AGREEMENT OF SALE
                                -----------------

AGREEMENT OF SALE,  made as of July 3, 2001,  between Thomas  Fatato,  having an
address at 429 Devoe Avenue, Box 702, Bronx, New York ("Seller"),  and Universal
Media  Holdings,  Inc., a Delaware  corporation,  having an address at 540 North
Avenue, Union, New Jersey ("Purchaser").

                              W I T N E S S E T H:
                              --------------------

WHEREAS,  Purchaser  desires  to  acquire,  and Seller  desires to sell,  51% of
certain assets of the business known as Del-Pais International, Inc. hereinafter
specified, 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 hereto 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, 51% of the certain assets and obligations (other than cash,  certificates
of deposit,  securities, and cash equivalents) of the business known as Del-Pais
International, Inc. (the "Assets"), including without limitation the following:

(a)      the accounts receivable of the business outstanding on the closing date
(the "Accounts Receivable");

(b)      the  contracts  and  agreement  described  in Exhibit  A-1 hereto  (the
"Contracts");

(c)      the business known as Del-Pais  International,  Inc., and the books and
records thereof (the "Business");

(d)      all  right,   title  and  interest  of  Seller  in  the  name  Del-Pais
International, Inc. and any variants thereof (the "Name"); and

(e)      the goodwill of the business (the "Goodwill").

2. Purchase Price. The purchase price to be paid by Purchaser for the 51% of the
assets, is as follows:

(a)      The  issuance  of shares of Common  Stock of the  Purchaser  worth FOUR
HUNDRED AND FIFTY THOUSAND  SHARES  ($450,000)  valued as of the date of closing
(the "Purchaser Shares"), to be valued after the corporate reorganization of the
Purchaser. The Purchaser Shares shall be fully paid and non-assessable and shall
bear  a  restrictive   legend  upon  the  certificate  and  be  subject  to  the
requirements of Rule 144. Purchase shall issue the shares as follows;

         (i)      On  the   quarterly   anniversary   of  the  closing  of  this
         transaction, the Purchaser shall register, via a Registration Statement
         shares  equal to one-  fourth the total  purchase  price for 51% of the
         Assets.  Each  quarter's  Registration  Statement  shall contain enough
         shares to equal the one-quarter of the total purchase  price,  with the
         final  quarter to be increased  to equal any  shortfall in the value of
         the previous three quatrters.

(b)      Assumption of 51% of the  obligation  currently  paid by Seller for the
purchase of the rights to sell the product of Del-Pais  International,  Inc; and
(c) The  payment of working  capital  from the  Purchaser  and the Seller of ONE
HUNDRED  THOUSAND  DOLLARS  ($100,000)  each  to be used  by the  Purchaser  for
operations. The Seller shall also put in ONE HUNDRED THOUSAND DOLALRS ($100,000)
for working capital of the Company.

<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 provided for in Article 4 hereof. The closing shall be held at
the offices of the Purchaser, at 10 A.M. on July 3, 2001 (the "closing date").

4.  Closing  Documents.  At the  closing  Seller  shall  execute  and deliver to
Purchaser:

(a)      a Bill of Sale substantially in the form of Exhibit C hereto

(b)      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)      an  Assumption  of the  Existing  Indebtedness  in form  and  substance
satisfactory to Seller's attorney

5. 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,  other than the Existing  Indebtedness to which
this sale is subject.

6.  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.

7.  Representations And Warranties Of Seller.  Seller represents and warrants to
Purchaser as follows:

(a)      Seller has full power and  authority  to conduct  his  business  as now
carried on, and to carry out and perform his  undertakings  and  obligations  as
provided herein.

(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 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.

(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)  contract  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, other
than the holders of the Existing Indebtedness.

(h)      The  Contracts  are in full force and effect and without 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.

<PAGE>

8.  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 undertakings
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 consummate the transactions contemplated
hereby.

9. No Other Representations.  Purchaser acknowledges that neither Seller nor any
representative  or agent of  Seller  has made  any  representation  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.

10. Conduct Of The Business. Seller, until the closing, shall:

(a)      conduct the business in the normal, useful and regular manner;

(b)      use his 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.

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.

11. 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 51% 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 51% of the payment of all
salaries,  payroll  deductions  and taxes levied upon the employer in connection
with the employee's work performed after the closing.

<PAGE>

12. 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 complied 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  encumbrances  against
the Assets, except as 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.

13. Risk Of Loss. The risk of loss to the assets of the business sold hereunder,
until the closing, is assumed and shall be borne by Seller.

14.  Employment  During  Transition  Period.  In order to provide for an orderly
transfer  of the  operations  of the  business,  Seller  shall  be  employed  by
Purchaser  for a period of Two years  following  the closing  for the  following
compensation: Fifty Thousand Dollars per year.

15. 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.

16. 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, return 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 hereunder.

17.  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.

18. 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.

19.  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.

20.  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
hereunder shall be deemed a waiver of any other or subsequent breach.

<PAGE>

21.  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.

22.  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.

23.  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.




                                           _____________________________________
                                             Thomas Fatato



                                           UNIVERSAL MEDIA HOLDINGS, INC.


                                           By __________________________________
                                               Anthony Vigliotti, President


<PAGE>

                                   EXHIBIT A-1

                                    Contracts
                                    ---------

<PAGE>

                                    EXHIBIT B

                              Existing Indebtedness
                              ---------------------

<PAGE>

                                    EXHIBIT C

                                  BILL OF SALE
                                  ------------

                  KNOW THAT, for valuable  consideration,  Thomas Fatato, having
an address at 429 Devoe Avenue, Box 702, Bronx, New York ("Seller"), does hereby
grant, sell, transfer and assign unto Universal Media Holdings, Inc., a Delaware
corporation,   having  an  address  at  540  North  Avenue,  Union,  New  Jersey
("Purchaser"),  51% of all  right,  title and  interest  of Seller in and to the
assets of the business known as Del-Pais International,  Inc., more particularly
described in Exhibit A attached hereto and made a part hereof,

                  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 July 3, 2001.



                                           __________________________________
                                              Thomas Fatato