SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)
   [X]   Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the quarterly period ended March 31, 2001.

   [ ]   Transition report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the transition period from ______ to ______ .


         Commission file number: 000-27407
                                ----------


                        DELTA CAPITAL TECHNOLOGIES, INC.
                       ----------------------------------
        (Exact name of small business issuer as specified in its charter)





              Delaware                                 98-0187705
              --------                                 ----------
  (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                  Identification No.)





              1331 Homer St. #B201, Vancouver, B.C., Canada V6B 5M5
              -----------------------------------------------------
               (Address of principal executive office) (Zip Code)


                                 (604) 644-4979
                           (Issuer's telephone number)


Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                                    Yes XX   No
                                    ------   ----


The number of outstanding shares of the issuer's common stock, $0.001 par value
(the only class of voting stock), as of April 12, 2001, was 55,034,827.


<PAGE>



                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS..................................................3

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS..................................4


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.....................................................5

ITEM 2.  RECENT SALES OF UNREGISTERED SECURITIES...............................5

ITEM 5.  OTHER INFORMATION ....................................................6

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K......................................7

SIGNATURES.....................................................................8

INDEX TO EXHIBITS..............................................................9












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                                        2

<PAGE>



ITEM 1.           FINANCIAL STATEMENTS

As used herein, the term "Company" refers to Delta Capital Technologies, Inc., a
Delaware  corporation and predecessors  unless otherwise  indicated.  Unaudited,
condensed interim financial statements including a balance sheet for the Company
as of the  quarter  ended  March 31,  2001 and  statements  of  operations,  and
statements  of cash flows for the interim  period up to the date of such balance
sheet and the  comparable  period of the preceding  year are attached  hereto as
Pages F-1 through F- 7 and are incorporated herein by this reference.



































                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY.]




                                        3

<PAGE>






                          INDEX TO FINANCIAL STATEMENTS
                                                                           PAGE


Balance Sheet...............................................................F-2

Statement of Operations.....................................................F-3

Statement of Cash Flows.....................................................F-4

Notes to Unaudited Financial Statements.....................................F-6
































                                       F-1

<PAGE>





                        DELTA CAPITAL TECHNOLOGIES, INC.
                          (A Development State Company)

                           CONSOLIDATED BALANCE SHEETS
                                 March 31, 2001
<TABLE>
<CAPTION>


                                                                              (Unaudited)     (Audited)
                                                                               March 31      December 31
                                                                                 2001           2000
<S>                                                                        <C>              <C>

                     ASSETS
Current Assets
          Cash                                                              $     1,085      $        49
          Prepaid Expenses                                                       25,804                -
          Notes Receivable                                                       10,000                -
                                                                            -----------      -----------
                    Total Current Assets                                    $    36,889      $        49
                                                                            ===========      ===========

                    LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities
          Accounts Payable                                                  $   297,099 $        304,439
          Notes Payable                                                          76,104           20,000
                                                                            -----------      -----------
                    Total Current Liabilities                                   373,203          324,439
                                                                            ===========      ===========

Shareholders' Equity (Deficit)
          Common Stock, $.001 par value, 75,000,000 shares
              authorized; 55,034,827 and 53,179,512 issued and
              outstanding at March 31, 2001 and December 31, 2000
              respectively                                                       55,035           53,179
          Additional paid-in capital                                          6,088,462        6,039,552
          Deficit accumulated during the developmental stage                 (6,479,811)      (6,417,121)
                                                                               (336,314)        (324,390)
                                                                            -----------      -----------
                                                                            $    36,889      $        49
                                                                            ===========      ===========
</TABLE>


                       See Notes To Financial Statements.

                                       F-2

<PAGE>



                        DELTA CAPITAL TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                    CONSOLIDATED STATEMENTS OF OPERATIONS For
               the Three Months Ended March 31, 2001 and 2000 and
     the Period from March 4, 1998 (Date of Incorporation) to March 31, 2001
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                    Three            Three            Cumulative
                                                    months           months           During the
                                                    ended            ended            Development
                                                   March 31         March 31            Stage
                                                     2001            2000
<S>                                             <C>              <C>             <C>

Revenue                                          $        -       $  163,759      $     565,378

Expenses
          General and Administrative                (62,690)         (41,450)        (1,217,862)
          Goodwill amortization                           -         (104,729)          (209,457)
          Investment amortization                         -         (208,333)          (902,777)
          License agreement amortization                  -           (2,815)           (12,199)
          Interest expense                                -           (8,700)           (36,503)
          Write off of investment                         -                -         (4,666,391)
                                                 ----------       ----------      -------------

          Total expenses                            (62,690)        (366,027)        (7,045,189)
                                                 ----------       ----------      -------------
                    Net loss                     $  (62,690)      $  202,268)     $  (6,479,811)
                                                 ==========       ==========      =============
Basic and diluted loss per share                 $    (0.00)      $    (0.00)     $       (0.18)
                                                 ==========       ==========      =============
</TABLE>














                       See Notes to Financial Statements.


                                       F-3

<PAGE>




                        DELTA CAPITAL TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                         CONSOLIDATED STATEMENTS OF CASH
                   FLOWS For the Three Months Ended March 31,
                                2001 and 2000 and
     the Period from March 4, 1998 (Date of Incorporation) to March 31, 2001
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                                      Cumulative
                                                                   Three months       Three           During the
                                                                    ended March       months         Development
                                                                     31 2001        ended March         Stage
                                                                                     31 2000
                                                                    ---------      -----------      ------------
<S>                                                                <C>            <C>              <C>

Cash Flows From Operating Activities
          Net loss                                                  $ (62,690)     $  (202,268)     $ (6,479,811)
         Adjustments to reconcile net loss to net cash used in
operating activities
         Write off investment and related costs                             -                -         4,666,391
         Amortization                                                       -          285,874         1,124,509
          Issuance of common stock for services                        31,500                -           336,707
          Increase (decrease) in accounts payable                      10,426           61,738           314,865
          Increase in accrued liabilities                                   -           23,424                 -
          (Increase) decrease in accounts receivable                        -        (350,347)                 -
          (Increase) decrease in prepaid expenses                     (25,804)                -          (25,804)
                                                                    ---------      -----------      ------------
         Net cash provided by (used in) operating activities          (46,568)        (181,579)          (63,143)

Cash Flows From Investing Activities
          Issuance of loan                                            (10,000)                -          (10,000)
          Capitalized development costs                                     -         (216,479)       (2,256,551)
          Purchase of marketing license                                     -                -           (33,785)
          Purchase of office equipment and leasehold improvements           -             (564)             (564)
                                                                    ---------      -----------      ------------

                    Net cash used in investing activities             (10,000)        (217,043)       (2,300,900)

</TABLE>



                                       F-4

<PAGE>



                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (continued) For the Three Months Ended
                           March 31, 2001 and 2000 and
     the Period from March 4, 1998 (Date of Incorporation) to March 31, 2001
                                   (Unaudited)
<TABLE>

<S>                                                               <C>            <C>          <C>

Cash Flows From Financing Activities
          Proceeds from loans                                          56,104       208,199       832,628
          Proceeds from issuance of common stock                        1,500       519,000     1,532,500
                                                                   ----------    ----------   -----------
                    Net cash provided by financing activities          57,604       727,199     2,365,128
                                                                   ----------    ----------   -----------
                    Net increase (decrease) in cash                     1,036       328,577         1,085

Cash, beginning of period                                                  49           351             0
                                                                   ----------    ----------   -----------
Cash, end of period                                                $    1,085    $  328,928   $     1,085
                                                                   ==========    ==========   ===========
No cash payments for interest or income taxes have been made

</TABLE>





                       See Notes to Financial Statements.




                                       F-5

<PAGE>



                        DELTA CAPITAL TECHNOLOGIES, INC.
                          (A Development Stage Company)


                         NOTES TO CONSOLIDATED FINANCIAL
                      STATEMENTS For the Three Months Ended
                                 March 31, 2001
                                   (Unaudited)



Note 1.  Basis of Presentation

The interim period consolidated  financial  statements  contained herein include
the  accounts of Delta  Capital  Technologies,  Inc.  and it's  subsidiary  (the
"Company").

The interim period consolidated  financial  statements have been prepared by the
Company  pursuant  to the  rules  and  regulations  of the U.S.  Securities  and
Exchange  Commission (the "SEC").  Certain  information and footnote  disclosure
normally included in financial  statements prepared in accordance with generally
accepted  accounting  principles have been condensed or omitted pursuant to such
SEC rules and regulations.  The interim period consolidated financial statements
should be read together with the audited  consolidated  financial statements and
accompanying notes included in the Company's latest annual report on Form 10-KSB
for the fiscal year ended December 31, 2000. In the opinion of the Company,  the
unaudited   consolidated  financial  statements  contained  herein  contain  all
adjustments  necessary to present a fair statement of the results of the interim
periods presented.

Note 2.  Summary of Significant Accounting Policies

Earnings Per Share

Basic earnings per share is computed by dividing income (loss) for the period by
the  weighted  average  number of  common  shares  outstanding  during a period.
Diluted earnings per share takes into  consideration  common shares  outstanding
(computed  under  basic  earnings  per share) and  potentially  dilutive  common
shares.  The weighted average number of shares was 48,834,359 and 42,620,630 for
the three  months  ended March 31, 2001 and March 31,  2000,  respectively.  The
weighted  average  number of shares was  35,308,924 for the period from March 4,
1998 to March 31, 2001.

Note 3.  Going Concern

As  shown  in the  financial  statements,  the  Company  incurred  a net loss of
$6,479,811  since  inception,  largely due to its write-off of assets related to
its investment in its computer software. Further, the Company has net deficiency
in capital of $336,314. These factors raise concerns about the Company's ability
to continue as a going concern.






                                       F-6

<PAGE>



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     (Continued) For the Three Months Ended
                                 March 31, 2001
                                   (Unaudited)


Note 3.  continued


The Company will need additional  working capital to be successful in any future
business  activities  and to  service  its  current  debt for the  coming  year.
Therefore,  continuation  of the Company as a going  concern is  dependent  upon
obtaining the additional  working capital necessary to accomplish its objective.
Management is presently  engaged in seeking  additional  working  capital equity
funding and plans to continue to invest in other businesses with funds obtained.

The  accompanying  financial  statements do not include any  adjustments  to the
recorded assets or liabilities  that might be necessary  should the Company fail
in any of above objectives and is unable to operate for the coming year.

Note 4.  Notes Receivable

The $10,000 note receivable is due from UMDN, Inc. (note 5), which was acquired
by the Company subsequent to March 31, 2001.

Note 5.  Subsequent Events

On May 4, 2001,  the Company  agreed to acquire 100% of the  outstanding  common
shares of UMDN, Inc. In consideration the Company will issue 1,000,000 shares of
its own common stock.  UMDN, Inc. offers  discounted  goods to union members who
sign up for their  service.  Revenues are earned by fees  charged to  businesses
providing goods to members.

The Company  has also  entered  into an  agreement  to acquire  Au-On Line which
offers gold  products  for sale  through the  Internet.  The Company is awaiting
certain documents from Au-On Line prior to completing the transaction.

Both acquisitions will be accounted for as purchases.  The results of operations
will be included from the date of acquisition. Management has not determined the
amount of goodwill, if any, from these purchases.













                                       F-7

<PAGE>





ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operations

As used herein the term "Company" refers to Delta Capital Technologies,  Inc., a
Delaware  corporation  and  its  predecessors,   unless  the  context  indicates
otherwise.  The Company discontinued its software development in October,  2000.
As of March 31,  2001,  The Company  was a shell  company  whose  purpose was to
acquire  operations  through  an  acquisition  or  merger,  or to begin  its own
start-up  business.  The Company's  executive  offices are currently  located at
B201-1331 Homer Street, Vancouver, B. C., Canada.

On January 22, 2001,  the Company  reached an  agreement in principle  with Acer
Capital Corp., an Alberta  corporation  and a reporting  issuer whose shares are
traded on the Canadian Venture Exchange (trading symbol ""ART""),  and its joint
venture  partner Rio Minerals  Ltd. to  co-develop  its  Au-online.com  business
venture.

Au-online.com,  Inc.,  a Nevada  corporation,  has the  exclusive  purchase  and
marketing  rights for all  gold-nugget  production  originating  from a group of
claims in the Ten Mile district of north-central Nevada held by Kayzak Resources
of Winnemucca,  Nevada. On February 26, 2001, the Company finalized the terms of
the  acquisition of  Au-online.com,  Inc. The Company agreed to issue  6,500,000
common shares as consideration  for an 85% interest in the venture and the right
to acquire the  remainder  of the shares of  Au-online.com,  Inc. for a one-time
cash  payment of $150,000 or the  issuance of a further  1,500,000  shares.  See
Share Exchange Agreement, Exhibit 10(i)

As part of the agreement,  the Company has agreed to finance the  development of
the venture and work with Acer and Rio Minerals  Ltd. to  immediately  implement
the web presence and marketing of Au-online.com.  The e- Commerce business model
for the venture  provides  Au-online.com  the  exclusive  purchase and marketing
rights for all gold-nugget  production originating from a group of claims in the
Ten  Mile  district  of  north-central   Nevada  held  by  Kayzak  Resources  of
Winnemucca, Nevada.

On March 8, 2001,  the  Company  elected to  exercise  its option to acquire the
remaining minority interest of the outstanding shares of Au-online.com. Pursuant
to the terms of its agreement,  upon closing,  the Company will issue a total of
8,000,000  shares in  exchange  for all the  issued  and  outstanding  shares of
Au-online.com,  Inc. Upon the closing of the acquisition,  the Company,  through
its subsidiary,  Au-online.com, Inc., intends to market gold nuggets through the
company"s web site at Au-online.com.

The acquisition has not yet closed. Closing will occur following the delivery of
the financial  statements of Au-  Online.Com,  Inc.  which are called for in the
February 26, 2001 Agreement.

The Company  does not have  sufficient  capital to operate  over the next fiscal
year without a substantial  infusion of operating capital.  It will be necessary
for the Company to either  borrow funds to operate or generate  operating  funds
through the sale of equity in the Company or its  subsidiaries.  There can be no
assurance  that the  Company  will be able to  generate  sufficient  income from
either  borrowing,  the sale of equity,  or a combination  therof to allow it to
operate its business during the coming year. Unless the Company is successful in
raising  additional  operating  capital,  it will not have  sufficient  funds to
operate during the balance of the fiscal year.

The Company has no current plans to perform any product research and development
during the coming year.

The Company has no current plans to spend any significant amount in the coming
year on Plant or Equipment.

                                        4

<PAGE>




At the  present  time,  it is not  anticipated  that the  Company  will have any
significant  increase  in the  number  of  employees  working  for the  Company.
However,  the Company is  intending  to develop the  business of UMDN during the
coming  year.  If the Company is  successful  in raising the funds  necessary to
begin  operations of UMDN,  additional  employees will need to be hired by UMDN,
and  possibly by the  Company.  At the present time it is not possible to give a
valid estimate of the number of additional employees that may be needed.

Going Concern

The Company's  auditors have expressed an opinion as to the Company's ability to
continue  as a going  concern.  The  Company's  ability to  continue  as a going
concern  is  subject to the  ability  of the  Company to obtain a profit  and/or
obtaining  the  necessary  funding from outside  sources.  Management's  plan to
address the  Company's  ability to continue as a going  concern,  includes:  (1)
obtaining  funding from the sale of the  Company's  securities;  (2)  increasing
sales,  and (3) obtaining loans and grants from various  financial  institutions
where possible.  Although management believes that it will be able to obtain the
necessary  funding to allow the  Company to remain a going  concern  through the
methods discussed above, there can be no assurances that such methods will prove
successful.

                            PART II-OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Daniel Turner vs. Delta Capital Technologies, Inc. filed in the Court of Queen's
Bench of Alberta, Judicial District of Calgary (Canada). Daniel Turner has filed
suit asking for $22,580.41 for unpaid  expenses and salary and vacation pay, and
$40,000 in general  damages based upon a claim of  unreasonable  termination  of
employment.  The  Company  has denied  liability.  Settlement  negotiations  are
ongoing. The Company has offered $10,000 to settle the case.

ITEM 2.  RECENT SALES OF UNREGISTERED SECURITIES

The following is a list of all securities  sold by the Company within the period
covered by this report, including,  where applicable, the identity of the person
who purchased the securities, title of the securities, and the date sold.

On February 21, 2001, the Company issued 300,000 shares of common stock at $0.05
per share to  Corporate  Imaging  company for  consulting  services  pursuant to
section 4(2) of the Securities Act of 1933 in an isolated private transaction by
the Company  which did not  involve a public  offering.  The  Company  made this
offering  based on the  following  factors:  (1) The  issuance  was an  isolated
private transaction by the Company which did not involve a public offering;  (2)
there was only one offeree who was issued stock for consulting services; (3) the
offeree did not resell the stock but has  continued to hold it since the date of
issue; (4) there were no subsequent or  contemporaneous  public offerings of the
stock; (5) the stock was not broken down into smaller denominations; and (6) the
negotiations  for the sale of the stock took place directly  between the offeree
and the Company.

On March 1, 2001, the Company issued 600,000 shares of common stock at $0.05 per
share to  Kingsley  Capital  Corporation  for  consulting  services  pursuant to
section 4(2) of the Securities Act of 1933 in an isolated private transaction by
the Company  which did not  involve a public  offering.  The  Company  made this
offering  based on the  following  factors:  (1) The  issuance  was an  isolated
private transaction by the Company which did not involve a public offering;  (2)
there was only one offeree who was issued stock for consulting services; (3) the
offeree did not resell the stock but has  continued to hold it since the date of
issue; (4) there were no subsequent or contemporaneous public offerings of the

                                        5

<PAGE>



stock; (5) the stock was not broken down into smaller denominations; and (6) the
negotiations  for the sale of the stock took place directly  between the offeree
and the Company.

On March 13, 2001,  the Company  issued  202,812 shares of common stock at $0.05
per share to Cliff  Eschner,  5,806 shares of common stock at $0.05 per share to
Colleen  Eschner,  and 2,861  shares of common  stock at $0.05 per share to Nina
Froemgen for consulting  services pursuant to section 4(2) of the Securities Act
of 1933 in an isolated private  transaction by the Company which did not involve
a public  offering.  The  Company  made  this  offering  based on the  following
factors:  (1) The issuance was an isolated  private  transaction  by the Company
which did not involve a public offering;  (2) there were only three offerees who
were issued stock for consulting  services;  (3) the offerees did not resell the
stock but have  continued to hold it since the date of issue;  (4) there were no
subsequent or  contemporaneous  public offerings of the stock; (5) the stock was
not broken down into smaller  denominations;  and (6) the  negotiations  for the
sale of the stock took place directly between the offerees and the Company.

On March 16, 2001,  the Company  issued  144,556 shares of common stock at $0.05
per share to Nolke  Professional  Services for consulting  services  pursuant to
section 4(2) of the Securities Act of 1933 in an isolated private transaction by
the Company  which did not  involve a public  offering.  The  Company  made this
offering  based on the  following  factors:  (1) The  issuance  was an  isolated
private transaction by the Company which did not involve a public offering;  (2)
there was only one offeree who was issued stock for consulting services; (3) the
offeree did not resell the stock but has  continued to hold it since the date of
issue; (4) there were no subsequent or  contemporaneous  public offerings of the
stock; (5) the stock was not broken down into smaller denominations; and (6) the
negotiations  for the sale of the stock took place directly  between the offeree
and the Company.

On March 30, 2001,  the Company  issued 600,000 shares of common stock at $0.075
per share to Judith  Miller for cash on the exercise of an option,  and pursuant
to section 4(2) of the Securities Act of 1933 in an isolated private transaction
by the Company  which did not involve a public  offering.  The Company made this
offering  based on the  following  factors:  (1) The  issuance  was an  isolated
private transaction by the Company which did not involve a public offering;  (2)
there was only one  offeree who was issued  stock for cash;  (3) the offeree did
not resell the stock but has  continued to hold it since the date of issue;  (4)
there were no subsequent or  contemporaneous  public offerings of the stock; (5)
the  stock  was  not  broken  down  into  smaller  denominations;  and  (6)  the
negotiations  for the sale of the stock took place directly  between the offeree
and the Company.

ITEM 5.  OTHER INFORMATION

On May 4, 2001,  the Company  entered into a Stock  Purchase and Sale  Agreement
with the shareholders of UMDN, Inc., a Delaware corporation ("UMDN") whereby the
Company  acquired  all of the issued and  outstanding  common  shares of UMDN or
3,500,000  shares  and  the  right  to  exercise  200,000  options  to  purchase
additional  common  shares,  in exchange for  1,000,000  shares of the Company's
common stock.  The  shareholders of UMDN retained  1,050,000 shares of preferred
class A  shares.  Each  preferred  class A share is  convertible  into 10 common
shares on the occurrence of any one of the following events:

         1.) the total number of shares of common stock outstanding or subject
         to the then currently exercisable options, warrants or conversion
         rights exceeds 7,500,000 shares;

         2.) UMDN obtains $500,000 in equity financing from sales of the common
         stock;

         3.) UMDN common stock becomes publically traded;

                                        6

<PAGE>



         4.) the majority of the outstanding shares of common stock is no longer
         owned or record or beneficially, by the holders of a majority of the
         outstanding shares of common stock prior to the Company's purchase or
         by other persons to who the holders of the majority of the outstanding
         preferred class A shares have consented in writing.

UMDN is a marketing  company  that  enrolls  members of large  affinity  groups,
unions  and/or  associations  within a  networking  service in order to leverage
their buying power to elicit proprietary  discounts from both local and national
businesses.  The network is created  through local discount  networks,  national
providers and strategic partners. The local network is where members of affinity
groups,  unions,  and/or associations receive substantial savings on products or
services in a branded environment,  on a contractual basis, such as for cellular
service or insurance.  UDMN's  primary  revenue is expected to be generated from
the  business  sector by  charging  flats  fees for  membership.  UMDN  hopes to
generate  secondary  revenue from  permitting  strategic  partners access to its
captive  consumer groups on an exclusive basis.  UMDN's strategic  partners will
pay UMDN a percentage of all revenue  derived from  accessing  its network.  The
Company intends to do business by providing  networking  services among small to
medium  sized  businesses  through its wholly  owned  subsidiary  Union  Members
Discount Network, Inc. ("UMDN")

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits Exhibits required to be attached by Item 601 of Regulation S-B
         are listed in the Index to Exhibits on page 7 of this Form 10-QSB, and
         are incorporated herein by this reference.

(b)      Reports on Form 8-K.  The Company filed no reports on Form 8-K during
         the period covered by this report.









                      [THIS SPACE INTENTIONALLY LEFT BLANK]











                                        7

<PAGE>



                                   SIGNATURES


In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 21st day of May, 2001.



Delta Capital Technologies, Inc.


/s/ Judy Miller
-----------------------------------
Judy Miller, Secretary and Director



































                                        8

<PAGE>




                                INDEX TO EXHIBITS

EXHIBIT        PAGE
NO.            NO.          DESCRIPTION

3(i)              *          Articles of Incorporation dated March 4, 1998.
                             (Incorporated by reference from Form 10SB filed
                             with the SEC on January 5, 2000.)

3(ii)             *          Amended Articles of Incorporation dated April 23,
                             1998. (Incorporated by reference from Form 10SB
                             filed with the SEC on January 5, 2000.)

3(iii)            *          By-Laws of Delta Capital dated April 23, 1998.
                             (Incorporated by reference from Form 10SB filed
                             with the SEC on January 5, 2000.)

10(i)             10         Share Exchange Agreement dated February 26, 2001
                             between Delta Capital Technologies, Inc. and
                             Shareholders of Au-Online.Com, Inc.

10(ii)            21         Stock Purchase and Sale Agreement dated May 4, 2001
                             between Delta Capital Technologies, Inc. and
                             Shareholders of UMDN, Inc.

* Incorporated by reference from previous filings as noted.




























                                        9

<PAGE>
























                        STOCK PURCHASE AND SALE AGREEMENT

                Between Delta Capital Technologies, Inc., and the
              Shareholders of Union Members Discount Network, Inc.

                                February 22, 2001










                                       10

<PAGE>



                                TABLE OF CONTENTS




RECITALS .....................................................................12

         1.       Purchase and Sale of Property; Release......................12
                             1.2    Property..................................12
                             1.3    Release...................................12

         2.       Closing Date; Delivery......................................13
                             2.1    Closing Date..............................13
                             2.2    Deliveries at Closing.....................13

         3.       Representations and Warranties of Union.....................13
                             3.1    Organization, Standing and Authority of
                                    Union.....................................13
                             3.2    Financial and Operating Status of Union...14

         4.       Representations and Warranties of Delta.....................15
                             4.1    Corporate Organization....................15
                             4.2    Due Execution and Enforceability..........16

         5.       Conditions to Closing.......................................16
                             5.1    Conditions to Obligations of Delta........16
                             5.2    Conditions to Obligations of Union........17

         6.       Covenants and Agreements of Union...........................18
                             6.1    Access to Information.....................18
                             6.2    Conduct of Business Pending the Closing...18

         7.       Miscellaneous...............................................19
                             7.1    Successors and Assigns....................19
                             7.2    Governing Law; Severability...............19
                             7.3    Waivers...................................19
                             7.4    Entire Agreement; Modifications...........19
                             7.5    Notices...................................20
                             7.6    Counterparts..............................20
                             7.7    Headings; References......................20






                                       11

<PAGE>



                        STOCK PURCHASE AND SALE AGREEMENT


THIS STOCK PURCHASE AND SALE AGREEMENT (this "Agreement"), dated effective as of
February 22, 1998, is between Union Members Discount  Network,  Inc., a Delaware
corporation  ("Union"),  the  shareholders of Union  ("Shareholders")  and Delta
Capital Technologies, Inc., a Delaware corporation ("Delta").

                                    RECITALS

A. Union is a  privately  held,  non-reporting  corporation  with its  principle
operations located in Santa Monica, California.

B.  Delta  is a  publically  held,  reporting  corporation  with  its  principle
operations located in Vancouver, British Columbia Canada.

C.  Shareholders  desire  to sell  and  Delta  desires  to  purchase  all of the
outstanding  shares  of Union  pursuant  to the  terms  and  conditions  of this
Agreement.

                                    AGREEMENT

     In  consideration  of  the  foregoing  recitals  and  the  mutual  promises
contained herein, Delta, Union and the Shareholders hereby agree as follows:

1.       Purchase and Sale of Shares.
         ---------------------------

          1.1 Property  Subject to the terms and  conditions of this  Agreement,
          Shareholders agree to sell and assign to Delta on the Closing Date (as
          defined below),  free and clear of all mortgages,  security interests,
          liens, pledges, adverse claims and other encumbrances,  (a) all of the
          outstanding  shares  of  stock of Union  as set  forth  on  Exhibit  A
          attached hereto (collectively,  the "Shares");  and (b) all of Union's
          right, title and interest to the trade or business name "Union Members
          Discount  Network"  (together  with the shares,  the  "Property").  In
          exchange for the Property,  Delta agrees to sell and assign  1,000,000
          shares of Delta common stock to the Shareholders on the Closing Date.

          1.2 Release As further  inducement to Shareholders  performance  under
          this  agreement,  effective  as of  the  Closing  Date,  Delta  hereby
          releases  and  discharges   each  of  Union's   officers,   directors,
          shareholders,  agents and successors from any and all claims,  losses,
          demands, actions, expenses, obligations or liabilities relating to any
          matters  of any kind,  presently  known or  unknown  which it may have
          arising from any act, omission, event or fact which has occurred up to
          and  including the Closing  Date,  including,  but not limited to, any
          claims relating to or arising out of its relationship with Union.

                                       12

<PAGE>



2.       Closing Date; Delivery.
         ----------------------

          2.1 Closing Date. The closing of the purchase and sale of the Property
          (the  "Closing")  will be held at the  offices  of Delta,  1331  Homer
          Street,  Vancouver, BC V6B 5M5, at 10:00 a.m. on March 14, 2001, or at
          such earlier  date as may be agreed in writing by Union,  Shareholders
          and Delta (the "Closing Date").

          2.2      Deliveries at Closing.

                    (a) Deliveries of Shareholders to Delta. At the Closing,  if
                    the  conditions  precedent  set  forth  in  Section  5.2 are
                    fulfilled  in  reasonable  satisfaction,  Shareholders  will
                    deliver to Delta (1) stock  certificates  or other documents
                    of title  representing  all of the  shares of stock  held of
                    record or  beneficially  owned in Union on the Closing Date,
                    duly endorsed by the  Shareholders for transfer to Delta and
                    (2) all of  Union's  documents  of title  pertaining  to its
                    rights to an interest  in the trade or business  name "Union
                    Members Discount Network."  Shareholders and Union will also
                    deliver such other  documents and  instruments  as Delta may
                    reasonably  request to  confirm  that the  Shareholders  and
                    Union have performed all of their  obligations and fulfilled
                    all of the conditions of this Agreement.

                    (b) Deliveries of Delta to Shareholders.  At the Closing, if
                    the  conditions  precedent  set  forth  in  Section  5.1 are
                    fulfilled in reasonable satisfaction,  Delta will deliver to
                    the Shareholders stock certificates  representing  1,000,000
                    shares of Delta's  Common Stock,  par value $0.001 issued in
                    the name of the  Shareholders.  Delta will also deliver such
                    other  documents and  instruments  as the  Shareholders  may
                    reasonably  request to confirm that Delta has  performed all
                    of its  obligations  and fulfilled all of the  conditions of
                    this Agreement.

3.  Representations  and  Warranties  of Union.  Shareholders  and Union  hereby
represent  and warrant to Delta  that,  except as may be set forth in Schedule 3
attached hereto (the "Disclosure  Schedule"),  the matters set forth in the this
Section 3 are true and correct:

         3.1    Organization, Standing and Authority of Union.

               (a)  Organization.  Union is a  corporation  duly  organized  and
               validly  existing  under the laws of the State of Delaware and is
               in good standing as a domestic corporation under the laws of said
               State.

               (b) Charter Documents. Union has furnished counsel for Delta with
               true and  complete  copies of its Articles of  Incorporation,  as
               amended to date, and its Bylaws as currently in effect.

               (c) Corporate Power.  Union has all requisite  corporate power to
               enter  into  this  Agreement  and to carry  out and  perform  its
               obligations hereunder.

               (d) Authorization for Agreement. The execution and performance of
               this Agreement by Union has been duly authorized by its Board of


                                       13

<PAGE>



               Directors.  Upon  execution  and  delivery of this  Agreement  on
               behalf of Union,  this  Agreement  will  constitute the valid and
               legally  binding  obligation of Union,  enforceable in accordance
               with its  terms  and  conditions.  The  execution,  delivery  and
               performance of this Agreement and compliance  with the provisions
               hereof by Union does not and will not conflict with, or result in
               a breach or violation of the terms,  conditions or provisions of,
               or  constitute  a default  under,  or result in the  creation  or
               imposition of any lien pursuant to the terms of, Union's Articles
               of  Incorporation,  as amended,  Union's current  Bylaws,  or any
               statute, law, rule or regulation or any order, judgment,  decree,
               indenture,  mortgage  lease or other  agreement or  instrument to
               which Union is subject.

               (e) Financial  Statements.  The audited  financial  statements of
               Union  as of  December  31,  2000,  and the  unaudited  financial
               statements  of Union  for  January  2001 are  attached  hereto as
               Exhibit C (the "Financial Statements").  The Financial Statements
               are  complete  and correct in all  material  respects and present
               fairly the financial condition of Union as of the periods covered
               in  conformity  with  generally  accepted  accounting  principles
               applied on a basis consistent with preceding periods.

               (f) Material Changes.  Since January 31, 2001, there have been no
               material adverse changes in the financial condition of Union from
               that shown on the Financial Statements as of such date.

               (g) Loans. As of the Closing Date,  Union has repaid or otherwise
               satisfied all of its  indebtedness to third parties or lenders of
               any nature.

         3.2   Financial and Operating Status of Union.

               (a) Tax  Returns.  Union has duly  filed all  federal,  state and
               local tax  returns  required  to be filed by it,  and all  taxes,
               assessments  and  penalties  set forth in such  returns have been
               timely  and fully  paid or  adequately  reserved  against  in the
               Financial Statements.  None of Union's tax returns have ever been
               audited by any governmental taxing authority.

               (b)  Contracts  and  Commitments.  Union has no  written  or oral
               contracts or commitments involving any obligation,  consideration
               or   expenditure,   except  as  set  forth  in  the  Schedule  of
               Disclosures or except for purchases of normal  inventory items in
               quantities  in  accordance  with  previous  practices.  Union has
               delivered to Delta's counsel true, complete and correct copies of
               all such contracts and commitments,  together with all amendments
               thereto,  all of which are listed on the Schedule of Disclosures,
               and all such  contracts  are in full force and effect in the form
               delivered. Union has set forth in the Schedule of Disclosures (i)
               all  insurance  policies  in force on the date  hereof;  (ii) the
               names and locations of all banks and other  depositories in which
               it has  accounts or safe  deposit  boxes and the names of persons
               authorized  to sign  checks,  drafts or other  instruments  drawn
               thereon  or  to  have  access   thereof;   (iii)  all  mortgages,
               promissory  notes,  deeds of trust,  loan or credit agreements or
               similar  agreements,  or modifications  thereof, to which it is a
               party and all amounts thereof;  and (iv) all accounts  receivable
               of Union as of December 31, 2001 and as reflected in the

                                       14

<PAGE>



               Financial Statements.

               (c)  Employees.  Union  does not have any  collective  bargaining
               agreements with any of its employees. Union is not a party to any
               contract with any of its employees, consultants,  advisors, sales
               representatives, distributors or customers that is not terminable
               by  Union  without  liability,  penalty  or  premium  on 30 days'
               notice,  except  as  otherwise  set  forth  in  the  Schedule  of
               Disclosures.

               (d) Benefits.  Union does not have any health,  dental,  pension,
               retirement,  or other  benefit  programs for its  employees or in
               which  its  employees  participate,  except  as set  forth in the
               Schedule of Disclosures.

               (e)  Inventory.  All  inventory  of Union is saleable and in good
               condition,  the value of which as of  December  31, 2000 has been
               written  down or reserved to amounts not in excess of  realizable
               market value.

               (f) Equipment. All equipment of Union is in good order and repair
               except minor defects which do not  materially  interfere with the
               continued use of such equipment.

               (g) Litigation.  There is no action,  proceeding or investigation
               pending or, to the knowledge of Union,  threatened against Union,
               or any of Union's  property or assets  which might  result in any
               material and adverse change in the property,  assets or financial
               condition of Union,  nor, to the knowledge of Union, is there any
               basis for any such action,  proceeding or  investigation.  To the
               best  knowledge  of Union  it is in  compliance  in all  material
               respects  with all laws and  regulations  applicable  to it,  its
               properties and businesses.

4. Representations and Warranties of Delta. Delta hereby represents and warrants
to Union  and the  Shareholders  that the  matters  set  forth in the  following
subsections of this Section 4 are true and correct.

         4.1  Corporate Organization

          (a)  Organization.  Delta is a  corporation  duly  organized,  validly
          existing and in good standing under the laws of the State of Delaware.

          (b)  Financial   Statements.   The  audited   consolidated   financial
          statements  of  Delta  for its  last  fiscal  year  and the  unaudited
          financial  statements for the past three quarters are attached  hereto
          as Exhibit D (the "Delta Financial  Statements").  The Delta Financial
          Statements  are  complete  and correct in all  material  respects  and
          present  fairly the  financial  condition  of Delta as of the  periods
          covered in conformity with generally  accepted  accounting  principles
          applied on a basis consistent with preceding periods.

          (c) Material Changes. Since the last quarterly report, there have been
          no  material  changes in the  financial  condition  of Delta from that
          shown on the Delta Financial Statements as of such date.

                                       15

<PAGE>



          (d) Reporting  Status.  Delta is fully  reporting as a public  company
          under Section 13 or 15(d) of the Securities Exchange Act of 1934

     4.2  Due  Execution  and  Enforceability.   The  execution,   delivery  and
          performance  of this  Agreement and the other  agreements  between the
          parties  hereto  referred to herein by and on behalf of Delta has been
          duly and validly authorized by the Delta Board of Directors.

     5.   Conditions to Closing.
          ----------------------

     5.1  Conditions  to  Obligations  of  Delta.  The  obligations  of Delta to
          purchase  the  Property  at the Closing  and to  consummate  any other
          transaction   contemplated  by  this  Agreement  are  subject  to  the
          fulfillment to Delta's satisfaction on or prior to the Closing date of
          the  following  conditions,  any of which may be waived in whole or in
          part by Delta.

          (a) Representation and Warranties True at Closing. The representations
          and warranties made by the  Shareholders  and Union in Section 3 above
          shall be true and  correct in all  material  respects on and as of the
          Closing  Date with the same  force and effect as if they had been made
          and given on and as of the  Closing  Date,  and the  Shareholders  and
          Union  shall have  performed  and  complied  with all  agreements  and
          obligations  to be performed by it under this Agreement on or prior to
          the Closing.

          (b)  Authorization.  Union shall have  obtained all Board of Directors
          and shareholder  approval  necessary to authorize its participation in
          the transaction described in this Agreement.

          (c) No  Adverse  Change.  Prior to the  Closing  there  shall not have
          occurred any loss or destruction of any material part of the assets of
          Union or any material and adverse  change in the financial  condition,
          properties,  business  or  operation  of Union  from that shown in the
          Financial Statements.

          (d) 2000 Financial Statements.  Union shall have provided to Delta the
          financial  statements for Union as of December 31, 2000, together with
          a sworn  statement  of the  officers  and  directors of Union that the
          financial  statements  accurately  reflect the financial  condition of
          Union to the best of their knowledge and belief.

          (e) Due Diligence  Satisfactory.  Shareholders and Union have received
          all of the  information  reasonably  requested  by it  from  Delta  in
          connection  with this  transaction,  and,  based on its due  diligence
          investigation,   are  satisfied   with  the  financial  and  operating
          condition of Delta.

          (f) Closing Certificate:  Good Standing. At the Closing,  Shareholders
          will  cause  Union to  deliver  or cause  to be  delivered  to Delta a
          certificate  executed  by the  President  of  Union,  dated  as of the
          Closing  Date and  certifying  to the  fulfillment  of the  conditions
          specified in subparagraphs  (a), (b) and (c) above. On or prior to the
          Closing Date, Union will deliver to Delta certificates issued by the

                                        16

<PAGE>



          Secretary of State of Delaware  evidencing the corporate good standing
          of Union as of a date not more than 30 days prior to the Closing Date.

          (g) Rights to Business  Name.  Union shall have obtained such director
          and shareholder  approval and prepared and filed such documents as are
          necessary to make the name "Union Members Discount Network"  available
          to Delta as a business  name  registered in the states and every other
          jurisdiction in which Union is authorized to do business.

          (h)  Documents  and  Instruments   Satisfactory.   All  documents  and
          instruments to be provided by Union and the Shareholders in connection
          with  the   transactions   contemplated  by  this  Agreement  must  be
          satisfactory in form and substance to counsel for Delta.

          (i) Opinion of Counsel for Union.  At the  Closing,  Shareholders  and
          Union will  deliver  to Delta an  opinion  of counsel  dated as of the
          Closing Date, addressed to Delta in a form acceptable to Delta.

     5.2 Conditions to Obligations of Union. The obligations of the Shareholders
     and Union to  consummate  this  Agreement  and carry out and perform  their
     obligations  hereunder  are  subject  to  the  satisfaction  of  all of the
     following conditions unless waived by Shareholders.

          (a)   Representations   and   Warranties   True   at   Closing.    The
          representations  and warranties  made by Delta in this Agreement shall
          be true and correct in all material  respects on and as of the Closing
          Date with the same force and effect as if they had been made and given
          on as of the Closing Date.  Delta shall have performed and complied in
          all  material  respects  with all  agreements  and  obligations  to be
          performed by it under this Agreement on or before the Closing Date.

          (b)  Authorization.  Delta shall have  obtained all Board of Directors
          and shareholder  approval  necessary to authorize its participation in
          the transaction described in this agreement.

          (c) No  Adverse  Change.  Prior to the  Closing  there  shall not have
          occurred any material and adverse  change in the financial  condition,
          properties,  business  or  operations  of Delta since the date of this
          Agreement.

          (d) Closing  Certificate;  Good Standing.  At the Closing,  Delta will
          deliver  or cause to be  delivered  to Union  and the  Shareholders  a
          certificate  executed  by the  President  of  Delta,  dated  as of the
          Closing  Date and  certifying  to the  fulfillment  of the  conditions
          specified in subparagraphs  (a), (b) and (c) above. On or prior to the
          Closing  Date,  Delta  will  deliver to Union and the  Shareholders  a
          certificate  issued by the State of Delaware  evidencing the corporate
          and good  standing of Delta as of the date not more than 30 days prior
          to the Closing Date.


                                       17

<PAGE>



          (e)  Documents  and  Instruments   Satisfactory.   All  documents  and
          instruments   to  be  provided  by  Delta  in   connection   with  the
          transactions  contemplated  by this Agreement must be  satisfactory in
          form and substance to counsel for Shareholders and Union.

          (f) Opinion of Counsel for Delta.  At the Closing,  Delta will deliver
          to Union  and  Shareholders  an  opinion  of  counsel  dated as of the
          Closing Date,  addressed to Union and in form and substance acceptable
          to Union.

6.       Covenants and Agreements of Union.
         ---------------------------------

     6.1 Access to  Information.  From and after the date of this  Agreement and
     until the Closing,  Shareholders agree that the authorized  representatives
     of Delta shall have access during normal  business hours to the properties,
     facilities,  books,  records,  contracts  and  documents of Union and Union
     shall furnish or cause to be furnished to the authorized representatives of
     Delta  copies of all  documents  and all  information  with  respect to the
     affairs and businesses of Union that Delta's representatives may reasonably
     request.

     6.2 Conduct of Business Pending the Closing.  Unless expressly consented to
     by Delta or otherwise permitted or required under this Agreement,  from and
     after the date of this  Agreement and until the Closing or the  termination
     or abandonment of this Agreement as provided herein:

          (a)  Business  in the  Ordinary  Course.  Union will (i)  conduct  its
          business only in the ordinary course in the same manner as before date
          of this  Agreement,  (ii)  will not  institute  any  unusual  or novel
          methods of manufacture,  purchase, sale, lease, service, accounting or
          operation,  (iii)  will not grant any  increase  in the rate of pay or
          other benefits or compensation of any officers or employees,  and (iv)
          will not enter into, amend or terminate any contract or commitment not
          in the usual and  ordinary  course of  business  and  consistent  with
          Union's past practice.

          (b) Indebtedness.  Union will not (i) incur or assume or guarantee any
          indebtedness  other  than  indebtedness  incurred  in  the  usual  and
          ordinary  course of  business  for goods or  services  or  pursuant to
          existing commitments or agreements  previously disclosed in writing to
          Delta under this Agreement, or (ii) enter into, execute or deliver any
          agreement or writing to the release or settlement of claims, except as
          otherwise provided by this Agreement.

          (c)  Corporate  Structure.  Union will not (i) amend its  articles  of
          incorporation  or bylaws or change its  officers or  directors or (ii)
          issue any  additional  capital stock or other  securities or grant any
          warrants,  options or rights to purchase or acquire any capital  stock
          or other  securities of Union, or (iii) merge or consolidate  with any
          other  corporation or acquire all or  substantially  all of the stock,
          business  or assets of any other  person or entity or sell,  assign or
          transfer  substantially all of its assets or outstanding securities to
          any other person or entity.


                                       18

<PAGE>



          (d) Dividends and Capital Stock. Union will not (i) declare or pay any
          dividend  or  make  any  stock  split  or  stock   dividend  or  other
          distribution  with respect to its capital  stock,  or (ii) directly or
          indirectly redeem,  purchase or otherwise acquire for value any of its
          capital stock.

          (e) Banking  Relationships.  No change will be made affecting  Union's
          banking  relationships  and  Union  shall  open no new  bank or  other
          deposit accounts.

          (f)  Insurance.  Union  will  maintain  in full  force and  effect all
          policies  of  insurance  now in effect and will give all  notices  and
          present all claims under all policies in a timely fashion.

7.       Miscellaneous.
         -------------

     7.1  Successors  and Assigns.  This  Agreement and the terms and conditions
     contained  herein are binding  upon,  and will inure to the benefit of, the
     parties   hereto   and   their   respective   representatives,   executors,
     administrators,  heirs,  successors and assigns,  but,  except as otherwise
     specifically  provided  herein,  neither this  Agreement  nor any rights or
     obligations hereunder may be assigned, directly, indirectly, voluntarily or
     involuntarily, except by operation or law, by any party to this Agreement.

     7.2 Governing  Law;  Severability.  This  Agreement will be governed by and
     construed  in  accordance  with the laws of the State of  Delaware.  If any
     provision  of  this   Agreement   is  found  to  be  invalid,   illegal  or
     unenforceable  in any  respect,  such  provision  will be  enforced  to the
     maximum extent possible and the remaining provisions of this Agreement will
     continue unaffected.

     7.3 Waivers. No waiver by any party hereto of any term or condition of this
     Agreement  will be effective  unless set forth in a writing  signed by such
     party. No waiver of any provision of this Agreement will be deemed a waiver
     of any other provision,  or constitute a continuing wavier unless otherwise
     expressly  provided in writing by the waiving party. No failure or delay on
     the part of any party in  exercising  any right,  power or privilege  under
     this  Agreement  will  operate  as a waiver  thereof,  nor will a single or
     partial  exercise  thereof  preclude  any other or further  exercise of any
     other rights, powers or privileges.

     7.4 Entire  Agreement;  Modifications.  This  Agreement,  together with the
     exhibits  and  schedules  attached  hereto,  each of which is  incorporated
     herein  by this  reference,  constitutes  the  entire  agreement  among the
     parties  hereto  pertaining to the subject  matter hereof and supersedes in
     its  entirety  all prior and  contemporaneous  agreements,  understandings,
     negotiations and discussions  between the parties  (specifically  including
     without limitation the letter of intent dated January 22, 2001 and executed
     by Delta and Union in  connection  with this  Agreement),  whether  oral or
     written,  with  respect  to  the  subject  matter  of  this  Agreement.  No
     supplement,  modification  or amendment to this  Agreement  will be binding
     unless executed in writing by Union, Shareholders and Delta.



                                       19

<PAGE>



     7.5  Notices.  All notices and other  communications  required or permitted
     under this Agreement will be in writing and may be hand  delivered,  mailed
     by  first-class  mail,  postage  prepaid,  or sent  via  facsimile.  Unless
     otherwise  agreed to in  writing by the  parties,  such  notices  and other
     communications shall be addressed as follows:


If to Delta:                                               With a copy to:

Judith Miller, Director
Delta Capital Technologies, Inc.
B201, 1331 Homer Street
Vancouver, B.C.  V6B 5M5
Facsimile: (604) 685-6452                                  Facsimile: (    )
If to Union:                                               With a copy to:

Kent Keith, President
Union Members Discount Network, Inc.
217 Ashland Avenue
Santa Monica, California 90405
Facsimile: (877) 558-6466                                  Facsimile: (     )

     7.6  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
     counterparts,  each of which shall be deemed an  original  and all of which
     together shall constitute one instrument.

     7.7  Headings;  References.  Headings  used in this  Agreement are used for
     convenience only and are not to be considered in construing or interpreting
     this Agreement.


IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the dates set
forth  below,  to be  effective  for all  purposes as of the date first  written
above.



Union Members Discount Network, Inc., a
Delaware corporation

       /s/   Kent Keith
By:___________________________
         Kent Keith, President


Delta Capital Technologies, Inc., a Delaware
corporation

    /s/  Douglas P. Johnson
By:_____________________________
   Douglas P. Johnson, President

Shareholders

-------------------------------
                                       20



<PAGE>






















                        STOCK PURCHASE AND SALE AGREEMENT

                Between Delta Capital Technologies, Inc., and the
                           Shareholders of UMDN, Inc.




                                   May 4, 2001




                                       21

<PAGE>



                        STOCK PURCHASE AND SALE AGREEMENT

THIS STOCK PURCHASE AND SALE AGREEMENT (this "Agreement"), dated effective as of
May 4, 2001 is by and among, UMDN, Inc., a Delaware  corporation  ("UMDN"),  the
shareholders   of  UMDN  who  have  executed  this  Agreement  as   Shareholders
("Shareholders")  and Delta Capital  Technologies,  Inc., a Delaware corporation
("Delta").

                                    RECITALS

A.  UMDN is a  privately  held,  non-reporting  corporation  with its  principal
operations located in Santa Monica, California.

B. Delta is a publicly held, reporting corporation with its principal operations
located in Las Vegas, Nevada.

C.  Shareholders  desire  to sell  and  Delta  desires  to  purchase  all of the
outstanding  shares  of  UMDN  pursuant  to the  terms  and  conditions  of this
Agreement.

                                    AGREEMENT

     In  consideration  of  the  foregoing  recitals  and  the  mutual  promises
contained herein,  Delta, UMDN and the Shareholders  hereby agree as follows:

1. Purchase and Sale of Shares.

     1.1  Property  Subject  to the  terms  and  conditions  of this  Agreement,
     Shareholders  agree to sell and  assign  to Delta on the  Closing  Date (as
     defined below), free and clear of all mortgages, security interests, liens,
     pledges, adverse claims and other encumbrances,  (a) all of the outstanding
     shares  of  stock  of  UMDN as set  forth  on  Exhibit  A  attached  hereto
     (collectively,  the "Shares").  In exchange for the Shares, Delta agrees to
     issue  1,000,000  shares of Delta common stock to the  Shareholders  on the
     Closing Date pro rata in accordance with their  respective  holdings of the
     shares    on   the   date    hereof.

2.    Closing    Date;    Delivery.

     2.1 Closing  Date.  The closing of the purchase and sale of the Shares (the
     "Closing")  will be held at the  offices of Delta,  at 10:00 a.m. on May 4,
     2001,  or at such  earlier  date  as may be  agreed  in  writing  by  UMDN,
     Shareholders and Delta (the "Closing Date").

     2.2 Deliveries at Closing.

          (a)  Deliveries  of  Shareholders  to Delta.  At the  Closing,  if the
          conditions  precedent  set  forth  in  Section  5.2 are  fulfilled  in
          reasonable satisfaction, Shareholders will deliver to Delta

                                       22

<PAGE>



          (1) stock certificates or other documents of title representing all of
          the  shares of stock held of record or  beneficially  owned in UMDN on
          the Closing Date,  duly endorsed by the  Shareholders  for transfer to
          Delta.  Shareholders  and UMDN will also deliver such other  documents
          and  instruments as Delta may  reasonably  request to confirm that the
          Shareholders  and UMDN have  performed  all of their  obligations  and
          fulfilled all of the conditions of this Agreement.

          (b)  Deliveries  of  Delta to  Shareholders.  At the  Closing,  if the
          conditions  precedent  set  forth  in  Section  5.1 are  fulfilled  in
          reasonable satisfaction,  Delta will deliver to the Shareholders stock
          certificates  representing  1,000,000  shares of Delta's common stock,
          par value $0.001 issued in the respective  names of the  Shareholders.
          Delta will also deliver such other  documents and  instruments  as the
          Shareholders  may  reasonably   request  to  confirm  that  Delta  has
          performed all of its  obligations  and fulfilled all of the conditions
          of this Agreement.

3.  Representations  and  Warranties  of  UMDN.  Shareholders  and  UMDN  hereby
represent and warrant to Delta that:

     3.1  Organization, Standing and Authority of UMDN.


     (a) Organization. UMDN is a corporation duly organized and validly existing
     under  the  laws of the  State of  Delaware  and is in good  standing  as a
     domestic  corporation under the laws of said State.

     (b) Charter  Documents.  UMDN has furnished counsel for Delta with true and
     complete copies of its Articles of  Incorporation,  as amended to date, and
     its  Bylaws as  currently  in effect.

     (c) Corporate Power.  UMDN has all requisite  corporate power to enter into
     this Agreement and to carry out and perform its obligations hereunder.

     (d)  Authorization  for  Agreement.  The execution and  performance of this
     Agreement by UMDN has been duly authorized by its board of directors.  Upon
     execution and delivery of this Agreement on behalf of UMDN,  this Agreement
     will  constitute  the  valid  and  legally  binding   obligation  of  UMDN,
     enforceable  in accordance  with its terms and  conditions.  The execution,
     delivery  and  performance  of  this  Agreement  and  compliance  with  the
     provisions hereof by UMDN does not and will not conflict with, or result in
     a breach  or  violation  of the  terms,  conditions  or  provisions  of, or
     constitute a default under,  or result in the creation or imposition of any
     lien  pursuant  to the terms  of,  UMDN's  Articles  of  Incorporation,  as
     amended,  UMDN's current Bylaws, or any statute, law, rule or regulation or
     any order, judgment,  decree, indenture,  mortgage lease or other agreement
     or instrument to which UMDN is subject.


                                       23

<PAGE>



     (e) Financial Statements.  The unaudited financial statements of UMDN as of
     December 31, 2000,  are attached  hereto as Exhibit B (the "UMDN  Financial
     Statements").  The UMDN Financial  Statements  present fairly the financial
     condition of UMDN as of the periods  covered in conformity  with  generally
     accepted accounting principles applied on a basis consistent with preceding
     periods.

     (f) Material Changes.  Since December 31, 2000, there have been no material
     adverse  changes in the financial  condition of UMDN from that shown on the
     Financial  Statements  as of  such  date  except  to the  extent  that  the
     operations of UMDN have continued at a loss.

     (g) Loans. As of the Closing Date,  UMDN has repaid or otherwise  satisfied
     all of its indebtedness to third parties or lenders of any nature.

3.2 Financial and Operating Status of UMDN. (

     a) Tax  Returns.  UMDN has duly  filed  all  federal,  state  and local tax
     returns  required  to be  filed  by it,  and  all  taxes,  assessments  and
     penalties  set forth in such  returns  have been  timely  and fully paid or
     adequately reserved against in the Financial Statements. None of UMDN's tax
     returns has ever been audited by any governmental taxing authority.

     (b) Contracts  and  Commitments.  UMDN has no written or oral  contracts or
     commitments involving any obligation, consideration or expenditure, outside
     the purchase of normal  inventory  items in quantities  in accordance  with
     previous  practices,  except as set forth in the  Schedule  of  Disclosures
     attached  hereto as Exhibit C. UMDN has delivered to Delta's  counsel true,
     complete and correct copies of all such contracts and commitments, together
     with all  amendments  thereto,  all of which are listed on the  Schedule of
     Disclosures,  and all such  contracts  are in full  force and effect in the
     form  delivered.  UMDN has set forth in the Schedule of Disclosures (i) all
     insurance  policies  in force  on the  date  hereof;  (ii)  the  names  and
     locations of all banks and other  depositories  in which it has accounts or
     safe  deposit  boxes and the names of persons  authorized  to sign  checks,
     drafts or other instruments drawn thereon or to have access thereof;  (iii)
     all mortgages,  promissory notes, deeds of trust, loan or credit agreements
     or similar agreements, or modifications thereof, to which it is a party and
     all  amounts  thereof;  and  (iv)  all  accounts  receivable  of UMDN as of
     December 31, 2000 and as reflected in the Financial Statements.

     (c) Employees. UMDN does not have any collective bargaining agreements with
     any of its  employees.  UMDN is not a party to any contract with any of its
     employees,  consultants,  advisors, sales representatives,  distributors or
     customers  that is not  terminable  by UMDN without  liability,  penalty or
     premium on 30 days'  notice,  except as otherwise set forth in the Schedule
     of Disclosures.

     (d) Benefits. UMDN does not have any health, dental,  pension,  retirement,
     or other  benefit  programs  for its  employees  or in which its  employees
     participate, except as set forth in the Schedule of Disclosures.

                                       24

<PAGE>



     (e) Inventory. All inventory of UMDN is saleable and in good condition, the
     value of which as of December 31, 2000 has been written down or reserved to
     amounts not in excess of realizable market value.

     (f)  Equipment.  All  equipment of UMDN is in good order and repair  except
     minor defects which do not  materially  interfere with the continued use of
     such equipment.

     (g) Litigation. There is no action, proceeding or investigation pending or,
     to the  knowledge  of  UMDN,  threatened  against  UMDN,  or any of  UMDN's
     property or assets which might result in any material and adverse change in
     the property,  assets or financial condition of UMDN, nor, to the knowledge
     of  UMDN,   is  there  any  basis  for  any  such  action,   proceeding  or
     investigation.  To the best  knowledge of UMDN it is in  compliance  in all
     material  respects  with all laws and  regulations  applicable  to it,  its
     properties and businesses.

4. Representations and Warranties of Delta. Delta hereby represents and warrants
to UMDN  and the  Shareholders  that the  matters  set  forth  in the  following
subsections of this Section 4 are true and correct. 4.1 Corporate Organization

     (a) Organization.  Delta is a corporation duly organized,  validly existing
     and in good standing under the laws of the State of Delaware. (

     b) Financial Statements.  The audited consolidated  financial statements of
     Delta for its last fiscal year are attached hereto as Exhibit D (the "Delta
     Financial  Statements").  The Delta Financial Statements present fairly the
     financial  condition of Delta as of the periods  covered in conformity with
     generally accepted accounting principles applied on a basis consistent with
     preceding periods.

     (c) Material  Changes.  Since the last annual Delta  Financial  Statements,
     there have been no material  changes in the  financial  condition  of Delta
     from that shown on the Delta Financial Statements as of such date.

     (d) Reporting  Status.  Delta is fully  reporting as a public company under
     Section 13 or 15(d) of the  Securities  Exchange  Act of 1934.  None of the
     information  contained  in any of the  reports  filed by Delta  pursuant to
     Section 13 of such statute  contains any misstatement of a material fact or
     omits any information  required to make the information  contained  therein
     not materially misleading.


                                       25

<PAGE>



     4.2  Due  Execution  and  Enforceability.   The  execution,   delivery  and
     performance of this Agreement and the other agreements  between the parties
     hereto  referred  to herein  by and on  behalf of Delta  have been duly and
     validly authorized by the Delta board of directors.

5.       Conditions to Closing.
         ---------------------

     5.1  Conditions  to  Obligations  of  Delta.  The  obligations  of Delta to
purchase  the Shares at the  Closing  and to  consummate  any other  transaction
contemplated  by this  Agreement  are  subject  to the  fulfillment  to  Delta's
satisfaction on or prior to the Closing date of the following conditions, any of
which may be waived in whole or in part by Delta.

     (a) Representation and Warranties True at Closing.  The representations and
     warranties  made by the  Shareholders  and UMDN in Section 3 above shall be
     true and correct in all  material  respects  on and as of the Closing  Date
     with the same force and effect as if they had been made and given on and as
     of the Closing Date, and the Shareholders and UMDN shall have performed and
     complied with all  agreements  and  obligations to be performed by it under
     this Agreement on or prior to the Closing.

     (b)  Authorization.  UMDN shall have  obtained all board of  directors  and
     shareholder  approval  necessary  to  authorize  its  participation  in the
     transaction described in this Agreement.

     (c) No Adverse  Change.  Prior to the Closing there shall not have occurred
     any loss or  destruction  of any material part of the assets of UMDN or any
     material  and  adverse  change  in  the  financial  condition,  properties,
     business or operation of UMDN from that shown in the Financial Statements.

     (d) 2000  Financial  Statements.  UMDN  shall  have  provided  to Delta the
     financial  statements  for UMDN as of December  31, 2000,  together  with a
     sworn  statement of the officers and  directors of UMDN that the  financial
     statements  fairly  present the financial  condition of UMDN to the best of
     their knowledge and belief.

     (e) Closing Certificate:  Good Standing. At the Closing,  Shareholders will
     cause  UMDN to  deliver  or cause to be  delivered  to Delta a  certificate
     executed  by the  president  of  UMDN,  dated  as of the  Closing  Date and
     certifying to the fulfillment of the conditions  specified in subparagraphs
     (a), (b) and (c) above.  On or prior to the Closing Date, UMDN will deliver
     to  Delta  certificates  issued  by the  Secretary  of  State  of  Delaware
     evidencing  the corporate  good standing of UMDN as of a date not more than
     30 days prior to the Closing Date.

     (f) Documents and Instruments  Satisfactory.  All documents and instruments
     to be  provided  by UMDN  and  the  Shareholders  in  connection  with  the
     transactions  contemplated  by this Agreement must be  satisfactory in form
     and substance to counsel for Delta.


                                       26

<PAGE>



     (g) Opinion of Counsel for UMDN. At the Closing, Shareholders and UMDN will
     deliver  to Delta an  opinion  of  counsel  dated as of the  Closing  Date,
     addressed to Delta in a form acceptable to Delta.

     5.2 Conditions to Obligations of UMDN and Its Shareholders. The obligations
of the  Shareholders  and UMDN to  consummate  this  Agreement and carry out and
perform their  obligations  hereunder are subject to the  satisfaction of all of
the following conditions unless waived by Shareholders.

     (a) Representations and Warranties True at Closing. The representations and
     warranties made by Delta in this Agreement shall be true and correct in all
     material  respects  on and as of the  Closing  Date with the same force and
     effect as if they had been made and given on as of the Closing Date.  Delta
     shall  have  performed  and  complied  in all  material  respects  with all
     agreements and obligations to be performed by it under this Agreement on or
     before the Closing Date.

     (b)  Authorization.  Delta shall have  obtained all board of directors  and
     shareholder approval necessary to authorize its participation
     in the transaction described in this agreement.

     (c) No Adverse  Change.  Prior to the Closing there shall not have occurred
     any material and adverse  change in the  financial  condition,  properties,
     business or operations of Delta since the date of this Agreement.

     (d) Closing Certificate;  Good Standing. At the Closing, Delta will deliver
     or  cause  to be  delivered  to UMDN  and the  Shareholders  a  certificate
     executed  by the  president  of  Delta,  dated as of the  Closing  Date and
     certifying to the fulfillment of the conditions  specified in subparagraphs
     (a), (b) and (c) above. On or prior to the Closing Date, Delta will deliver
     to UMDN and the Shareholders a certificate  issued by the State of Delaware
     evidencing the corporate and good standing of Delta as of the date not more
     than 30 days prior to the Closing Date.

     (e) Documents and Instruments  Satisfactory.  All documents and instruments
     to be provided by Delta in connection with the transactions contemplated by
     this  Agreement must be  satisfactory  in form and substance to counsel for
     Shareholders and UMDN.

     (f) Opinion of Counsel for Delta.  At the  Closing,  Delta will  deliver to
     UMDN and  Shareholders  an opinion of counsel dated as of the Closing Date,
     addressed to UMDN and in form and substance acceptable to UMDN.


                                       27

<PAGE>



     (g) Due Diligence Satisfactory.  Shareholders and UMDN have received all of
     the information  reasonably requested by them from Delta in connection with
     this  transaction,  and,  based  on its due  diligence  investigation,  are
     satisfied with the financial and operating condition of Delta.

     (h)  Financing  Terms.  Delta and UMDN  shall  have  prepared  an  Offering
     Memorandum  and related  Subscription  Agreement with respect to the future
     financing of UMDN.

6.       Covenants and Agreements of UMDN.
         --------------------------------

     6.1 Access to  Information.  From and after the date of this  Agreement and
until the Closing,  Shareholders  agree that the authorized  representatives  of
Delta  shall  have  access  during  normal  business  hours  to the  properties,
facilities,  books,  records,  contracts  and  documents  of UMDN and UMDN shall
furnish or cause to be  furnished  to the  authorized  representatives  of Delta
copies of all  documents  and all  information  with  respect to the affairs and
businesses of UMDN that Delta's  representatives may reasonably  request.  Delta
shall keep all such information  confidential and shall not use the same for any
purpose  or  disclose  the  same to any  other  person  or  entity  pending  the
consummation of the transactions contemplated hereby.

     6.2 Conduct of Business Pending the Closing.  Unless expressly consented to
by Delta or otherwise permitted or required under this Agreement, from and after
the  date  of this  Agreement  and  until  the  Closing  or the  termination  or
abandonment of this Agreement as provided herein:

     (a)  Business in the  Ordinary  Course.  UMDN will (i) conduct its business
     only in the  ordinary  course in the same  manner  as  before  date of this
     Agreement,  (ii)  will  not  institute  any  unusual  or novel  methods  of
     manufacture, purchase, sale, lease, service, accounting or operation, (iii)
     will  not  grant  any  increase  in the rate of pay or  other  benefits  or
     compensation  of any officers or  employees,  and (iv) will not enter into,
     amend or terminate any contract or commitment not in the usual and ordinary
     course of business and consistent with UMDN's past
     practice.


     (b)  Indebtedness.  UMDN  will not (i) incur or  assume  or  guarantee  any
     indebtedness  other than  indebtedness  incurred in the usual and  ordinary
     course  of  business   for  goods  or  services  or  pursuant  to  existing
     commitments  or agreements  previously  disclosed in writing to Delta under
     this  Agreement,  or (ii) enter into,  execute or deliver any  agreement or
     writing  to the  release  or  settlement  of  claims,  except as  otherwise
     provided by this Agreement.

     (c)  Corporate  Structure.   UMDN  will  not  (i)  amend  its  articles  of
     incorporation  or bylaws or change its  officers or directors or (ii) issue
     any  additional  capital  stock or other  securities or grant any warrants,
     options  or  rights to  purchase  or  acquire  any  capital  stock or other
     securities  of  UMDN,  or  (iii)  merge  or  consolidate   with  any  other
     corporation or acquire all or substantially  all of the stock,  business or
     assets of any other person or entity or sell, assign or transfer

                                       28

<PAGE>



     substantially  all of its  assets or  outstanding  securities  to any other
     person or entity.

     (d)  Dividends  and  Capital  Stock.  UMDN will not (i)  declare or pay any
     dividend  or make any stock split or stock  dividend or other  distribution
     with respect to its capital stock,  or (ii) directly or indirectly  redeem,
     purchase or otherwise acquire for value any of its capital stock.

     (e) Banking Relationships.  No change will be made affecting UMDN's banking
     relationships and UMDN shall open no new bank or other deposit accounts.

     (f) Insurance.  UMDN will maintain in full force and effect all policies of
     insurance  now in effect and will give all  notices  and present all claims
     under all policies in a timely fashion.

7.       Covenants and Agreements of Delta.
         ---------------------------------

     7.1 For a period of not less than two years  following  the  Closing  Date,
Delta  shall  continue  timely to file all  reports  required  to be filed by it
pursuant  to the  Securities  Exchange  Act of 1934,  as  amended;  and all such
reports shall contain all of the information  required to be contained  therein,
shall not contain any material  misstatements and shall not omit any information
required  to be  contained  therein  in order to make the  statements  contained
therein not materially misleading.

     7.2 In order to preserve to the Shareholders  the benefits  afforded by the
option referenced in Section 7.3 hereof, during the Option Period (as defined in
Section 7.3 hereof),  Delta shall not, nor shall it cause, permit or suffer UMDN
to, in each case without the prior written consent of Kent and Starla Keith:

          7.2.1 elect as directors of UMDN any more than three individuals,  two
          of whom shall be Kent and Starla Keith or persons  designated  by them
          or remove any such directors so elected,sell,  hypothecate,  liquidate
          or otherwise  dispose of all or any significant  portion of the assets
          of UMDN or any interest therein;


          7.2.3  merge or  consolidate  UMDN with any other  person or entity or
          enter into any plan or agreement with respect thereto;

          7.2.4 enter into any agreement between UMDN and Delta, or between UMDN
          and any  person or entity  controlled  by Delta,  any person or entity
          controlling  Delta or any person or entity under  common  control with
          Delta (any person or entity controlling, controlled by or under common
          control with Delta is referenced herein as a "Delta Affiliate");


                                       29

<PAGE>



          7.2.5 enter into any  employment or consulting  agreement or any other
          agreement to provide compensation to any Delta Affiliate;

          7.2.6 issue any shares of the  capital  stock of UMDN or any shares or
          other  securities  convertible into or exchangeable or exercisable for
          such  shares of capital  stock  except to the extent  contemplated  by
          Section  7.6  hereof and  except to the  extent  such  shares or other
          securities are issued in connection with a public distribution thereof
          in a transaction  or series of  transactions  approved by the board of
          directors of UMDN;

          7.2.7  incur  any  indebtedness  of UMDN for  borrowed  money,  either
          directly  or as  guarantor  of any  obligations  of Delta or any Delta
          Affiliate;

          7.2.8 adopt any plan or petition any court or governmental  agency for
          the dissolution of UMDN; or

          7.2.9 take any action of UMDN or permit or suffer  the  occurrence  of
          any action of UMDN that is otherwise  within the  prerogatives  of the
          Board of Directors of a  corporation  organized  under the laws of the
          State of Delaware.

     7.3 (a) Delta hereby grants to the Shareholders the option to purchase from
     Delta,  at any time during the period  (the  "Option  Period")  between the
     Closing  Date and the  earlier to occur of (i) the public  distribution  of
     shares  or  other  securities  of  UMDN  in  a  transaction  or  series  of
     transactions  approved by the Board of Directors of UMDN or (ii) the second
     anniversary of the Closing Date, all, but not fewer than all, of the shares
     of the capital  stock of UMDN now owned or  hereafter  acquired by UMDN for
     consideration  consisting of 1,000,000 shares of the capital stock of Delta
     plus an amount equal to the amount of capital  contributed by Delta to UMDN
     during the period  between the Closing Date and the date of the exercise of
     this  option,  excluding  any amounts paid by Delta for the benefit of UMDN
     pursuant  to Section 8.8 hereof,  which shall be payable  without  interest
     within ninety  calendar days  following the closing date of the exercise of
     this option (the "Cash Consideration").


     (b) The Shareholders  hereby irrevocably appoint Kent and Starla Keith, and
     each of them individually, as their true and lawful attorneys-in-fact, with
     full power of substitution to exercise the option granted hereby.

     (c) This option may be exercised by written notice to Delta given by either
     Kent or Starla Keith during the Option Period, which notice shall specify a
     date, which shall not be less than ten, nor more than thirty, calendar days
     following  the date of such notice,  and a time on such date during  normal
     business hours on which the closing of the transactions contemplated by the
     exercise  of this  option  shall  occur.  Such  closing  shall occur at the
     offices  of UMDN on the date and at the time  specified  in the  notice  of
     exercise of this option. At such closing, Delta shall deliver to Kent or

                                       30

<PAGE>



     Starla  Keith,  as  agent  and  attorney-in-fact  for the  Shareholders,  a
     certificate  or  certificates,  duly  endorsed  in blank  for  transfer  or
     accompanied by duly executed stock powers in blank, representing all of the
     shares of the capital stock of UMDN then owned of record or beneficially by
     Delta. In exchange therefore, Kent or Starla Keith shall deliver to Delta a
     certificate  or  certificates,  duly  endorsed  in blank  for  transfer  or
     accompanied by duly executed stock powers in blank,  representing 1,000,000
     shares of the  capital  stock of Delta,  together  with a  promissory  note
     evidencing the joint and several  obligation of the  Shareholders to pay to
     Delta the Cash Consideration on the terms specified above.

     7.4 Delta shall not,  during the Option  Period,  sell,  assign,  transfer,
convey, pledge, hypothecate, encumber or otherwise transfer or dispose of any of
the  shares  of the  capital  stock of UMDN or any  interest  therein  or rights
appurtenant  thereto acquired by Delta either pursuant hereto or otherwise after
the Closing  Date  without  giving to Kent and Starla Keith not less than thirty
calendar  days' prior written  notice of such transfer or  disposition;  and the
Shareholders  shall have the right to exercise  the option  contained in Section
7.3 hereof at any time  within the  thirty day period  between  the date of such
notice and the consummation of the transaction contemplated thereby.

     7.5 The rights of the  Shareholders  to purchase  the shares of the capital
stock of UMDN shall be noted on the stock ledger of UMDN;  and the  certificates
representing  the shares of the capital stock of UMDN  registered in the name of
Delta upon the consummation of the  transactions  contemplated by this Agreement
shall bear a legend as follows:

     "The  shares of the  capital  stock of the issuer of this  certificate  are
     subject  to the rights of  certain  individuals  to  purchase  such  shares
     pursuant to an Agreement dated as off May 4, 2001, by and among the issuer,
     Delta Capital  Technologies,  Inc. and such individuals.  The right to vote
     the  shares of the  capital  stock of the  issuer of this  certificate  are
     subject to a proxy granted to such individuals or their representatives."

     7.6 Delta shall not change the terms of the financing of UMDN  contained in
the Offering Memorandum and related Subscription Agreement referenced in Section
5.2(h) hereof without the prior written consent of Kent and Starla Keith.

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

     8.1  Successors  and Assigns.  This  Agreement and the terms and conditions
     contained  herein are binding  upon,  and will inure to the benefit of, the
     parties   hereto   and   their   respective   representatives,   executors,
     administrators,  heirs,  successors and assigns,  but,  except as otherwise
     specifically  provided  herein,  neither this  Agreement  nor any rights or
     obligations hereunder may be assigned, directly, indirectly, voluntarily or
     involuntarily, except by operation or law, by any party to this Agreement.

     8.2 Governing  Law;  Severability.  This  Agreement will be governed by and
     construed in accordance  with the laws of the State of  California.  If any
     provision of this Agreement is found to be invalid, illegal or

                                       31

<PAGE>



     unenforceable  in any  respect,  such  provision  will be  enforced  to the
     maximum extent possible and the remaining provisions of this Agreement will
     continue unaffected.

     8.3 Waivers. No waiver by any party hereto of any term or condition of this
     Agreement  will be effective  unless set forth in a writing  signed by such
     party. No waiver of any provision of this Agreement will be deemed a waiver
     of any other provision,  or constitute a continuing waiver unless otherwise
     expressly  provided in writing by the waiving party. No failure or delay on
     the part of any party in  exercising  any right,  power or privilege  under
     this  Agreement  will  operate  as a waiver  thereof,  nor will a single or
     partial  exercise  thereof  preclude  any other or further  exercise of any
     other rights, powers or privileges.

     8.4 Entire  Agreement;  Modifications.  This  Agreement,  together with the
     exhibits  and  schedules  attached  hereto,  each of which is  incorporated
     herein  by this  reference,  constitutes  the  entire  agreement  among the
     parties  hereto  pertaining to the subject  matter hereof and supersedes in
     its  entirety  all prior and  contemporaneous  agreements,  understandings,
     negotiations and discussions  between the parties  (specifically  including
     without limitation the letter of intent dated January 22, 2001 and executed
     by Delta and UMDN in  connection  with  this  Agreement),  whether  oral or
     written,  with  respect  to  the  subject  matter  of  this  Agreement.  No
     supplement,  modification  or amendment to this  Agreement  will be binding
     unless executed in writing by UMDN, Shareholders and Delta.

     8.5  Notices.  All notices and other  communications  required or permitted
     under this Agreement will be in writing and may be hand  delivered,  mailed
     by  first-class  mail,  postage  prepaid,  or sent  via  facsimile.  Unless
     otherwise  agreed to in  writing by the  parties,  such  notices  and other
     communications shall be addressed as follows:



If to Delta:                         With a copy to:

Judith Miller, Director
Delta Capital Technologies, Inc.
B201, 1331 Homer Street
Vancouver, B.C.  V6B 5M5
Facsimile: (604) 685-6452            Facsimile: (     )

If to UMDN:                          With a copy to:

Kent Keith, President                Christopher P. O'Connell, Esq.
UMDN Members Discount Network, Inc.  Parker, Milliken, Clark, O'Hara & Samuelian
217 Ashland Avenue                   333 South Hope Street
Santa Monica, California 90405       Los Angeles, California 90071
Facsimile: (877) 558-6466



                                      Facsimile: (213) 683-6669

                                       32
<PAGE>

     8.6  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
     counterparts,  each of which shall be deemed an  original  and all of which
     together shall constitute one instrument.

     8.7  Headings;  References.  Headings  used in this  Agreement are used for
     convenience only and are not to be considered in construing or interpreting
     this Agreement.

     8.8  Expenses.  Delta  shall  timely  pay  all of the  fees  and  expenses,
     including,  without  limitation,  the  fees and  expenses  of  counsel  and
     accountants  incurred  by itself,  by UMDN and by the  Shareholders  in the
     negotiation,  preparation  and  execution  of  this  Agreement  and  in the
     consummation of the transactions contemplated hereby.


IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the dates set
forth  below,  to be  effective  for all  purposes as of the date first  written
above.



UMDN, Inc., a Delaware corporation  Delta Capital Technologies, Inc., a Delaware
                                    corporation

             /s/   Kent Keith              /s/ Judith Miller
By:___________________________      By:_____________________________
         Kent Keith, President                Judith Miller
Shareholders
-------------------------------


-------------------------------


-------------------------------


-------------------------------

                                       33

<PAGE>


                                    Exhibit A
                      [Outstanding shares of stock of UMDN]


                                    Exhibit B
[UMDN unaudited financial statements as of December 31, 2000 and March 31, 2001]

                                    Exhibit C
                            [Schedule of Disclosures]

                                    Exhibit D
                    [Delta audited financial statements from
                         the 10KSB for the year 2000 and
                       unaudited financial statements from
                          the QSB dated March 31, 2001]























                                       34

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