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                                                                   EXHIBIT 10(Z)

                        PREFERRED STOCK VOTING AGREEMENT

         Agreement as of this 5th day of December, 2001, by and between FINOVA
Mezzanine Capital Inc. ("FINOVA") and Universal Automotive Industries, Inc. (the
"Company").

                                   RECITALS:

         First, in connection with the restructuring of a 12.25% Subordinated
Debenture due July 11 2002, issued by the Company to FINOVA, on October 30, 2001
the Company issued 100,000 shares of Series B Preferred Stock (the "Preferred
Stock") to FINOVA at an effective price of $20.00 per share. The rights of the
Preferred Stock are set forth in the Certificate of Designations, Preferences
and Rights of Series B Convertible Preferred Stock filed on October 31, 2001
with the Secretary of State for the State of Delaware (the "Certificate"). The
Certificate provides, among other things, that the Preferred is convertible into
shares of the Company's common stock, $.01 par value ("Common Stock") at a
conversion rate of ten shares of Common Stock for each share of Preferred Stock,
subject to adjustment (the "Conversion Rate").

         Second, the Certificate provides that the Conversation Rate is subject
to adjustment in the event the Company issues shares of Common Stock, or equity
securities convertible into shares of Common Stock, to officers, employees or
affiliates of the Company at a price per share less than $1.39, subject to
adjustment for stock splits, reverse stock splits and similar transactions. The
Preferred Stock is currently convertible into a total of 1,000,000 shares of the
Company's Common Stock.

         Third, the Certificate provides in part, "Except as otherwise provided
by law or by [the Certificate], the [holders of the Company's Series A Preferred
Stock], the [holders of the Preferred Stock] and the holders of [shares of
Common Stock) shall vote as one class in any and all matters with respect to
which holders of [the shares of Common Stock] have voting or consent rights.
Each share of [the Preferred Stock] shall be entitled to cast the number of
votes equal to the number of Conversion Shares into which a share of [the
Preferred Stock] is then convertible; provided, however, that any fraction of a
vote shall be rounded up or down, as the case may be, to the nearest whole vote.
The Conversion Rate to be used in connection with the foregoing shall be the
Conversion Rate in effect on the date fixed for the determination of holders of
[Common Stock] entitled to vote on the matter."

         Fourth, on October 30, 2001 (the "Closing Date"), the closing price of
the Company's Common Stock was $1.89. Had FINOVA purchased $2,000,000 worth of
Common Stock on the Closing Date, it would have received approximately 1,058,201
shares of Common Stock, representing approximately 58,201 more shares of Common
Stock than the number of shares of Common Stock into which the Preferred Stock
was convertible at the time of issuance. However, as the result of the potential
adjustment in the Conversion Rate, if the Company issues a large number of
shares of Common Stock to officers, directors, employees or affiliates at a
price per share less than $1.39, the number of shares of Common Stock into which
the Preferred Stock is convertible could increase to a number in excess of
1,058,021.



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         Fifth, the Nasdaq Stock Market, Inc. ("Nasdaq") has advised the Company
that it considers the issuance of the Preferred Stock to be in violation of
Nasdaq's Voting Rights Policy, and that in order for the Preferred Stock
issuance to be in compliance with its Voting Rights Policy, appropriate steps
must be taken to ensure that for so long as the Preferred Stock remains as such,
it be held or voted in such a manner as to ensure that the voting rights on an
as-converted basis be proportionate to the number of votes that would have been
allocable to the Preferred Stock had it been purchased at the closing price of
the Company's common stock as of the Closing Date. The parties are desirous of
taking the steps outlined below to address Nasdaq's concerns that FINOVA and its
successors in interest not exercise disproportionate voting with respect to the
Preferred Stock.

         NOW THEREFORE, in consideration of the provisions and covenants
contained herein, the parties agree as follows:

         1. Recitals. The recitals set forth above are incorporated by reference
herein and made a part hereof as if fully rewritten.

         2. Adjustment to Voting Rights. Until amendment of the Certificate as
set forth in Section 3 below, FINOVA agrees on behalf of itself (and its
successors in interest to any of the Preferred Stock) that in the event that, as
a result of an adjustment in the Conversion Rate (as defined in the Certificate)
pursuant to Section 6(a)(3) of the Certificate, the Preferred Stock becomes
convertible into more than 1,058,021 shares of the Company's Common Stock, the
holder of the Preferred Stock shall vote only such number of shares of Preferred
Stock as entitle the holder to a number of votes equal to the product of
105,822.1 and the Conversion Rate (giving effect only to adjustments to the
Conversion Rate pursuant to paragraphs 6(a)(1) and 6(a)(2) of the Certificate,
and giving no effect to conversions pursuant to paragraph 6(a)(3) of the
Certificate). Nothing contained herein shall affect the right of FINOVA (or its
successors in interest) from voting any share of Common Stock held by such party
or over which such party has been granted voting rights.

         3. Amendment to Certificate. The parties agree to use their best
efforts to, as promptly as practicable, amend the Certificate to effect the
purpose and intent of Section 2 above, which amendment, upon effectiveness, will
supersede Section 2, and shall amend and restate Section 7 of the Certificate
(set forth in the third recital above) as follows:

         Except as otherwise provided by law or by this Paragraph 7, the Series
         A Holders, the Series B Holders and the holders of Common Shares shall
         vote as one class in any and all matters with respect to which holders
         of Common Shares have voting or consent rights. Each share of Series B
         Preferred Stock shall be entitled to cast the number of votes equal to
         the number of Conversion Shares into which a share of Series B
         Preferred Stock is then convertible; provided, however, that any
         fraction of a vote shall be rounded up or down, as the case may be, to
         the nearest whole vote, and, provided further, that such number of
         votes shall not exceed the product of 105,822.1 and the Conversion Rate
         (giving effect only to adjustments to the Conversion Rate pursuant to
         Paragraphs 6(a)(1) and 6(a)(2) of this Certificate, and giving no
         effect to adjustments to the Conversion Rate made



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         pursuant to Paragraph 6(a)(3)). The Conversion Rate to be used in
         connection with the foregoing shall be tile Conversion Rate in effect
         oil tile date fixed for the determination of holders of Common Shares
         entitled to vote on the matter.

         4. Miscellaneous. This Agreement may be exercised in several
counterparts, whether by photocopy, original or facsimile. each of which when
taken together as a whole will constitute one binding original.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first set forth above.


Universal Automotive Industries, Inc.       FINOVA Mezzanine Capital Inc.

By: /s/ Arvin Scott                         By:
   --------------------------                  --------------------------------
Its: President and CEO                      Its: Vice President
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