contract damages,
tort  damages,  breach  of  duty,  conversion,   special,  general,  direct  and
consequential damages,  compensatory damages, loss of profits, injury to persons
or property,  punitive  damages,  attorney fees and any and all other damages of
any kind or nature.  Nothing  contained in this  Release  shall excuse any Party
from its obligation to perform under this Agreement.

     18.0  Release by The  Lahaina  Parties.  The Lahaina  Parties,  jointly and
severally hereby acknowledge full accord, satisfaction and settlement of any and
all  actions,  causes of action,  damages  or claims of  damages,  sustained  or
claimed to have been  sustained  by them or due them through and  including  the
Effective  Date,  or which may be sustained or due  thereafter,  arising out of,
resulting  from or  related  to any acts,  conduct,  transactions,  dealings  or
omissions involving Linfert (collectively the "Lahaina Parties Claims").
     The Lahaina  Parties,  having  received and  acknowledged  the above stated
consideration  as full  compensation  for and on account of any and all injuries
and damages which they have  sustained or claimed,  or may be entitled to claim,
hereby  waive,  satisfy  and settle all of the  Lahaina  Parties  Claim,  and do
hereby,  for themselves,  their heirs,  successors,  executors,  administrators,
agents and assigns,  waive,  satisfy,  release and forever discharge Linfert and
his  respective  parents,  subsidiaries  and  affiliated  corporations,  limited
liability  companies  and other  entities,  successors  and  assigns,  and their
respective officers,  members,  executors,  personal representatives,  trustees,
directors,  managers,  shareholders,  partners,  employees,  agents,  attorneys,
accountants, insurers, representatives,  successors, heirs and assigns, past and
present,  from  and  against  any  and all  claims,  demands,  costs,  expenses,
commissions,  liens, debts,  liabilities,  judgments, sums of money, actions and
causes of action of whatever kind and nature arising out of,  resulting from, or
in any way related to the Lahaina Parties Claims, including, but not limited to,
all claims for  contract  damages,  tort  damages,  breach of duty,  conversion,
special,  general, direct and consequential damages,  compensatory damages, loss
of profits, injury to persons or property,  punitive damages,  attorney fees and
any and all other  damages  of any kind or  nature.  Nothing  contained  in this
Release  shall  excuse  any Party  from its  obligation  to  perform  under this
Agreement.

     19.0 No Admission of Liability. The parties acknowledge that this Agreement
has been executed in connection  with the  compromise and settlement of disputed
claims and matters and that this Agreement and the actions taken pursuant hereto
do not  constitute  an  acknowledgment  or admission on the part of any party of
liability  for any matter or precedent  upon which a liability  may be assessed.
Furthermore,  the parties acknowledge that the execution of this Agreement shall
not be  construed  as an admission by any party and has been entered into solely
for the purpose of avoiding  costly and  time-consuming  litigation  of disputed
claims.

     20.0  Voluntary  Execution.  The parties  represent and agree that they are
fully  aware of their  respective  rights to discuss any and all aspects of this
matter with attorneys  chosen by them; that they have  thoroughly  discussed all
aspects of this Agreement with their private attorneys; that they have carefully
read and fully understand all of the provisions of this Agreement; and that they
are voluntarily entering into this Agreement.

     21.0 Binding Effect.  This Agreement shall be binding upon and inure to the
benefit   of  the   parties   and  their   respective   heirs,   administrators,
representatives,  successors,  assigns,  affiliates,  successors,  subsidiaries,
officers,  directors and employees,  as the context and intent of each provision
herein shall require.

     22.0 Severability. Should any provision of this Agreement be declared or be
determined  by an court to be illegal or invalid,  the validity of the remaining
parts,  terms or  provision  shall not be affected  thereby and said  illegal or
invalid  part,  term  or  provision  shall  be  deemed  not to be a part of this
Agreement.

     23.0  Notices.   Any  notices,   reports,   submittals  or   correspondence
periodically  exchanged among the parties or required by this Agreement shall be
given by commercial courier delivery; or by first-class,  certified mail, return
receipt  requested,  addressed as follows  (unless a change of address notice is
delivered in accordance with the terms hereof):

                           With respect to:
(i)      Linfert
                           David M. Linfert
                           42 Vernon Glen Court
                           Atlanta, Georgia  30338

                  With a copy for (i) above to:

                           Gerald B. Kline, Esq.
                           SIMS MOSS KLINE and DAVIS LLP
                           1000 Abernathy Road, N.E.
                           Building 400, Suite 310
                           Atlanta, Georgia  30328

        [which copy shall not constitute notice to said counsel's client]

(ii)     The Lahaina Parties

                           UCAP Incorporated
                           1306 Military Road
                           Benton, AR 72015

                           Attn:  Mr. Dan Moudy

                  With a copy to:

                           Robert E. Altenbach, Esq.
                           Greenberg Traurig, LLP
                           3290 Northside Parkway, N.W.
                           Suite 400
                           Atlanta, Georgia  30327

       [which copy shall not constitute notice to said counsel's client]

     All notices  shall be deemed to have been  received on the date of receipt,
as evidenced by (i) the delivery of records of any commercial  courier  service;
or (ii) a signed  certified mail return receipt card or, if delivery is refused,
three days  following  the  sender's  deposit of a mailed  notice  with the U.S.
Postal Service with adequate postage thereon to achieve  certified,  first class
delivery.

     24.0 Confidentiality.  It is the intent of the parties that this settlement
and the existence and terms of this  Agreement be maintained by them as strictly
confidential.  Accordingly,  the parties agree that they have not previously and
will not from this date  forward  divulge  to or  discuss  with ( or  encourage,
direct,  induce or cause others to divulge to or discuss  with) any other person
or  entity  ,  directly  or  indirectly,  the  existence  and the  terms of this
Agreement.  Without  limiting the  generality of the  foregoing,  no party shall
issue or  participate  in any media  release,  disclosure,  comment or interview
relating to this  proceeding;  and should any party be  contacted  by the media,
said party shall  solely  state that "the  proceeding  has been  resolved and no
additional  comment  will be  given"  without  making  any other  inferences  or
innuendo  regarding  the  settlement  or the  results of the Civil  Action.  The
parties  shall,  however,  be  permitted  to  disclose  the  fact  and  terms of
settlement  under the  following  limited  circumstances:  (i) pursuant to valid
order, discovery request or subpoena issued by or in connection with proceedings
of a court or  administrative  tribunal of competent  jurisdiction;  (ii) at the
request of, or as required  by, a  regulatory  governmental  agency with a legal
right to compel disclosure of such information; (iii) in an action by one of the
parties herein to enforce,  interpret or pursue a breach of this Agreement; (iv)
in discussions  with a party's  respective  legal counsel and accountants to the
extent  disclosure is absolutely  necessary;  (v)  confidentially,  to potential
investors  and lenders where a party is required to disclose  possible  material
events  or   occurrences   affecting  its   operations   or  his/her   financial
circumstances  but  even  then,  limited  disclosure  shall  occur;  and (vi) in
connection with proceedings in the Second Civil Action under circumstances where
disclosure is absolutely  required to advance or protect  these  parties'  legal
interests  therein  and in which  event,  this  Agreement  or any  pleadings  or
testimony which shall reference this Agreement or its terms shall be filed under
seal  with  the  clerk  of  court.  In the  event  disclosure  is  sought  under
subsections (i) and (ii)  hereinabove,  the party from whom disclosure is sought
shall immediately and in any event,  prior to any actual disclosure return date,
notify the remaining  parties of the disclosure  request or demand and provide a
copy  thereof;  and said  recipients  shall be entitled to object to  disclosure
through  appropriate  motions.  The party from whom  disclosure  is sought under
subsections (i) and (ii) shall also, prior to actually making  disclosure and to
the extent  practicable and legally  allowable,  allow the remaining  parties to
make timely and  appropriate  objections  to the requested  disclosure.  A party
making  disclosure  pursuant  to  subsection  (iii)  shall  file a copy  of this
Agreement under seal with the clerk of court.
     In the  event of a breach of the terms of this  Paragraph  21 (and  without
limiting the parties respective  remedies for other breaches of this Agreement),
the  aggrieved  party may  commence an action for damages  and/or  pursue  other
available legal or equitable remedies, including but not limited to a demand for
attorney's  fees and  punitive  damages  for any  breaches  of  confidentiality;
provided,  however, that the remaining provisions of this Agreement shall at all
times remain in full force and effect.  The  prohibitions  of this  Paragraph 21
shall apply to the parties and their respective officers, directors,  employees,
heirs,   assigns,   affiliates,    successors,    attorneys,   accountants   and
representatives.

     25.0 Representations and Warranties.  Each of the Lahaina Parties makes the
following representations and warranties to Linfert:

     a. Such party has the legal right and requisite power and authority to make
and enter into this  Agreement and to perform its  obligations  hereunder and to
comply with the provisions  hereof.  The execution,  delivery and performance of
this Agreement by such party has been duly authorized by all necessary action on
the part of said party's governing representatives. This Agreement has been duly
executed  and  delivered  by such party and  constitutes  the valid and  binding
obligation of such party  enforceable  against it in accordance  with its terms,
except as such enforcement may be limited by applicable bankruptcy,  insolvency,
moratorium or other similar laws affecting the rights of creditors generally and
except  that  the  availability  of  equitable   remedies,   including  specific
performance,  is  subject  to the  discretion  of the  court  before  which  any
proceeding therefor may be brought.

     b. The execution,  delivery and performance of this Agreement by such party
, and the compliance by such party with the provisions  hereof,  do not and will
not (with or without  notice or lapse of time, or both) conflict with, or result
in any violation of, or default under, or give rise to any right of termination,
cancellation  or  acceleration  of any obligation or the lessening of a material
benefit under, any loan or credit agreement,  note, bond,  mortgage,  indenture,
lease or other agreement,  instrument,  permit, concession,  franchise, license,
judgment,  order, decree, statute, law, ordinance, rule or regulation applicable
to such party or any of its properties or assets, other than any such conflicts,
violations,  defaults, or other effects which, individually or in the aggregate,
do not and will not prevent,  restrict or impede such party's performance of its
obligations  under and  compliance  with the provisions of this  Agreement.  The
execution, delivery and performance of this Agreement by such party does not and
will not contravene  the charter,  bylaws or other  organizational  documents of
such party.

     c. No  consent,  approval,  order or  authorization  of,  or  registration,
declaration  or filing with,  any  governmental  or regulatory  authority or any
other person (other than any of the  foregoing  which have been obtained and, at
the date in question,  are then in effect) is required  under existing laws as a
condition to the  execution,  delivery or  performance of this Agreement by such
party.

     26.0 Counterpart Execution. This Agreement shall be executed by the parties
in or more  counterparts,  each of which shall be deemed an original  and all of
which together shall be one and the same instrument.

     27.0 Governing Law. This Agreement is deemed to be made and entered into in
the State of Georgia and shall in all  respects  be  interpreted,  enforced  and
governed under ties laws.  The language of all parts of this Agreement  shall in
all  cases be  construed  as a whole,  according  to its fair  meaning,  and not
strictly for or against any of the parties.

     28.0  Survival of  Warranties  and  Representations.  All  representations,
warranties,  and  undertakings of the parties as contained in this Agreement and
any attached schedule, exhibit or any instrument delivered pursuant hereto shall
survive the execution of this Agreement.

     29.0  Merger.  This  Agreement  sets  forth the  entire  understanding  and
agreement  among the parties hereto and  supersedes any and all prior  promises,
agreements, representations, understandings or arrangements between the parties,
whether  oral  or  written,  pertaining  to the  subject  matter  hereof  unless
otherwise provided herein.

     30.0  Indemnification  by Linfert.  Linfert  does hereby hold  harmless the
Lahaina  Parties  and  their  respective  officers,   directors,   shareholders,
partners, members, managers, attorneys, employees, servants, agents, successors,
heirs, and assigns from any and all claims (including attorney fees and costs of
defense)  asserted by or on behalf of Jill Linfert,  her heirs,  successors  and
assigns,  relating to the  Judgment,  the  May 2001  Settlement  Agreement,  the
Arbitration,  the Arbitration  Award,  this  Agreement,  or the 20,000 shares of
stock identified in Section 1.0 hereof.

     31.0 Arbitration.  The parties agree that with the exception of: (i) claims
for injunctive,  equitable or other extraordinary  relief and (ii) future cross-
or third-party claims asserted between or among them in any judicial proceeding,
any dispute,  claim or  controversy  of whatever  nature  between and among them
arising out of or relating to the negotiation,  execution, performance or breach
of this Agreement or any other dealings between them shall be resolved solely by
arbitration before three panel members in proceedings conducted in such place as
specified by Linfert before the American  Arbitration  Association in accordance
with its  expedited  procedures  under its  Commercial  Arbitration  Rules.  The
decision of said panel  members  shall be deemed  conclusive,  final and binding
upon  the  parties  and  non-appealable   except  as  provided  in  the  Federal
Arbitration  Act, 9 USCss. 1 et seq.;  and may be entered  and  confirmed  as the
judgment of any court of competent  jurisdiction  pursuant to said statute.  The
parties shall execute all submission  agreements and other documents authorizing
the  submission of said dispute to  arbitration  for a final  determination  and
award.  The  arbitration  panel shall be  empowered to award  attorney  fees and
expenses of arbitration to the prevailing party in any such arbitration.

     32.0 Amendments; Waivers. The terms, covenants, representations, warranties
and  conditions of this  Agreement may be changed,  amended,  modified,  waived,
discharged or  terminated  only by a written  instrument  executed by all of the
Parties  and duly  notarized.  The  failure of any party at any time or times to
require performance of any provision of this Agreement shall in no manner affect
the right of such party at a later date to  enforce  the same.  No waiver by any
party  of  any  condition  or  the  breach  of any  provision,  term,  covenant,
representation  or warranty  contained in this Agreement,  whether by conduct or
otherwise,  in any one or more instances shall be deemed to be or construed as a
further or continuing waiver of any such condition or of the breach of any other
provision, term, covenant, representation or warranty of this Agreement.


         IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first above written.

                                                /s/ David M. Linfert
                                            ________________________________
                                            David M. Linfert, personally and on
Signed, sealed and delivered before         behalf of Accent Partners
me this ___ day of  September, 2002.

__________

Notary Public

                                            DAVID M. LINFERT, INC.; DAVID M.
                                            LINFERT F/B/O DAVID M. LINFERT
                                            SELF-DIRECTED IRA


                                                /s/ David M. Linfert
                                            By: _____________________________
Signed, sealed and delivered before         David M. Linfert
me this ___ day of  September, 2002.

__________

Notary Public

                                             UCAP INCORPORATED


                                                /s/ Dan Moudy
                                             ___________________________
                                             Dan Moudy
Signed, sealed and delivered before          President
me this ___ day of  September, 2002.

__________

Notary Public


                                                     THE ACCENT GROUP, INC.


                                                   /s/ Dan Moudy
                                               By:_____________________________
                                                     Dan Moudy
Signed, sealed and delivered before                  President
me this ___ day of  September, 2002.

__________

Notary Public


                                                     ACCENT ASSOCIATES, LLC


                                                   /s/ Charles W. Demerau
                                               By:_____________________________
                                                      Charles Demerau
                                                      Managing Member
Signed, sealed and delivered before
me this ___ day of  September, 2002.

__________

Notary Public



                                             ACCENT REAL ESTATE GROUP, INC.


                                                  /s/ Dan Moudy
                                             By:_____________________________
                                                 Dan Moudy
                                                 President
Signed, sealed and delivered before
me this ___ day of  September, 2002.

__________

Notary Public



                                             ACCENT MORTGAGE SERVICES, INC.


                                                  /s/ Betty M. Sullivan
                                              By:_____________________________
                                                  Betty M. Sullivan
                                                  President

Signed, sealed and delivered before
me this ___ day of  September, 2002.

__________

Notary Public



                                                  /s/ L. Scott Demerau
                                                  _____________________________
                                                     L. Scott Demerau

Signed, sealed and delivered before
me this ___ day of  September, 2002.

__________

Notary Public


EX. 10-10 MODIFICATION TO SETTLEMENT AGREEMENT AND RELEASE WITH DAVID M. LINFERT

                                 MODIFICATION TO
                        SETTLEMENT AGREEMENT AND RELEASE

     This  Modification  to  Settlement  Agreement  and  Release  ("Modification
Agreement") is made and entered into as of this 10th day of December,  2002 (the
"Effective  Date") by and among the  following:  David M. Linfert,  Inc.  ("DML,
Inc."); David M. Linfert,  Individually and f/b/o David M. Linfert Self-Directed
IRA  ("D.M.  Linfert");  UCAP  Incorporated  f/k/a  Lahaina  Acquisitions,  Inc.
("UCAP");  The Accent Group,  Inc.  ("Accent  Group");  Accent  Associates,  LLC
("Accent  Associates");  Accent Real Estate Group,  Inc. ("Accent Real Estate");
Accent  Mortgage  Services,  Inc.  ("AMSI")  and L.  Scott  Demerau  ("Demerau")
(collectively,  the "Parties").  As used herein,  "Linfert"  shall  collectively
refer to DML, Inc. and D.M. Linfert. As used herein, the "Lahaina Parties" shall
collectively  refer to Lahaina,  Accent Group,  Accent  Associates,  Accent Real
Estate, AMSI and Demerau.

                                    RECITALS

     A. The Parties have  previously  entered into a  Settlement  Agreement  and
Release dated as of May 25, 2001 (the "May 2001 Settlement Agreement").
     B. Pursuant to the May 2001 Settlement Agreement,  the Parties have entered
into other transactions.
     C. In  addition,  certain of the Parties  have  entered  into  various side
agreements.
     D. Linfert has  subsequently  obtained a Consent Judgment entered and filed
on January  25,  2002 in the  Superior  Court of Fulton  County,  Georgia in the
principal amount of $1,252,580.77  (the  "Judgment").  The Judgment was taken on
behalf of Accent Partners I,  L.L.L.P.  ("Accent  Partners").  D.M. Linfert Self
Directed IRA owns 871/2% of Accent  Partners.  Jill P. Linfert Self Directed IRA
owns 121/2% of Accent Partners.
     E. Since that time, Linfert has engaged in efforts to collect the Judgment.
     F. The Lahaina Parties have disputed the amounts due under the Judgment.
     G. The Parties have previously entered into a Settlement Agreement dated as

of September 11, 2002,
which superseded the May 2001 Settlement Agreement in its entirety, but without
prejudice to the Judgment, except for Sections 3, 7, 8, 9 and 10 (the
September 2002 Settlement Agreement).

__________

Notary Public

                                            DAVID M. LINFERT, INC.; DAVID M.
                                            LINFERT F/B/O DAVID M. LINFERT
                                            SELF-DIRECTED IRA


                                                 /s/ David M. Linfert
                                             By: _____________________________
Signed, sealed and delivered before          David M. Linfert
me this ___ day of  December, 2002.

__________

Notary Public

                                             UCAP INCORPORATED


                                                 /s/ Dan Moudy
                                             By:_____________________________
                                             Dan Moudy
Signed, sealed and delivered before          President
me this ___ day of  December, 2002.

__________

Notary Public


                                             THE ACCENT GROUP, INC.


                                                 /s/ Dan Moudy
                                             By:_____________________________
                                             Dan Moudy
Signed, sealed and delivered before          President
me this ___ day of  December, 2002.

__________

Notary Public


                                             ACCENT ASSOCIATES, LLC


                                                 /s/ Charles Demerau
                                             By:_____________________________
                                             Charles Demerau
                                             Managing Member
Signed, sealed and delivered before
me this ___ day of  December, 2002.

__________

Notary Public



                                             ACCENT REAL ESTATE GROUP, INC.


                                                 /s/ Dan Moudy
                                             By:_____________________________
                                             Dan Moudy
                                             President
Signed, sealed and delivered before
me this ___ day of  December, 2002.

__________

Notary Public



                                             ACCENT MORTGAGE SERVICES, INC.


                                                 /s/ Betty M. Sullivan
                                             By:_____________________________
                                                     Betty M. Sullivan
                                                     President

Signed, sealed and delivered before
me this ___ day of  December, 2002.

__________

Notary Public

                                                   /s/ L. Scott Demerau
                                                 ______________________________
                                                     L. Scott Demerau

Signed, sealed and delivered before
me this ___ day of  December, 2002.

__________

Notary Public



EX 23.1


CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
UCAP, Incorporated

We consent to the inclusion
of our report dated December 20, 2002, with respect to the consolidated balance
sheets of UCAP, Incorporated and Subsidiaries as of September 30, 2002 and
September 30, 2001 and the related consolidated statements of operations,
stockholders equity, and cash flows for the years then ended, which report
has been included in the Form 10 KSB of UCAP, Incorporated.