SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No. )

Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

(Name of Registrant as Specified In Its Charter)

UNITED FINANCIAL MORTGAGE CORP.
___________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
___________________________________________________________________________
(2) Aggregate numer of securities to which transactions applies:
___________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
___________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
___________________________________________________________________________
(5) Total Fee Paid
___________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
___________________________________________________________________________
(1) Amount Previously Paid:
___________________________________________________________________________
(2) Form, Schedule or Registration Statement No:
___________________________________________________________________________
(3) Filing Party:
___________________________________________________________________________
(4) Date Filed:
___________________________________________________________________________

UNITED FINANCIAL MORTGAGE CORP.
815 Commerce Drive
Oak Brook, Illinois 60523

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on September 8, 2004

To the Shareholders of United Financial Mortgage Corp.

Notice is hereby given that the Annual Meeting of Shareholders of United
Financial Mortgage Corp., an Illinois corporation (the "Company"), will be
held on Wednesday, September 8, 2004, at 2:00 P.M. local time, at the
Renaissance Oak Brook Hotel, 2100 Spring Road, Oak Brook, Illinois 60523.
The Annual Meeting will be held for the purpose of considering and acting
upon the following matters:

1. the election of seven directors of the Company;

2. the adoption of the United Financial Mortgage Corp. 2004 Stock
Incentive Plan;

3. the ratification of the engagement of Crowe Chizek and Company LLC
as the independent auditors of the Company for the year ending
April 30, 2005; and

4. such other business as may properly come before the meeting or any
adjournment or postponements thereof.

The Board of Directors has set the close of business on August 9, 2004, as
the record date for the determination of shareholders entitled to notice of,
and to vote at, the Annual Meeting and any adjournments or postponements of
the meeting. In the event that there are not sufficient votes to establish a
quorum or to approve or ratify the proposals to be considered at the Annual
Meeting, the meeting may be adjourned or postponed in order to permit the
further solicitation of proxies. The transfer books of the Company will not
be closed.

By Order of the Board of Directors,

August 16, 2004 /s/ Joseph Khoshabe
Oak Brook, Illinois Joseph Khoshabe
Chairman

YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY PROMPTLY.

UNITED FINANCIAL MORTGAGE CORP.

PROXY STATEMENT

These proxy materials are furnished in connection with the solicitation by
the Board of Directors of United Financial Mortgage Corp. (the "Company") of
proxies to be voted at the Annual Meeting of Shareholders (the "Annual
Meeting") to be held on Wednesday, September 8, 2004, at 2:00 P.M. local
time, at the Renaissance Oak Brook Hotel, 2100 Spring Road, Oak Brook,
Illinois 60523, and any adjournment or postponement thereof. The Board of
Directors would like to have all shareholders represented at this year's
Annual Meeting. Whether or not you plan to attend the Annual Meeting, you
are urged to complete, date and sign your proxy, then return it to the
Company in the accompanying envelope. No postage needs to be affixed if you
mail your proxy in the United States. The mailing address of the Company's
principal executive office is 815 Commerce Drive, Suite 100, Oak Brook,
Illinois 60523.

The Notice of Annual Meeting of Shareholders, this proxy statement and the
enclosed form of proxy will first be mailed to the shareholders of the
Company on or about August 16, 2004. Your proxy is solicited by the Board of
Directors of the Company.

The following is information that we believe you will find to be informative
with respect to the Annual Meeting and the voting process.

Why am I receiving this proxy statement and proxy form?

You are receiving a proxy statement and proxy form from us because on August
9, 2004, you owned shares of the Company's Common Stock. This proxy
statement describes the matters that will be presented for consideration by
the shareholders at the Annual Meeting. It also gives you information
concerning the matters to be considered to assist you in making an informed
decision.

When you sign the enclosed proxy form, you appoint the proxy holder as your
representative at the Annual Meeting. The proxy holder will vote your shares
as you have instructed in the proxy form, thereby ensuring that your shares
will be voted whether or not you attend the Annual Meeting. Even if you plan
to attend the Annual Meeting, you should complete, sign and return your
proxy form in advance of the Annual Meeting in case your plans change.

If you have signed and returned the proxy form and an issue comes up for a
vote at the meeting that is not identified on the form, the proxy holder
will vote your shares, pursuant to your proxy, in accordance with his or her
judgment.

What matters will be voted on at the Annual Meeting?

You are being asked to vote on the election of directors of the Company, the
adoption of the United Financial Mortgage Corp. 2004 Stock Incentive Plan
and the ratification of Crowe Chizek and Company LLC ("Crowe Chizek") as our
independent auditors for the 2005 fiscal year. These matters are more fully
described in this proxy statement.

How do I vote?

You may vote either by mail or in person at the Annual Meeting. To vote by
mail, complete and sign the enclosed proxy form and mail it in the enclosed
pre-addressed envelope. No postage is required if mailed in the United
States. If you mark your proxy form to indicate how you want your shares
voted, your shares will be voted as you instruct.

If you sign and return your proxy form, but do not mark the form to provide
voting instructions, the shares represented by your proxy form will be voted
"FOR" the slate of directors named in this proxy statement, "FOR" the
adoption of the United Financial Mortgage Corp. 2004 Stock Incentive Plan
and "FOR" the ratification of Crowe Chizek as our independent auditors.

If you want to vote in person, please come to the Annual Meeting. We will
distribute written ballots to anyone who wants to vote at the Annual
Meeting. Please note, however, that if your shares are held in the name of
your broker (or in what is usually referred to as "street name"), you will
need to arrange to obtain a proxy from your broker in order to vote in
person at the Annual Meeting.

What does it mean if I receive more than one proxy form?

It means that you have multiple holdings reflected in our stock transfer
records and/or in accounts with stockbrokers. Please sign and return ALL
proxy forms to ensure that all your shares are voted.

If I hold shares in the name of a broker, who votes my shares?

If you received this proxy statement from your broker, your broker should
have given you instructions for directing how your broker should vote your
shares. It will then be your broker's responsibility to vote your shares for
you in the manner you direct.

Under the rules of various national and regional securities exchanges,
brokers may generally vote on routine matters, such as the election of
directors and the ratification of independent auditors, but cannot vote on
non-routine matters, such as an amendment to the articles of incorporation,
unless they have received voting instructions from the person for whom they
are holding shares. If your broker does not receive instructions from you on
how to vote particular shares on matters on which your broker does not have
discretionary authority to vote, your broker will return the proxy form to
us, indicating that he or she does not have the authority to vote on these
matters. This is generally referred to as a "broker non-vote" and will
affect the outcome of the voting as described below, under "How many votes
are needed for approval of each proposal?" Therefore, we encourage you to
provide directions to your broker as to how you want your shares voted on
the matters to be brought before the Annual Meeting. You should do this by
carefully following the instructions your broker gives you concerning its
procedures. This ensures that your shares will be voted at the Annual
Meeting.

What if I change my mind after I return my proxy?

If you hold your shares in your own name, you may revoke your proxy and
change your vote at any time before the polls close at the Annual Meeting.
You may do this by:

* signing another proxy with a later date and returning that proxy to
the attention of the President and Chief Executive Officer;

* sending notice addressed to the attention of the President and
Chief Executive Officer that you are revoking your proxy; or

* voting in person at the Annual Meeting.

If you hold your shares in the name of a broker and desire to revoke your
proxy, you will need to contact your broker to revoke your proxy. You may
contact the President and Chief Executive Officer at the following address:

United Financial Mortgage Corp.
815 Commerce Drive, Suite 100
Oak Brook, Illinois 60523
Attn: President and Chief Executive Officer

How many votes do we need to hold the Annual Meeting?

A majority of the shares that are outstanding and entitled to vote as of the
record date must be present in person or by proxy at the Annual Meeting in
order to hold the Annual Meeting and conduct business. Abstentions are
considered present at the Annual Meeting and counted in determining whether
a quorum is present.

Shares are counted as present at the Annual Meeting if the shareholder
either:

* is present and votes in person at the Annual Meeting; or

* has properly submitted a signed proxy form or other proxy.

On August 9, 2004, the record date, there were 5,965,143 shares of the
Company Common Stock issued and outstanding. Therefore, at least 2,982,572
shares need to be present at the Annual Meeting.

What happens if a nominee is unable to stand for re-election?

The Board of Directors may, by resolution, provide for a lesser number of
directors or designate a substitute nominee. In the latter case, shares
represented by proxies may be voted for a substitute nominee. Proxies cannot
be voted for more than seven nominees. We have no reason to believe any
nominee will be unable to stand for re-election.

What options do I have in voting on each of the proposals?

You may vote "for" or "withhold authority" to vote for the nominees for
director. You may vote "for," "against" or "abstain" with respect to the
adoption of the United Financial Mortgage Corp. 2004 Stock Incentive Plan
and the ratification of Crowe Chizek as the Company's independent auditors.

How many votes may I cast?

Generally, you are entitled to cast one vote for each share of stock you
owned on the record date. The proxy form included with this proxy statement
indicates the number of shares owned by an account attributable to you.

How many votes are needed for each proposal?

The Articles of Incorporation do not provide for cumulative voting.
Accordingly, each share of the Company Common Stock is entitled to one vote
on all matters submitted to the shareholders. Shares represented by broker
non-votes are not considered present at the Annual Meeting and are not
counted in determining whether a quorum is present. With respect to all
matters, abstentions and broker non-votes will be counted as "no" votes in
determining the number of shares voted for or against any proposal.

The seven individuals receiving the highest number of votes cast "for" their
election will be elected as directors of the Company. The adoption go the
2004 United Financial Mortgage Corp. 2004 Stock Incentive Plan and the
ratification of our auditors must receive the affirmative vote of a majority
of the shares present in person or by proxy at the Annual Meeting and
entitled to vote.

Where do I find the voting results of the Annual Meeting?

We will announce voting results at the Annual Meeting. The voting results
will also be disclosed in our quarterly report filed with the SEC for the
quarter ended October 31, 2004.

Who bears the cost of soliciting proxies?

We will bear the cost of soliciting proxies. In addition to solicitations by
mail, officers, directors or employees of the Company or its subsidiaries
may solicit proxies in person or by telephone. These persons will not
receive any special or additional compensation for soliciting proxies. We
may reimburse brokerage houses and other custodians, nominees and
fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy
and solicitation materials to shareholders.

How does the Board recommend that I vote?

The Board of Directors recommends that you vote "FOR" each of the director
nominees, "FOR" the adoption of the United Financial Mortgage Corp. 2004
Stock Incentive Plan and "FOR" ratification of the appointment of Crowe
Chizek as the Company's independent auditors.

PROPOSAL 1: ELECTION OF DIRECTORS

At the Annual Meeting on September 8, 2004, seven directors are to be
elected to serve on the Board of Directors until the next annual meeting of
shareholders or until their successors are elected and qualified. It is the
intention of the persons named as proxies on the enclosed form of proxy to
vote such proxy, unless indicated otherwise by the shareholder giving the
proxy, in favor of the election of the nominees named below.

If for any reason any of the nominees shall become unavailable for election,
the proxy will be voted for nominees selected by the Board of Directors. At
this time, the Board of Directors knows of no reason why any nominee would
not be available for election. The vote of a majority of the shares of the
Company Common Stock represented in person or by proxy at the Annual Meeting
will be required to elect each of the nominees named below to the Board of
Directors. The Board of Directors nominates individuals to serve on the
Board of Directors. Additionally, the Board of Directors may consider
nominations submitted in writing by shareholders.

The Nominees

Information concerning the nominees for election to the Board of Directors,
as of August 1, 2004, is set forth below:

Positions Held Director Years with
Name Age with the Company Since the Company
-------------------- --- ---------------------- ------- -----------
Joseph Khoshabe 59 Chairman and Director 1986 18
John A. Clark 56 Director 1998 6
Robert S. Luce 57 Director 1998 6
Elliot R. Jacobs 59 Director 2001 3
James R. Zuhlke 58 Director 2001 3
Anthony W. Schweiger 62 Director Nominee - -
Steve Y. Khoshabe 32 President and Chief - 10
Executive Officer
and Director Nominee

Mr. Schweiger was recommended as a nominee to the Board of Directors by the
President and Chief Executive Officer. Mr. Steve Khoshabe was recommended
as a nominee to the Board of Directors by a non-management director.

The business experience of each of the above-mentioned nominees for the past
five or more years, and certain other biographical information, is set forth
below:

Joseph Khoshabe currently serves as the Company's Chairman and a member of
its Board of Directors. Prior to April 2003 and since 1986, Mr. Khoshabe
served as the Company's President and Chief Executive Officer. In
addition to serving as Chairman, Mr. Khoshabe is also responsible for the
Company's commercial lending operations. Prior to the Company's formation,
Mr. Khoshabe was an executive with the Cracker Jack Division of Borden,
Inc., where he was employed for approximately 17 years. Khoshabe holds a
Bachelor of Arts Degree in Business Administration/ Economics from Governors
State University and a Bachelor of Science/ Accounting from Tehran
University. Mr. Khoshabe is the father of Mr. Steve Khoshabe, our President
and Chief Executive Officer and a nominee for director.

John A. Clark was elected to the Company's Board of Directors in 1998.
Mr. Clark retired as the President and Chief Executive Officer of a Chicago
area commercial banking organization in April of 1997. During his 17 year
career as a senior executive with that organization, Mr. Clark helped
develop or acquire a number of financial institutions and, on the date of
his retirement, the organization was the largest bank holding company
headquartered in DuPage County, Illinois. He is presently the President of
SRJC, Inc., an organization that he formed in 1997 and that provides
financial consulting services to small and medium sized businesses.
Mr. Clark has a B.S. degree from the University of Wisconsin at Stevens
Point, Wisconsin.

James R. Zuhlke was elected to the Company's Board of Directors in 2001.
Mr. Zuhlke has over 25 years of experience as an insurance executive. During
that time, Mr. Zuhlke started and managed seven different insurance
companies, including both domestic and overseas captives. Mr. Zuhlke was
founder, President and Chairman of the Board of Intercargo Corporation,
which became publicly-traded in 1988. Until January 2004, Mr. Zuhlke served
as the President of Kingsway America, Inc., a holding company for six
operating subsidiaries of the Kingsway Financial Services Group, which
Mr. Zuhlke assisted in becoming a public company in 1995. Mr. Zuhlke also
serves as a director of a number of other companies. Mr. Zuhlke is
currently a private investor. Mr. Zuhlke received his BBA from the
University of Wisconsin in 1968 and also received his law degree from the
University of Wisconsin in 1971.

Robert S. Luce was elected to the Company's Board of Directors in 1998.
Mr. Luce is an attorney who has been practicing financial services law for
30 years. Mr. Luce attended the University of Illinois and received his law
degree from Loyola University School of Law (Chicago) in 1972. Mr. Luce was
an attorney with the United States Securities and Exchange Commission from
1972 to 1976 and was an adjunct professor of law at Loyola University of Law
(Chicago) in the area of securities regulations from 1972 to 1980. Mr. Luce
has served as corporate counsel to Fortune 500 companies and has been a
partner in two Chicago area law firms. Mr. Luce founded the law offices of
Robert S. Luce in 1989. In addition, Mr. Luce also serves as the President
of MDR Mortgage, a mortgage broker located in Palatine, Illinois.

Elliot R. Jacobs was elected to the Company's Board of Directors in 2001.
Mr. Jacobs is a professional in the mortgage banking industry. Mr. Jacobs is
a frequent speaker and contributing author on topics for the Mortgage
Bankers Association of America. Mr. Jacobs has been a director of the
mortgage banking strategies group of First Fidelity Capital Markets, Inc. of
Boca Raton, Florida since 1998. During the period from 1993 to 1998,
Mr. Jacobs was the director of the Mergers and Acquisitions group of
CoreStates Capital Markets, a division of CoreStates Bank of Fort
Lauderdale, Florida. Mr. Jacobs earned a B.S. in Accounting and an MBA in
Management Information Systems, with honors, from the American University.

Anthony W. Schweiger serves as the President and Chief Executive Officer of
The Tomorrow Group, LLC, a governance and management consultancy. Since
1992, he has been a director and Governance Chair of Radian Group Inc., a
NYSE traded global provider of credit enhancement products. He also serves
on Radian's Audit and Executive Committees. Since 2001, Mr. Schweiger has
served as a director of Paragon Technologies, Inc., an American Stock
Exchange traded provider of automated solutions for material flow
applications. He has also been an investor and director of Input
Technologies, LLC, a supplier of human-to-machine interface products and
services since February 1998. From 1983 until 1993, Mr. Schweiger served as
Chief Executive Officer of Meridian Mortgage Corporation. In his capacity
as a consultant, Mr. Schweiger advises various service and technology
businesses on governance, operational and strategic issues. Mr. Schweiger
is a graduate of the Wharton School of Finance & Commerce at the University
of Pennsylvania.

Steve Y. Khoshabe was named President and Chief Executive Officer of the
Company in April 2003. Mr. Khoshabe is responsible for the day-to-day
administration of all of the Company's operating activities, other than its
commercial lending operations, including supervision of its loan origination
activities, personnel management and financial matters. Mr. Khoshabe joined
the Company in December 1994 and was Executive Vice President and Chief
Financial Officer from 1998 to 2003. Mr. Khoshabe holds a Bachelor of
Science degree in Marketing/ Economics from Bradley University and a Masters
of Business Administration/ Finance from Loyola University of Chicago.
Mr. Steve Khoshabe is the son of Mr. Joseph Khoshabe, the Company's Chairman
and a member of its Board of Directors.

The business experience of each of the other named executive officers of the
Company for the past five or more years, and certain other biographical
information, is set forth below:

Robert L. Hiatt (age 38) was named Executive Vice President and Chief
Financial Officer of the Company in August 2003. Prior to joining the
Company, Mr. Hiatt served as Vice President and Chief Accounting Officer for
Novamed Eyecare, Inc., a publicly-traded healthcare company, where he worked
for six years. Prior to that, he worked at Arthur Andersen, LLP for nine
years. Mr. Hiatt received a B.S. in Accounting from Miami University of
Ohio.

Michael A. Kraft (age 44) has served as the Company's Corporate Counsel
since 2001. His responsibilities include advising the Company on general
legal issues, including contract, employment and compliance matters.
Mr. Kraft also manages any pending litigation matters in which the Company
is involved. Prior to joining the Company, Mr. Kraft was a member of Kane &
Fischer, Ltd., a Chicago, Illinois law firm concentrating in commercial,
business and securities litigation matters from 1995 to 2001. In addition to
receiving his J.D. from John Marshall Law School, Mr. Kraft holds a Masters
in Business Administration degree from Rosary College and a Bachelor of Arts
degree from Augustana College. Mr. Kraft has been a practicing attorney in
Illinois since 1988.

Jason K. Schiffman (age 32) has been with the Company since 1995 and
currently serves as Executive Vice President - Operations. Currently, he
oversees loan underwriting, closing and funding and quality control and
compliance functions, as well as heading up the Company's technology
efforts. Prior to managing the Company's operations, Mr. Schiffman was
responsible for one of its mortgage loan production units. Mr. Schiffman
holds a B.S. in Finance and Psychology from Elmhurst College.

Christian P. Kloster (age 32) has been with the Company since 1995 and
currently serves as Executive Vice President - Secondary Marketing. His
current responsibilities include managing our mortgage loan pipeline,
interest rate risk and loan delivery functions. Prior to joining the
Company, Mr. Kloster served as an Account Executive for Bank One Financial
Services. Mr. Kloster holds a B.S. in Finance from Wartburg College.

General

The Board of Directors is currently comprised of five directors who are
elected each year to serve on the board until the next annual meeting of
shareholders or until their successors are elected and qualified. The Board
of Directors has approved an amendment to the Company's Bylaws to increase
the size of the Board of Directors, effective at the Annual Meeting, to
seven directors. Currently, the directors are Messrs. Joseph Khoshabe, James
R. Zuhlke, John A. Clark, Robert S. Luce and Elliot R. Jacobs. The Board of
Directors has determined that each of the directors meets the "independence"
requirements of the American Stock Exchange currently applicable to the
Company, with the exception of Mr. Joseph Khoshabe, who is an executive
officer of the Company and Mr. Jacobs, who is a principal of an entity with
whom the Company has a business relationship.

The Board of Directors held six meetings during the Company's 2004 fiscal
year. All of the directors attended at least 75% of the meetings of the
Board of Directors and each of the meetings of the committees on which they
served. The Company encourages all of the members of the Board of Directors
to attend its annual meeting. Last year, all five of the members of the
Board of Directors attended the Company's annual meeting.

Audit Committee

The Company's Audit Committee appoints, retains and reviews the results and
services performed by the Company's independent auditors, reviews with
management and the internal audit department the systems of internal control
and internal audit reports and ensures that the Company's books and records
are kept in accordance with applicable accounting principles and standards.
During the 2004 fiscal year, the members of the Company's Audit Committee
were Messrs. Zuhlke (Chairman), Clark and Luce, each of whom meets the
"independence" requirements of the American Stock Exchange currently
applicable to the Company. If the shareholders approve the appointment of
Mr. Schweiger as a director of the Company, the Board of Directors intends
on appointing him to the Audit Committee as its chairman. The Company's
Audit Committee met four times during fiscal year 2004. The Board of
Directors and the Audit Committee recently adopted a new written charter,
which is available on the Company's website at www.ufmc.com.

Although the Board of Directors believes that each of the members of the
Audit Committee possesses knowledge and experience sufficient to understand
the complexities of the financial statements of the Company, the Company's
Audit Committee currently does not include an "audit committee financial
expert" as defined by regulations of the SEC. Based on Mr. Schweiger's
education, his previous experience as a chief financial officer and chief
executive officer, his participation on other audit committees and his
professional experience, the Board of Directors has determined that Mr.
Schweiger would qualify as an "audit committee financial expert".

Compensation Committee

The Company has established a Compensation Committee that sets the
compensation and benefits for the chief executive officer as well as reviews
the compensation and benefits for the other officers and employees of the
Company. During the 2004 fiscal year, the members of this committee were
Messrs. Zuhlke (Chairman), Clark and Luce. The Board of Directors has
adopted a written charter for the Compensation Committee, which is available
on the Company's website at www.ufmc.com.

Nominating & Governance Committee

The Board of Directors of the Company recently established a nominating
and governance committee, which will (i) identify and select qualified
individuals to serve as directors of the Company and nominate such
individuals for election as directors at the Company's annual meetings of
shareholders and (ii) develop and establish corporate governance policies.
The nominating and governance committee was established after, and thus held
no meetings during, the 2004 fiscal year. The members of this committee are
Mr. Joseph Khoshabe, Mr. Clark, and subject to his appointment as a
director, Mr. Schweiger. Mr. Clark does, and upon his appointment Mr.
Schweiger will, meet the "independence" requirements of the American Stock
Exchange currently applicable to the Company. Mr. Khoshabe, who does not
meet the "independence" requirements of the American Stock Exchange, was
appointed to the nominating and governance committee as a result of the
breadth of his relationships in the financial services industry. The Board
of Directors has adopted a written charter for the nominating and governance
committee, which is available on the Company's website at www.ufmc.com.

The nominating and governance committee does not currently have a formal
policy regarding the handling or consideration of director candidate
recommendations received from a shareholder or a formal policy for
identifying and evaluating nominees for directors (including nominees
recommended by shareholders). Although a formal policy has not yet been
adopted, the nominating and governance committee believes that nominees
for election to the Board of Directors must possess certain minimum
qualifications and attributes. These qualifications and attributes include
strong personal integrity, character and ethics and a commitment to ethical
business and accounting practices, demonstrated leadership skills and sound
judgment, exemplary management and communication skills, as well as an
ability to meet the standards and duties set forth in our code of business
conduct and ethics. It is also expected that directors should be willing to
devote sufficient time to carrying out their duties and responsibilities
effectively, and that they should be committed to serve on the Board for an
extended period of time. The nominating and governance committee will
evaluate potential nominees to determine if they have any conflicts of
interest that may interfere with their ability to serve as an effective
member of the Board of Directors and to ensure the nominees' "independence"
as necessary. Currently, the Company does not pay any fees to any third
party to identify or assist in identifying or evaluating nominees for
directors.

Shareholder Communications; Nomination and Proposal Procedures

Shareholder Communication with the Board of Directors. Shareholders of the
Company may contact any member of the Board of Directors, or the entire
Board of Directors, through the President and Chief Executive Officer either
in person, in writing or by phone at (630) 571-7222. Any communication will
promptly be forwarded to the Board of Directors as a group or to the
attention of a specified director. All letters should be mailed to United
Financial Mortgage Corp., 815 Commerce Drive, Oak Brook, Illinois 60523,
Attn: President and Chief Executive Officer and should indicate that the
author is a shareholder of the Company.

Shareholder Nominations. In order for a shareholder nominee to be considered
by the nominating & governance committee to be its nominee and included in
the Company's proxy statement, the nominating shareholder must file a
written notice of the proposed director nomination with the President and
Chief Executive Officer, at the above address, at least 120 days prior to
the date the previous year's proxy statement was mailed to shareholders.
Nominations must include the full name and address of the proposed nominee
and a brief description of the proposed nominee's business experience for at
least the previous five years and, as to the shareholder giving the notice,
his or her name and address, and the class and number of shares of the
Company's capital stock owned by that shareholder. All submissions must be
accompanied by the written consent of the proposed nominee to be named as a
nominee and to serve as a director if elected. The committee may request
additional information in order to make a determination as to whether to
nominate the person for director.

Other Shareholder Proposals. To be considered for inclusion in our proxy
statement and form of proxy relating to our annual meeting of shareholders,
the nominating stockholder must file a written notice of the proposal with
the President and Chief Executive Officer, at the above address, at least
120 days prior to the date the previous year's proxy statement was mailed to
stockholders, and must otherwise comply with the rules and regulations set
forth by the Securities and Exchange Commission.

Code of Ethics

The Company has adopted a Code of Business Conduct and Ethics applicable to
its directors, officers and employees, including its chief executive
officer, chief financial officer and other senior financial officers
performing accounting, auditing, financial management or similar functions.
The Company's Code of Business Conduct and Ethics is posted on the Investor
Information page of its web site at www.ufmc.com. The Company intends to
satisfy the disclosure requirements regarding any amendment to, or waiver
from, a provision of its Code of Business Conduct and Ethics by disclosing
such matters in the Investor Information page of its web site. Shareholders
may request a free copy of the Company's Code of Business Conduct and Ethics
by writing United Financial Mortgage Corp., Attn: Code of Ethics, 815
Commerce Drive, Suite 100, Oak Brook, IL 60523.

Director Compensation

In fiscal year 2004, each director of the Company received a monthly
retainer of $500. In addition, each director received $500 for attendance at
each meeting of the Board of Directors and $250 for attendance at each
committee meeting. The chairman of the Audit Committee received an
additional $250 for attendance at each Audit Committee meeting. Beginning in
fiscal year 2005, each member of the Board of Directors will be entitled to
receive a monthly retainer of $1,000. In addition, each director will be
entitled to receive $500 for attendance at each meeting of the Board of
Directors and each committee. The chairman of the Audit Committee will
receive an additional annual retainer of $5,000. In addition, each member
of the Board of Directors will be entitled to participate in the Company's
Stock Incentive Plan discussed herein. Each director will be entitled to
receive a grant of either options to purchase 10,000 shares of the Company's
Common Stock or 2,000 shares in the form of restricted stock.

_____________________________

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YOUR
SHARES FOR THE ELECTION OF THE NOMINEES
_____________________________

PROPOSAL 2: ADOPTION OF THE UNITED FINANCIAL MORTGAGE CORP. 2004 STOCK
INCENTIVE PLAN

In connection with the expiration of the Company's Non-Qualified and
Incentive Stock Option Plan ("Stock Option Plan") in December of 2003, the
Board of Directors has deemed that it is in the best interest of the Company
and our shareholders to adopt a new stock incentive plan that would be a
successor to the Stock Option Plan. The Board of Directors approved the
United Financial Mortgage Corp. 2004 Stock Incentive Plan (the "2004 Plan")
on July 26, 2004, subject to shareholder approval. The purpose of the 2004
Plan is to enable the Company to attract and retain top quality employees,
officers, directors, consultants and advisors ("service providers") and to
provide these persons with an incentive to enhance shareholder returns. The
Board of Directors believes that options and other equity-based incentives
are an important part of the compensation package the Company offers to its
employees, officers, directors, consultants and advisors.

The affirmative vote of the holders of a majority of the shares of Common
Stock present in person or by proxy at the annual meeting is required to
approve the amendment of the Stock Incentive Plan.

SUMMARY OF THE UNITED FINANCIAL MORTGAGE CORP. 2004 STOCK INCENTIVE PLAN

Set forth below is a summary of the 2004 Plan, which is qualified in its
entirety by the specific language of the 2004 Plan. A copy of the 2004 Plan
presented for shareholder approval is included at the end of this Proxy
Statement as Appendix A. Shareholders are urged to read the complete text of
the 2004 Plan.

Description of the 2004 Plan

The 2004 Plan provides for the grant of options, stock appreciation rights,
restricted stock, restricted stock units, performance shares and other stock
based awards (each, an "award"), any of which may or may not require the
satisfaction of performance objectives, to employees, officers, directors,
consultants and advisors of the Company and its subsidiaries. The 2004 Plan
will be administered by the Compensation Committee of the Board of Directors
(the "Committee"), which has discretion to select the participants and to
establish the terms and conditions of each award, subject to the provisions
of the 2004 Plan. Options granted to employees and officers under the 2004
Plan may be "incentive stock options" as defined in Section 422 of the
Internal Revenue Code of 1986, as amended, or the Code, or nonqualified
options. Options granted to directors, consultants and advisors may be
nonqualified options.

The Board of Directors believes that the granting of equity compensation
awards is necessary to attract the highest quality personnel as well as to
reward and thereby retain existing key personnel. Moreover, the attraction
and retention of such personnel is essential to our continued progress,
which ultimately is in the interests of our shareholders.

Shares Subject to the 2004 Plan

A total of 400,000 shares of the Company's Common Stock have been reserved
for issuance under the 2004 Plan. If any award granted under the 2004 Plan
expires, terminates or is cancelled for any reason, then the shares subject
to that award will once again be available for additional awards.
Additionally, no shares will have been deemed to have been issued under the
2004 Plan with respect to any portion of an award that has been settled
in cash. Options outstanding under the Stock Option Plan will remain
outstanding until exercised or until they terminate or expire by their
terms. On August 9, 2004, the closing price for shares of the Common Stock
on the American Stock Exchange was $4.80 per share.

Because the granting of awards under the 2004 Plan is subject to the
discretion of the Committee, awards under the 2004 Plan for the current year
are indeterminable.

Stock Options

A stock option is the right to purchase a certain number of shares of stock,
at a certain exercise price, in the future. The exercise price of incentive
stock options may not be less than 100% of the fair market value of the
Common Stock as of the date of grant, or 110% of the fair market value if
the grant is to an individual who owns more than 10% of the total combined
voting power of all classes of the Company's capital stock. The 2004 Plan
limits to $100,000 the aggregate value of Common Stock for which incentive
stock options may first become exercisable in any calendar year under the
2004 Plan. The Compensation Committee will determine the exercise price of
nonstatutory stock options granted under the 2004 Plan. Nonstatutory stock
options also may be granted without regard to any restriction on the amount
of Common Stock to which the option may first become exercisable in any
calendar year.

Subject to the limitations contained in the 2004 Plan, options granted under
the 2004 Plan will become exercisable at times and in installments as the
Committee provides in the terms of each individual stock option agreement.
Any options that were not exercisable on the date of termination of
employment immediately terminate at that time. Any options that are
exercisable on the date of termination will remain exercisable only in
accordance with the 2004 Plan and the option agreement. Incentive stock
options granted under the 2004 Plan may not be exercised more than 10 years
after the date of grant, or five years after the date of grant if the grant
is to an individual who owns more than 10% of the total combined voting
power of all classes of the Company's capital stock. Under the 2004 Plan,
options may not be transferred other than by will or by the laws of descent
and distribution, by gift for estate planning purposes or pursuant to a
certified domestic relations order.

Stock Appreciation Rights

A stock appreciation right is the right to receive the appreciation in the
fair market value of the Company's Common Stock between the exercise date
and the date of grant, for the number of shares with respect to which the
stock appreciation right is exercised. The payment may be made either in
cash or in stock or a combination of cash and stock in the Company's or the
Compensation Committee's discretion.

Restricted Stock

Restricted stock awards are awards of shares that vest in accordance with
terms and conditions established by the Committee. The Committee may impose
whatever conditions and restrictions its determines to be appropriate,
including continued employment or the achievement of performance objectives.
The terms of any restricted share award under the 2004 Plan will be set
forth in a restricted stock agreement to be entered into between the Company
and each grantee. The Committee will determine the terms and conditions of
any restricted stock agreements, which need not be identical. Generally, if
the grantee's employment terminates prior to the lapse of the restrictions
applicable to the award, the award will lapse. The Committee will have the
power to accelerate the expiration of an applicable restriction period with
respect to any part or all of restricted stock awarded to a grantee. During
the restriction period, the grantee may vote the shares and receive
dividends, if any are declared.

Restricted Stock Units

The Committee may also grant restricted stock units under the 2004 Plan.
Restricted stock units may consist of restricted stock, performance share or
performance unit awards that the Committee permits, in its sole discretion,
to be paid out in installments or on a deferred basis, in accordance with
procedures established by the Committee.

Performance Units and Performance Shares

Under the 2004 Plan, the Committee may also grant performance units and
performance shares. Performance units and performance shares are awards that
will result in a payment to a participant only if performance goals
established by the Committee are achieved or the awards otherwise vest. The
Committee will establish performance goals in its discretion, which,
depending on the extent to which they are met, will determine the number
and/or the value of performance units and performance shares to be paid out
to participants. The performance goals may be based upon the achievement of
company-wide, divisional or individual goals, applicable securities laws or
other basis determined by the Committee. Payment for performance units and
performance shares may be made in cash or in shares of the Company's Common
Stock with equivalent value, or in some combination, as determined by the
Committee. Performance units will have an initial dollar value established
by the Committee prior to the grant date. Performance shares will have an
initial value equal to the fair market value of the Company's Common Stock
on the grant date. To the extent the performance objectives are not met by a
date set out in the award agreement for the performance unit or performance
shares, all unearned or unvested performance units and performance shares
will be forfeited. The Committee may reduce or waive any performance
objectives for performance units and performance shares.

Other Stock Based Awards

The Committee has the authority to create awards under the 2004 Plan in
addition to those specifically described in the 2004 Plan.

Change of Control

The 2004 Plan provides generally that in the event of a "change of control,"
the successor corporation will assume or substitute an equivalent award for
each outstanding award. Unless determined otherwise by the Committee, any
outstanding options or stock appreciation rights not assumed or substituted
for will be fully vested and exercisable, including as to shares that would
not otherwise have been vested and exercisable, for a period of up to 15
days from the date of notice to the optionee. The option or stock
appreciation right will terminate at the end of such period. Unless
determined otherwise by the Committee, any restricted stock, performance
shares, performance units, restricted stock units or other stock based
awards not assumed or substituted for will be fully vested as to all of the
shares subject to the award, including shares which would not otherwise be
vested. In the event an outside director is terminated immediately prior to
or following a change of control, other than pursuant to a voluntary
resignation, the awards he or she received under the 2004 Plan will fully
vest and become immediately exercisable.

Administration

The Committee will administer the 2004 Plan. Subject to terms, conditions
and other provisions in the 2004 Plan, the Committee will select service
providers who receive awards, determine the amount of each award and
establish the terms and conditions of the awards. The Committee may
interpret the 2004 Plan and award agreements and adopt rules, regulations,
forms and agreements relating to, and not inconsistent with, the 2004 Plan.
All decisions made by the Committee in administering the 2004 Plan are
subject to the review of the Board of Directors.

Amendment to or Termination of the 2004 Plan

The Board of Directors or the Committee may at any time amend, alter,
suspend, discontinue or terminate the 2004 Plan, subject to shareholder
approval if shareholder approval is required by federal or state law or by
the rules of any stock exchange or automated quotation system on which the
Common Stock is listed or quoted. However, no amendment or alteration of the
Plan may materially and adversely affect the rights of any grantee, unless
consented to by the grantee. The 2004 Plan is effective for 10 years, unless
sooner terminated. Termination of the 2004 Plan will not affect the
Committee's ability to exercise the powers granted to it under the 2004 Plan
with respect to awards granted under the 2004 Plan prior to the date of such
termination.

Adjustments

In the event of a recapitalization, reclassification, reorganization, stock
split, reverse stock split, combination of shares, stock dividend or similar
transaction affecting the Company's Common Stock, the number of shares and
interests awarded and which may be awarded under the 2004 Plan and their
exercise prices shall be adjusted accordingly.

The impact of a merger or other reorganization of the Company on outstanding
stock options, stock appreciation rights, restricted share awards and
restricted stock units granted under the 2004 Plan shall be specified in the
agreement relating to the merger or reorganization, subject to the
limitations and restrictions set forth in the 2004 Plan. Such agreement
shall provide for the continuation of outstanding awards if the Company is
the surviving corporation, assumption of outstanding awards by the surviving
corporation, substitution by the surviving corporation of its own awards for
outstanding awards under the 2004 Plan, accelerated vesting and accelerated
expiration of outstanding awards, or settlement of outstanding awards in the
form of the consideration received by holders of the Common Stock in the
transaction.

Certain Federal Income Tax Consequences

Incentive stock options granted under the 2004 Plan generally will be
afforded favorable federal income tax treatment under the Internal Revenue
Code (the "Code"). If an option is treated as an incentive stock option, the
optionee will recognize no income upon grant or exercise of the option
unless the alternative minimum tax rules apply. Upon an optionee's sale of
the shares (assuming that the sale occurs more than two years after grant of
the option and more than one year after exercise of the option), any gain
will be taxed to the optionee as long-term capital gain. If the optionee
disposes of the shares prior to the expiration of either of the above
holding periods, then the optionee will recognize ordinary income in an
amount generally measured as the difference between the exercise price and
the fair market value of the shares at the exercise date. Any gain
recognized on such a premature sale of the shares in excess of the amount
treated as ordinary income will be characterized as capital gain.

All other options granted under the 2004 Plan will be nonstatutory stock
options and will not qualify for any special tax benefits to the optionee.
An optionee will not recognize any taxable income at the time he or she is
granted a nonstatutory stock option. Alternatively, upon exercise of the
nonstatutory stock option, the optionee will recognize ordinary income for
federal income tax purposes in an amount generally measured as the excess of
the then fair market value of each share over its exercise price. Upon an
optionee's resale of such shares, any difference between the sale price and
the fair market value of such shares on the date of exercise will be treated
as capital gain or loss and will generally qualify for long term capital
gain or loss treatment if the shares have been held for more than one year.
The Code provides for reduced tax rates for long term capital gains based on
the taxpayer's income and the length of the taxpayer's holding period.

The recipient of a restricted share award will generally recognize ordinary
compensation income when such shares are no longer subject to a substantial
risk of forfeiture, based on the excess of the value of the shares at that
time over the price, if any, paid for such shares. However, if the recipient
makes a timely election under the Code to be subject to tax upon the receipt
of the shares, the recipient will recognize ordinary compensation income at
that time equal to the fair market value of the shares over the price paid,
if any, and no further ordinary compensation income will be recognized when
the shares vest. However, if after making such an election, the recipient is
required to forfeit the shares, no deduction will be allowed for federal
income tax purposes with respect to the forfeited shares.

In the case of an exercise of a stock appreciation right or an award of
stock units, the recipient will generally recognize ordinary income in an
amount equal to any cash received and the fair market value of any shares
received on the date of payment or delivery.

The Company is generally entitled to a deduction for Federal income tax
purposes equal to the amount of ordinary compensation income recognized by
the recipient of an award at the time such income is recognized.

The foregoing does not purport to be a complete summary of the federal
income tax considerations that may be relevant to holders of options or
restricted shares, or to the Company. It also does not reflect provisions of
the income tax laws of any municipality, state or foreign country in which
an optionee may reside, nor does it reflect the tax consequences of an
optionee's death.
_____________________________

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YOUR SHARES
FOR THE ADOPTION OF THE UNITED FINANCIAL MORTGAGE CORP. 2004 STOCK INCENTIVE
PLAN
_____________________________

PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS

The Company's Audit Committee intends on engaging Crowe Chizek to audit the
financial statements of the Company for the year ended April 30, 2005,
subject to the ratification of the engagement by the Company's shareholders.
A representative of Crowe Chizek is expected to attend the Annual Meeting
and will have the opportunity to make a statement, if he or she so desires,
as well as to respond to appropriate questions that may be asked by a
shareholder. If the appointment of the auditors is not ratified, the matter
of the appointment of the auditors will be considered by the Company's Audit
Committee.

_____________________________

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YOUR SHARES
FOR THE RATIFICATION OF THE ENGAGEMENT OF CROWE CHIZEK AND COMPANY LLC
_____________________________

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth information, to the knowledge of the Board of
Directors, as of August 9, 2004, regarding share ownership of (i) those
persons or entities known by the Company to beneficially own more than five
percent of the Company's Common Stock; (ii) each director and each executive
officer named in the summary compensation table; and (iii) all directors and
executive officers as a group.

Shares Beneficially
Owned (1)
--------------------
Name and Address of Beneficial Owner Number Percent
---------------------------------------- --------- -------
Joseph Khoshabe (2)(3) 2,241,961 37.49%
Steve Y. Khoshabe (2) 100,300 1.66%
Robert L. Hiatt (2) 600 *
Michael A. Kraft (2)(4) 1,860 *
Jason K. Schiffman (2)(5) 16,320 *
Christian P. Kloster (2)(6) 25,430 *
John A. Clark (2)(7) 68,000 1.14%
Robert S. Luce (2)(8) 8,100 *
Elliot R. Jacobs (2) 13,000 *
James R. Zuhlke (2) 10,000 *
Anthony W. Schweiger - -
All directors and executive officers 2,318,371 40.53%
as a group (10 persons)
Laurence B. Woznicki 374,870 6.29%
1336 West George Street
Chicago, Illinois 60657

_________________________
* Less than 1%

(1) Calculated pursuant to Rule 13d-3(d) under the Securities Exchange
Act of 1934. Unless otherwise stated in these notes, each person has
sole voting and investment power with respect to all such shares. Under
Rule 13d-3(d), shares not outstanding which are subject to options
exercisable within 60 days are deemed outstanding for the purpose of
computing the number and percentage owned by such person, but are not
deemed outstanding for the purpose of computing the percentage owned by
each other person listed. The following persons have the right to
acquire within 60 days the following number of shares of the Company's
Common Stock upon the exercise of stock options: Mr. Joseph Khoshabe -
16,000; Mr. Steve Khoshabe - 78,600; Mr. Hiatt - 600; Mr. Schiffman -
13,800; Mr. Kraft - 1,800; Mr. Kloster - 24,200; Mr. Clark - 8,000; Mr.
Luce - 8,000; Mr. Jacobs - 8,000; Mr. Zuhlke - 8,000.

(2) Each of the officers and directors may be contacted through the
Company's offices located at 815 Commerce Drive, Oak Brook, Illinois
60523.

(3) Includes 2,225,961 shares held by The Joseph Khoshabe Trust, under
Trust Agreement dated September 22, 1995, referred to as the J. K.
Trust, of which Mr. Joseph Khoshabe, the Company's Chairman, is
trustee. Mr. Joseph Khoshabe originally purchased the shares and then
had them registered in the name of the J. K. Trust for estate planning
purposes.

(4) Includes 10 shares held by Mr. Kraft's spouse and 40 shares held by
Mr. Kraft's children.

(5) Includes 70 shares held by members of Mr. Schiffman's family.

(6) Includes 10 shares held by Mr. Kloster's spouse and 10 shares held by
Mr. Kloster's child.

(7) Includes 60,000 shares held by the Rosalie E. Clark Trust under trust
agreement dated October 22, 1990, as amended on May 9, 1997.

(8) Includes 100 shares held by Mr. Luce's spouse.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's executive officers and directors and persons who own more than 10%
of Common Stock file reports of ownership and changes in ownership with the
Securities and Exchange Commission and with the exchange on which shares of
the Company Common Stock are traded. Such persons are also required to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on the Company's review of the copies of such forms furnished to the
Company and, if appropriate, representations made to the Company by any such
reporting person concerning whether a Form 5 was required to be filed for
the 2004 fiscal year, the Company is not aware that any of its directors and
executive officers or 10% shareholders failed to comply with the filing
requirements of Section 16(a) during the 2004 fiscal year.

EXECUTIVE COMPENSATION

Presented below is a Summary Compensation Table that sets forth the
remuneration of the Company's chief executive officer and the four most
highly compensated executive officers of the Company whose salary and bonus
exceeded $100,000 during the fiscal year ended April 30, 2004:

Summary Compensation Table
Long Term
Annual Compensation Compensation
--------------------------------------- ------------
Other Securities
Fiscal Compensation Underlying
Name and Principal Position Year Salary Bonus (1)(2) Options (#)
------------------------------- ---- ------- ------- ------ -----------

Joseph Khoshabe, Chairman 2004 $441,667 $ - $15,108(3) 10,000(4)
2003 250,000 546,054 8,401 25,000(4)
2002 250,500 130,000 10,354 5,000

Steve Y. Khoshabe, President 2004 250,000 175,000 10,003 33,000
and Chief Executive Officer 2003 165,000 465,792 3,664 90,000
2002 140,000 120,000 3,739 20,000

Robert L. Hiatt, Executive 2004 88,542 36,110 240 3,000
Vice President & Chief 2003 - - - -
Financial Officer (5) 2002 - - - -

Michael A. Kraft, Executive 2004 135,000 12,447 10,003 3,000
Vice President & Corporate 2003 135,000 5,000 12,977 3,000
Counsel (6) 2002 56,250 - 5,198 -

Jason K. Schiffman, Executive 2004 122,292 51,110 13,778(7) 15,000
Vice President-Operations 2003 60,000 61,216 1,871 16,000
2002 58,600 36,644 1,359 3,000

Christian P. Kloster, Executive 2004 60,000 96,302 6,518(7) 15,000
Vice President - Secondary 2003 60,000 61,216 3,038 22,500
Marketing 2002 56,875 38,632 1,169 3,000
_______________________________

(1) Includes annual health insurance premiums paid for the named
executive officers and their dependents.

(2) Does not include annual car allowances payable as follows for each of
the 2004, 2003 and 2002 fiscal years: Mr. Joseph Khoshabe - $25,000;
Mr. Steve Khoshabe - $12,000; Mr. Schiffman - $5,000; Mr. Kloster -
$5,000. Does not include annual car allowance for 2004 of $3,750
for Mr. Hiatt.

(3) Includes compensation of $8,500 as a member of the Board of Directors.

(4) 2004 and 2003 option grants include 10,000 and 5,000 options,
respectively, granted to Mr. Khoshabe as a member of the Company's
Board of Directors.

(5) Mr. Hiatt was hired August 18, 2003.

(6) Mr. Kraft was hired December 3, 2001.

(7) Includes commissions received related to loans originated by the
executive officers.

Option Grants in Last Fiscal Year

% of Total
Options Options Granted Exercise or
Granted to Employees in Base Price Expiration
Name (#) Fiscal Year(1) ($/Share) Date
------------------- ------- --------------- ---------- ----------
Joseph Khoshabe (2) - - % $ 6.70 12/10/08

Steve Y. Khoshabe 33,000 40.99 6.70 12/10/08

Robert L. Hiatt 3,000 3.73 6.70 12/10/08

Michael A. Kraft 3,000 3.73 6.70 12/10/08

Jason K. Schiffman 15,000 18.63 6.70 12/10/08

Christian P. Kloster 15,000 18.63 6.70 12/10/08
_______________________________

(1) Excludes 50,000 options granted in aggregate to the members (10,000
each) of the Company's Board of Directors at an exercise price of
$6.70.

(2) Excludes 10,000 options granted to Mr. Joseph Khoshabe as a member of
the Company's Board of Directors at an exercise price of $6.70.

No options were exercised by any of the named executive officers during the
fiscal year ended April 30, 2004.

Stock Option Plan

The Company maintained a Non-qualified and Incentive Stock Option Plan which
provides for the grant of non-qualified stock options and incentive stock
options. This plan expired in December 2003. Under the plan, 500,000 shares
of Common Stock were reserved for issuance. Each option granted under the
plan vests as specified by the Company's Board of Directors and has a term
of not more than ten years. The exercise price of options granted is at
least equal to market value on the date of grant. The plan also contained
customary change in control provisions. Non-qualified stock options for
433,100 shares have been granted to employees and directors at a weighted
average exercise price of $4.12 per share.

401(k) Plan

The Company sponsors a 401(k) defined contribution profit sharing plan,
which covers substantially all employees that have attained the age of 18.
Employee contributions are limited to the maximum contributions allowed by
the Internal Revenue Service. The plan allows for the Company to make
matching contributions of up to 15% of employee compensation. There was no
employer matching contribution in the 2004 or 2003 fiscal years by the
Company under the 401(k) plan sponsored by the Company.

Employment Agreements

Effective as of August 1, 2003, the Company entered into employment
agreements with Messrs. Joseph and Steve Y. Khoshabe, who are referred to in
this discussion as the executives. The purpose of the employment agreements
is to ensure the continued employment of the executives with the Company.
The employment agreements generally are identical except for differences in
the cash compensation and incentive payments for each of the executives.

The employment agreements provide for: (i) an initial annual base salary
equal to $450,000 and $250,000 for Joseph Khoshabe and Steve Y. Khoshabe,
respectively, which may be adjusted annually by the Company's Board of
Directors, but not below $250,000 and $200,000, respectively; (ii) medical
and other benefits; and, (iii) an automobile allowance.

Each employment agreement has an initial term (two years for Joseph
Khoshabe, three years for Steve Khoshabe), with automatic one-year
extensions on August 1 (beginning in 2005 for Joseph Khoshabe and in 2006
for Steve Khoshabe) unless the Company or the executive provides a notice of
non-extension at least 30 days prior to the extension date. The Company
will not be obligated to pay or provide to the executive salary or benefits
(other than those payable as of the date of termination) in the event that
(i) the executive terminates his employment or (ii) the Company terminates
the executive's employment "for cause." The term "for cause" is defined in
the employment agreements to mean the death or disability of the executive,
the executive's serious misconduct in or habitual neglect of the performance
of his duties, the conviction of the executive of a felony or act of fraud
or breach of trust against the Company, the executive being guilty of any
act of moral turpitude, a substance abuse problem of the executive that
materially affects the performance of his duties or materially injures the
Company and the willful or gross misconduct of the executive which causes
financial harm or damage to the Company. In some cases, the executive may be
entitled to cure the grounds that give rise to the "for cause" termination.
In the event that the Company terminates the executive other than "for
cause," the Company will be obligated to, among other things, pay to the
executive his base salary and a pro rated portion of his most recent bonus
for the remaining unexpired term of the agreement.

The employment agreements also include a covenant that will limit the
ability of each executive to compete with the Company during the executive's
employment with the Company and for a period of one year following the
termination of the executive's employment. In addition, for two years
following the end of each of the executive's employment, the executive is
subject to confidentiality requirements.

Compensation Committee Interlocks and Insider Participation

During the 2004 fiscal year, the Company's Compensation Committee was
comprised of Messrs. Zuhlke, Clark and Luce. No member of the Compensation
Committee was an officer or employee of the Company during the fiscal year
2004.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The incorporation by reference of this proxy statement into any document
filed with the Securities and Exchange Commission by the Company shall not
be deemed to include the following report unless the report is specifically
stated to be incorporated by reference into such document.

The Compensation Committee is comprised of three members and operates under
a written charter. The Committee reviews the compensation of the Chief
Executive Officer and makes recommendations regarding the compensation of
the other executive officers.

In determining the compensation appropriate for the Chief Executive Officer
and the other members of senior management, the Committee considers a broad
range of compensation approaches and evaluates each particular approach, in
part, based on whether the approach is likely to provide incentives to
the Chief Executive Officer and the other members of senior management to
meet the business objectives of the Company. Consistent with these
considerations, the Committee approved the execution of an employment
agreement with the Chief Executive Officer. The employment agreement sets
forth the parameters of the Chief Executive Officer's compensation
arrangements including the base salary and bonus structure. The compensation
for the Chief Executive Officer for the 2004 fiscal year (including the
Chief Executive Officer's bonus which is based on the Company's return on
equity) was consistent with the terms of the employment agreement and the
priorities established by the Compensation Committee.

Other forms of incentive compensation (consisting primarily of stock option
grants) awarded to the Chief Executive Officer and the other members of
senior management were also consistent, in the view of the Committee, with
the goal of aligning the interests of the Chief Executive Officer and senior
management with those of the Company's shareholders. The Committee believes
the use of equity based compensation has had its intended effect and has
resulted in significant enhancement of shareholder value.

Compensation Committee
----------------------
James R. Zuhlke (Chairman)
Robert S. Luce
John A. Clark

AUDIT COMMITTEE REPORT

The Audit Committee is comprised of three independent directors and operates
under a written charter. The Audit Committee held four meetings in 2004.
The Audit Committee held meetings with the independent auditors, both with
and without management present, on the results of their examinations and the
overall quality of the Company's financial reporting and internal controls.

In discharging its oversight responsibility as to the audit process, the
Audit Committee obtained from the independent auditors a formal written
statement describing all relationships between the auditors and the Company
that might bear on the auditors' independence consistent with Independence
Standards Board Standard No. 1 "Independence Discussions with Audit
Committees" and discussed with the auditors any relationships that may
impact their objectivity and independence. The Audit Committee discussed and
reviewed with the independent auditors all communications required by
generally accepted auditing standards, including those described in
Statement on Auditing Standards No. 61, as amended, "Communication with
Audit Committees". The Audit Committee reviewed and discussed the audited
consolidated financial statements of the Company as of and for the fiscal
year ended April 30, 2004, with management and the independent auditors.

Management of the Company is responsible for the preparation, presentation
and integrity of the Company's financial statements, the Company's
accounting and financial reporting principles, and internal controls
designed to assure compliance with accounting standards and applicable laws
and regulations. The independent auditors are responsible for auditing the
Company's financial statements and expressing an opinion as to their
conformity with accounting principles generally accepted in the United
States. Management has represented to the Audit Committee that the Company's
financial statements were prepared in accordance with generally accepted
accounting principles. It is not the duty of the Audit Committee to plan or
conduct audits or to determine that the Company's financial statements are
complete and accurate and in accordance with generally accepted accounting
principles.

Based on the above-mentioned review and discussions with management and the
independent auditors, the Audit Committee recommended to the Board of
Directors that the Company's audited consolidated financial statements be
included in its Annual Report on Form 10-KSB for the fiscal year ended April
30, 2004, for filing with the Securities and Exchange Commission.

Audit Committee
---------------
James R. Zuhlke (Chairman)
Robert S. Luce
John A. Clark

Accounting Fees and Services

Audit Fees. The aggregate fees and expenses billed by Crowe Chizek in
connection with the audit of the Company's annual financial statements as of
and for the years ended April 30, 2004 and 2003 and for the required review
of the Company's interim financial statements included in its Form 10-QSB
filings for the fiscal years 2004 and 2003 were, $44,000 and $42,000,
respectively.

Audit-Related Fees. The aggregate amounts of audit-related fees billed by
Crowe Chizek for the years ended April 30, 2004 and 2003 were $29,188 and
$1,000, respectively. The majority of these services in fiscal year 2004
related to the performance of audit-related services in connection with the
Company's public offering that was consummated in December 2003.

Tax Fees. The aggregate amounts of tax fees billed by Crowe Chizek for the
years ended December 31, 2003 and 2002 were $19,375 and $1,175,
respectively, for professional services rendered for tax compliance, tax
advice and tax planning.

All Other Fees. The aggregate fees and expenses billed by Crowe Chizek for
all other services provided by Crowe Chizek during the years ended April 30,
2004 and 2003 were $15,525 and $1,620, respectively. The majority of these
fees related to services provided by Crowe Chizek in connection with the
Portland Mortgage Company acquisition as well as research related to state
tax compliance.

The Company's Audit Committee generally pre-approves all audit, audit-
related, tax and other services proposed to be provided by the Company's
independent auditor prior to engaging the auditor for that purpose. In the
alternative, the Audit Committee may establish parameters pursuant to which
management may engage the Company's independent accountant. Approximately 3%
of the audit-related fees, tax fees and all other non-audit fees were
approved by the Company's Audit Committee as a result of a waiver of the
pre-approval requirement.

The Company's Audit Committee, after consideration of the matter, does not
believe that the rendering of these services by Crowe Chizek to be
incompatible with maintaining its independence as the Company's principal
auditors.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has entered into a compensation agreement with First Fidelity
Capital Markets, Inc. of which Mr. Elliot Jacobs, one of the Company's
directors, is a principal. This agreement provides for First Fidelity to
receive ten percent of net revenues earned by any mortgage banking or other
opportunity introduced to the Company by First Fidelity. The arrangement
contemplates that First Fidelity's services may include locating and
analyzing mortgage banking transactions that may have potential interest to
the Company and its present or future business operations; presenting this
analysis to the Company's senior management for their review and
consideration; negotiating and coordinating with the prospective business
candidates and the Company; and providing consulting services with respect
to issues that arise during the course of contract negotiations and through
the consummation of a transaction. As of April 30, 2004, the Company has
entered into one mortgage banking transaction with a person introduced to it
by First Fidelity for which the Company paid First Fidelity compensation in
the amount of $151,841 during fiscal year 2004.

The Company has also entered into a letter agreement with SRJC, Inc. (SRJC),
of which Mr. John Clark, one of the Company's directors, is President.
Pursuant to the letter agreement, SRJC provides consulting services from
time to time. The Company pays SRJC a consulting fee of $5,000 per month
only during the periods in which SRJC provides services. SRJC may be
entitled to receive additional compensation in the event that certain
strategic initiatives are implemented.

In the normal course of business, the Company makes loans to employees other
than officers and directors. These loans, which were $11,889 and $53,984 at
April 30, 2004 and 2003, respectively, represented advances of salary and
commission to some of the Company's employees. The Company also makes
mortgage loans in the ordinary of business to its employees and its
directors and executive officers. The Company makes these mortgage loans on
terms that are no more favorable than those offered by the Company to the
general public for similar mortgage loans.

PROPOSALS OF SHAREHOLDERS

Proposals of shareholders intended to be presented at the 2005 Annual
Meeting of Shareholders must be received by the President and Chief
Executive Officer, 815 Commerce Drive, Oak Brook, Illinois 60523, no later
than May 16, 2005 in order for such proposal to be included in the Company's
2005 proxy statement and form of proxy.

FAILURE TO INDICATE CHOICE

IF ANY SHAREHOLDER FAILS TO INDICATE A CHOICE IN PROPOSAL (1) ON THE PROXY,
THE SHARES OF SUCH SHAREHOLDER SHALL BE VOTED (FOR) EACH OF THE NOMINEES. IF
ANY SHAREHOLDER FAILS TO INDICATE A CHOICE IN PROPOSAL (2) ON THE PROXY, THE
SHARES OF SUCH SHAREHOLDER SHALL BE VOTED (FOR) THE ADOPTION OF THE UNITED
FINANCIAL MORTGAGE CORP. 2004 STOCK INCENTIVE PLAN. IF ANY SHAREHOLDER FAILS
TO INDICATE A CHOICE IN PROPOSAL (3) ON THE PROXY, THE SHARES OF SUCH
SHAREHOLDER SHALL BE VOTED (FOR) THE RATIFICATION OF THE ENGAGEMENT OF CROWE
CHIZEK AND COMPANY LLC AS THE INDEPENDENT AUDITORS OF THE COMPANY.

FORM 10-KSB

The Company will furnish, without charge, a copy of its annual report on
Form 10-KSB for the fiscal year ended April 30, 2004, including the
financial statements and the schedules and exhibits thereto, upon written
request of any shareholder of the Company. Requests for such materials
should be directed to Robert Hiatt, Chief Financial Officer, United
Financial Mortgage Corp., 815 Commerce Drive, Suite 100, Oak Brook, Illinois
60523. In addition, the Company's annual report on Form 10-KSB is available
through the Company's website at www.ufmc.com and the SEC's website at
www.sec.gov.

OTHER BUSINESS

It is not anticipated that any matters will be presented to the shareholders
other than those mentioned in this proxy statement. However, if other
matters are brought before the meeting, it is intended that the persons
named in the proxies will vote those proxies, insofar as the same are not
limited to the contrary, in their discretion.

By Order of the Board of Directors,

August 16, 2004 /s/ Joseph Khoshabe
Oak Brook, Illinois Joseph Khoshabe
Chairman

EXHIBIT A
---------

UNITED FINANCIAL MORTGAGE CORP.

2004 Stock Incentive Plan

1. PURPOSE OF THE PLAN.
-------------------
The UNITED FINANCIAL MORTGAGE CORP. 2004 STOCK INCENTIVE PLAN (the
"Plan") is intended to provide a means whereby directors, officers,
employees, consultants and advisors of UNITED FINANCIAL MORTGAGE CORP., an
Illinois corporation (the "Company"), and the Related Corporations may
sustain a sense of proprietorship and personal involvement in the continued
development and financial success of the Company and the Related
Corporations, and to motivate and encourage them to remain with and devote
their best efforts to the business of the Company and the Related
Corporations, thereby advancing the interests of the Company and its
stockholders. In addition, the Plan is intended to provide incentives that
will attract and retain highly qualified individuals as directors, officers,
employees, consultants and advisors, and to assist in aligning the interests
of such persons with the interests of the stockholders of the Company. The
Company may permit certain directors, officers, employees, consultants and
advisors to acquire Shares or otherwise participate in the financial success
of the Company, on the terms and conditions established herein.

2. DEFINITIONS.
-----------
The following terms, when used herein and unless the context clearly
requires otherwise, shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms
defined):

(a) "Award" means individually or collectively, a grant under the Plan
of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, Performance Shares or Other Stock Based Awards.

(b) "Board" means the board of directors of the Company.

(c) "Cause" means either (i) in the case of an employee with a then-
current written employment agreement with the Company or a Related
Corporation, "Cause" as defined under that agreement, and (ii) in all other
cases, the commission of fraud or an act or acts of dishonesty, the
misappropriation of or intentional damage to the property or business of the
Company or a Related Corporation, the failure to fulfill the duties and
responsibilities of a regular position and/or comply with the Company's or a
Related Corporation's policies, rules or regulations, or the conviction of a
felony.

(d) "Change of Control" means:

(i) the consummation of the acquisition by any person (as such
term is defined in Section 13(d) or 14(d)(2) of the Exchange Act) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of thirty-five percent (35%) or more of the combined voting
power of the then outstanding voting securities of the Company other than
through the receipt of Shares pursuant to the Plan;

(ii) the individuals who, as of the Effective Date, are
members of the Board cease for any reason to constitute a majority of the
Board, unless the election, or nomination for election by the stockholders
of the Company, of any new director was approved by a vote of a majority of
the Board, and such new director shall, for purposes of the Plan, be
considered as a member of the Board; or

(iii) consummation by the Company of: (A) a merger or
consolidation if the stockholders of the Company, immediately before such
merger or consolidation, do not, as a result of such merger or
consolidation, own, directly or indirectly, more than sixty-seven percent
(67%) of the combined voting power of the then outstanding voting securities
of the entity resulting from such merger or consolidation; or (B) a complete
liquidation or dissolution or an agreement for the sale or other disposition
of two-thirds or more of the consolidated assets of the Company.

Notwithstanding the foregoing, a Change of Control shall not be deemed to
occur as a result of any of the following: (x) solely because thirty-five
percent (35%) or more of the combined voting power of the then outstanding
securities of the Company is acquired by a trustee or other fiduciary
holding securities under one or more employee benefit plans maintained for
employees of the Company or a Related Corporation; (y) solely as a result of
any merger or consolidation effected to implement a recapitalization of the
Company in which no "person", as defined above, acquires more than thirty-
five percent (35%) of the combined voting power of the Company's then-
outstanding securities; or (z) solely as a result of any transaction
involving, directly or indirectly, any "person", as defined above, that as
of the date of the adoption of this Plan beneficially owns (within the
meaning of Rule 13(d)-3 promulgated under the Exchange Act) thirty-five
percent (35%) or more of the combined voting power of the presently
outstanding voting securities of the Company.

(e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and the rules and regulations promulgated thereunder.

(f) "Committee" means the Compensation Committee of the Board. Each
member of the Committee shall be (i) a "non-employee director" for purposes
of Section 16 and Rule 16b-3 of the Exchange Act, and (ii) an "outside
director" for purposes of Section 162(m) of the Code, unless the Board has
fewer than two (2) such outside directors.

(g) "Disability" means (i) in the case of an Incentive Stock Option, a
physical or mental disability (within the meaning of Section 22(e)(3) of the
Code) which impairs the individual's ability to substantially perform his or
her current duties for a period of at least twelve (12) consecutive months,
as determined by the Committee, and (ii) in all other cases, the person's
limitation, due to sickness or injury, in performing the material and
substantive duties of his or her position with the Company or a Related
Corporation for a period of six (6) consecutive months.

(h) "Effective Date" means July 26, 2004, which was the date that the
Plan was adopted by the Board.

(i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and the rules and regulations promulgated
thereunder.

(j) "Fair Market Value" means as of any date, the value of a share of
the Company's common stock determined as follows: (i) at such time as the
shares are traded through the Nasdaq Stock Market (the "Nasdaq Market
System") or a national stock exchange (including the American Stock
Exchange, an "Exchange"), Fair Market Value shall, except as otherwise
determined by the Committee, be equal to the closing price on the day
immediately preceding such date for sales made and reported through the
Nasdaq Market System or such Exchange on which the shares are then listed
and which constitutes the principal market for the shares, or, if no sales
of shares shall have been so reported with respect to that day, on the next
preceding day with respect to which sales were reported; or (ii) at such
time as the shares are not so traded through the Nasdaq Market System or on
an Exchange, Fair Market Value shall be equal to such amount as the
Committee, in its sole discretion, shall determine.

(k) "Incentive Stock Option" means an Award under the Plan that
satisfies the general requirements of Section 422 of the Code, namely:
(i) grantees must be employees; (ii) the exercise price may not be less than
the fair market value of the underlying Shares at the date of grant;
(iii) no more than $100,000 worth of Shares may become exercisable in any
year; (iv) the maximum duration of an Award may be ten (10) years;
(v) Awards must be exercised within three (3) months after termination of
employment, except in the event of Disability or death; and (vi) Shares
received upon exercise must be retained for the greater of two (2) years
from the date of grant or one (1) year from the date of exercise.

(l) "Other Stock Based Awards" means any other awards not specifically
described in the Plan that are valued in whole or in part by reference to,
or are otherwise based on, Shares and are created by the Committee pursuant
to Section 10.

(m) "Performance Share" means an Award granted pursuant to Section 8
of the Plan.

(n) "Performance Unit" means an Award granted pursuant to Section 8 of
the Plan.

(o) "Nonqualified Option" means an option award under the Plan that is
not an Incentive Stock Option.

(p) "Related Corporation" means any corporation, bank or other entity
which would be a parent or subsidiary corporation with respect to the
Company as defined in Section 424(e) or (f), respectively, of the Code.

(q) "Retirement" means Termination of Service, other than for Cause,
after attainment of age sixty-five (65) for Service Providers.

(r) "Restricted Stock" means an award of Shares under the Plan that
are restricted as to transfer and subject to forfeiture.

(s) "Restricted Stock Units" means an Award granted pursuant to the
terms of Section 9.

(t) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act,
as amended from time to time.

(u) "Service Provider" means an employee, officer, director,
consultant, or advisor.

(v) "Shares" means shares of the common stock, no par value per share,
of the Company.

(w) "Stock Appreciation Rights" means rights entitling the grantee to
receive the appreciation in the market value of a stated number of Shares.

(x) "Securities Act" means the Securities Act of 1933, as amended from
time to time, and the rules and regulations promulgated thereunder.

(y) "Termination of Service" means the termination of a person's
status as a director, officer, employee, advisor or consultant of the
Company or a Related Corporation.

3. ADMINISTRATION OF THE PLAN.
--------------------------
(a) Authority of the Committee. The Plan shall be administered by the
Committee. The Committee shall have sole authority to:

(i) select the Service Providers to whom Awards shall be granted
under the Plan;

(ii) establish the amount and conditions of each Award;

(iii) prescribe any legend to be affixed to certificates
representing such Awards;

(iv) interpret the Plan and Award agreement;

(v) to the extent it deems desirable to qualifying under Rule
16b-3, structure any Award to satisfy the requirements for
exception under Rule 16b-3.

(vi) correct any defect, supply any omission, or reconcile any
inconsistency in the Plan, any Award or any agreement related
thereto; and

(vii) adopt such rules, regulations, forms and agreements, not
inconsistent with the provisions of the Plan, as it may deem
advisable to carry out the Plan.

All decisions made by the Committee in administering the Plan shall be
subject to Board review.

(b) Limitation of Liability. In addition to such other rights of
indemnification as they have as directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against
reasonable expenses (including, without limitation, attorney's fees)
incurred in connection with the defense of any action, suit or proceeding,
or in connection with any appeal, to which they or any of them may be a
party by reason of any action taken or failure to act in connection with the
Plan or any Award granted hereunder, and against all amounts paid by them in
settlement (provided such settlement is approved to the extent required by
and in the manner provided by the Certificate of Incorporation or Bylaws of
the Company relating to indemnification of directors) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that the Committee member shall not be indemnified as provided by
the Certificate of Incorporation or Bylaws of the Company relating to
indemnification of directors.

4. SHARES SUBJECT TO THE PLAN.
--------------------------
The aggregate number of Shares that may be obtained by Service
Providers under the Plan shall be 400,000 Shares. The Shares may be
authorized, but unissued, or reacquired common stock. Shares shall not be
deemed to have been issued pursuant to the Plan with respect to any portion
of an Award that is settled in cash. Upon payment in Shares pursuant to an
exercise of an Award, the number of Shares available for issuance under the
Plan shall be reduced only by the number of Shares actually issued in such
payment. If a Participant pays the exercise price (or purchase price, if
applicable) of an Award through the tender of Shares, or if Shares are
tendered or withheld to satisfy any Company withholding obligations, the
number of Shares so tendered or withheld shall again be available for
issuance pursuant to future Awards under the Plan. Upon the expiration,
termination or cancellation (in whole or in part) of unexercised Awards,
Shares subject thereto shall again be available for issuance hereunder. Any
Shares that remain unissued at the termination of the Plan shall cease to be
subject to the Plan, but until termination of the Plan, the Company shall at
all times make available sufficient Shares to meet the requirements of the
Plan.

5. STOCK OPTIONS.
-------------
(a) Type of Options. The Board may issue options that constitute
Incentive Stock Options to officers and employees and Nonqualified Options
to directors, officers, employees, consultants and advisors of the Company
and the Related Corporations; provided that such consultants and advisors
render bona fide services not in connection with the offer and sale of
securities in a capital-raising transaction. The grant of each option shall
be confirmed by a stock option agreement that shall be executed by the
Company and the optionee as soon as practicable after such grant. The stock
option agreement shall expressly state or incorporate by reference the
provisions of the Plan and state whether the option is an Incentive Stock
Option or a Nonqualified Option.

(b) Terms of Options. Except as provided in paragraphs (c) and (d) of
this Section, each option granted under the Plan shall be subject to the
terms and conditions set forth by the Committee in the stock option
agreement including, without limitation, option price, vesting schedule and
option term.

(i) Written Notice. An option may be exercised only by giving
written notice to the Company specifying the number of Shares to be
purchased. An option may be exercised only to the extent it is vested on
the date of exercise. The Committee may specify a reasonable minimum number
of Shares that may be purchased on any exercise of an option; provided that
the minimum number will not prevent the option holder from exercising an
option for the full number of Shares for which it is then exercisable.

(ii) Method of Exercise. Except as otherwise provided in any
written option agreement, the exercise price of an option shall be paid in
full (i) in cash; (ii) in Common Stock valued at its Fair Market Value on
the date of exercise, provided it has been owned by the optionee for at
least six (6) months prior to the exercise; (iii) in cash by an unaffiliated
broker-dealer to whom the holder of the option has submitted an exercise
notice consisting of a fully endorsed option; (iv) by agreeing to surrender
Awards then exercisable by him valued at their Fair Market Value on the date
of exercise; (v) by such other medium of payment as the Committee, in its
discretion, shall authorize; or (vi) by any combination of clauses (i)
through (v) above, as the optionee shall elect. In the case of payment
pursuant to clauses (ii) through (v) above, the optionee's election must be
made on or prior to the date of exercise of the option and must be
irrevocable. In lieu of a separate election governing each exercise of an
option, an optionee may file a blanket election that shall govern all future
exercises of options until revoked by the optionee.

(iii) Term of Option. An option shall be exercisable as
provided under the Plan or by the Committee.

(iv) Disability, Death or Retirement of Optionee. If an
optionee's Termination of Service occurs due to Retirement, Disability or
death prior to exercise in full of any options, he or she, or his or her
beneficiary, executor, administrator or personal representative, shall have
the right to exercise the options within a period of twelve (12) months
after the date of such termination to the extent that the right was vested
and exercisable at the date of such termination as provided in the stock
option agreement, or as may otherwise be provided by the Committee.

(v) Transferability. No option may be transferred, assigned or
encumbered by an optionee, except: (A) by will or the laws of descent and
distribution; (B) by gifting for the benefit of descendants for estate
planning purposes; or (C) pursuant to a certified domestic relations order.

(d) Additional Terms Applicable to Incentive Stock Options. Each
Incentive Stock Option shall be subject to the following terms and
conditions:

(i) Option Price. The option price per Share shall be 100% of
the fair market value of a Share on the date the option is granted.
Notwithstanding the preceding sentence, the option price per Share granted
to an individual who, at the time such option is granted, owns stock
possessing more than 10% of the total combined voting power of all classes
of stock of the Company (a "10% Stockholder") shall not be less than 110% of
the fair market value of a Share on the date the option is granted.

(ii) Term of Option. No option may be exercised more than
ten (10) years after the date of grant. No option granted to a 10%
Stockholder may be exercised more than five (5) years after the date of
grant. Notwithstanding any other provisions hereof, no option may be
exercised more than three (3) months after the optionee terminates
employment with the Company, except in the event of death or Disability, in
which case the option may be exercised as provided in subparagraph (c)(iv)
of this Section. In the case of Retirement, the option may be exercised as
provided in subparagraph (c)(iv) of this of this Section, but if exercised
beyond the three (3) month period following Retirement, the option will not
be an Incentive Stock Option and will be treated for all purposes as a
Nonqualified Option.

(iii) Annual Exercise Limit. The aggregate fair market value
of Shares which first become exercisable during any calendar year shall not
exceed $100,000. For purposes of the preceding sentence, the fair market
value of each Share shall be determined on the date the option with respect
to such Share is granted.

(iv) Transferability. No option may be transferred, assigned
or encumbered by an optionee, except by will or the laws of descent and
distribution, and during the optionee's lifetime an option may only be
exercised by him or her.

(v) Notice of Disqualifying Dispositions. If an optionee sells
or otherwise disposes of any Shares acquired pursuant to the exercise of an
Incentive Stock Option on or before the later of (1) the date two (2) years
after the date of grant, and (2) the date one year after the exercise of the
Incentive Stock Option (in either case, a "Disqualifying Disposition"), the
optionee must immediately notify the Company in writing of such disposition.
The optionee may be subject to income tax withholding by the Company on the
compensation income recognized by the optionee from the Disqualifying
Disposition.

6. RESTRICTED STOCK AWARDS.
-----------------------
(a) Grants. An award of Restricted Stock under the Plan ("RSAs")
shall be evidenced by a written agreement in such form and consistent with
the Plan as the Committee shall approve from time to time. A grantee can
accept an RSA only by signing and delivering to the Company a purchase
agreement in such form as the Committee shall establish, and full payment of
the purchase price, within thirty (30) days from the date the RSA agreement
was delivered to the grantee. If the grantee does not accept the RSA in
this manner within thirty (30) days, then the offer of the RSA will
terminate, unless the Committee determines otherwise.

(b) Restriction Period. RSAs awarded under the Plan shall be subject
to such terms, conditions and restrictions as shall be determined by the
Committee at the time of grant, including, without limitation:
(i) prohibitions against transfer; (ii) substantial risks of forfeiture;
(iii) attainment of performance objectives; and (iv) repurchase by the
Company or right of first refusal for such period or periods as shall be
determined by the Committee. The Committee shall have the power to permit,
in its discretion, an acceleration of the expiration of the applicable
restriction period with respect to any part or all of the RSAs awarded to a
grantee.

(c) Restrictions Upon Transfer. RSAs awarded, and the right to vote
underlying Shares and to receive dividends thereon, may not be sold,
assigned, transferred, exchanged, pledged, hypothecated or otherwise
encumbered during the restriction period applicable to such Shares. Subject
to the foregoing, and except as otherwise provided in the Plan, the grantee
shall have all the other rights of a stockholder including, without
limitation, the right to receive dividends and the right to vote such
Shares.

(d) Legends. Each certificate issued in respect of RSAs shall be
deposited with the Company, or its designee, and shall bear the following
legend:

"This certificate and the shares represented hereby are subject to
the terms and conditions (including forfeiture and restrictions
against transfer) contained in the United Financial Mortgage Corp.
2004 Stock Incentive Plan. Release from such terms and conditions
shall be obtained only in accordance with the provisions of such
Plan, a copy of which is on file in the office of the Secretary of
said Company."

(e) Lapse of Restrictions. Each restricted stock agreement shall
specify the terms and conditions upon which any restrictions upon Shares
awarded under the Plan shall lapse, as determined by the Committee. Upon
the lapse of such restrictions, Shares, free of the foregoing restrictive
legend, shall be issued to the grantee or his or her legal representative.

(f) Termination Prior to Lapse of Restrictions. In the event of a
grantee's Termination of Service prior to the lapse of restrictions
applicable to any RSAs awarded to such grantee, all Shares as to which there
still remain restrictions shall be forfeited by such grantee without payment
of any consideration to the grantee, and neither the grantee nor any
successors, heirs, assigns, or personal representatives of such grantee
shall thereafter have any further rights or interest in such Shares or
certificates.

7. STOCK APPRECIATION RIGHTS.
-------------------------
(a) Grants. An award of Stock Appreciation Rights under the Plan
("SARs") may be granted separately or in tandem with or by reference to an
option granted prior to or simultaneously with the grant of such rights, to
such eligible directors, officers, employees, consultants and advisors as
may be selected by the Committee, and shall be evidenced by a written
agreement in such form and consistent with the Plan as the Committee shall
approve from time to time.

(b) Terms of Grant. SARs may be granted in tandem with or with
reference to a related option, in which event the grantee may elect to
exercise either the option or the SAR, but not both, as to the same Share
subject to the option and the SAR, or the SAR may be granted independently
of a related option. SARs shall not be transferable, except: (i) by will
or the laws of descent and distribution; (ii) by gifting for the benefit of
descendants for estate planning purposes; or (iii) pursuant to a certified
domestic relations order.

(c) Payment on Exercise. Upon exercise of a SAR, the grantee shall be
paid the excess of the then fair market value of the number of Shares to
which the SAR relates over the fair market value of such number of Shares at
the date of grant of the SAR or of the related option, as the case may be.
Such excess shall be paid in cash, in Shares of equivalent value, or in same
combination thereof, at the Company's or Committee's sole discretion.

8. PERFORMANCE UNITS AND PERFORMANCE SHARES.
----------------------------------------
(a) Grant of Performance Units/Shares. Subject to the terms and
conditions of the Plan, Performance Units and Performance Shares may be
granted to Service Providers at any time and from time to time, as will be
determined by the Committee, in its sole discretion. The Committee will have
complete discretion in determining the number of Performance Units and
Performance Shares granted to each person.

(b) Value of Performance Units/Shares. Each Performance Unit will have
an initial value that is established by the Committee on or before the date
of grant. Each Performance Share will have an initial value equal to the
Fair Market Value of a Share on the date of grant.

(c) Performance Objectives and Other Terms. The Committee will set
performance objectives in its discretion which, depending on the extent to
which they are met, will determine the number or value of Performance
Units/Shares that will be paid out to the Service Providers. The time period
during which the performance objectives must be met will be called the
"Performance Period." Each award of Performance Units/Shares will be
evidenced by an Award Agreement that will specify the Performance Period,
and such other terms and conditions as the Committee, in its sole
discretion, will determine. The Committee may set performance objectives
based upon the achievement of Company-wide, divisional, or individual goals,
applicable federal or state securities laws, or any other basis determined
by the Committee in its discretion.

(d) Earning of Performance Units/Shares. After the applicable
Performance Period has ended, the holder of Performance Units/Shares will be
entitled to receive a payout of the number of Performance Units/Shares
earned by the Service Provider over the Performance Period, to be determined
as a function of the extent to which the corresponding performance
objectives have been achieved. After the grant of a Performance Unit/Share,
the Committee, in its sole discretion, may reduce or waive any performance
objectives for such Performance Unit/Share.

(e) Form and Timing of Payment of Performance Units/Shares. Payment of
earned Performance Units/Shares will be made as soon after the expiration of
the applicable Performance Period at the time determined by the Committee.
The Committee, in its sole discretion, may pay earned Performance
Units/Shares in the form of cash, in Shares (which have an aggregate Fair
Market Value equal to the value of the earned Performance Units/Shares at
the close of the applicable Performance Period) or in a combination thereof.

(f) Cancellation of Performance Units/Shares. On the date set forth in
the Award Agreement, all unearned or unvested Performance Units/Shares will
be forfeited to the Company, and again will be available for grant under the
Plan.

9. RESTRICTED STOCK UNITS.
----------------------
Restricted Stock Units shall consist of a Restricted Stock, Performance
Share or Performance Unit Award that the Committee, in its sole discretion
permits to be paid out in installments or on a deferred basis, in accordance
with rules and procedures established by the Committee.

10. OTHER STOCK BASED AWARDS.
------------------------
Other Stock Based Awards may be granted either alone, in addition to,
or in tandem with, other Awards granted under the Plan and/or cash awards
made outside of the Plan. The Committee shall have authority to determine
the Service Providers to whom and the time or times at which Other Stock
Based Awards shall be made, the amount of such Other Stock Based Awards, and
all other conditions of the Other Stock Based Awards including any dividend
and/or voting rights.

11. AMENDMENT OR TERMINATION OF THE PLAN.
------------------------------------
The Board or the Committee may amend, alter, suspend, discontinue or
terminate the Plan or the Committee's authority to grant Awards under the
Plan without the consent of Company stockholders or Service Providers,
except that any amendment or alteration to the Plan shall be subject to the
approval of the Company's stockholders not later than the annual meeting
next following such Board action if such stockholders approval is required
by any federal or state law or regulation or the rules of any stock exchange
or automated quotation system on which the Shares may then be listed or
quoted, and the Board may otherwise, in its discretion, determine to submit
other such changes to the Plan to stockholders for approval.
Notwithstanding the foregoing, no such action may materially and adversely
affect the rights of such Service Providers under any previously granted and
outstanding Award, without the consent of an affected Service Providers.
The Committee may waive any conditions or rights under, or amend, alter,
suspend, discontinue or terminate any Award theretofore granted and any
Award agreement relating thereto, except as otherwise provided in the Plan;
provided that, without the consent of an affected Service Providers, no such
Committee action may materially adversely affect the rights of such Service
Providers under such Award.

12. TERM OF PLAN.
------------
The Plan shall be effective upon the date of its adoption by the Board;
provided that Incentive Stock Options may be granted only if the Plan is
approved by the stockholders within twelve (12) months before or after the
date of adoption by the Board. Unless sooner terminated under the
provisions of Section 1 above, options, Awards shall not be granted under
the Plan after the expiration of ten (10) years from the Effective Date.
However, Awards may be exercisable after the end of the term of the Plan.

13. RIGHTS AS STOCKHOLDER.
---------------------
Upon delivery of any Share to a director, officer, employee, consultant
or advisor, such person shall have all of the rights of a stockholder of the
Company with respect to such Share, including the right to vote such Share
and to receive all dividends or other distributions paid with respect to
such Share.

14. CHANGE OF CONTROL.
-----------------
(a) Stock Options and SARS. Except as otherwise set forth in the
Award, in the event of a Change of Control, each outstanding Option and SAR
shall be assumed or an equivalent option or SAR substituted by the successor
corporation or a parent or subsidiary of the successor corporation. Unless
determined otherwise by the Committee, in the event that the successor
corporation refuses to assume or substitute for the Option or SAR, the
Service Provider shall fully vest in and have the right to exercise the
Option or SAR as to all of the Awarded Stock, including Shares as to which
it would not otherwise be vested or exercisable. If an Option or SAR is not
assumed or substituted in the event of a Change of Control, the Committee
shall notify the Service Provider in writing or electronically that the
Option or SAR shall be exercisable, to the extent vested, for a period of up
to fifteen (15) days from the date of such notice, and the Option or SAR
shall terminate upon the expiration of such period. For the purposes of this
paragraph, the Option or SAR shall be considered assumed if, following the
Change of Control, the option or stock appreciation right confers the right
to purchase or receive, for each Share of Award Shares subject to the Option
or SAR immediately prior to the Change of Control, the consideration
(whether stock, cash, or other securities or property) received in the
Change of Control by holders of Company common stock for each Share held on
the effective date of the transaction (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however, that if such
consideration received in the Change of Control is not solely common stock
of the successor corporation or its parent, the Committee may, with the
consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option or SAR, for each Share of Award
Shares subject to the Option or SAR, to be solely common stock of the
successor corporation or its parent equal in fair market value to the per
share consideration received by holders of common stock of the Company in
the Change of Control. Notwithstanding anything herein to the contrary, (i)
with respect to Options and SARs granted to an outside director that are
assumed or substituted for, if immediately prior to or after the Change of
Control the Service Provider's status as a director of the Company or a
director of the successor corporation, as applicable, is terminated other
than upon a voluntary resignation by the Service Provider, then the Service
Provider shall fully vest in and have the right to exercise such Options and
SARs as to all of the Award Shares, including Shares as to which it would
not otherwise be vested or exercisable; and (ii) an Award that vests, is
earned or paid-out upon the satisfaction of one or more performance goals
will not be considered assumed if the Company or its successor modifies any
of such performance goals without the Service Provider's consent; provided,
however, a modification to such performance goals only to reflect the
successor corporation's post-Change of Control corporate structure will not
be deemed to invalidate an otherwise valid Award assumption.

(b) Restricted Stock, Performance Shares, Performance Units,
Restricted Stock Units and Other Stock Based Awards. Except as otherwise
set forth in the Award, in the event of a Change of Control, each
outstanding Restricted Stock, Performance Share, Performance Unit, Other
Stock Based Award and Restricted Stock Unit Award shall be assumed or an
equivalent Restricted Stock, Performance Share, Performance Unit, Other
Stock Based Award and Restricted Stock Unit Award substituted by the
successor corporation or a parent or subsidiary of the successor
corporation. Unless determined otherwise by the Committee, in the event that
the successor corporation refuses to assume or substitute for the Restricted
Stock, Performance Share, Performance Unit, Other Stock Based Award or
Restricted Stock Unit Award, the Service Provider shall fully vest in the
Restricted Stock, Performance Share, Performance Unit, Other Stock Based
Award or Restricted Stock Unit including as to Shares which would not
otherwise be vested. For the purposes of this paragraph, a Restricted Stock,
Performance Share, Performance Unit, Other Stock Based Award and Restricted
Stock Unit Award shall be considered assumed if, following the Change of
Control, the award confers the right to purchase or receive, for each Share
subject to the Award immediately prior to the Change of Control, the
consideration (whether stock, cash, or other securities or property)
received in the Change of Control by holders of Company common stock for
each Share held on the effective date of the transaction (and if holders
were offered a choice of consideration, the type of consideration chosen by
the holders of a majority of the outstanding Shares); provided, however,
that if such consideration received in the Change of Control is not solely
common stock of the successor corporation or its parent the Committee may,
with the consent of the successor corporation, provide for the consideration
to be received, for each Share and each unit/right to acquire a Share
subject to the Award, to be solely common stock of the successor corporation
or its parent equal in fair market value to the per share consideration
received by holders of Company common stock in the Change of Control.
Notwithstanding anything herein to the contrary, (i) with respect to Awards
granted to an outside director that are assumed or substituted for, if
immediately prior to or after the Change of Control the Service Provider's
status as a director of the Company or a director of the successor
corporation, as applicable, is terminated other than upon a voluntary
resignation by the Service Provider, then the Service Provider shall fully
vest in such Awards, including Shares as to which it would not otherwise be
vested; and (ii) an Award that vests, is earned or paid-out upon the
satisfaction of one or more performance goals will not be considered assumed
if the Company or its successor modifies any of such performance goals
without the Service Provider's consent; provided, however, a modification to
such performance goals only to reflect the successor corporation's post-
Change of Control corporate structure will not be deemed to invalidate an
otherwise valid Award assumption.

15. CHANGES IN CAPITAL AND CORPORATE STRUCTURE.
------------------------------------------
The aggregate number of Shares and interests awarded and which may be
awarded under the Plan and the exercise price thereof shall be adjusted to
reflect a change in the outstanding Shares of the Company by reason of a
recapitalization, reclassification, reorganization, stock split, reverse
stock split, combination of shares, stock dividend or similar transaction.
The adjustment shall be made in an equitable manner which will cause the
Awards and the economic benefits thereof to remain unchanged as a result of
the applicable transaction.

16. ASSUMPTION OF AWARDS BY THE COMPANY.
-----------------------------------
The Company, from time to time, may substitute or assume outstanding
awards granted by it or another company, whether in connection with an
acquisition of another company or otherwise, by either (a) granting an Award
under the Plan in substitution of such other company's award, or
(b) assuming such award as if it had been granted under the Plan if the
terms of such assumed award could be applied to an Award granted under the
Plan. Such substitution or assumption shall be permissible if the holder of
the substituted or assumed award would have been eligible to be granted an
Award under the Plan if the other company had applied the rules of the Plan
to such grant. In the event the Company assumes an award granted by another
company, the terms and conditions of such award shall remain unchanged
(except that the exercise price and the number and nature of Shares issuable
upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new
option rather than assuming an existing option, such new option may be
granted with a similarly adjusted exercise price.

17. SERVICE.
-------
An individual shall be considered to be in the service of the Company
or a Related Corporation as long as he or she remains a director, officer,
employee, consultant or advisor of the Company or such Related Corporation.
Nothing herein shall confer on any individual the right to continued service
with the Company or a Related Corporation or affect the right of the Company
or such Related Corporation to terminate such service.

18. WITHHOLDING OF TAX.
------------------
(a) Generally. To the extent the award, issuance, vesting or exercise
of an Award results in the receipt of compensation by a director, officer,
employee, consultant or advisor, the Company may require the director,
officer, employee, consultant or advisor to pay to the Company or the
grantee may authorize the Company to withhold a portion of any cash
compensation then or thereafter payable to such person, an amount,
sufficient to satisfy federal, state and local withholding tax requirements
prior to the delivery of any certificate for the Shares. If an Award is to
be paid in cash, the payment will be net of an amount sufficient to satisfy
such tax withholding obligations

(b) Stock Withholding. To the extent a grantee incurs tax liability
in connection with the exercise or vesting of any Award that is subject to
tax withholding and the grantee is obligated to pay the Company the amount
required to be withheld, the Committee may, in its sole discretion, allow
the grantee to satisfy the minimum withholding tax obligation by electing to
have the Company withhold from the Shares to be issued that number of Shares
having a Fair Market Value equal to the minimum amount required to be
withheld, determined on the date that the amount of tax to be withheld is to
be determined. All elections by a grantee to have Shares withheld for this
purpose shall be made in writing in a form acceptable to the Committee.

19. DELIVERY AND REGISTRATION OF STOCK.
----------------------------------
The Company's obligation to deliver Shares with respect to an Award
shall, if the Committee so requests, be conditioned upon the receipt of a
representation as to the investment intention of the individual to whom such
Shares are to be delivered, in such form as the Committee shall determine to
be necessary or advisable to comply with the provisions of the Securities
Act or any other federal, state or local securities legislation or
regulation. It may be provided that any representation requirement shall
become inoperative upon a registration of the Shares or other action
eliminating the necessity of such representation under securities
legislation. The Company shall not be required to deliver any Shares under
the Plan prior to: (a) the admission of such Shares to listing on any stock
exchange on which Shares may then be listed, and (b) the completion of such
registration or other qualification of such Shares under any state or
federal law, rule or regulation, as the Committee shall determine to be
necessary or advisable. The Plan is intended to comply with Rule 16b-3, if
applicable. Any provision of the Plan which is inconsistent with said rule
shall, to the extent of such inconsistency, be inoperative and shall not
affect the validity of the remaining provisions of the Plan.

ALL SHAREHOLDERS ARE REQUESTED
TO SIGN AND MAIL THEIR PROXIES PROMPTLY

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
UNITED FINANCIAL MORTGAGE CORP.

To Be Held on September 8, 2004

The undersigned hereby appoints Joseph Khoshabe and Robert S. Luce and each
or either of them with power of substitution, attorneys and proxies for and
in the name and place of the undersigned, to vote the number of shares that
the undersigned would be entitled to vote if then personally present at the
Annual Meeting of Shareholders of United Financial Mortgage Corp. to on
Wednesday, September 8, 2004, at 2:00 P.M. local time, at the Renaissance
Oak Brook, 2100 Spring Road, Oak Brook, Illinois 60523., or at any
adjournment or postponement thereof, upon the matters set forth in the
Notice of the Annual Meeting and proxy statement, receipt of which is hereby
knowledged:

1. Election of directors.

[ ] Vote FOR all nominees [ ] Vote WITHHELD from all
listed below (except as nominess
directed to the contrary below)

Joseph Khoshabe Joseph Khoshabe
John A. Clark John A. Clark
Robert S. Luce Robert S. Luce
Elliot R. Jacobs Elliot R. Jacobs
James R. Zuhlke James R. Zuhlke
Anthony W. Schweiger Anthony W. Schweiger
Steve Y. Khoshabe Steve Y. Khoshabe

Instructions: To withhold vote for any individual nominee, write that
nominee's named in the space provided below.

____________________________________________________________________________

2. Adoption of the United Financial Mortgage Corp. 2004 Stock Incentive
Plan.

For Against Abstain
[ ] [ ] [ ]

3. Ratification of Crowe Chizek and Company LLC as the Company's
independent auditors.

For Against Abstain
[ ] [ ] [ ]

4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or a adjournment or
adjournments thereof.

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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE NOMINEES LISTED UNDER PROPOSAL 1 AND "FOR"
PROPOSAL 2 AND "FOR" PROPOSAL 3.
---------------------------------------------------------------------------

NOTE: Please date proxy and sign it exactly as name or names appear on the
----------------------------------------------
Company's records. All joint owners of shares MUST sign in order
--------------------------------------------------------------------
for the proxy to be valid. State full title when signing as
----------------------------
executor, administrator, trustee, guardian, etc. Please return

proxy in the enclosed envelope.

Dated:______________________, 2004

Please Sign Here: __________________________________

Print Name: ________________________________________