<PAGE>
THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SAID ACT AND ALL OTHER APPLICABLE SECURITIES LAWS, UNLESS AN EXEMPTION
FROM THE REGISTRATION PROVISIONS OF SAID ACT AND ALL OTHER APPLICABLE SECURITIES
LAWS IS AVAILABLE AND THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT AND THE
REQUIREMENTS OF ALL OTHER APPLICABLE SECURITIES LAWS HAVE BEEN SATISFIED.

                         UNITED FINANCIAL MORTGAGE CORP.

                                     WARRANT

                  116,690 SHARES OF COMMON STOCK, NO PAR VALUE

                               DECEMBER ____, 2003

         This WARRANT (this "WARRANT") of United Financial Mortgage Corp., a
corporation duly organized and validly existing under the laws of the State of
Illinois (the "COMPANY"), is being issued pursuant to that certain Underwriting
Agreement, dated as of December ___, 2003, by and between the Company and Maxim
Group LLC relating to a firm commitment public offering (the "OFFERING") of
1,667,000 shares of common stock, no par value, of the Company (the "COMMON
STOCK"), underwritten by Maxim Group LLC.

         FOR VALUE RECEIVED, the Company hereby grants to Maxim Partners LLC and
its permitted successors and assigns (collectively the "HOLDER") the right to
purchase from the Company up to ONE HUNDRED SIXTEEN THOUSAND SIX HUNDRED NINETY
(116,690) shares of Common Stock (such shares underlying this Warrant, the
"WARRANT SHARES"), at a purchase price per share equal to $____ (the "EXERCISE
PRICE"), subject to the terms, conditions and adjustments set forth below in
this Warrant.

         1. Vesting of Warrant. This Warrant shall vest and become exercisable
on the first anniversary of the Base Date (the "VESTING DATE"). For purposes of
this Warrant, the "Base Date" shall mean December ____, 2003.

         2. Expiration of Warrant. This Warrant shall expire on the three (3)
year anniversary of the Vesting Date (the "EXPIRATION DATE").

         3. Exercise of Warrant. This Warrant shall be exercisable pursuant to
the terms of this Section 3.
<PAGE>
                  3.1 Manner of Exercise.

                  (a) This Warrant may only be exercised by the Holder hereof on
or after the Vesting Date and on or prior to the Expiration Date, in accordance
with the terms and conditions hereof, in whole or in part (but not as to
fractional shares) with respect to any portion of this Warrant, in minimum
increments of 10,000 shares (or, if smaller, the total number of shares
underlying this Warrant), during the Company's normal business hours on any day
other than a Saturday or a Sunday or a day on which commercial banking
institutions in Chicago, Illinois or New York, New York are authorized by law to
be closed (a "BUSINESS DAY"), by surrender of this Warrant to the Company at its
office maintained pursuant to Section 10.2(a) hereof, accompanied by a written
exercise notice in the form attached as Exhibit A to this Warrant (or a
reasonable facsimile thereof) duly executed by the Holder, together with the
payment of the Exercise Price. Upon surrender of this Warrant, the Company shall
cancel this Warrant document and shall, in the event of partial exercise,
replace it with a new Warrant document in accordance with Section 3.3

                  (b) Except as provided for below, the Warrant must be
accompanied by payment in full of the aggregate Exercise Price in cash by wire
transfer in immediately available funds for the number of Warrant Shares being
purchased. The aggregate Exercise Price may, however, also be paid in full or in
part at the election of the Holder: (i) in the form of Common Stock owned by the
Holder (based on the Fair Market Value (as defined below) of such Common Stock
on the date of exercise), (ii) in the form of Warrant Shares withheld by the
Company from the Warrant Shares otherwise to be received upon exercise of this
Warrant having an aggregate Fair Market Value on the date of exercise equal to
the aggregate Exercise Price of the Warrant, or (iii) by a combination of the
foregoing, provided that the combined value of all cash and the Fair Market
Value of any shares surrendered to the Company is at least equal to such
aggregate Exercise Price.

                  (c) For purposes of this Warrant, the term "FAIR MARKET VALUE"
means the average closing price for the ten (10) trading days immediately
preceding the applicable date of publicly-traded shares of the Common Stock on
the principal securities exchange or market on which shares of Common Stock are
listed or quoted, if the shares of Common Stock are so listed or quoted or, if
not so listed or quoted, as determined by the Company in good faith and in a
reasonable manner, based on the information available to it.

                  3.2 When Exercise Effective. Each exercise of this Warrant
shall be deemed to have been effected immediately prior to the close of business
on the Business Day on which this Warrant shall have been duly surrendered to
the Company as provided in Sections 3.1 and 12 hereof, and, at such time, the
Holder in whose name any certificate or certificates for Warrant Shares shall be
issuable upon exercise as provided in Section 3.3 hereof shall be deemed to have
become the holder or holders of record thereof.

                  3.3 Delivery of Common Stock Certificates and New Warrant. As
soon as reasonably practicable after each exercise of this Warrant, in whole or
in part, and in any event within five (5) Business Days thereafter, the Company,
at its expense (including the payment by it of any applicable issue taxes), will
cause to be issued in the name of and delivered to the


                                       2
<PAGE>
Holder hereof or, subject to Sections 9 and 10 hereof, as the Holder (upon
payment by the Holder of any applicable transfer taxes) may direct:

                  (a) a certificate or certificates (with appropriate
restrictive legends, as applicable) for the number of duly authorized, validly
issued, fully paid and nonassessable Warrant Shares to which the Holder shall be
entitled upon exercise; and

                  (b) in case exercise is in part only, a new Warrant document
of like tenor, dated the date hereof and calling in the aggregate on the face
thereof for the number of Warrant Shares on the face of this Warrant minus the
number of Warrant Shares designated by the Holder upon exercise as provided in
Section 3.1 hereof (without giving effect to any adjustment thereof).

         4. Certain Adjustments. For so long as this Warrant is outstanding:

                  4.1 Mergers or Consolidations. If at any time after the date
hereof there shall be a capital reorganization (other than a combination or
subdivision of Warrant Shares otherwise provided for herein) resulting in a
reclassification to or change in the terms of securities issuable upon exercise
of this Warrant (a "REORGANIZATION"), or a merger or consolidation of the
Company with another corporation, association, partnership, organization,
business, individual, government or political subdivision thereof or a
governmental agency (a "PERSON" or the "PERSONS") (other than a merger with
another Person in which the Company is a continuing corporation and which does
not result in any reclassification or change in the terms of securities issuable
upon exercise of this Warrant or a merger effected exclusively for the purpose
of changing the domicile of the Company) (a "MERGER"), then, as a part of such
Reorganization or Merger, lawful provision and adjustment shall be made so that
the Holder shall thereafter be entitled to receive, upon exercise of this
Warrant, the number of shares of stock or any other equity or debt securities or
property that may be issued by the Company in addition thereto or in
substitution for the Warrant Shares issuable upon the exercise hereof ("OTHER
SECURITIES") resulting from such Reorganization or Merger, to which a holder of
the Common Stock deliverable upon exercise of this Warrant would have been
entitled under the provisions of the agreement in such Reorganization or Merger
if this Warrant had been exercised immediately before that Reorganization or
Merger. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Warrant with respect to the rights and
interests of the Holder after the Reorganization or Merger to the end that the
provisions of this Warrant (including adjustment of the Exercise Price then in
effect and the number of Warrant Shares) shall be applicable after that event,
as near as reasonably may be, in relation to any Other Securities deliverable
after that event upon exercise of this Warrant.

                  4.2 Splits and Subdivisions; Dividends. In the event the
Company should at any time or from time to time effectuate a split or
subdivision of the outstanding shares of Common Stock or pay a dividend in or
make a distribution, payable in additional shares of Common Stock or other
securities or rights convertible into, or entitling the holder thereof to
receive directly or indirectly, additional shares of Common Stock (hereinafter
referred to as the "COMMON STOCK EQUIVALENTS") without payment of any
consideration by such holder for the additional shares of Common Stock or Common
Stock Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof) except as otherwise


                                       3
<PAGE>
provided for in this Section 4 (and excluding, for the avoidance of doubt, cash
dividends or distributions to the holders of Common Stock, paid out of current
or retained earnings and declared by the Company's board of directors), then, as
of the applicable record date (or the date of such distribution, split or
subdivision if no record date is fixed), the per share Exercise Price shall be
appropriately decreased and the number of Warrant Shares shall be appropriately
increased in proportion to such increase (or potential increase) of outstanding
shares; provided, however, that no adjustment shall be made in the event the
spilt, subdivision, dividend or distribution is not effectuated.

                  4.3 Combination of Shares. If the number of shares of Common
Stock outstanding at any time after the date hereof is decreased by a
combination of the outstanding shares of Common Stock except as otherwise
provided for in this Section 4, the per share Exercise Price shall be
appropriately increased and the number of shares of Warrant Shares shall be
appropriately decreased in proportion to such decrease in outstanding shares.

                  4.4 Adjustments for Other Distributions. In the event the
Company shall declare a distribution payable in securities of other persons,
evidences of indebtedness issued by the Company or other persons, assets
(excluding cash dividends or distributions to the holders of Common Stock, paid
out of current or retained earnings and declared by the Company's board of
directors) or options or rights not referred to in Sections 4.1, 4.2 or 4.3,
then, in each such case for the purpose of this Section 4.4, upon exercise of
this Warrant, the Holder shall be entitled to a proportionate share of any such
distribution as though the Holder was the actual record holder of the number of
Warrant Shares as of the record date fixed for the determination of the holders
of Common Stock of the Company entitled to receive such distribution.

         5. No Impairment.

                  5.1 The Company will not, by amendment of its articles of
incorporation or by-laws or through any consolidation, merger, reorganization,
transfer of assets, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all of the terms and in the taking of all actions necessary or
appropriate in order to protect the rights of the Holder. Without limiting the
generality of the foregoing, the Company: (a) will not permit the par value of
any shares of Common Stock receivable upon the exercise of this Warrant (or the
shares of Common Stock thereunder) to exceed the amount payable therefor upon
exercise, (b) will take all actions necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of
Common Stock (or the shares of Common Stock thereunder) on the exercise of the
Warrant and (c) will not take any action which results in any adjustment of the
Exercise Price if the total number of shares of Common Stock (or the shares of
Common Stock thereunder) issuable after the action upon the exercise of the
Warrant would exceed the total number of shares of Common Stock then authorized
by the Company's articles of incorporation and available for the purpose of
issuance upon exercise.

                  5.2 The number of shares of Common Stock issuable upon
exercise of the Warrant may increase substantially in certain circumstances. The
Company acknowledges that

                                       4

<PAGE>
its obligation to issue shares of Common Stock issuable upon exercise of this
Warrant is binding upon it and enforceable regardless of the dilution that such
issuance may have on the ownership interests of other stockholders.

         6. Chief Financial Officer's Report as to Adjustments. In the case of
any adjustment or re-adjustment in the shares of Common Stock or Other
Securities issuable upon the exercise of this Warrant in an amount greater than
1% of such shares of Common Stock or Other Securities, the Company, at its
expense, will promptly compute the adjustment or re-adjustment in accordance
with the terms of this Warrant and cause its Chief Financial Officer to certify
the computation (other than any computation of the fair value of property of the
Company, as the case may be) and prepare a report setting forth the adjustment
or re-adjustment and showing in reasonable detail the method of calculation
thereof and the facts upon which the adjustment or re-adjustment is based,
including a statement of: (a) the number of shares of Common Stock outstanding
or deemed to be outstanding and (b) the Exercise Price in effect immediately
prior to the deemed issuance or sale and as adjusted and re-adjusted (if
required by Section 4 hereof) on account thereof and the number of shares
issuable upon exercise of the Warrant. The Company will forthwith mail a copy of
each report to the Holder and will, upon the reasonable written request at any
time of the Holder, furnish to the Holder a like report setting forth the
Exercise Price at the time in effect and the number of shares issuable upon
exercise of the Warrant and showing in reasonable detail how it was calculated.
The Company will also keep copies of all reports at its office maintained
pursuant to Section 10.2(a) hereof and will cause them to be available for
inspection at the office during normal business hours upon reasonable notice by
the Holder or any prospective purchaser of the Warrant designated by the Holder
thereof.

         7. Reservation of Shares. The Company shall, solely for the purpose of
effecting the exercise of this Warrant, at all times during the term of this
Warrant reserve and keep available out of its authorized shares of Common Stock,
free from all taxes, liens and charges with respect to the issue thereof and not
be subject to preemptive rights or other similar rights of shareholders of the
Company, such number of its shares of Common Stock as shall from time to time be
sufficient to effect the exercise of this Warrant. If at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the exercise of this Warrant, in addition to such other remedies as shall be
available to Holder, the Company will take such corporate action as may, in the
opinion of its counsel, be necessary to increase the number of authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes, including without limitation, using its Best Efforts to
obtain the requisite shareholder approval necessary to increase the number of
authorized shares of the Company's Common Stock. The Company hereby represents
and warrants that all shares of Common Stock issuable upon exercise of this
Warrant shall be duly authorized and, when issued and paid for upon exercise,
shall be validly issued and, in the case of shares, fully paid and
nonassessable.

         8. Registration and Listing.

                  8.1 Definition of Registrable Securities; Majority. As used
herein, the term "REGISTRABLE SECURITIES" means any shares of Common Stock
issuable upon the exercise of this Warrant, until three (3) years from the Base
Date or, if earlier, the date (if any) on which such


                                       5
<PAGE>
shares shall have been transferred or exchanged and new certificates for them
not bearing a legend restricting further transfer shall have been delivered by
the Company and subsequent disposition of them shall not require registration or
qualification of them under the Securities Act of 1933, as amended (together
with the rules and regulations promulgated thereunder from time to time, the
"SECURITIES ACT") or any similar state law then in force. For purposes of this
Agreement, the term "Majority" in reference to the holders of Registrable
Securities, shall mean in excess of fifty percent (50%) of the then outstanding
Warrant Shares (assuming the exercise of the entire Warrant) that (i) are not
held by the Company, an affiliate, officer, creditor, employee or agent thereof
or any of their respective affiliates, members of their family, persons acting
as nominees or in conjunction therewith and (ii) have not be resold to the
public pursuant to a registration statement filed under the Securities Act.

                  8.2 Required Registration.

                  (a) At any time on or after the nine (9) month anniversary of
the Base Date and on or before the five (5) year anniversary of the Base Date,
but on not more than one (1) occasion, upon the written request of the holders
of the Registrable Securities representing a "Majority" of such securities, the
Company will use its Best Efforts to effect the registration of the respective
shares of such holders under the Securities Act to the extent requisite to
permit the disposition thereof as expeditiously as reasonably possible, but in
no event later than 120 days from the date of such request.

                  (b) Registrations under this Section 8.2 shall be on such
appropriate registration form: (i) as shall be selected by the Company, and (ii)
as shall permit the disposition of such Registrable Securities in accordance
with this Section 8.2. The Company agrees to include in any such registration
statement all information which the requesting holders shall reasonably request,
which is required to be contained therein.

                  (c) A registration requested pursuant to this Section 8.2
shall not be deemed to have been effected: (i) unless a registration statement
with respect thereto has become effective or (ii) if, after it has become
effective, such registration is interfered with by any stop order, injunction or
other order or requirement of the Securities and Exchange Commission (the "SEC")
or other governmental agency or court of competent jurisdiction for any reason,
other than by reason of some act or omission by a holder of Registrable
Securities.

                  8.3 Company Redemption Right. In connection with a request by
a Majority of the holders of Registrable Securities for registration of
Registrable Securities pursuant to Section 8.2 or 8.4, the Company may, at its
option, in lieu of effecting such registration, redeem for cash all, but not
less than all, of the Warrant Shares then outstanding and held by the requesting
holders of Registrable Securities, out of funds legally available therefor by
paying the Redemption Price. As used herein, the term "REDEMPTION PRICE" shall
mean an amount equal to the sum of (A) an amount derived by multiplying: (i) the
number of Warrant Shares or Other Securities subject to this Warrant at such
time by (ii) the difference of (a) the Fair Market Value on the date such
registration was requested, less (b) the Exercise Price then in effect on the
date such registration was requested. The Company may validly exercise its
redemption right set forth in this Section 8.3 only by providing written notice
thereof to such holders within five (5)



                                       6
<PAGE>

business days of the Company's receipt of holders' written request for
registration and, if such right is validly exercised, the Company shall pay the
aggregate Redemption Price by check or wire transfer of immediately available
funds within fifteen (15) days of the exercise of its redemption right.

                  8.4 Incidental Registration Rights.

                  (a) If the Company, at any time on or after the nine (9) month
anniversary of the Base Date and on or before the five (5) year anniversary of
the Base Date, proposes to register any of its securities under the Securities
Act (other than in connection with the Offering or by a registration on Form S-4
or S-8 or any successor forms) whether for its own account or for the account of
the holder or holders of all shares other than Registrable Securities (any
shares of such holder (but not those of the Company) with respect to any
registration, "OTHER SHARES"), the Company shall each such time give prompt (but
not less than thirty (30) days prior to the anticipated effectiveness thereof)
written notice to the holders of Registrable Securities of its intention to do
so; provided, however, that in no event shall the Company have the obligation to
send any such notice, and the holders will not have any registration rights
under this Section 8.4, if registration rights have been exercised two (2) times
pursuant to this Section 8.4 (except if the Company elected not to proceed with
any such registrations, withdrew such registrations or otherwise failed to
effect the offerings covered by such registrations). Upon the written request of
any such holder made within twenty (20) days after the receipt of any such
notice (which request shall specify the Registrable Securities intended to be
disposed of by such holder), except as set forth in Section 8.4(b), the Company
will use its Best Efforts to effect the registration under the Securities Act of
all of the Registrable Securities which the Company has been so requested to
register by such holder, to the extent requisite to permit the disposition of
the Registrable Securities so to be registered, by inclusion of such Registrable
Securities in the registration statement which covers the securities which the
Company proposes to register; provided, however, that if, at any time after
giving written notice of its intention to register any securities and prior to
the effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason in its sole discretion
either to not register, to delay or to withdraw registration of such securities,
the Company may, at its election, give written notice of such determination to
such holder and, thereupon, (i) in the case of a determination not to register,
shall be relieved of its obligation to register any Registrable Securities in
connection with such registration (but not from its obligation to pay the
Registration Expenses in connection therewith), without prejudice, however, to
the rights of the holders entitled to do so to request that such registration be
effected as a registration under Section 8.2, (ii) in the case of a
determination to delay registering, shall be permitted to delay registering any
Registrable Securities, for the same period as the delay in registering such
other securities, without prejudice, however, to the rights of the holders
entitled to do so to request that such registration be effected as a
registration under Section 8.2 and (iii) in the case of a determination to
withdraw registration, shall be permitted to withdraw registration, without
prejudice, however, to the rights of the holders entitled to do so to request
that such registration be effected as a registration under Section 8.2. No
registration effected under this Section 8.4 shall relieve the Company of its
obligation to effect any registration upon request under Section 8.2, nor shall
any such registration hereunder be deemed to have been effected pursuant to
Section 8.2. The


                                       7
<PAGE>
Company will pay all Registration Expenses in connection with each registration
of Registrable Securities pursuant to this Section 8.4.

                  (b) If the Company at any time proposes to register any of its
securities under the Securities Act as contemplated by this Section 8.4 and such
securities are to be distributed by or through one or more underwriters, the
Company will, if requested by a holder of Registrable Securities, use its Best
Efforts to arrange for such underwriters to include all the Registrable
Securities to be offered and sold by such holder among the securities to be
distributed by such underwriters, provided that if the managing underwriter of
such underwritten offering shall inform the Company by letter of its belief that
inclusion in such distribution of all or a specified number of such securities
proposed to be distributed by such underwriters would interfere with the
successful marketing of the securities being distributed by such underwriters
(such letter to state the basis of such belief and the approximate number of
such Registrable Securities, such Other Shares and shares held by the Company
proposed so to be registered which may be distributed without such effect), then
the Company may, upon written notice to such holder and holders of such Other
Shares, reduce pro rata in accordance with the number of shares of Common Stock
desired to be included in such registration (if and to the extent stated by such
managing underwriter to be necessary to eliminate such effect) the number of
such Registrable Securities and Other Shares the registration of which shall
have been requested by each holder thereof so that the resulting aggregate
number of such Registrable Securities and Other Shares so included in such
registration, together with the number of securities to be included in such
registration for the account of the Company, shall be equal to the number of
shares stated in such managing underwriter's letter.

                  8.5 Registration Procedures. Whenever the holders of
Registrable Securities have properly requested that any Registrable Securities
be registered pursuant to the terms of this Warrant, the Company shall use its
Best Efforts to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition thereof, and
pursuant thereto the Company shall as expeditiously as possible:

                  (a) prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its Best Efforts to cause
such registration statement to become effective;

                  (b) notify such holders of the effectiveness of each
registration statement filed hereunder and prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective and the prospectus included therein usable for a period
commencing on the date that such registration statement is initially declared
effective by the SEC and ending on the date when all Registrable Securities
covered by such registration statement have been sold pursuant to the
registration statement or cease to be Registrable Securities, and comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement;

                  (c) furnish to such holders such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus
included in such registration

                                       8
<PAGE>
statement (including each preliminary prospectus) and such other documents as
such seller may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such holders;

                  (d) use its Best Efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as the such holders reasonably requests and do any and all other
acts and things which may be reasonably necessary or advisable to enable such
holders to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such holders; provided, however, that the Company shall not
be required to: (i) qualify generally to do business in any jurisdiction where
it would not otherwise be required to qualify but for this subparagraph; (ii)
subject itself to taxation in any such jurisdiction; or (iii) consent to general
service of process in any such jurisdiction;

                  (e) notify such holders, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event as a result of which the prospectus included in such
registration statement contains an untrue statement of a material fact or omits
any material fact necessary to make the statements therein, in light of the
circumstances in which they are made, not materially misleading, and, at the
reasonable request of such holders, the Company shall prepare a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus shall not contain an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in light of the circumstances in which they are
made, not materially misleading;

                  (f) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement;

                  (g) make available for inspection by any underwriter
participating in any disposition pursuant to such registration statement, and
any attorney, accountant or other agent retained by any such underwriter, all
financial and other records, pertinent corporate documents and properties of the
Company, and cause the Company's officers, directors, managers, employees and
independent accountants to supply all information reasonably requested by any
such underwriter, attorney, accountant or agent in connection with such
registration statement;

                  (h) otherwise use its Best Efforts to comply with all
applicable rules and regulations of the SEC, and make available to its security
holders, as soon as reasonably practicable, an earnings statement of the
Company, which earnings statement shall satisfy the provisions of Section 11(a)
of the Securities Act and, at the option of the Company, Rule 158 thereunder;

                  (i) in the event of the issuance of any stop order suspending
the effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any Registrable Securities included in such registration statement for sale in
any jurisdiction, the Company shall use its Best Efforts promptly to obtain the
withdrawal of such order;


                                       9
<PAGE>
                  (j) use its Best Efforts to cause any Registrable Securities
covered by such registration statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the
sellers thereof to consummate the disposition of such Registrable Securities;
and

                  (k) if the offering is underwritten, use its Best Efforts to
furnish on the date that Registrable Securities are delivered to the
underwriters for sale pursuant to such registration, an opinion dated such date
of counsel representing the Company for the purposes of such registration,
addressed to the underwriters covering such issues as are reasonably required by
such underwriters.

                  8.6 Listing. The Company shall secure the listing of the
Common Stock underlying this Warrant upon each national securities exchange or
automated quotation system upon which shares of Common Stock are then listed
(subject to official notice of issuance) and shall maintain such listing of
shares of Common Stock. The Company shall at all times comply in all material
respects with the Company's reporting, filing and other obligations under the
by-laws or rules of the American Stock Exchange (or such other national
securities exchange or market on which the Common Stock may then be listed, as
applicable).

                  8.7 Expenses. The Company shall pay all Registration Expenses
relating to the registration and listing obligations set forth in this Section
8. For purposes of this Warrant, the term "REGISTRATION EXPENSES" means: (a) all
registration, filing and NASD fees, (b) all reasonable fees and expenses of
complying with securities or blue sky laws, (c) all word processing, duplicating
and printing expenses, (d) the fees and disbursements of counsel for the Company
and of its independent public accountants, including the expenses of any special
audits or "cold comfort" letters required by or incident to such performance and
compliance, and (e) premiums and other costs of policies of insurance (if any)
against liabilities arising out of the public offering of the Registrable
Securities being registered if the Company desires such insurance, if any;
provided however, that, in any case where Registration Expenses are not to be
borne by the Company, such expenses shall not include: (i) salaries of Company
personnel or general overhead expenses of the Company, (ii) auditing fees, (iii)
premiums or other expenses relating to liability insurance required by
underwriters of the Company, or (iv) other expenses for the preparation of
financial statements or other data, to the extent that any of the foregoing
either is normally prepared by the Company in the ordinary course of its
business or would have been incurred by the Company had no public offering taken
place. Registration Expenses shall not include any underwriting discounts and
commissions which may be incurred in the sale of any Registrable Securities,
fees and disbursements of counsel and accountants for the selling holders of
Registrable Securities and transfer taxes of the selling holders of Registrable
Securities.

                  8.8 Restrictions. The Company shall not be obligated to effect
a registration pursuant to Section 8.2 during the period beginning on the date
sixty (60) days prior to the Company's good faith estimate of the date of filing
of, and ending on a date one hundred twenty (120) days after the effective date
of, a Company-initiated registration (other than a registration pursuant to Form
S-8), provided that: (i) if the holder of Registrable Securities elects to have
all or some of its Registrable Securities included in the registration pursuant
to Section 8.4 hereof, such Registrable Securities are included in the
Company-initiated registration statement only to


                                       10
<PAGE>
the extent required hereunder and (ii) the Company is actively employing in Best
Efforts to cause such registration to become effective.

                  8.9 Information Provided by Holders. Any holder of Registrable
Securities included in any registration shall furnish to the Company such
information as the Company may reasonably request in writing to enable the
Company to comply with the provisions hereof in connection with any registration
referred to in this Agreement. In the event that a holder of Registrable
Securities fails to provide such information on a timely basis, and in any event
within seven (7) business days of the Company's written request, then the
Company shall be entitled to exclude the Registrable Securities of such holder
from such registration and the Company shall nevertheless be deemed to have
satisfied its obligations hereunder with respect to such registration.

                  8.10 Indemnification. Any holder of Registrable Securities to
be sold pursuant to a registration statement under this Section 8, and its
successors and assigns, shall severally, and not jointly, indemnify, the
Company, its officers and directors and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section 20(a)
of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), against
all loss, claim, damage or expense or liability (including all expenses
reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which they may become subject under the Securities Act, the
Exchange Act or otherwise, arising from: (i) information furnished in writing by
or on behalf of such holder, or its successors or assigns, for specific
inclusion in such registration statement or (ii) any action taken, or failure to
take action, by such holder, or its successors or assigns, which would be
considered unlawful under Section 12 of the Securities Act or Rule 10b-5 of the
Exchange Act.

         9. Restrictions on Transfer.

                  9.1 Restrictive Legends. This Warrant and each Warrant issued
upon transfer or in substitution for this Warrant pursuant to Section 10 hereof,
each certificate for Common Stock issued upon the exercise of the Warrant and
each certificate issued upon the transfer of any such Common Stock shall be
transferable only upon satisfaction of the conditions specified in this Section
9. Each of the foregoing securities shall be stamped or otherwise imprinted with
a legend reflecting the restrictions on transfer set forth herein and any
restrictions required under the Securities Act or other applicable securities
laws.

                  9.2 Notice of Proposed Transfer. Prior to any transfer of any
securities which are not registered under an effective registration statement
under the Securities Act ("RESTRICTED SECURITIES"), which transfer may only
occur if there is an exemption from the registration provisions of the
Securities Act and all other applicable securities laws, the Holder will give
written notice to the Company of the Holder's intention to affect a transfer and
to comply in all other respects with this Section 9.2. Each notice: (a) shall
describe the manner and circumstances of the proposed transfer, and (b) shall
designate special counsel for the Holder giving the notice. The Holder giving
notice will submit a copy thereof to the counsel designated in the notice. The
following provisions shall then apply:


                                       11
<PAGE>
                           (i) If in the opinion of counsel for the Holder
satisfactory to the Company the proposed transfer may be effected without
registration of the Restricted Securities under the Securities Act (which
opinion shall state in detail the basis of the legal conclusions reached
therein) and with satisfaction of all other applicable securities laws, the
Holder shall thereupon be entitled to transfer the Restricted Securities in
accordance with the terms of the notice delivered by the Holder to the Company.
Each certificate representing the Restricted Securities issued upon or in
connection with any transfer shall bear the restrictive legends required by
Section 9.1 hereof.

                           (ii) If the opinion called for in (i) above is not
delivered, the Holder shall not be entitled to transfer the Restricted
Securities until either (x) receipt by the Company of a further notice from such
Holder pursuant to the foregoing provisions of this Section 9.2 and fulfillment
of the provisions of clause (i) above, or (y) such Restricted Securities have
been effectively registered under the Securities Act.

                  Notwithstanding any other provision of this Section 9, no
opinion of counsel shall be necessary for a transfer of Restricted Securities by
the holder thereof to any Person employed by or owning equity in the Holder, if
the transferee agrees in writing to be subject to the terms hereof to the same
extent as if the transferee were the original purchaser hereof and such transfer
is permitted under applicable securities laws.

                  9.3 Termination of Restrictions. The restrictions imposed by
this Section 10 upon the transferability of Restricted Securities shall cease
and terminate as to any particular Restricted Securities: (a) which Restricted
Securities shall have been effectively registered under the Securities Act, or
(b) when, in the opinions of both counsel for the holder thereof and counsel for
the Company, such restrictions are no longer required in order to insure
compliance with the Securities Act or Section 10 hereof. Whenever such
restrictions shall cease and terminate as to any Restricted Securities, the
Holder thereof shall be entitled to receive from the Company, without expense
(other than applicable transfer taxes, if any), new securities of like tenor not
bearing the applicable legends required by Section 9.1 hereof.

         10. Ownership, Transfer and Substitution of Warrant.

                  10.1 Ownership of Warrant. The Company may treat the person in
whose name this Warrant is registered in the Warrant Register maintained
pursuant to Section 10.2(a) hereof as the owner and holder thereof for all
purposes, notwithstanding any notice to the contrary, except that, if and when
any Warrant is properly assigned in blank, the Company may (but shall not be
obligated to) treat the bearer thereof as the owner of such Warrant for all
purposes, notwithstanding any notice to the contrary. Subject to Sections 9 and
10 hereof, this Warrant, if properly assigned, may be exercised by a new holder
without a new Warrant first having been issued.

                  10.2 Office; Exchange of Warrant.

                  (a) The Company will maintain its principal office at the
location identified in the prospectus relating to the Offering or at such other
offices as set forth in the Company's most



                                       12
<PAGE>
current filing (as of the date notice is to be given) under the Exchange Act or
as the Company notifies the Holders.

                  (b) The Company shall cause to be kept at its office
maintained pursuant to Section 10.2(a) hereof a Warrant Register for the
registration and transfer of the Warrant. The name and address of the holder of
the Warrant, the transfers thereof and the name and address of the transferee of
the Warrant shall be registered in such Warrant Register. The Person in whose
name the Warrant shall be so registered shall be deemed and treated as the owner
and holder thereof for all purposes of this Warrant, and the Company shall not
be affected by any notice or knowledge to the contrary.

                  (c) Upon the surrender of this Warrant, properly endorsed, for
registration of transfer or for exchange at the office of the Company maintained
pursuant to Section 10.2(a) hereof, the Company at its expense will (subject to
compliance with Section 9 hereof, if applicable) execute and deliver to or upon
the order of the Holder thereof a new Warrant of like tenor, in the name of such
holder or as such holder (upon payment by such holder of any applicable transfer
taxes) may direct, calling in the aggregate on the face thereof for the number
of shares of Common Stock called for on the face of the Warrant so surrendered.

                  10.3 Replacement of Warrant. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or
destruction of this Warrant, upon delivery of indemnity reasonably satisfactory
to the Company in form and amount or, in the case of any mutilation, upon
surrender of this Warrant for cancellation at the office of the Company
maintained pursuant to Section 10.2(a) hereof, the Company, at its expense, will
execute and deliver, in lieu thereof, a new Warrant of like tenor and dated the
date hereof.

         11. No Rights or Liabilities as Stockholder. No Holder shall be
entitled to vote or receive dividends or be deemed the holder of any shares of
Common Stock, Other Securities or any other securities of the Company which may
at any time be issuable on the exercise hereof for any purpose, nor shall
anything contained herein be construed to confer upon the Holder, as such, any
of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization, issuance of stock, reclassification of stock, change
of par value, consolidation, merger, conveyance, or otherwise) or to receive
notice of meetings, or to receive dividends or subscription rights or otherwise
until the Warrant shall have been exercised and the shares of Common Stock
purchasable upon the exercise hereof shall have become deliverable, as provided
herein. The Holder will not be entitled to share in the assets of the Company in
the event of a liquidation, dissolution or the winding up of the Company.

         12. Notices. Any notice or other communication in connection with this
Warrant shall be given in writing and directed to the parties hereto as follows:
(a) if to the Holder, c/o Maxim Group LLC, 405 Lexington Avenue, New York, NY
10174, Attn: Anthony Sarkis, Fax No: (212) 895-2555; or (b) if to the Company,
to the attention of its Chief Executive Officer at its office maintained
pursuant to Section 10.2(a) hereof; provided, that the exercise of the


                                       13
<PAGE>
Warrant shall also be effected in the manner provided in Section 3 hereof.
Notices shall be deemed properly delivered and received when delivered to the
notice party (i) if personally delivered, upon receipt or refusal to accept
delivery, (ii) if sent via facsimile, upon mechanical confirmation of successful
transmission thereof generated by the sending telecopy machine, (iii) if sent by
a commercial overnight courier for delivery on the next Business Day, on the
first Business Day after deposit with such courier service, or (iv) if sent by
registered or certified mail, five (5) Business Days after deposit thereof in
the U.S. mail.

         13. Payment of Taxes. The Company will pay all documentary stamp taxes
attributable to the issuance of shares of Common Stock underlying this Warrant
upon exercise of this Warrant; provided, however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the transfer or registration of this Warrant or any certificate for shares of
Common Stock underlying this Warrant in a name other that of the Holder. The
Holder is responsible for all other tax liability that may arise as a result of
holding or transferring this Warrant or receiving shares of Common Stock
underlying this Warrant upon exercise hereof.

         14. Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of the change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of the State of Illinois. The section headings in this
Warrant are for purposes of convenience only and shall not constitute a part
hereof. When used herein, the term "Best Efforts" means, with respect to the
applicable obligation of the Company, the highest standard of diligence
recognized under Illinois law for similarly situated, publicly-traded companies.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed as of the date first above written.


                              UNITED FINANCIAL MORTGAGE CORP.



                              By:
                                 ----------------------------------------------
                                  Name:  Steve Y. Khoshabe
                                  Title: President and Chief Executive Officer



                              By:
                                 ----------------------------------------------
                                  Name:  Robert L. Hiatt
                                  Title: Executive Vice President and
                                         Chief Financial Officer



                                       14
<PAGE>
                                    EXHIBIT A
                             FORM OF EXERCISE NOTICE
                 [To be executed only upon exercise of Warrant]

To UNITED FINANCIAL MORTGAGE CORP.:

                  The undersigned registered holder of the within Warrant hereby
irrevocably exercises the Warrant pursuant to Section 3.1 of the Warrant with
respect to __________(1) Warrant Shares, at an exercise price per share of
$____, and requests that the certificates for such Warrant Shares be issued,
subject to Sections 9 and 10, in the name of, and delivered to:

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

                  The undersigned is hereby making payment for the Warrant
Shares in the following manner: _______________________ [describe desired
payment method as provided for in 3.1 of the Warrant].

                  The undersigned hereby represents and warrants that it is, and
has been since its acquisition of the Warrant, the record and beneficial owner
of the Warrant.

Dated:
       ---------------

                  ----------------------------------------
                  Print or Type Name

                  ----------------------------------------
                  (Signature must conform in all respects to name of holder as
                  specified on the face of Warrant)

                  ----------------------------------------
                  (Street Address)

                  ----------------------------------------
                  (City)           (State)      (Zip Code)

         -----------------------
         (1) Insert here the number whole shares of Common Stock on the face of
this Warrant (or, in the case of a partial exercise, the portion thereof as to
which this Warrant is being exercised), in either case without making any
adjustment of shares of Common Stock or any other stock or other securities or
property or cash which, pursuant to the adjustment provisions of this Warrant,
may be delivered upon exercise. In the case of a partial exercise, a new Warrant
will be issued and delivered, representing the unexercised portion of the
Warrant, to the holder surrendering the Warrant.
<PAGE>
                                    EXHIBIT B
                               FORM OF ASSIGNMENT
                 [To be executed only upon transfer of Warrant]

                  For value received, the undersigned registered holder of the
within Warrant hereby sells, assigns and transfers unto _____________________
[include name and addresses] the rights represented by the Warrant to purchase
__________(1) shares of Common Stock of UNITED FINANCIAL MORTGAGE CORP. to which
the Warrant relates, and appoints _____________________ Attorney to make such
transfer on the books of UNITED FINANCIAL MORTGAGE CORP. maintained for the
purpose, with full power of substitution in the premises.

<TABLE>
<S>                                                     <C>
                  Dated:
                                                        ------------------------------------------
                                                          (Signature must conform in all respects
                                                          to name of holder as specified on the
                                                          face of Warrant)

                                                          ----------------------------------------
                                                          (Street Address)

                                                          ----------------------------------------
                                                          (City)        (State)      (Zip Code)

                  Signed in the presence of:

                                                          ----------------------------------------
                                                          (Signature of Transferee)

                                                          ----------------------------------------
                                                          (Street Address)

                                                          ----------------------------------------
                                                          (City)        (State)      (Zip Code)
                  Signed in the presence of:
</TABLE>


         -----------------------
         (1) Insert here the number shares of Common Stock on the face of this
Warrant (or, in the case of a partial assignment, the portion thereof as to
which this Warrant is being assigned), in either case without making any
adjustment of shares of Common Stock or any other stock or other securities or
property or cash which, pursuant to the adjustment provisions of this Warrant,
may be delivered upon exercise. In the case of a partial assignment, a new
Warrant will be issued and delivered, representing the unconverted portion of
the Warrant, to the holder surrendering the Warrant.