Item 1.01. Entry into a Material Definitive Agreement.

On July 8, 2009 Michael Lamoretti, a Director and executive officer of United Capital Corp. (the "Company"), exercised options to purchase 60,000 shares of the Company's Common Stock, $.10 par value (the "Common Stock") at an exercise price of $7.03125 per share and Michael Weinbaum, also a Director and executive officer of the Company, exercised options to purchase 60,000 shares of Common Stock at an exercise price of $7.03125 per share. In addition, on July 9, 2009, Howard M. Lorber, also a Director of the Company, exercised options to purchase 20,000 shares of Common Stock at an exercise price of $7.03125 per share. On July 8, 2009, each of Messrs. Lamoretti and Weinbaum sold, respectively, 45,000 and 60,000 of the shares of Common Stock that they acquired upon exercise of the options to the Company at a purchase price of $19.05 per share, the closing price of the Company's Common Stock on such date as reported by the NYSE Amex. On July 9, 2009, Mr. Lorber sold the 20,000 shares that he acquired upon exercise of his options to the Company at a purchase price of $18.65 per share, the closing price of the Company's Common Stock on such date as reported by the NYSE Amex. The shares acquired by the Company were acquired pursuant to the Company's previously announced stock buy back plan. Upon completion of the transactions, the Company is authorized to repurchase up to approximately 352,000 shares of Common Stock under its previously announced buy-back plan.

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