Exhibit 10.1 Employment  Agreement  between  Universal Media Holdings,  Inc. and
Kenneth Parsteck



         AGREEMENT, dated as of the 29th day of October, 2001, between UNIVERSAL
MEDIA  HOLDINGS,  INC., a Delaware  Corporation,  with principal  offices at 545
Madison Avenue,  6th Floor, New York, New York  (hereinafter  referred to as the
"Company")  and Kenneth C.  Parsteck,  residing at Floral Park, New York (herein
referred to as "KCP").

                                   WITNESSETH:

         WHEREAS, the Company desires to formalize its relationship with KCP and
KCP wishes to formalize his relationship with the Company; and
         WHEREAS,  KCP is willing to formalize his relationship with the Company
on the terms and subject to the conditions contained herein.
         NOW, THEREFORE, the parties have agreed to the following:

1.       Employment.  The Company  hereby  employs KCP, and KCP hereby agrees to
enter into the  agreement  with the Company,  as  President  and Chairman of the
Board of Directors of the Company.

2.       No Breach of  Obligations.  KCP  represents and warrants to the Company
that he has the requisite  skills and experience,  and has proven his values and
abilities to the Company, and is ready, willing and able to perform those duties
attendant  to the  position  for which he is hired and that his entry  into this
Agreement  with the Company does not  constitute a breach of any agreement  with
any other person, firm or corporation,  nor does any prior agreement between KCP
and any person, firm or corporation contain any restriction or impediment to the
ability of KCP to perform  those duties for which he was hired,  or which may be
assigned to, or reasonably expected of him.
3.       Services.  During the full term of this Agreement, KCP shall perform to
the best of his abilities the following  services and duties, in such manner and
at such times as the Company may direct,  the following being included by way of
example and not by way of limitations:

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         a)       KCP will be available to discuss all company  matters that are
                  presented to him, within a reasonable time;
         b)       KCP  shall,  in  cooperation  with  the  Company's   financial
                  relations firms(s), keep the Company's  shareholders,  and the
                  brokerage  community  updated  from  time  to  time  as to the
                  Company's progress;
         c)       KCP shall consult with and advise the officers of the Company,
                  either orally or at the request of the Company, in writing, to
                  such matters as the Chairman,  shall deem necessary to discuss
                  relating to the management and operations of the Company; and
         d)       KCP  shall  be   responsible   for  such   other   duties  and
                  responsibilities as necessary to fulfil his duties President.

4.       Exclusivity.  KCP agrees that during the term of this Agreement he will
impart  and  devote the  necessary  time,  energy,  skill and  attention  to the
performance of his duties hereunder.

5.       Place of  Performance.  KCP agrees to perform his duties  hereunder and
agrees to the extent that it has been determined necessary and advisable, in the
discretion of the Chairman, to travel to any place in the United States, or to a
foreign  country,  where his presence is or may  reasonably  be required for the
performance of his duties hereunder.

6.       Compensation.  The Company  hereby  agrees to  compensate  KCP, and KCP
hereby accepts for the  performance  of the services of President,  as indicated
below:

         a)       Fees.  The Company shall pay to KCP a monthly  salary of THREE
                  THOUSAND  DOLLARS   ($3,000.00),   during  the  term  of  this
                  Agreement.  The  Company may file any  registration  statement
                  necessary  to allow zKCP to sell shares of common stock of the
                  Company in order to be paid this amount;
         b)       Stock:  In  addition,  the Company  shall  issue of  1,300,000
                  shares  of  Common  Stock  of  the  Company,  fully  paid  and
                  non-assessable, bearing a restrictive legend, in consideration
                  of the time and  effort  put forth by KCP.  KCP shall have the
                  right to "piggy-back" any appropriate  registration  statement
                  filed by the Company;
         c)       Bonus.  KCP shall be entitled to  participation  in a bonus or
                  other  incentive  compensation,  profit  sharing or retirement
                  plan  that  the  Company  may  institute,  or  make  generally
                  available to its  executives,  as  determined  by the Board of
                  Directors;

7.       Representation  and  Warranties  of KCP.  By  virtue  of his  execution
hereof,  and in order to induce the  Company to enter into this  Agreement,  KCP
hereby represents and warrants, as follows:

         a)       KCP  is  not  presently  actively  engaged  in  any  business,
                  employment or venture which is, or may be, in direct  conflict
                  with the business of the Company;

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         b)       KCP has full power and authority to enter this  Agreement with
                  the   Company   and  to   perform   in  the  time  and  manner
                  contemplated; and
         c)       KCP's  compliance  with  the  terms  and  conditions  of  this
                  Agreement,  in the time and the  manner  contemplated  herein,
                  will not conflict with any instrument or agreement  pertaining
                  to the transaction  contemplated herein, and will not conflict
                  in,  result in a breach or, or  constitute a default under any
                  instrument to which he is a party;
         d)       KCP  represents  that he shall  devote his best efforts to the
                  success of the Company.

8.       Representation  and  Warranties  of  the  Company.  By  virtue  of  the
execution of this Agreement,  the Company hereby represents and warrants to KCP,
as follows:

         a)       The Company and KCP agree that KCP shall receive reimbursement
                  for all reasonable expenses incurred by KCP in connection with
                  the performance of his duties hereunder  subject to compliance
                  with the  Company's  procedures;  and the Company shall pay to
                  KCP  directly,  or  reimburse  KCP  for all  other  reasonable
                  necessary and proven  expenses and  disbursements  incurred by
                  KCP for and on behalf of the  Company  in the  performance  of
                  KCP's duties during the term of this Agreement.

9.       Competition.  a)  During  the  term of  this  Agreement,  or  upon  the
termination of his employment,  whichever  event shall occur earlier,  and for a
period of twelve (12) consecutive months thereafter,  KCP shall not, without the
prior written  consent of the Company  engage,  either as a  Consultant,  Agent,
Proprietor,  Officer,  Director, Partner or majority stockholder in the business
directly related to that of the Company.
b)       KCP further  covenants  that during the stated term of this  agreement,
and for the twelve (12) month period thereafter,  whichever shall occur earlier,
he will not  solicit  any  clients  or  customers  known by him to be clients or
customers of the Company for competitive  business.  The foregoing  restrictions
shall not apply to a  termination  of KCP's  employment  by the Company  without
Cause,  or a  termination  of the  employment  by KCP because of a breach of the
Agreement by the Company.
10.      Term and Termination. This Agreement shall be deemed to be effective as
of the date  indicated  above and shall  continue in full force and effect until
the last day of  September,  2002,  unless  sooner  terminated  as hereunder set
forth.

         a)       Termination by the Company for Cause.
                  1) The Company may terminate KCP's employment for Cause.  Upon
         such termination the Company shall have no further  obligations to KCP,
         except for compensation, or other benefits due, but not yet paid.
                  2) "Cause" shall mean: (i) KCP's willful and continued failure
         substantially  to perform his duties with the Company  (other than as a
         result of KCP's  incapacity  due to illness or  injury),  if KCP is not

<PAGE>

         then acting in the best interests of the Company,  as determined by the
         Board of Directors, or (ii) KCP's wilful engagement in misconduct which
         is materially injurious to the Company, monetary or otherwise.

11.      Notice of Termination.  Any purported  termination of KCP's  employment
shall be communicated  by written "Notice of Termination"  from one party to the
other party hereto. For the purposes of this Agreement a "Notice of Termination"
shall mean a notice which shall indicate the specific  termination  provision in
this  Agreement  relied upon and shall set forth in reasonable  detail the facts
and  circumstances   claimed  to  provide  a  basis  for  termination  of  KCP's
employment,  under the provision so indicated.  No purported  termination by the
Company of KCP's employment shall be effective if it is not effected pursuant to
a "Notice of Termination" satisfying the requirements of this Paragraph.
12.      Date of Termination. "Date of Termination" shall mean the date on which
a "Notice of Termination" is given.
13.      Laws of the State of New York. This Agreement is being delivered in the
State of New York and shall be  construed  and enforced in  accordance  with the
Laws of the State of New York, irrespective of the state of Incorporation of the
Company and the place or domicile of KCP.
14.      Remedies on Breach.  Any remedies on breach of this Agreement are to be
determined exclusively through arbitration as discussed in the Agreement.
15.      Prohibition  Against  Assignment.  Except  as  herein  above  otherwise
expressly  provided,  KCP agrees on behalf of himself and of his  executors  and
administrators,  heirs, legates,  distributees, and any other person, or persons
claiming  benefits  under  him by  virtue  of this  Agreement  and  the  rights,
interests and benefits hereunder, shall not be assigned, transferred, pledged or
hypothecated in any way by KCP or any executor,  administrator,  heir,  legatee,
distrubutee  or other persons  claiming under KCP by virtue of the Agreement and
shall not be subject to execution,  attachment or similar process. Any attempted
assignment,  transfer,  pledge or hypothecation,  or other  dispositions of this
Agreement  of such rights,  interests  and  benefits  contrary to the  foregoing
provisions,  or the levy of any attachment or similar process thereupon shall be
null and void and without effect.

         This  Agreement  has  been  approved  by the  Board  of  Directors,  as
indicated by their  respective  signatures.  This Agreement has been approved by
KCP, as indicated by his signature.

<PAGE>

         In Witness Whereof,  the parties have executed this Agreement as of the
29th Day of October, 2001

                                                  Universal Media Holdings, Inc.


Kenneth C. Parsteck                               /s/ Lance Lang
                                                  ------------------------------
                                                  Lance Lang,
                                                  Directors

                                                 /s/ Ramiro Pericone
                                                  ------------------------------
                                                  Ramiro Pericone,
                                                  Director