AGREEMENT

         This  Agreement  dated as of March __, 2001 (this  "Agreement")  by and
among American Jewelry Corp., a Delaware  corporation  (formerly known as United
Ventures  Group,  Inc.,  the  "Company"),   ________________________,   ________
____________________,  ___________________,  ___________________________ and
_____________________ (each a "Holder" and collectively, the "Holders").

                                   WITNESSETH

                  WHEREAS, reference is made to that certain Purchase Agreement,
dated as of the date hereof by and among the Holders and the Sellers  identified
therein (the  "Purchase  Agreement"),  providing that the Holders are purchasing
those certain 8%  Convertible  Debentures in the aggregate  principal  amount of
$1,000,000 (the  "Debentures")  from the Sellers in two tranches pursuant to the
Purchase Agreement; and

                  WHEREAS,   the  Company  desires  to  amend  and  restate  the
Debentures in certain respects; and

                  WHEREAS,  unless otherwise  defined herein,  capitalized terms
shall have the meaning set forth in the Debentures.

                  NOW THEREFORE,  in consideration of the covenants and promises
of the  parties  set  forth  in this  Agreement  and  other  good  and  valuable
consideration   ,  the  receipt  and  legal   sufficiency  of  which  is  hereby
acknowledged, each of the parties hereby agree as follows:

AGREEMENT

1.       Amendment to the Debentures
         ---------------------------

         The  Debentures  have been  amended and  restated in the form  attached
hereto as Exhibit A.

2.       Limitation of Conversion of the Debentures.
         -------------------------------------------

         The Holders hereby agree that they shall not, in the aggregate, convert
the  Debentures  into (i) more than 17 million shares of Common Stock during the
ninety day period  commencing  upon the  Closing  and  ending  ninety  (90) days
thereafter,  except as  permitted  by  section  (ii),  (ii) more than 12 million
shares  during the period  commencing  forty days after the  Closing  and ending
ninety days after the Closing (in addition to the conversions described in (i)),
(iii) more than 15 million shares of Common Stock for each of the two subsequent
ninety day periods  thereafter  (i.e.,  91-180 days after the Closing  being the
first 90 day  period  and  181-270  days  after the  Closing  being  the  second
subsequent  ninety day  period).  If the Company  fails to deliver to a Holder a
certificate or  certificates  pursuant to Section (b) of the Debenture  prior to
the 15th Trading Day after the Conversion  Date,  this paragraph 2 shall be null
and void with respect to such Holder.  The Holder shall have the right to pursue
equitable relief to obtain such certificate
<PAGE>

or certificates (including without limitation,  a decree of specific performance
and/or injunctive relief).

         The number of Debentures permitted to be converted by the Holders shall
be allocated among Cameron Worldwide Ltd., Rosebery Investments Limited,  Dahmer
Trading  Co., and Lawina  International  Ltd.  ("Group 1") and YGD  Incorporated
("Group  2") in  proportion  to the  number of shares  purchased  by each  Group
pursuant  to  the  Purchase  Agreement.   For  example,   and  for  purposes  of
illustration  only,  Group  1  purchased  $750,000  in  Debentures  and  Group 2
Purchased  $250,000 in Debentures.  With respect to subsection (i) above,  Group
shall be permitted to convert  Debentures into a maximum of 12,750,000 shares of
Common Stock and Group 2 shall be permitted to convert Debentures into a maximum
of  4,250,000  shares of Common  Stock.  To the extent  that one group  converts
Debentures into less than the maximum  limitations  described  above,  the other
group may not convert  Debentures  into more than its allotted  shares of Common
Stock without the consent of the other group.

3.       No Short Sales
         --------------

         The  Holders  further  covenant  that  neither  they  nor any of  their
affiliates  nor any entity managed by the Holders will engage in any short sales
of the Debentures or the shares of common stock of the Company or enter into any
agreement  or  arrangement  designed  to reduce  the risks  arising  out of this
Agreement  or  transactions   contemplated  hereby.   Notwithstanding   anything
contained herein to the contrary,  the Company and Holder  acknowledge and agree
that sales of the Common  Stock  after the  Conversion  Date (as  defined in the
Debenture)  but  prior to the date  the  Company  actually  delivers  the  stock
certificate  representing shares of common stock shall not be considered a short
sale. This provision shall survive termination of this Agreement.

4.       Change of Control
         -----------------

         In the event of the  consummation of a Change of Control (as defined in
the Debenture), this agreement shall terminate and be deemed null and void.

5.       Issuances of Convertible Debentures
         -----------------------------------

         In the event  that  during  twelve  months  from the date  hereof,  the
Company shall sell, or otherwise dispose of, securities  convertible into shares
of Common Stock at a conversion or issuance  price which is less than the market
price of the Common Stock at the time of issuance of such security or instrument
("Convertible  Securities"),  then  the  conversion  limitations  set  forth  in
paragraph 2 herein shall be null and void. Convertible Securities shall under no
circumstances include (i) options or warrants to employees,  officers, directors
or  consultants,  (ii) currently  outstanding  securities,  (iii) warrants to be
issued to Morse Financial Inc., its successors or assigns;  or (iv) warrants the
Company  may issue  after the date  hereof  which are  exercisable  to  purchase
500,000  shares of Common  Stock  (approximately  $50,000 of value);  or (v) the
Debentures or Common Stock issuable upon conversion of the Debentures.


                                      -2-
<PAGE>

6.       Representations of the Company.
         -------------------------------

         In connection with the purchase of the Debentures and in  consideration
for the Holders  agreement  provided  herein,  the Company  makes the  following
representations and warranties.

            (a)  Corporate  Organization.  The  Company  is a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction of its incorporation.

            (b)  Corporate  Authority  and  Enforceability.  The Company has the
requisite  corporate  power and  authority to execute,  deliver and perform this
Agreement and the Debentures.  Each of this Agreement and the Debentures are the
valid and binding  obligation of the Company  enforceable in accordance with its
terms,  except as  enforceability  is limited by (A) any applicable  bankruptcy,
insolvency,  reorganization,  moratorium,  fraudulent  transfer,  or similar law
affecting  creditors'  rights  generally,  or (B) general  principles of equity,
whether  considered in a proceeding in equity or at law; or (C) applicable  laws
and court  decisions which may limit or render  unenforceable  certain terms and
provisions  contained  therein,  but which in our  opinion do not  substantially
interfere with the practical realization of the benefits thereof, except for the
economic  consequence of any procedural delay which may be imposed by, relate to
or result from such laws and court decisions.

            (c) Validity of Debentures.  The issuance of the Debentures has been
duly  authorized  and, when issued,  sold and  delivered in accordance  with the
terms of the Purchase Agreement and for the consideration  expressed herein, the
Debentures shall be validly issued, fully paid and non-assessable.

            (d)  Reservations  of Shares.  The  Company  shall  reserve and keep
available  at all times such number of shares of Common Stock for the purpose of
enabling  the  Company to satisfy  any  obligation  to issue  Common  Stock upon
conversion of Debentures in accordance  with the  limitations  on conversion set
forth herein.

         Simultaneously with the Closing,  the Company's counsel will deliver an
opinion  of  counsel  as to the  foregoing,  in form  and  substance  reasonably
acceptable to the Holders and their counsel.

7.       Subsequent Filings of Registration Statements
         ---------------------------------------------

         In the event that the Company  files with the  Securities  and Exchange
Commission a registration  statement to register any of its securities under the
Securities Act of 1933, as amended, on Form SB-2, S-1, S-3 (but not forms S-4 or
S-8 or any successor or similar form(s) (except registrations on such or similar
forms for  registration of securities in connection with (i) an employee benefit
plan or dividend reinvestment plan or a merger,  consolidation or other business
contributions,  (ii) debt securities that are not convertible into Common Stock;
and (iii)  securities  issuable upon  exercise of warrants  issued to any of the
Holders, Morse Financial Inc. (or any of their successors or assigns), the terms
contained  in  paragraph  2 shall  terminate  and be deemed null and void on the
thirtieth day following such filing.


                                      -3-
<PAGE>

8.       Miscellaneous
         -------------

            (a) Specific Enforcement, Consent to Jurisdiction.

                  (i) The  Company and the  Holders  acknowledge  and agree that
irreparable  damage would occur in the event that any of the  provisions of this
Agreement  were not performed in accordance  with their  specific  terms or were
otherwise breached.  It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent or cure breaches of the provisions of
this Agreement and to enforce  specifically  the terms and provisions  hereof or
thereof,  this being in addition to any other remedy to which any of them may be
entitled by law or equity.

                  (ii)  Each  of  the   Company   and  the  Holders  (i)  hereby
irrevocably  submit to the  jurisdiction  of the courts of the State of New York
located  in New York  County and the  Federal  District  Court for the  Southern
District of New York for the purposes of any suit, action or proceeding  arising
out of or relating to this Agreement and (ii) hereby  waives,  and agrees not to
assert  in any  such  suit,  action  or  proceeding,  any  claim  that it is not
personally  subject to the jurisdiction of such court,  that the suit, action or
proceeding  is brought in an  inconvenient  forum or that the venue of the suit,
action or proceeding is improper. Each of the Company and the Holders consent to
process  being served in any such suit,  action or  proceeding by mailing a copy
thereof  to such party at the  address  in effect  for  notices to it under this
Agreement  and agrees that such service  shall  constitute  good and  sufficient
service of process and notice  thereof.  Nothing in this Section shall affect or
limit any right to serve process in any other manner permitted by law.

            (b) Entire Agreement;  Amendment. This Agreement contains the entire
understanding  of the parties  with respect to the matters  covered  hereby and,
except as  specifically  set forth  herein,  neither the Company nor the Holders
make any representations, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be waived or amended other than by a
written  instrument  signed by the party  against whom  enforcement  of any such
amendment or waiver is sought.

            (c)  Notices.  Any  notice,   demand,   request,   waiver  or  other
communication  required or permitted to be given  hereunder  shall be in writing
and shall be effective (a) upon hand delivery by telex (with correct answer back
received),  telecopy or facsimile at the address or number  designated below (if
delivered on a business day during normal business hours where such notice is to
be received),  or the first  business day following  such delivery (if delivered
other than on a business day during normal  business  hours where such notice is
to be received) or (b) on the second  business day following the date of mailing
by express courier service,  fully prepaid,  addressed to such address,  or upon
actual receipt of such mailing,  whichever shall first occur.  The addresses for
such communications shall be:

                                      -4-
<PAGE>

If to the Company:                  American Jewelry Corp.
                                    131 West 35th Street
                                    New York, NY 10001
                                    Attention:  Isaac Nussen
                                    Telephone: 212-736-0880
                                    Fax: 212-736-1190

with copies to:                     Jenkens & Gilchrist Parker Chapin LLP
                                    The Chrysler Building
                                    405 Lexington Avenue
                                    New York, NY 10174
                                    Attention:  Mitchell S. Nussbaum, Esq,
                                    Telephone:  212-704-6000
                                    Fax:  212-704-6288

If to the Holders:                  Zane and Rudofsky
                                    152 West 57th Street, 7th Floor
                                    New York, New York 10019
                                    Attention:  James B. Zane, Esq.
                                    Telephone: 212-245-2222
                                    Fax:  212-541-5555


         Any party  hereto may from time to time  change its address for notices
by giving at least ten (10) days written  notice of such changed  address to the
other party hereto.

            (d)  Waivers.  No waiver by either party of any default with respect
to any provision,  condition or requirement of this Agreement shall be deemed to
be a  continuing  waiver in the  future  or a waiver  of any  other  provisions,
condition or requirement hereof, nor shall any delay or omission of any party to
exercise any right hereunder in any manner impair the exercise of any such right
accruing to it thereafter.

            (e) Headings.  The article,  section and subsection headings in this
Agreement  are for  convenience  only and  shall not  constitute  a part of this
Agreement  for any other  purpose and shall not be deemed to limit or affect any
of the provisions hereof.

            (f) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their successors and assigns;  provided,
however,  that the  parties  hereto may not amend this  Agreement  or assign any
rights or obligations hereunder without the prior written consent of the Company
and the Holders.  After the Closing, the assignment by a party to this Agreement
of any rights  hereunder  shall not affect the  obligations  of such party under
this Agreement.


                                      -5-
<PAGE>


            (g) Governing Law. This Agreement shall be governed by and construed
in accordance  with the internal laws of the State of New York,  without  giving
effect to the choice of law provisions.

            (h) Entire  Agreement.  The Company and the Holders  acknowledge and
agree that the Debentures  and this  Agreement  entered into between the Company
and the Holders simultaneously  herewith constitute the entire agreement between
the parties.  The Holders have no liability or responsibility to the Company for
contractual  agreements  with respect to the  Debentures  except as provided for
herein and in the Debentures.

            (i)  Counterparts.  This  Agreement may be executed in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument and shall become effective when counterparts have been signed by each
party and delivered to the other parties  hereto,  it being  understood that all
parties  need not sign the same  counterpart.  In the  event  any  signature  is
delivered  by  facsimile  transmission,  the party  using such means of delivery
shall cause four additional executed signature pages to be physically  delivered
to the other parties within five days of the execution and delivery hereof.

            (j) Severability.  In the event that any provision of this Agreement
becomes or is  declared  by a court of  competent  jurisdiction  to be  illegal,
unenforceable  or void,  this Agreement  shall continue in full force and effect
without said provision;  provided that such severability shall be ineffective if
it materially changes the economic benefit of this Agreement to any party.

            IN WITNESS  WHEREOF,  this  Agreement  has been duly executed by the
parties as of the date first written above.

                                         AMERICAN JEWELRY CORP.


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                                      -7-