1,667,000 SHARES OF COMMON STOCK



                         UNITED FINANCIAL MORTGAGE CORP.



                             UNDERWRITING AGREEMENT



                               December ___, 2003



Maxim Group LLC

405 Lexington Avenue

New York, NY 10174



Ladies and Gentlemen:



         United Financial Mortgage Corp., a corporation organized and existing

under the laws of Illinois (the "COMPANY"), proposes, subject to the terms and

conditions stated herein, to sell and issue to Maxim Group LLC ("MAXIM") an

aggregate of 1,667,000 shares (the "FIRM SHARES") of its common stock, no par

value per share (the "COMMON STOCK"). In addition, The Joseph Khoshabe Trust,

under Trust Agreement dated September 22, 1995 (the "SELLING SHAREHOLDER")

proposes to sell to Maxim, upon the terms and conditions set forth in Section 2

hereof, up to an additional 250,050 shares of Common Stock (the "ADDITIONAL

SHARES"). The Firm Shares and any Additional Shares purchased by the Underwriter

are referred to herein as the "SHARES." The Shares are more fully described in

the Registration Statement and Prospectus referred to below. Maxim shall have

the right to engage, and, if so engaged, shall act as the lead manager of,

additional underwriters, selected dealers or selling agents (collectively with

Maxim, the "UNDERWRITERS") in connection with the offering and sale of the

Shares contemplated herein (the "OFFERING").



         1. Representations and Warranties of the Company. The Company

represents, warrants and covenants to, and agrees with, Maxim and each of the

Underwriters as follows:



                  (a) The Company has filed with the Securities and Exchange

Commission (the "COMMISSION") a registration statement on Form SB-2

(Registration No. 333-109696), and amendments thereto, and related preliminary

prospectuses for the registration under the Securities Act of 1933, as amended

(the "SECURITIES ACT"), of the Shares which registration statement, as so

amended (including post-effective amendments, if any), has been declared

effective by the Commission and copies of which have heretofore been delivered

to Maxim. Such registration statement, as amended at the time it became

effective, including the prospectus, financial statements, schedules, exhibits

and other information (if any) deemed to be part of the registration statement

at the time of effectiveness pursuant to Rule 430A under the Securities Act, is

hereinafter referred to as the "REGISTRATION STATEMENT." If the Company has

filed or is required pursuant to the terms hereof to file a registration

statement pursuant to Rule 462(b) under the Securities Act registering

additional shares of Common Stock (a "RULE 462(b) REGISTRATION STATEMENT"),

then, unless otherwise specified, any reference herein to the term "Registration

Statement" shall be deemed to include such Rule 462(b) Registration Statement.

Other than a Rule 462(b) Registration Statement, which, if filed, becomes

effective upon filing,



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                                                                 Maxim Group LLC

                                                              December ___, 2003

                                                                    Page 2 of 30



no other document with respect to the Registration Statement has heretofore been

filed with the Commission. All of the Shares have been registered under the

Securities Act pursuant to the Registration Statement or, if any Rule 462(b)

Registration Statement is filed, will be duly registered under the Securities

Act with the filing of such Rule 462(b) Registration Statement. Based on

communications from the Commission, no stop order suspending the effectiveness

of either the Registration Statement or the Rule 462(b) Registration Statement,

if any, has been issued and, to the Company's knowledge, no proceeding for that

purpose has been initiated or threatened by the Commission. The Company, if

required by the Securities Act and the rules and regulations of the Commission,

proposes to file the Prospectus with the Commission pursuant to Rule 424(b)

under the Securities Act ("RULE 424(b)"). The prospectus, in the form in which

it is to be filed with the Commission pursuant to Rule 424(b), or, if the

prospectus is not to be filed with the Commission pursuant to Rule 424(b), the

prospectus in the form included as part of the Registration Statement at the

time the Registration Statement became effective, is hereinafter referred to as

the "PROSPECTUS," except that if any revised prospectus or prospectus supplement

shall be provided to the Underwriters by the Company for use in connection with

the Offering which differs from the Prospectus (whether or not such revised

prospectus or prospectus supplement is required to be filed by the Company

pursuant to Rule 424(b)), the term "Prospectus" shall also refer to such revised

prospectus or prospectus supplement, as the case may be, from and after the time

it is first provided to the Underwriters for such use. The prospectus dated

November 6, 2003 delivered by the Company to Maxim for use in connection with

the Offering and any amendment to such prospectus included in the Registration

Statement or filed with the Commission pursuant to Rule 424 under the Securities

Act is hereafter called a "PRELIMINARY PROSPECTUS." All references in this

Agreement to the Registration Statement, the Rule 462(b) Registration Statement,

a Preliminary Prospectus and the Prospectus, or any amendments or supplements to

any of the foregoing shall be deemed to include any copy thereof filed with the

Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval

System ("EDGAR"). As used herein, the term "EXCHANGE ACT" shall mean the

Securities Exchange Act of 1934, as amended. The rules and regulations

promulgated by the Commission under the Securities Act, the Exchange Act or any

other federal securities law are referred to herein as the "RULES AND

REGULATIONS." When used herein, the term "to the Company's knowledge" (or

similar terms) means the knowledge, after due investigation with respect to

matters concerning their respective areas of responsibility within the Company,

of Joseph Khoshabe, Steve Y. Khoshabe, Robert L. Hiatt, Jason K. Schiffman,

Michael A. Kraft and Christian P. Kloster. When used herein, the term "Best

Efforts" means, with respect to the applicable obligation of the Company, the

highest standard of diligence recognized under Illinois law for similarly

situated, publicly - traded companies.



                  (b) At the time: (i) of the effectiveness of the Registration

Statement or any Rule 462(b) Registration Statement or the effectiveness of any

post-effective amendment to the Registration Statement, (ii) when the Prospectus

is first filed with the Commission pursuant to Rule 424(b), (iii) when any

supplement to or amendment of the Prospectus is filed with the Commission, and

(iv) at the Closing Date and the Additional Closing Date, if any (as hereinafter

respectively defined), the Registration Statement and the Prospectus and any

amendments thereof and supplements thereto complied or will comply in all

material respects with the applicable provisions of the Securities Act, the

Exchange Act and the Rules and Regulations and did not and will not contain an

untrue statement of a material fact and did not and will not omit to state any

material fact required to be stated therein or necessary in order to make the



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                                                                 Maxim Group LLC

                                                              December ___, 2003

                                                                    Page 3 of 30



statements therein: (i) in the case of the Registration Statement, not

misleading, and (ii) in the case of the Prospectus, in light of the

circumstances under which they were made, not misleading.



                  (c) When any Preliminary Prospectus was first filed with the

Commission (whether filed as part of the Registration Statement or any amendment

thereto or pursuant to Rule 424(a) under the Securities Act) and when any

amendment thereof or supplement thereto was first filed with the Commission,

such Preliminary Prospectus and any amendments thereof and supplements thereto

complied in all material respects with the applicable provisions of the

Securities Act, the Exchange Act and the Rules and Regulations and did not

contain an untrue statement of a material fact and did not omit to state any

material fact required to be stated therein or necessary in order to make the

statements therein, in light of the circumstances under which they were made,

not misleading. No representation and warranty is made in subsections (b) and

(c) hereof, however, with respect to any information contained in or omitted

from the Registration Statement or the Prospectus or any related Preliminary

Prospectus or any amendment thereof or supplement thereto in reliance upon and

in conformity with information furnished in writing to the Company by or on

behalf of any Underwriter through Maxim or it's counsel, Ellenoff Grossman &

Schole LLP ("UNDERWRITER'S COUNSEL") specifically for use therein. The parties

acknowledge and agree that such information provided by or on behalf of any

Underwriter consists solely of the following information contained in the

section of the Prospectus entitled "Underwriting": (i) the table following

paragraph 1 therein, and (ii) paragraphs 5, 6, 12 and 13 therein.



                  (d) Crowe Chizek and Company LLC, whose report regarding the

certified the financial statements of the Company is included in the

Registration Statement, are independent public accountants as required by the

Securities Act, the Exchange Act and the Rules and Regulations.



                  (e) Subsequent to the respective dates as of which information

is given in the Registration Statement and the Prospectus, and except as

disclosed in the Registration Statement and the Prospectus, the Company has not

declared, paid or made any dividends or other distributions of any kind on or in

respect of its capital stock.



                  (f) Subsequent to the respective dates as of which information

is given in the Registration Statement and the Prospectus, there has been no

material adverse change, whether or not arising from transactions in the

ordinary course of business, in or affecting: (i) the business, condition

(financial or otherwise), results of operations, stockholders' equity,

properties or prospects of the Company and each subsidiary of the Company listed

on Exhibit A hereto (the "SUBSIDIARIES"), taken as a whole; or (ii) the

long-term debt or capital stock of the Company or any of its Subsidiaries (a

"MATERIAL ADVERSE CHANGE"). Since the date of the latest balance sheet presented

in the Registration Statement and the Prospectus, neither the Company nor any

Subsidiary has incurred or undertaken any liabilities or obligations, whether

direct or indirect, liquidated or contingent, matured or unmatured, or entered

into any transactions, including any acquisition or disposition of any business

or asset, which are material to the



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                                                                 Maxim Group LLC

                                                              December ___, 2003

                                                                    Page 4 of 30



Company and the Subsidiaries taken as a whole, except for liabilities,

obligations and transactions which are disclosed in the Registration Statement

and the Prospectus or were undertaken in the Company's ordinary course of

business and were consistent with past practice of the Company.



                  (g) As of the dates indicated in the Registration Statement

and the Prospectus, the authorized, issued and outstanding capital stock of the

Company was as set forth in the Prospectus in the column headed "Actual" under

the caption "Capitalization" and, after giving effect to the issuance of the

Firm Shares, will be as set forth in the column headed "As Adjusted" under the

caption "Capitalization." All of the issued and outstanding shares of capital

stock of the Company are fully paid and non-assessable and have been duly and

validly authorized and issued, in compliance with all applicable state, federal

and foreign securities laws and not in violation of or subject to any preemptive

or similar right that does or will entitle any person, upon the issuance or sale

of any security, to acquire from the Company or any Subsidiary any Relevant

Security. For purposes of this Agreement, the term "RELEVANT SECURITY" shall

mean any Common Stock or other security of the Company or any Subsidiary that is

convertible into, or exercisable or exchangeable for Common Stock or equity

securities, or that holds the right to acquire any Common Stock or equity

securities of the Company or any Subsidiary or any other such Relevant Security,

except for such rights as may have been fully satisfied or waived prior to the

effectiveness of the Registration Statement.



                  (h) The Shares have been duly and validly authorized and, when

issued, delivered and paid for in accordance with this Agreement and as

described in the Prospectus on each of the Closing Date and the Additional

Closing Date, as applicable, will be duly and validly issued, fully paid and

non-assessable, will have been issued in compliance with all applicable state

and federal securities laws and will not have been issued in violation of or

subject to any preemptive or similar right that does or will entitle any person

to acquire any Relevant Security from the Company or any Subsidiary upon

issuance or sale of Shares in the Offering. The Common Stock conforms to the

descriptions thereof contained in the Registration Statement and the Prospectus.

Except as disclosed in the Registration Statement and the Prospectus, neither

the Company nor any Subsidiary has outstanding warrants, options to purchase, or

any preemptive rights or other rights to subscribe for or to purchase, or any

contracts or commitments to issue or sell, any Relevant Security.



                  (i) The Subsidiaries are the only subsidiaries of the Company

within the meaning of Rule 405 under the Securities Act. Except for the

Subsidiaries and as otherwise disclosed in the Registration Statement and the

Prospectus, the Company holds no ownership or other interest, nominal or

beneficial, direct or indirect, in any corporation, partnership, joint venture

or other business entity. All of the outstanding shares of capital stock of each

Subsidiary have been duly authorized and validly issued and are fully paid and

non-assessable and are owned directly by the Company free and clear of any lien,

charge, mortgage, pledge, security interest, claim, equity, trust or other

encumbrance, preferential arrangement, defect or restriction of any kind

whatsoever (any "LIEN"), except as disclosed in the Registration Statement or

the Prospectus.





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                                                                 Maxim Group LLC

                                                              December ___, 2003

                                                                    Page 5 of 30



                  (j) Each of the Company and the Subsidiaries has been duly

incorporated and validly exists as a corporation in good standing under the laws

of its jurisdiction of organization. Each of the Company and the Subsidiaries

has all requisite corporate power and authority to carry on its business as it

is currently being conducted and as described in the Prospectus, and to own,

lease and operate its respective properties. Each of the Company and the

Subsidiaries is duly qualified to do business and is in good standing as a

foreign corporation in each jurisdiction in which the character or location of

its properties (owned, leased or licensed) or the nature or conduct of its

business makes such qualification necessary, except for those failures to be so

qualified or in good standing which (individually and in the aggregate) could

not reasonably be expected to have a material adverse effect on: (i) the

business, condition (financial or otherwise), results of operations,

stockholders' equity, properties or prospects of the Company and the

Subsidiaries, taken as a whole, or (ii) the long-term debt or capital stock of

the Company or any Subsidiary (any such effect being a "MATERIAL ADVERSE

EFFECT").



                  (k) Each of the Company and the Subsidiaries has all necessary

consents, approvals, authorizations, orders, registrations, qualifications,

licenses, filings and permits of, with and from all applicable judicial,

regulatory and other legal or governmental agencies and bodies and all third

parties, foreign and domestic (collectively, the "CONSENTS"), to own, lease and

operate their respective properties and conduct their respective businesses as

are now being conducted and as disclosed in the Registration Statement and the

Prospectus, except where the failure to have any such Consent would not have a

Material Adverse Effect. Each such Consent is valid and in full force and

effect, and neither the Company nor any Subsidiary has received written notice

(or, to the Company's knowledge, other notice which would require disclosure

under the Securities Act, the Exchange Act or the Rules and Regulations) of any

investigation or proceedings which results in or, if decided adversely to the

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