<PAGE>

EXHIBIT 10.1


                                AGREEMENT  OF  SALE


AGREEMENT  OF  SALE,  made  as  of January __, 2003, between CDKNet.com, Inc., a
Delaware  corporation,  having an address at 150 Broadhollow Road, Melville, New
York,  ("Seller"),  and  National  Management  Consultants,  Inc.  (formerly
Universal  Media  Holdings,  Inc.),  a  Delaware  corporation,
having  an  address  at 150 Broadhollow Road, Melville, NY  11747 ("Purchaser").


                              W  I  T  N  E  S  S  E  T  H:

WHEREAS, Purchaser desires to acquire, and Seller desires to sell, the assets of
Seller,  as  set  forth  on  Exhibit  A,  annexed  hereto,  upon  the  terms and
conditions  hereinafter  set  forth.

NOW,  THEREFORE,  in consideration of the covenants and agreements hereafter set
forth,  and  other  valuable consideration, the receipt and sufficiency of which
hereby  are  acknowledged,  the  parties  here-to  agree  as  follows:

1.  AGREEMENT  TO  SELL.  Seller  agrees  to  sell,  transfer  and  deliver  to
Purchaser,  and  Purchaser  agrees  to  purchase,  upon the terms and conditions
hereinafter  set  forth,  the  business  entity  known  as  Diversified  Capital
Holdings,  LLC,  a/k/a  Azure  Capital,  LLC including all of the assets thereof
other  than cash, certificates of deposit, securities, and cash equivalents, and
the  entity  known  as  CDKNet,  LLC.  (the  "Assets"  and  the  "Purchased
Entities"),  including  without  limitation  the  following:

(a)  the  contracts  and  agreements  described  in  Exhibit  A  hereto  (the
      "Contracts");
(b)  the  other  assets  described  in  Exhibit  A  hereto (the "Other Assets").

2.  PURCHASE  PRICE.  The  purchase  price  to  be  paid  by  Purchaser is Three
Hundred  Thirty-nine  Thousand  Dollars  ($339,000.00),  payable  as  follow33

(a)     Three  Hundred Thirty-nine Thousand Dollars ($339,000.00) at the closing
by  theexecution  and  delivery  of  a  Promissory  Note  by Purchaser to Seller
in  saidamount,  substantially  in the form of Exhibit B hereto (the "Promissory
Note"),secured  by  a  Security Agreement substantially in the form of Exhibit C
heretoand  UCC  Financing  Statements creating a security interest in the assets
of  the  Business  (the  "Security  Agreement").

(b)     If any investment holdings of the Purchased Entities are sold, or in the
event  that  there  are  licensing  revenues  realized,  then a minimum of FIFTY
Percent  (50%)  of  the  proceeds  must  be  paid  to  seller and applied on the
outstanding  balance  of  the  Note,  without any prepayment penalties such sums
shall  be  paid  prior  to the issuance of any release of the security interests
then  existing  on  the  Purchased  Entities  or  Assets.

<PAGE>


3.  THE  CLOSING.  The  "closing"  means  the  settlement  of the obligations of
Seller  and  Purchaser to each other under this agreement, including the payment
of the purchase price to Seller as provided in Article 1 hereof and the delivery
of  the  closing documents pro-vided for in Article 4 hereof.  The closing shall
be  held at the offices of Universal Media Holdings, Inc., 150 Broadhollow Road,
Melville, New York  11747, at 10 A.M. on or about January __, 2003 (the "closing
date").

4.  CLOSING  DOCUMENTS.  At  the  closing  Seller  shall execute and de-liver to
Purchaser:
(a)     a  Bill  of  Sale  and  Assignment  of  LLC  Ownership Interests that is
substantially  in  the  form  of  Exhibit  D  hereto;
(b)  certified  copies of resolutions duly adopted by the Board of Directors and
shareholders of Seller authorizing the sale of the Assets and the performance by
Seller  of  its  obligations  hereunder;
(d)     an  opinion of Seller's counsel, Michael S. Krome, P.C., dated as of the
closing  date, stating such counsel's opinion that:  (i) Seller is a corporation
duly  organized,  validly  existing  and  in  good  standing  under  the laws of
Delaware;  (ii) Seller has full power and authority, corporate and otherwise, to
enter  into  this  agreement  and  perform  its obligations hereunder; (iii) the
execution  and  delivery  of this agreement and the performance by Seller of its
obligations  hereunder  have  been duly authorized by the Board of Directors and
shareholders  of  Seller  and no further action or approval is required in order
to constitute this agreement as the binding obligation of Seller, enforceable in
accordance  with  its  terms,  except  as  enforceability  may  be  limited  by
bankruptcy,  moratorium,  insolvency  or  other laws affecting creditor's rights
generally; (iv) the execution and delivery of this agreement and the performance
by Seller of its obligations hereunder do not and will not violate any provision
of  the  Certificate of Incorporation or Bylaws of Seller; and (v) except as may
be  set  forth in this agreement, such counsel is not representing Seller in any
suit,  action or proceeding against Seller which, if adversely determined, would
prohibit  the  con-summation of the transactions contemplated by this agreement;
and
(e)     such  other  instruments  as  may  be necessary or proper to transfer to
Purchaser  all  other  ownership interests in the Assets to be transferred under
this  agreement

At  the  closing  Purchaser  shall  execute  and  deliver  to  Seller:

(a)  the  Promissory  Note,  Security  Agreement  and  UCC  Financing Statements
provided  for  in  Article  2  hereof;
(b)  certified  copies of resolutions duly adopted by the Board of Directors and
shareholders  of  Purchaser  authorizing  the  purchase  of  the  Assets and the
performance  by  Purchaser  of  its  obligations  hereunder;
(c)  An  opinion  of  Purchaser's counsel, dated as of the closing date, stating
such  counsel's  opinion  that:  (i)  Purchaser is a corporation duly organized,
validly  existing  and  in  good  standing  under  the  laws  of  Delaware; (ii)
Purchaser  has  full power and authority, corporate and otherwise, to enter into
this  agreement  and  perform its obligations hereunder; (iii) the execution and
delivery  of  this agreement and the performance by Purchaser of its obligations
hereunder  have  been duly authorized by the Board of Directors and shareholders
of  Purchaser  and  no  further  action  or  approval  is  required  in order to
constitute  this  agreement  as the binding obligation of Purchaser, enforceable

<PAGE>

in  accordance  with  its  terms,  except  as  enforceability  may be limited by
bankruptcy,  moratorium,  insolvency  or  other laws affecting creditor's rights
generally;  (iv)  the  execution  and  delivery  of  this  agreement  and  the
performance  by  Purchaser  of  its  obligations  hereunder  do not and will not
violate  any  provision  of  the  Certificate  of  Incorporation  or  Bylaws  of
Purchaser; and (v) except as may be set forth in this agreement, such counsel is
not  representing  Purchaser in any suit, action or proceeding against Purchaser
which,  if  adversely  determined,  would  prohibit  the  consummation  of  the
transactions  contemplated  by  this  agreement.

5.  THE  SECURITY  AGREEMENT.  The  Security  Agreement  shall create a security
interest in the goods, chattels and all other personal property included in this
sale and all other personal property acquired after the closing by Purchaser and
used in connection with the business, together with all proceeds thereof and all
increases,  substitutions,  replacements  and  additions  thereto.

Purchaser  agrees  to perfect the security interest of the Security Agreement by
executing  and  delivering  to  Seller  appropriate  Financing  Statements  and
extensions  and  renewals  thereof,  in  accordance  with  the provisions of the
Uniform  Commercial  Code,  and  all  other  instruments  or documents as may be
reasonably  requested  by Seller.  All filing fees in connection therewith shall
be  paid  by  Purchaser.

6.  WAIVER  OF  BULK  TRANSFER  REQUIREMENTS.  The parties waive compliance with
the  bulk  transfer  provisions  of  the  Uniform  Commercial  Code which may be
applicable  to  this  transaction.  Seller agrees to indemnify Purchaser against
all  claims  made  by  the  creditors  of  Seller.

7.  USE  OF  PURCHASE  PRICE  TO  PAY  ENCUMBRANCES.  If  there  is  any lien or
encumbrance  against  the  Assets,  or  anything else affecting this sale, which
Seller  is  obligated  to  pay  and discharge at the closing, Seller may use any
portion  of  the  balance  of  the purchase price to discharge it, or Seller may
allow  to  Purchaser  the  amount thereof as a credit at the closing.  Purchaser
agrees to provide separate certified checks as reasonably requested to assist in
clearing  up  these  matters.

8.  REPRESENTATIONS AND WARRANTIES OF SELLER.  Seller represents and warrants to
Purchaser  as  follows:

(a)  Seller  is a corporation duly organized and validly existing under the laws
of  Delaware, and is duly qualified to do business in New York.  Seller has full
power  and authority to conduct its business as now carried on, and to carry out
and  perform its undertakings and obligations as provided herein.  The execution
and  delivery  by  Seller  of  this  agreement  and  the  consummation  of  the
transactions  contemplated  herein  have  been  duly  authorized by the Board of
Directors  of  Seller  and will not conflict with or breach any provision of the
Certificate  of  Incorporation  or  Bylaws  of  Seller.

(b)  No action, approval, consent or authorization of any governmental authority
is  necessary  for  Seller  to  consummate the transactions contemplated hereby.
(c)  Seller  is  the  owner  of and has good and marketable title to the Assets,
free  of  all liens, claims and encumbrances, except as may be set forth herein.
(d)  There  are  no  violations  of  any  law or governmental rule or regulation
pending  against  Seller  or  the  Assets.
(e)  There  are  no  judgments,  liens,  suits,  actions  or proceedings pending
against  Seller  or  the  Assets.


<PAGE>

(f)  Seller  has  not entered into, and the Assets are not subject to, any:  (i)
written  contract  or  agreement  for  the  employment  of  any  employee of the
business;  (ii)  con-tract  with  any  labor  union  or  guild;  (iii)  pension,
profit-sharing,  retirement,  bonus,  insurance, or similar plan with respect to
any employee of the business; or (iv) similar contract or agreement affecting or
relating  to  the  Assets.
(g)  At  the  time  of  the  closing,  there  will  be  no  creditors of Seller.
(h)  The  Contracts  are  in  full  force and effect and with-out any default by
Seller  thereunder.  All copies of the Contracts provided by Seller to Purchaser
are  true and complete copies of the original Contracts.  Seller is not indebted
under any executory Contracts, except as may be set forth in Exhibit A-1 hereto.

9.  REPRESENTATIONS  AND  WARRANTIES  OF  PURCHASER.  Purchaser  represents  and
warrants  to  Seller  as  follows:

(a)  Purchaser  is  a  corporation duly organized and validly existing under the
laws  of  Delaware, and is duly qualified to do business in New York.  Purchaser
has  full  power  and  authority  to carry out and perform its under-takings and
obligations  as  provided  herein.  The  execution  and delivery by Purchaser of
this agreement and the consummation of the transactions contemplated herein have
been  duly  authorized  by  the  Board  of  Directors  of Purchaser and will not
conflict  with  or  breach  any provision of the Certificate of Incorporation or
Bylaws  of  Purchaser.
(b)  No action, approval, consent or authorization of any governmental authority
is  necessary for Purchaser to con-summate the transactions contemplated hereby.
(c)  There are no judgments, liens, suits, actions or proceedings pending or, to
the  best  of  Purchaser's  knowledge,  threatened  against  Purchaser  or  its
property.

10.  NO  OTHER  REPRESENTATIONS.  Purchaser acknowledges that neither Seller nor
any  representative  or agent of Seller has made any re-presentation or warranty
(expressed  or  implied)  regarding the Assets or the business, or any matter or
thing  affecting or relating to this agreement, except as specifically set forth
in  this  agreement.  Seller  shall  not be liable or bound in any manner by any
oral  or  written  statement, representation, warranty, agreement or information
pertaining  to  the  Assets  or  the business or this agreement furnished by any
broker,  agent or other person, unless specifically set forth in this agreement.
Purchaser  has inspected the Assets, Purchaser agrees to take the Assets "as is"
and  in  their  present  condition,  subject  to  reasonable use, wear, tear and
deterioration  between  now  and  the  closing  date.

11.  CONDUCT  OF  THE  BUSINESS.  Seller,  until  the  closing,  shall:

(a)  conduct  the  business  in  the  normal,  useful  and  regular  manner;
(b)  use  its  best  efforts  to  preserve  the business and the goodwill of the
customers  and  suppliers  of  the  business  and  others  having relations with
Seller;  and
(c)  give  Purchaser  and  its duly designated representatives reasonable access
to  Seller's  premises and the books and records of the business, and furnish to
Purchaser  such  data  and  information  pertaining  to  Seller's  business  as
Purchaser  from  time  to  time  reasonably  may  request.


<PAGE>

Unless  and  until  the  closing  shall  take  place,  Purchaser  shall  hold in
confidence  all  information obtained in connection with this agreement, and, if
for  any  reason  the  closing  shall  not take place, Purchaser shall return to
Seller  all  documents  received  hereunder.

12.  EXPENSES  BEFORE  AND  AFTER  THE CLOSING.  Except as otherwise provided in
this  agreement,  Seller  shall  be  liable  for  the  payment  of all bills for
merchandise,  goods  and inventory delivered to the business before the closing;
and  Purchaser  shall  be  liable  for the payment of all bills for merchandise,
goods  and  inventory  delivered  to the business after the date of the closing.

Seller  shall  be liable for the payment of all salaries, payroll deductions and
taxes  levied upon the employer in connection with the employee's work performed
before  the  closing.  Purchaser  shall  be  responsible  for the payment of all
salaries,  payroll  deductions  and taxes levied upon the employer in connection
with  the  employee's  work  performed  after  the  closing.

13.  CONDITIONS  TO  CLOSING.  The obligations of the parties to close hereunder
are  subject  to  the  following  conditions:

(a)  All of the terms, covenants and conditions to be complied with or performed
by the other party under this agreement on or before the closing shall have been
com-plied  with  or  performed  in  all  material  respects.
(b)  All representations or warranties of the other party herein are true in all
material  respects  as  of  the  closing  date.
(c)  On  the  closing date, there shall be no liens or en-cumbrances against the
Assets,  except  as  may  be  provided  for  herein.

If Purchaser shall be entitled to decline to close the transactions contemplated
by  this  agreement,  but Purchaser nevertheless shall elect to close, Purchaser
shall be deemed to have waived all claims of any nature arising from the failure
of Seller to comply with the conditions or other provisions of this agreement of
which  Purchaser  shall  have  actual  knowledge  at  the  closing.

14.  BROKERAGE.  The  parties  hereto  represent  and warrant to each other that
they  have not dealt with any broker or finder in connection with this agreement
or  the  transactions  contemplated hereby, and no broker or any other person is
entitled  to  receive  any  brokerage  commission,  finder's  fee  or  similar
compensation  in connection with this agreement or the transactions contemplated
hereby.  Each  of  the  parties shall indemnify and hold the other harmless from
and  against all liability, claim, loss, damage or expense, including reasonable
attorneys' fees, pertaining to any broker, finder or other person with whom such
party  has  dealt.

15.  NOTICES.  All  notices,  demands  and  other  communications  required  or
permitted  to be given hereunder shall be in writing and shall be deemed to have
been  properly  given  if  delivered by hand or by Federal Express courier or by
registered  or  certified mail, re-turn receipt requested, with postage prepaid,
to  Seller  or  Purchaser,  as  the  case may be, at their addresses first above
written,  or  at  such  other  addresses  as  they may designate by notice given
here-under.

16.  SURVIVAL.  The  representations,  warranties  and covenant contained herein
shall  survive the delivery of the Bill of Sale and shall continue in full force
and  effect  after  the  closing,  except  to  the  extent  waived  in  writing.


<PAGE>

17.  FURTHER  ASSURANCES.  In  connection  with the transactions contemplated by
this  agreement,  the  parties  agree  to  execute  and  deliver  such  further
instruments, and to take such further actions, as may be reasonably necessary or
proper  to  effectuate  and  carry  out  the  transactions  contemplated in this
agreement.

18.  ENTIRE  AGREEMENT.  This  agreement  contains  all of the terms agreed upon
between  Seller  and  Purchaser with respect to the subject matter hereof.  This
agreement  has  been  entered  into after full investigation.  All prior oral or
written  statements, representations, promises, understandings and agreements of
Seller  and  Purchaser  are  merged into and superseded by this agreement, which
alone  fully  and  completely  expresses  their  agreement.

19.  CHANGES  MUST  BE  IN  WRITING.  No  delay  or omission by either Seller or
Purchaser in exercising any right shall operate as a waiver of such right or any
other  right.  This  agreement  may  not be altered, amended, changed, modified,
waived  or  terminated  in any respect or particular unless the same shall be in
writing  signed  by the party to be bound.  No waiver by any party of any breach
here-under  shall  be  deemed  a  waiver  of  any  other  or  subsequent breach.

20.  CAPTIONS  AND EXHIBITS.  The captions in this agreement are for convenience
only  and  are  not to be considered in construing this agreement.  The Exhibits
annexed  to  this  agreement  are  an integral part of this agreement, and where
there  is  any  reference  to  this agreement it shall be deemed to include said
Exhibits.

21.  GOVERNING  LAW.  This  agreement  shall  be  governed  by  and construed in
accordance  with  the  laws of the State of New York.  If any provisions of this
agreement shall be unenforceable or invalid, such unenforceability or invalidity
shall  not  affect  the  remaining  provisions  of  this  agreement.

22.  BINDING  EFFECT.  This  agreement  shall  not  be considered an offer or an
acceptance  of  an  offer  by Seller, and shall not be binding upon Seller until
executed  and  delivered  by both Seller and Purchaser.  Upon such execution and
delivery,  this  agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, administrators, successors
and  permitted  assigns.

IN  WITNESS  WHEREOF,  the  parties  have executed this agreement as of the date
first  above  written.


                               CDKNET,  INC.

                               By  ________________________
                                            President

                               NATIONAL  MANAGEMENT  CONSULTANTS,  INC.
                             (formerly  UNIVERSAL  MEDIA  HOLDINGS,  INC.)

                               By  ________________________
                                            President

<PAGE>
                                   EXHIBIT  A

                          OTHER  ASSETS  AND  LIABILITIES


Assets  of  Diversified  Capital  Holdings,  LLC.,  as  listed  herein:

Debt  Instruments  in:

Panama  Industries,  Ltd.
Dominix,  Inc.
Augrid  of  Nevada,  Inc.



Other  Assets:



Assets  of  CDKNet,  LLC,  not  already  listed:

CD  Duplication  equipment  with  Capital  Collateral  Account


Liabilities  of  Diversified  Capital  Management,  LLC  and  CDKNet,  LLC:

Note  on  CD  Duplication  equipment  (or  leases  ?)



<PAGE>



                                    EXHIBIT  B

                                 PROMISSORY  NOTE

STATE  OF  NEW  YORK,  COUNTY  OF                     ,  ss.

January  __,  2003                                             $339,000.00

          FOR  VALUE  RECEIVED,  National Managament Consultants, Inc. (formerly
Universal Media Holdings, Inc.), a Delawarecorporation, having an address at 150
Broadhollow  Road,  Melville, NY 1174("Maker"), hereby covenants and promises to
pay to CDKNet, Inc., a Delawarecorporation, having an address at 150 Broadhollow
Road,  Melville,  New  York ,("Payee"), or order, at Payee's address first above
written or at such other address as Payee may designate in writing, Five Hundred
Fifty  Thousand  Dollars  ($339,000.00),  lawful  money  of the United States of
America,  together  with  interest  thereon computed from the date hereof at the
rate  of  five  percent  (5%)  per  annum, which principal and interest shall be
payable  in  equal  monthly  installments  of  Sixteen  Thousand  Four  Hundred
Eighty-Four  Dollars  and  12/100ths Dollars ($9,905.59) each, commencing on the
16th  day  of  February,  2003,  and  continuing  on  the 16th day of each month
thereafter,  to  be applied first against accrued interest at the aforesaid rate
on  the  outstanding principal amount, and then in reduction of principal, until
February  16,  2006 on which date all outstanding principal and accrued interest
shall  be  due  and  payable.


MAKER  COVENANTS  AND  AGREES  WITH  PAYEE  FOLLOWING:

          1.  Maker will pay the indebtedness evidenced by this Note as provided
herein.

          2.  This Note is secured by a Security Agreement of even date herewith
(the  "Security  Agreement").  All  of  the  terms,  covenants  and  conditions,
contained  in  the  Security  Agreement  are expressly incorporated by reference
herein  and hereby made a part hereof.  In the event of any conflict between the
provisions  of this Note and the provisions of the Security Agreement, the terms
of  the  Security  Agreement  shall  be  paramount  and  shall  govern.

          3.  In  the  event  any payment due hereunder shall not be paid on the
date  when  due, such payment shall bear interest at the lesser of 8 percent per
annum  or  the highest lawful rate permitted under applicable law, from the date
when  such  payment  was  due until paid.  This paragraph shall not be deemed to
extend  or  otherwise  modify  or  amend  the  date  when  such payments are due
hereunder.  The  obligations  of  Maker  under  this  Note  are  subject  to the
limitation  that  payments  of interest shall not be required to the extent that
the charging of or the receipt of any such payment by Payee would be contrary to
the  provisions of law applicable to Payee limiting the maximum rate of interest
which  may  be  charged  or  collected  by  Payee.


<PAGE>

          4.  The  holder  of  this Note may declare the entire unpaid amount of
principal  and  interest  under  this  Note to be immediately due and payable if
Maker  defaults  in the due and punctual payment of any installment of principal
or  interest  hereunder.

          5.  Maker shall have the right to prepay the indebtedness evidenced by
this  Note,  in  whole  or in part, without penalty, upon ten days prior written
notice  to  Payee.  The  installment payments provided for herein shall continue
without  change  after  any  such  prepayment.

          6.  Maker,  and  all  guarantors, endorsers and sureties of this Note,
hereby waive presentment for payment, demand, protest, notice of protest, notice
of  nonpayment,  and notice of dishonor of this Note.  Maker and all guarantors,
endorsers  and  sureties  con-sent  that the holder of this Note at any time may
extend  the  time  of  payment  of  all  or any part of the indebtedness secured
hereby,  or  may  grant  any  other  indulgences.

          7.  Any  notice  or  demand  required or permitted to be made or given
hereunder  shall  be  deemed  sufficiently  given  or  made if given by personal
service  or  by  Federal  Express  courier  or  by certified or registered mail,
return receipt requested, addressed, if to Maker, at Maker's address first above
written,  or  if to Payee, at Payee's address first above written.  Either party
may  change  its  address  by  like  notice  to  the  other  party.

          8.  This  Note  may  not  be changed or terminated orally, but only an
agreement in writing signed by the party against whom enforcement of any change,
modification,  termination,  waiver, or discharge is sought.  This Note shall be
construed  and  enforced  in  accordance  with  the  laws  of  New  York.

          IN  WITNESS  WHEREOF Maker has executed this Note as of the date first
above  written.



                               NATIONAL  MANAGEMENT  CONSULTANTS,  INC.
                             (formerly  UNIVERSAL  MEDIA  HOLDINGS,  INC.)

                               By  ________________________
                                            President

<PAGE>
                                    EXHIBIT  C

                               SECURITY  AGREEMENT


          AGREEMENT,  dated  as  of  January  __,  2003,  between  National
Management  Consultants,  Inc.  (formerly  Universal  Media Holdings,  Inc.),  a
Delaware  corporation,  having  an address at 150 BroadhollowRoad,  Melville, NY
11747  ("Debtor"),  and CDKNet, Inc., a Delaware corporation,having  an  address
at  New  York,  ("Secured  Party").

                              W  I  T  N  E  S  S  E  T  H:

          WHEREAS,  concurrently herewith Secured Party is lending to Debtor the
sum of $339,000.00, as evidenced by a Promissory Note of even date herewith (the
"Note");  and

          WHEREAS,  in  order  to induce Secured Party to make said loan, Debtor
has agreed to pledge to Secured Party certain property as security for the loan;

          NOW  THEREFORE,  in  consideration  of Ten Dollars, and other valuable
consideration, the receipt and sufficiency of which hereby are acknowledged, the
parties  hereto  agree  as  follows:

          1.  DEFINITIONS.  The  following terms as used in this Agreement shall
have  the  meanings  set  forth  below:

"Collateral"  shall  mean  all  of  the property set forth in Exhibit A attached
hereto  and  made a part hereof, and all property of the same class or character
acquired  by Debtor subsequent to the date hereof, and all proceeds thereof, and
all  substitutions,  replacements  and  accessions  thereto.

"Obligations"  shall  mean all principal and interest due or to become due under
the aforesaid Note, and any other indebtedness or liability of Debtor to Secured
Party,  direct  or  indirect,  absolute or contingent, due or to become due, now
existing  or  hereafter  arising.

          2.  CREATION  OF  THE  SECURITY  INTEREST.  Debtor  hereby  grants  to
Secured  Party  a  security  interest in all of the right, title and interest of
Debtor  in  and  to  the  Collateral  to  secure the full and prompt payment and
performance  of  all  of  the  Obligations.

          3.  DEBTOR'S  OBLIGATIONS TO PAY.  Debtor shall pay and perform all of
the  Obligations of Debtor to Secured Party as the same may become due according
to  their  terms.  Debtor  shall  be  liable for, and shall reimburse to Secured
Party,  all  expenses, including reasonable attorneys' fees, incurred or paid in
connection  with  establishing, perfecting, maintaining, protecting or enforcing
any  of  Secured  Party's  rights  and  remedies  hereunder.


          4.  PROTECTION  OF  THE  COLLATERAL.  Debtor shall defend the title to
the  Collateral  against  all  claims and demands whatsoever.  Debtor shall keep
the  Collateral  free  and  clear of all liens, charges, encumbrances, taxes and
assessments,  and  shall  pay  all  taxes,  assessments and fees relating to the
Collateral.  Upon  request  by  Secured  Party,  Debtor  shall  furnish  further
assurances  of  title,  execute  any  further  instruments and do any other acts
necessary  to  effectuate  the  purposes  and provisions of this Agreement.  The
risk  of  loss  of the Collateral at all times shall be borne by Debtor.  Debtor
shall  keep  the  Collateral  in good repair and condition and shall not misuse,
abuse  or waste the Collateral or allow the Collateral to deteriorate except for
normal  wear  and  tear.

<PAGE>

          The  Collateral  shall be kept at Debtor's place of business set forth
above,  except  for  temporary  removal  in  connection with its ordinary use or
unless Debtor shall have obtained the prior written consent of Secured Party for
its  removal  to  another location.  Secured Party shall have the right to enter
upon Debtor's premises at any reasonable time, and from time to time, to inspect
the  Collateral.

          5.  FILING  AND RECORDING.  Debtor, at its own cost and expense, shall
execute and deliver to Secured Party any financing statements, and shall procure
for  Secured  Party any other documents, necessary or appropriate to protect the
security  interest  granted  to  Secured  Party hereunder against the rights and
interests  of  third  parties,  and shall cause the same to be duly recorded and
filed  in all places necessary to perfect the security interest of Secured Party
in  the  Collateral.  In  the  event  that any recording or refiling thereof (or
filing  of  any  statements  of  continuation  or  assignment  of  any financing
statement)  is  required to protect and preserve such security interest, Debtor,
at  its  own  cost  and  expense,  shall cause the same to be re-recorded and/or
refiled at the time and in the manner requested by Secured Party.  Debtor hereby
authorizes  Secured  Party  to  file  or  refile  any  financing  statements  or
continuation  statements  with respect to the security interest granted pursuant
to  this  Agreement  which  at any time may be required or appropriate, although
the  same  may  have  been  executed  only by Secured Party, and to execute such
financing  statement  on behalf of Debtor.  Debtor hereby irrevocably designates
Secured  Party,  its  agents,  representatives  and  designees,  as  agent  and
at-torney-in-fact  for  Debtor  for  the  aforesaid  purposes.

          6.  DEFAULT.  The  occurrence  of  any  one  or  more of the following
events  (hereinafter  referred  to  as  "Events  of Default") shall constitute a
default  hereunder, whether such occurrence is voluntary or involuntary or comes
about  or  is  effected by operation of law or pursuant to or in compliance with
any  judgment,  decree or order of any court or any order, rule or regulation of
any  administrative  or  governmental  authority:

(a)  If  Debtor  shall  default  in the payment of any principal or interest due
under  the  Note;  or

(b)  If  Debtor  shall  fail to pay, perform or observe any covenant, agreement,
term  or  provision of this Agreement, or any other agreement or arrangement now
or  hereafter  entered  into  between  the parties hereto or with respect to any
Obligation  of  Debtor  to  Secured  Party;  or

(c)  If any representation, warranty or other statement of fact herein or in any
writing, certificate, report or statement at any time furnished to Secured Party
pursuant  to  or in connection with this Agreement or the Note shall be false or
misleading  in  any  material  respect;  or


<PAGE>

(d)  If Debtor shall:  admit in writing its inability to pay its debts generally
as  they  become  due; file a petition for relief under the bankruptcy laws or a
petition  to  take  advantage  of any insolvency act; make an assignment for the
benefit  of  creditors; commence a proceeding for the appointment of a receiver,
trustee,  liquidator  or  conservator  of itself or the whole or any substantial
part  of  its  property;  file  a  petition  or answer seeking reorganization or
arrangement  or  similar  relief  under the Federal Bankruptcy Laws or any other
applicable  law or statute of the United States or any State; or if Debtor shall
be  adjudged a bankrupt or insolvent, or a court of competent jurisdiction shall
enter  any  order, judgment or decree appointing a receiver, trustee, liquidator
or  conservator  of  Debtor  or  of  the  whole  or  any substantial part of the
property  of  Debtor  or  approves  a  petition  filed  against  Debtor  seeking
reorganization  or similar relief under the Federal Bankruptcy Laws or any other
applicable  law  or  statute of the United States or any State; or if, under the
provisions  of  any  other  law  for  the  relief  or aid of debtors, a court of
competent  jurisdiction  shall  assume custody or control of Debtor or the whole
or any substantial part of its property; or if there is commenced against Debtor
any  proceeding  for  any  of  the  foregoing  relief;  or  if Debtor by any act
indicates  its  consent to, approval of, or acquiescence in any such proceeding;
or

(e)  If  any  creditor  of  Debtor  for  any  reason  whatsoever hereafter shall
accelerate  payment in whole or in part of any outstanding obligation owed to it
by  Debtor  under  any  agreement or arrangement, or if any judgment against the
Debtor  or  any  execution  against  any  of its property for any amount remains
unpaid,  unstayed  or  undismissed  for  a  period  in  excess  of  ten days; or

(f)  If  Debtor  or any guarantor or surety of any Obligation shall die or cease
to  exist;  or

(g)  If  there  occur any reduction in the value of the Collateral or any act of
Debtor  which  imperils  the prospect of the full performance or satisfaction of
the  Obligations.

          7.  RIGHTS  AND REMEDIES.  Upon the occurrence of an Event of Default,
the  Obligations shall immediately become due and payable in full without notice
or  demand.  Secured  Party  shall  have all rights and remedies provided by the
Uniform  Commercial  Code in effect in the State of New York on the date hereof.
In  addition  to,  or  in  conjunction with, or substitution for such rights and
remedies,  Secured Party may at any time and from and after the occurrence of an
Event  of  Default  hereunder:

(a)  with  or  without notice to Debtor, foreclose the security interest created
herein  by  any  available  judicial  procedure,  or  take  possession  of  the
Collateral,  or any portion thereof, with or without judicial process, and enter
any  premises  where  the  Collateral  may  be located for the purpose of taking
possession of or removing the same, or rendering the same unusable, or disposing
of the Collateral on such premises, and Debtor agrees not to resist or interfere
therewith;

<PAGE>

(b)  require  Debtor to prepare, assemble or collect the Collateral, at Debtor's
own  expense,  and  make  the  same  available to Secured Party at such place as
Secured  Party  may  designate,  whether  at  Debtor's  premises  or  elsewhere;

(c)  sell,  lease  or  otherwise  dispose  of all or any part of the Collateral,
whether  in its then condition or after further preparation, in Debtor's name or
in  its  own  name, or in the name of such party as Secured Party may designate,
either at public or private sale (at which Secured Party shall have the right to
purchase),  in  lots  or  in  bulk,  for  cash  or  for  credit, with or without
re-presentations  or  warranties, and upon such other terms as Secured Party, in
its  sole  discretion,  may deem advisable; and ten days' written notice of such
public  sale  date  or  dates after which private sale may occur, or such lesser
period  of  time in the case of an emergency, shall constitute reasonable notice
hereunder;

(d)  execute  and  deliver  documents of title, certificates of origin, or other
evidence of payment, shipment or storage of any Collateral or proceeds on behalf
of  and  in  the  name  of  Debtor;

(e)  remedy  any  default by Debtor hereunder, without waiving such default, and
any  monies expended in so doing shall be chargeable with interest to Debtor and
added  to  the  Obligations  secured  hereby;  and

(f)  apply  for  an injunction to restrain a breach or threatened breach of this
Agreement  by  Debtor.

          8.  CUMULATIVE  RIGHTS.  All  rights,  remedies  and powers granted to
Secured  Party  herein,  or  in  any  instrument  or document related hereto, or
provided or implied by law or in equity shall be cumulative and may be exercised
singly  or  concurrently  on  any  one  or  more  occasions.

          9.  DEBTOR'S REPRESENTATIONS AND WARRANTIES.  Debtor hereby represents
and  warrants  to  Secured  Party  that:

(a)  Debtor  is  not  in  default  under any indenture, mortgage, deed of trust,
agreement  or  other  instrument  to  which  it is a party or by which it may be
bound.  Neither  the  execution  nor  the  delivery  of  this Agreement, nor the
consummation  of  the  transactions herein contemplated, nor compliance with the
provisions hereof, will violate any law or regulation, or any order or decree of
any  court  of  governmental  authority, or will conflict with, or result in the
breach  of,  or  constitute  a  default under, any in-denture, mortgage, deed or
trust,  agreement  or  other  instrument  to which Debtor is a party or by which
Debtor  may be bound, or result in the creation or imposition of any lien, claim
or  encumbrance  upon  any  property  of  Debtor.

(b)  Debtor has the power to execute, deliver and perform the provisions of this
Agreement  and  all  instruments  and  documents  delivered  or  to be delivered
pursuant  hereto,  and  has  taken  or  caused  to  be  taken  all  necessary or
appropriate  actions  to  authorize  the  execution, delivery and performance of
this  Agreement  and  all  such  instruments  and  documents.


<PAGE>

(c)  Debtor  is the legal and equitable owner of the Col-lateral, free and clear
of  all  security  interests,  liens,  claims and encumbrances of every kind and
nature.  Except  as  may  be set forth in Exhibit A annexed hereto, no financing
statement  covering  the  Collateral  or  its  proceeds is on file in any public
office.

(d)  No  default  exists, and no event which with notice or the passage of time,
or  both,  would constitute a default under the Collateral by any party thereto,
and  there  are no offsets, claims or defenses against the obligations evidenced
by  the  Collateral,  except  as may be expressly set forth in Exhibit A annexed
hereto.

          10.  NOTICES.  All  notices, requests, demands or other communications
provided  for  herein  shall  be  in  writing  and  shall be deemed to have been
properly  given if sent by Federal Express courier or by registered or certified
mail,  return receipt request-ed, with postage prepaid, addressed to the parties
at  their  respective  addresses  herein  above  set  forth,  or  at  such other
addresses  as  the  parties  may designate in writing.  Debtor immediately shall
notify Secured Party of any change in the address of Debtor or discontinuance of
the  place  of  business  or  residence  of  Debtor.

          11.  MODIFICATION  AND  WAIVER.  No  modification  or  waiver  of  any
provision  of  this  Agreement,  and  no  consent by Secured Party to any breach
thereof  by  Debtor, shall be effective unless such modification or waiver shall
be  in writing and signed by Secured Party, and the same shall then be effective
only  for  the  period  and on the conditions and for the specific instances and
purposes  specified  in  such  writing.  No course of dealing between Debtor and
Secured  Party in exercising any rights or remedies hereunder shall operate as a
waiver  or preclude the exercise of any other rights or remedies hereunder.  All
such  rights  and remedies shall continue unimpaired, notwithstanding any delay,
extension  of time, renewal, compromise or other indulgence granted with respect
to  any  of the Obligations.  Debtor hereby waives all notice of any such delay,
extension  of  time, renewal, compromise or indulgence, and consents to be bound
thereby  as  fully  and effectually as if Debtor expressly had agreed thereto in
advance.  The  aforesaid  Note  may  be  negotiated  by  Secured  Party, without
releasing  Debtor  or  the  Collateral.

          12.  BINDING  EFFECT.  This  Agreement shall be binding upon and inure
to  the  benefit  of  the  parties hereto and their respective heirs, executors,
administrators,  successors  and  assigns.  Secured  Party  may  assign  this
Agreement,  and  if  assigned,  the  assignee  shall be entitled, upon notifying
Debtor,  to the payment and performance of all of the Obligations and agreements
of  Debtor  hereunder  and  to  all  of the rights and remedies of Secured Party
hereunder,  and Debtor will assert no claims or defenses Debtor may have against
Secured  Party  against  the  assignee.  The  gender  and  number  used  in this
Agreement  are used for reference term only and shall apply with the same effect
whether  the  parties  are  masculine,  feminine,  neuter,  singular  or plural.

          13.  MISCELLANEOUS.  This  Agreement  shall be construed in accordance
with and shall be governed by the laws of the State of New York.  The invalidity
or  unenforceability  of  any  provision  of this Agreement shall not effect the
validity  or  enforceability  of  any other provision of this Agreement.  Debtor
covenants  and  agrees  to  execute  and deliver to Secured Party on demand such
additional  assurances,  writings  and instruments as may be required by Secured
Party  for  purposes of effectuating the intent of this Agreement.  The captions
in  this  Agreement  are  for  convenience  only, and shall not be considered in
construing  this  Agreement.

<PAGE>

          IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed this
Agreement  as  of  the  date  first  above  written.



                               NATIONAL  MANAGEMENT  CONSULTANTS,  INC.
                             (formerly  UNIVERSAL  MEDIA  HOLDINGS,  INC.)


                              By  ________________________
                                            President





                               CDKNET,  INC.

                               By  ________________________
                                            President

<PAGE>



                                    EXHIBIT  D

                                  BILL  OF  SALE

          KNOW  THAT,  for  valuable  consideration,  CDKNet,  Inc.,  a Delaware
corporation,  having  an  address  at  150 Broadhollow Road, Melville, New York,
("Seller"),  does  hereby  grant,  sell,  transfer  and  assign  unto  National
Management  Consultants,  Inc.  (formerly  Universal  Media Holdings,  Inc.),  a
Delaware  corporation,  having  an  address at 150 BroadhollowRoad, Melville, NY
11747  ("Purchaser"),  all  right, title and interest of Seller in  and  to  the
assets  of  the  business known as Assets of Diversified Capital Holdings,  LLC,
more  particularly  described  in  Exhibit  A  attached hereto and made  a  part
here-of,  and  the  entity  known  as  CDKNet,  LLC.

          TO  HAVE AND TO HOLD the same unto Purchaser and the heirs, executors,
administrators,  successors  and  assigns  of  Purchaser  forever.

          IN  WITNESS  WHEREOF, Seller has duly executed this Bill of Sale as of
January  __,  2003.



                               CDKNET,  INC.

                               By  ________________________
                                            President





<PAGE>