EXHIBIT 1


              SETTLEMENT AGREEMENT dated December 29, 2000, among Holsten
Investment Inc. ("Holsten"), Universal Express, Inc. ("USXP") and Sky World
International Couriers, Inc. ("Sky World"), Richard A. Altomare ("Altomare")
and Albert P. Hernandez ("Hernandez).

1. Upon execution of this Agreement:

   (a)   Antonio Zamora, as Escrow Agent, shall deliver to Holsten and
         Hernandez, to be allocated among them in the same percentages as sold
         by them under PSA, all of the shares of SkyWorld Stock held by him in
         escrow under the Stock Purchase Agreement date July 1, 1998, as amended
         ("SPA"). Title to such Shares shall vest in Holsten and Hernandez
         immediately, free of any claims or rights of USXP.

   (b)   Antonio Zamora shall deliver to USXP all shares of USXP held by him
         under the SPA.

   (c)   The SPA shall terminate with all rights, privileges obligations and
         liabilities of each party thereunder terminating.

   (d)   USXP acknowledges that it holds no legal or equitable title to, or
         right to acquire from anyone, any shares of capital stock of SkyWorld.

2. SkyWorld will give USXP a non-exclusive license to sublicense the use of the
   SkyNet name in connection with an international courier service in the US, as
   set forth in Exhibit A (to be drafted later).

3. SkyWorld will give USXP an agreement to provide international courier service
   on the terms set forth in Exhibit B (to be drafted later).

4. SkyWorld will pay all debts and obligations to USXP as follows:

   (a)   $200,000 in cash within 60 days hereof which USXP agrees to earmark to
         development of the franchise operations; plus

   (b)   $30,000 per month for six (6) consecutive months, beginning 30 days
         after the payment of the aforesaid $200,000, plus an additional $20,000
         one month after the sixth (6th) payment of $30,000, to be used as
         determined by USXP.





<PAGE>


5.    SkyNet will issue a service credit to USXP in the amount of $700,000, as
      set forth in Exhibit C (to be drafted later), provided that USXP shall not
      use more than $50,000 in credits in any one month, unless authorized
      otherwise by SkyNet.

6. USXP and Richard Altomare is to be released from all of their obligations to
   SkyWorld incurred while USXP was a shareholder of SkyWorld. SkyWorld and
   Albert P. Hernandez is to be released from all of their obligations incurred
   to USXP while USXP was a shareholder of SkyWorld.

7. The parties hereto and Richard Altomare shall exchange with each other
   complete Releases within sixty (60) days of the date hereof.

8. The parties shall prepare the agreements described in 2 and 3 above as
   promptly as possibly. Payments to USXP pursuant to (4) above shall be subject
   to the exchange of releases by the parties.

                                 /s/
                                 ---------------------
                                 RICHARD A. ALTOMARE

                                 /s/
                                 ---------------------
                                 ALBERT P. HERNANDEZ


                                 HOLSTEN INVESTMENTS, INC.
                                     By: /s/
                                 -------------------------

                                 UNIVERSAL EXPRESS, INC.
                                     By: /s/
                                 -------------------------

                                 SKYWORLD INTERNATIONAL COURIERS, INC.
                                     By: /s/
                                 -------------------------------------



<PAGE>




GENERAL RELEASE

KNOW ALL MEN BY THESE PRESENTS:

   That SKYWORLD INTERNATIONAL COURIERS, INC. (SkyWorld), HOLSTEN
INVESTMENTS, INC. (Holsten) and ALBERT P. HERNANDEZ (Hernandez), herein
collectively referred to as the first party, for and in consideration of the
sum of $10.00 and other good and valuable considerations, received from or on
behalf of UNIVERSAL EXPRESS, INC., (USXP) and RICHARD A. ALTOMARE (Altomare)
herein collectively know as the second party, the receipt whereof is hereby
acknowledged.

   (Wherever used herein the terms "first party" and "second party" shall
include singular and plural, heirs, legal representatives and assigns of
individuals, and the successor and assigns or corporations, wherever the context
so admits or requires).

   HEREBY remise, release, acquit, satisfy and forever discharge the said second
party, of and from all, and all manner of action and actions, cause and causes
of actions, suits, debts, dues, sums of money, accounts, reckonings, bonds,
bills, specialties, covenants, contracts, controversies, agreements, promises,
duties, obligations, undertakings, variances, trespasses, damages, judgements,
executions, claims and demands whatsoever, in law or in equity, which said first
party ever had, now has, or which any personal representative, successor, heir,
or assign of said first party hereafter can, shall or may have, against said
second party, for, upon or by reason of any matter, cause or thing whatsoever,
from the beginning of the world to the date of this General Release, except as
provided in the Settlement Agreement dated December 29, 2000 executed by the
parties hereto.

   This General Release may be executed in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed an original, but all of which taken together shall constitute
one and the same release.

   This General Release shall be governed by and construed in accordance with
the laws of the State of Florida.

   If any term, provision, clause or part of this General Release or the
application thereof under certain circumstances is held invalid, illegal or
incapable of being enforced by any law or public policy, all other terms,
provisions and parts of this General Release shall nevertheless remain in full
force and effect.

   IN WITNESS WHEREOF, the parties hereto have caused this release to be duly
executed on the 2nd day of January, 2001.


                                      SKYWORLD INTERNATIONAL COURIERS, INC.
                                      By: /s/
                                      --------------------------------------

                                      HOLSTEN INVESTMENTS, INC.
                                      By: /s/
                                      --------------------------

                                       /s/
                                      --------------------------
                                      ALBERT P. HERNANDEZ

   STATE OF           )
                      ) SS:
   COUNTY OF          )

   The foregoing general release was acknowledged before me this 2nd day of
January, 2001, by Albert Hernandez, as President of SkyWorld International
Couriers, Inc. and by Albert P. Hernandez, individually, who are personally
known to me or have produced driver's license as identification.

                                            /s/
                                            -------------------------

   Print Name: _________________________
   Notary Public, State of _________________

  State of             )
                       ) SS:
  County of            )

   The foregoing general release was acknowledged before me this 2nd
day of January, 2001, by G. Guzman, as Attorney of Holsten Investments, Inc.
and by Albert P. Hernandez, individually, who are personally known to me or
have produced driver's license as identification.

                                              /s/
                                              -------------------------

   Print Name: _________________________
   Notary Public, State of _________________



<PAGE>

GENERAL RELEASE

KNOW ALL MEN BY THESE PRESENTS:

   That UNIVERSAL EXPRESS, INC, (USXP) and RICHARD A. ALTOMARE (Altomare),
herein collectively referred to as the first party, for and in consideration of
the sum of $10.00 and other good and valuable considerations, received from or
on behalf of SKYWORLD INTERNATIONAL COURIERS, INC. (SkyWorld), HOLSTEN
INVESTMENT, INC (Holsten) and ALBERT A. HERNANDEZ (Hernandez) herein
collectively know as the second party, the receipt whereof is hereby
acknowledged.

   (Wherever used herein the terms "first party" and "second party" shall
include singular and plural, heirs, legal representatives and assigns of
individuals, and the successor and assigns or corporations, wherever the context
so admits or requires).

   HEREBY remise, release, acquit, satisfy and forever discharge the said second
party, of and from all, and all manner of action and actions, cause and causes
of actions, suits, debts, dues, sums of money, accounts, reckonings, bonds,
bills, specialties, covenants, contracts, controversies, agreements, promises,
duties, obligations, undertakings, variances, trespasses, damages, judgements,
executions, claims and demands whatsoever, in law or in equity, which said first
party ever had, now has, or which any personal representative, successor, heir,
or assign of said first party hereafter can, shall or may have, against said
second party, for, upon or by reason of any matter, cause or thing whatsoever,
from the beginning of the world to the date of this General Release, except as
provided in the Settlement Agreement dated December 29, 2000 executed by the
parties hereto.

   This General Release may be executed in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed an original, but all of which taken together shall constitute
one and the same release.

   This General Release shall be governed by and construed in accordance with
the laws of the State of Florida.

   If an term, provision, clause or part of this General Release or the
application thereof under certain circumstances is held invalid, illegal or
incapable of being enforced by any law or public policy, all other terms,
provisions and parts of this General Release shall nevertheless remain in full
force and effect.


<PAGE>


   IN WITNESS WHEREOF, the parties hereto have caused this release to be duly
executed on the 2nd day of January, 2001.


                                      UNIVERSAL EXPRESS, INC.
                                      ------------------------
                                      By: /s/


                                       /s/
                                      ------------------------
                                      RICHARD A. ALTOMARE

   STATE OF          )
                     ) SS:
   COUNTY OF         )

   The foregoing general release was acknowledged before me this 2nd day of
January, 2001, by Richard Altomare, as President of Universal Express, Inc. and
by Richard Altomare, individually, who are personally known to me or have
produced driver's license as identification.

                                        /s/
                                        --------------------------

   Print Name: _________________________
   Notary Public, State of _________________