UCAP INC
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>v02879_ex10-2.txt
<TEXT>

                             STOCK PLEDGE AGREEMENT

      THIS STOCK PLEDGE AGREEMENT ("Agreement") is dated as of April 14, 2004,
and is executed by and between UCAP INCORPORATED, a Colorado corporation (the
"Pledgor"), and ABSOLUTE RETURN EUROPE FUND, LTD. ("ARE") and FLORIAN HOMM
("Homm") (ARE and Homm, collectively, the "Pledgee").

      WHEREAS, as security for a promissory note of even date herewith (the
"Promissory Note") between United Capital Mortgage Corporation, an Arkansas
corporation and wholly-owned subsidiary of Pledgor ("UCMC"), and Pledgee, which
was issued in connection with a Revolving Line of Credit Loan Agreement in the
Maximum Amount of $2,000,000 (the "Loan Agreement"), Pledgor has agreed to
pledge to Pledgee all of the issued and outstanding capital stock of UCMC (the
"UCMC Stock");

      WHEREAS, on January 14, 2004, Pledgor and ARE entered into a Convertible
Promissory Note in the original principal amount of $1,000,000, which matured on
February 13, 2004 (the "Convertible Note");

      WHEREAS, Pledgor is currently in default of the Convertible Note, and ARE
has agreed to extend the maturity date of the Convertible Note to December 31,
2004, in further consideration of the pledge of the UCMC Stock; and

      WHEREAS, pursuant to the specific terms and provisions of this Agreement,
Pledgor desires to pledge to Pledgee all of the UCMC Stock to secure the
performance of Pledgor's obligations under the Promissory Note, Loan Agreement
and Convertible Note.

      NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

      Section 1. PLEDGE.

            (a) As collateral security for the prompt payment and performance in
full of the Obligations (as defined below), the Pledgor hereby pledges,
hypothecates, assigns, transfers, sells, sets over and delivers unto the
Pledgee, and grants to the Pledgee a security interest in, all of the Pledgor's
right, title and interest (whether direct or indirect) in and to the following
(collectively, the "Pledged Collateral"): (i) the UCMC Stock, including any UCMC
Stock issued as dividends or as the result of any reclassification, split up or
other corporate reorganization, (ii) any cash, dividends, additional shares or
other securities of any kind or other property at any time and from time to time
receivable or otherwise distributable in respect of, in exchange for, or in
substitution of, any of the foregoing, and (iii) any and all products and
proceeds of any of the foregoing and all other rights, titles, interests,
powers, privileges and preferences pertaining to the foregoing (any cash
proceeds shall be held in trust for Pledgee and upon request shall be delivered
immediately to Pledgee).

      (b) The UCMC Stock will be delivered to Greenberg Traurig, LLP at The
Forum, 3290 Northside Parkway, N.W., Suite 400, Atlanta, Georgia 30327 to be
held on behalf of Pledgee and will be accompanied by duly executed stock powers

<PAGE>

in blank and by such other instruments or documents as the Pledgee or its
counsel may reasonably request. All other property comprising part of the
Pledged Collateral required to be delivered to the Pledgee pursuant to this
Agreement will be accompanied by proper instruments of assignment duly executed
by the Pledgor and by such other instruments or documents as the Pledgee or its
counsel may reasonably request. To further evidence the pledge and security
interest herein contemplated, the Pledgor hereby agrees to endorse to the order
of and deliver to the Pledgee all of the Pledged Collateral. The Pledgor
authorizes the Pledgee to take any or all of the following actions with respect
to any Pledged Collateral as the Pledgee deems necessary to perfect the security
interest and pledge created by this Agreement: (i) register in the name of the
Pledgee any Pledged Collateral not issued in certificated form; (ii) endorse in
the name of the Pledgee any Pledged Collateral issued in certificated form;
(iii) confirm to the name of the Pledgee the existence of the security interest
in and to any such Pledged Collateral created hereby and acknowledged in any
electronic or book ledger the existence of such security interest in and to any
such Pledged Collateral; and (iv) by book or otherwise, identify as belonging to
the Pledgee a quantity of securities that constitutes all or part of the Pledged
Collateral registered in the name of the Pledgee.

            (c) Without limiting any of the rights of the Pledgee contained in
this Agreement, the Pledgor agrees to take all such actions as may be reasonably
desirable or necessary in order to perfect and maintain the perfection and
priority security interest granted to the Pledgee by this Agreement.

      Section 2. OBLIGATIONS SECURED. This Agreement is made, and the security
interest created hereby is granted to the Pledgee, to secure the following
(collectively, the "Obligations"): (a) the due and punctual payment of all
amounts (whether principal, interest or otherwise) due or to become due under
the terms and provisions of the Promissory Note, Loan Agreement and Convertible
Note; (b) the due and punctual payment of any costs or expenses incurred by the
Pledgee in connection with the realization of the security provided pursuant to
this Agreement and any costs and expenses of any proceedings to which this
Agreement may give rise; and (c) the due and punctual performance of the
Pledgor's obligations to the Pledgee hereunder.

            Section 3. REPRESENTATIONS, WARRANTIES AND COVENANTS. The Pledgor
hereby represents, warrants and covenants, and will be deemed to have
represented, warranted and covenanted as of the date of any delivery of any
Pledged Collateral hereunder, to the Pledgee as follows: that (a) except for the
rights granted herein to the Pledgee, the Pledgor is the sole legal, equitable
and beneficial owner of the Pledged Collateral, holds the same free and clear of
all liens, charges, encumbrances and security interests (or any other type of
preferential arrangement) of every kind and nature and will make no assignment,
pledge, mortgage, hypothecation or other transfer (or any other type of
preferential arrangement) of nor permit any such lien or encumbrance (or any
other type of preferential arrangement) of any kind to exist with respect to the
Pledged Collateral; (b) the Pledgor has the legal right and authority to pledge
the Pledged Collateral in the manner contemplated hereby and the Pledgor hereby
covenants that Pledgor will defend its title thereto against the claims of all
persons whomsoever (other than Pledgee); (c) the pledge of the Pledged
Collateral is effective to, and creates a valid first-priority perfected
security interest in all right, title and interest of the Pledgor in the Pledged


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Collateral; (e) there are no restrictions on the transferability of the Pledged
Collateral, except as expressly provided and stated in the Security Shares; and
(f) the UCMC Stock is validly issued, fully paid and non-assessable.

      Section 4. ADDITIONAL SHARES OF PLEDGED COLLATERAL. The Pledgor agrees
that, until all of the Obligations have been paid and performed in full and
otherwise satisfied, any Pledged Collateral in the form of additional shares of
the UCMC Stock at any time issued to the Pledgor will be immediately delivered
to the Pledgee as additional Pledged Collateral and will be subject to the terms
and conditions of this Agreement.

      Section 5. VOTING RIGHTS: DIVIDENDS, ETC. Subject to the other terms and
provisions of this Agreement, during the term of this Agreement the Pledgor will
be entitled to exercise any and all voting and/or consensual rights and powers
accruing to an owner of the UCMC Stock or any part thereof for any purpose not
inconsistent with the terms of this Agreement; provided, however, that Pledgor
shall not exercise, or refrain from exercising, any such right or power if any
such action would have a material adverse effect on the value of the UCMC Stock
or any part thereof.

      Section 6. PLEDGEE APPOINTED ATTORNEY-IN-FACT. The Pledgor hereby
constitutes and appoints the Pledgee the attorney-in-fact of the Pledgor for the
purpose of carrying out the provisions of this Agreement and taking any action
and executing any instrument or other document which the Pledgee may reasonably
deem necessary or advisable to accomplish the purpose hereof, which appointment
is irrevocable and coupled with an interest which shall be exercisable upon the
occurrence and during the continuance of an Event of Default. Without limiting
the generality of the foregoing, the Pledgee will have the right, with full
power of substitution either in the Pledgee's name or in the name of the
Pledgor, to ask for, demand, sue for, collect, receive and give acquittance for
any and all moneys due or to become due under and by virtue of any Pledged
Collateral, to endorse checks, drafts, orders and other instruments for the
payment of money payable to the Pledgor, representing any interest or dividend
or other distribution payable in respect of the Pledged Collateral or any part
thereof or on account thereof and to give full discharge for the same, to
settle, compromise, prosecute, or defend any action, claim or proceeding with
respect thereto, and to sell, assign, endorse, pledge, transfer and make any
agreement respecting, or otherwise deal with, the same; provided, however, that
nothing herein contained shall be construed as requiring or obligating the
Pledgee to make any commitment or to make any inquiry as to the nature or
sufficiency of any payment received by it, or to present or file any claim or
notice, or to take any action with respect to Pledged Collateral or any part
thereof or the moneys due or to become due in respect thereof or any property
covered thereby, and no action taken by the Pledgee or omitted to be taken with
respect to the Pledged Collateral or any part thereof shall give rise to any
defense, counterclaim or offset in favor of the Pledgor or to any claim or
action against the Pledgee.

      Section 7. EVENT OF DEFAULT DEFINED. For purposes of this Agreement, the
following shall constitute events of default hereunder (each referred to as an
"Event of Default"):

            (a) the failure of or Pledgor to pay or otherwise perform any of the
Obligations;


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            (b) any default under the Loan Agreement, Promissory Note or the
Convertible Note;

            (c) any attempt by the Pledgor, from and after the date hereof, to
encumber, subject to any further pledge or security interest, sell, transfer or
otherwise dispose of any of the Pledged Collateral or any interest therein;

            (d) if all or part of the Pledged Collateral is attached or levied
upon or seized in any legal proceedings, or held by virtue of any lien or
distress;

            (e) any failure by the Pledgor to pay prior to delinquency all taxes
and assessments upon any of the Pledged Collateral; or

            (f) the Pledgor's failure to comply with any other term, covenant or
condition contained in this Agreement which continues beyond five days after
receipt of written notice of such failure from the Pledgee.

      Section 8. REMEDIES IN CASE OF EVENT OF DEFAULT. If an Event of Default
occurs and continues for a period in excess of ten (10) days after written
notice to the Pledgor, Pledgee will be entitled to exercise all of the rights,
powers and remedies vested in it by this Agreement, and now or hereafter
existing at law or in equity or by statute (including, without limitation, the
Uniform Commercial Code of Colorado) or otherwise for the protection and
enforcement of its rights with respect to the Pledged Collateral; and Pledgor
hereby irrevocably appoints and constitutes Pledgee as Pledgor's
attorney-in-fact, coupled with an interest and with full power of substitution,
to exercise any or all of the following rights, powers and remedies:

            (a) to receive all amounts, if any, payable with respect to the
Pledged Collateral otherwise payable to Pledgor under Section 5;

            (b) to endorse and transfer all or any part of the Pledged
Collateral into Pledgee's name or the name of its nominee and to cause new
certificates to be issued in the name of Pledgee or of such nominee;

            (c) to vote all or any part of the Pledged Collateral, whether or
not transferred into the name of Pledgee, and to give all proxies, consents,
waivers and ratifications with respect to the Pledged Collateral and otherwise
act with respect thereto as though it were the outright owner thereof; and

            (d) at any time or from time to time to sell, assign and deliver, or
grant options to purchase, all or any part of the Pledged Collateral, or any
interest therein, at any public or private sale, to the fullest extent permitted
by law, without demand of performance, advertisement or notice of intention to
sell or of the time or place of sale or adjournment thereof or otherwise (all of
which are hereby waived by Pledgor to the fullest extent permitted by law), for
cash, on credit or for other property, for immediate or future delivery without
any assumption of credit risk, and for such price or prices and on such terms as
Pledgee in its absolute discretion may determine.


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<PAGE>

Pledgor  hereby waives and releases to the fullest  extent  permitted by law any
right or equity of redemption  with respect to the Pledged  Collateral,  whether
before or after sale  hereunder,  and all  rights,  if any, of  marshalling  the
Pledged  Collateral and any other security for the Obligations or otherwise.  At
any such sale,  unless  prohibited  by applicable  law,  Pledgee may bid for and
purchase all or any part of the Pledged  Collateral  free from any such right or
equity of redemption.

      Section 9. PLEDGOR'S OBLIGATIONS ABSOLUTE. The obligations of Pledgor
under this Agreement will be absolute and unconditional and will remain in full
force and effect without regard to, and will not be released, suspended,
discharged, terminated or otherwise affected by, any circumstance or occurrence
whatsoever, including, without limitation: (a) any renewal, extension, amendment
or modification of or addition or supplement to any instrument or document
executed in connection with or as security for the Promissory Note, Loan
Agreement, Convertible Note or any assignment or transfer thereof; (b) any
waiver, consent, extension, indulgence or other action or inaction under or with
respect to this Agreement, the Promissory Note, Loan Agreement, Convertible Note
or any exercise or non-exercise of any right, remedy, power or privilege under
or with respect to this Agreement, the Promissory Note, Loan Agreement or
Convertible Note; (c) any furnishing of any additional security to Pledgee or
any acceptance thereof or any release of any security or guaranty by Pledgee;
(d) any limitation on any party's liability or obligations under this Agreement,
the Promissory Note, Loan Agreement or Convertible Note or the invalidity or
unenforceability, in whole or in part, of this Agreement, the Promissory Note,
Loan Agreement, Convertible Note or any term thereof; or (e) any bankruptcy,
insolvency, reorganization, composition, adjustment, dissolution, liquidation or
other like proceeding relating to Pledgor, or any action taken with respect to
this Agreement or any of the Promissory Note, Loan Agreement or Convertible Note
by any trustee or receiver, or by any court, in any such proceeding; whether or
not Pledgor has notice or knowledge of any of the foregoing.

      Section 10. NON-PUBLIC SALE. If at any time Pledgee determines to sell all
or any of the Pledged Collateral pursuant to Section 8 and the Pledged
Collateral (or the part thereof to be sold) has not be effectively registered
under the Securities Act of 1933, as then in effect, or any similar Federal or
state law relating to the registration and sale of securities ("Securities
Laws"), Pledgee may, in its sole discretion, sell the Pledged Collateral or part
thereof through a private sale in such manner and under such circumstances as
Pledgee may deem necessary or advisable in order that the Pledged Collateral may
be lawfully sold without being registered under the Securities Laws. Without
limiting the generality of the foregoing, Pledgee, in its sole discretion, may
(a) proceed to sell the Pledged Collateral or any part thereof through a
non-public sale, whether or not a registration statement concerning such Pledged
Collateral shall have been filed under the Securities Laws, (b) approach and
negotiate with as few as one possible purchaser, and (c) restrict such sale to a
purchaser who will represent and agree that such purchaser is purchasing for its
own account, for investment, and not with a view to the distribution or sale of
such Pledged Collateral and who satisfies such other conditions as at that time
may be required in order for Pledgee to conduct a lawful non-public sale of such
Pledged Collateral. In the event of any such non-public sale, Pledgee will be
authorized to sell all or any part of the Pledged Collateral at a price that
Pledgee, in its sole discretion, deems reasonable under the circumstances,
notwithstanding the possibility that a higher price might be realized if the
sale were deferred until after registration under the Securities Laws.


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      Section 11. APPLICATION OF PROCEEDS OF SALE AND CASH. The proceeds of any
sale of the whole or any part of the Pledged Collateral, together with any other
moneys held by the Pledgee under the provisions of this Agreement, shall be
applied by the Pledgee as follows:

            First: to the payment of all reasonable and actual costs and
      expenses incurred by the Pledgee in connection herewith, including but not
      limited to, all court costs and the fees and disbursements of counsel for
      the Pledgee in connection herewith, and to the repayment of all advances
      made by the Pledgee hereunder for the account of the Pledgor, and the
      payment of all reasonable costs and expenses actually paid or incurred by
      the Pledgee in connection with the exercise of any right or remedy
      hereunder; and

            Second: to the payment in full of all Obligations.

Any amounts  remaining after such application  shall be promptly remitted to the
Pledgor, its successors or assigns, or as otherwise provided by law. The Pledgor
shall remain liable and will pay on demand any deficiency remaining unpaid after
the  foregoing  application  of proceeds,  together with interest at the default
rate set forth in the Promissory Note or Convertible Note, as applicable.

      Section 12. FURTHER ASSURANCES. The Pledgor agrees that it will join with
the Pledgee in executing and will file or record such notices, financing
statements or other documents as may be necessary to the perfection of the
security interest of the Pledgee hereunder, and as the Pledgee or its counsel
may reasonably request, such instruments shall be in form and substance
reasonably satisfactory to the Pledgee and its counsel, and that the Pledgor
will do such further acts and execute and deliver to the Pledgee such additional
conveyances, assignments, agreements and instruments as the Pledgee may at any
time request in connection with the administration and enforcement of this
Agreement or relative to the Pledged Collateral or any part thereof or in order
to assure and confirm unto the Pledgee its rights, power and remedies hereunder.

      Section 13. RETURN OF PLEDGED COLLATERAL. Upon payment in full and
satisfaction of all Obligations, the Pledgee shall return to the Pledgor (or to
whomsoever may be entitled thereto pursuant to the order of a court of competent
jurisdiction) the Pledged Collateral and this Agreement will terminate.

      Section 14. NO WAIVER. No failure on the part of the Pledgee to exercise,
and no delay on its part in exercising any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right, power or remedy preclude any other or the further exercise or
the exercise of any other right, power or remedy. All remedies hereunder are
cumulative and are not exclusive of any other remedies provided by law.

      Section 15. GOVERNING LAW; AMENDMENTS. This Agreement will in all respects
be governed and construed in accordance with the laws of the State of Colorado
without regard to the choice-of-law rules. This Agreement may not be amended or
modified nor may any of the Pledged Collateral be released, except in a written
instrument signed by all parties.

      Section 16. BINDING AGREEMENT; ASSIGNMENT; NOTICES. This Agreement, and
the terms, covenants and conditions hereof, will be binding upon and inure to


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the benefit of the Pledgee and to all holders of the indebtedness secured hereby
and their respective successors and assigns and to the Pledgor and his heirs and
assigns, except that the Pledgor shall not be permitted to assign this Agreement
or any interest herein or in the Pledged Collateral, or any part thereof, or any
cash or property held by the Pledgee as collateral under this Agreement. No
notice to or demand on the Pledgor shall entitle the Pledgor to any other or
further notice or demand in the same, similar or other circumstances. Any notice
or communication to be given hereunder shall be given in accordance with the
Loan Agreement.

      Section 17. HEADINGS. Section headings used herein are for convenience
only and are not to affect the construction of or be taken into consideration in
interpreting this Agreement.

      Section 18. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which will be deemed to be an original and all of which
when taken together will constitute but one and the same instrument.

      Section 19. CONTINUING SECURITY INTEREST. This Agreement is intended to
create a continuing security interest in the Pledged Collateral.

      Section 20. WAIVER OF PRIOR DEFAULTS. Pledgee hereby waives any and all
prior defaults with respect to the Convertible Note and agrees to (i) extend the
Maturity Date of the Convertible Note to December 31, 2004, and (ii) allow all
interest accrued at the Maturity Date to be due and payable two months after the
Maturity Date.

                   [Balance of page intentionally left blank]


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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal as of this day and year first written above.


                                    PLEDGOR:

                                    UCAP INCORPORATED



                                    By: /s/ Colleen Brewer
                                        ----------------------------------------
                                    Name: Colleen Brewer
                                    Title: Chief Financial Officer



                                    PLEDGEE:

                                    ABSOLUTE RETURN EUROPE FUND, LTD.



                                    By: /s/ Florian Homm
                                        ----------------------------------------
                                    Name: Florian Homm
                                    Title: Investment Advisor, Principal



                                    /s/ Florian Homm
                                        ----------------------------------------
                                    Florian Homm, Individually





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