fs1ex10i_unverhlds.htm


     

    
      Exhibit 10.1

       

      


      STOCK
PURCHASE AGREEMENT AND SHARE EXCHANGE

      


      


      


      by and
among

      


      Universal
Holdings, Inc.

      


      a Nevada
Corporation

      


      and

      


      Universal
Product Marketing, Inc.

      


      


      a Nevada
Corporation

      


      


       

      


      


      


      


      


      


      


      


      


      


      effective
as of September __, 2007

      


      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      


      STOCK PURCHASE AGREEMENT AND SHARE
EXCHANGE

      


      THIS STOCK PURCHASE AGREEMENT AND
SHARE EXCHANGE, made and entered into
this       _____ day of September, 2007, by
and among Universal Holdings, Inc., a Nevada corporation with its principal
place of business located at 502 East John Street, Carson City, Nevada 89706
("UH"); Universal Product Marketing, Inc. a Nevada Corporation with its
principal place of business at 502 East John Street, Carson City, Nevada 89706
("UPM").

       

      Premises

      


      A.           This
Agreement provides for the acquisition of UPM whereby UPM shall become a wholly
owned subsidiary of UH and in connection therewith

      


      B.           The
boards of directors of UPM and UH have determined, subject to the terms and
conditions set forth in this Agreement, that the transaction contemplated hereby
is desirable and in the best interests of their stockholders,
respectively.  This Agreement is being entered into for the purpose of
setting forth the terms and conditions of the proposed acquisition.

       

      Agreement

      


      NOW, THEREFORE, on the stated premises
and for and in consideration of the mutual covenants and agreements hereinafter
set forth and the mutual benefits to the parties to be derived here from, it is
hereby agreed as follows:

      


      ARTICLE
I

      REPRESENTATIONS,
COVENANTS AND WARRANTIES OF

      Universal
Product Marketing, Inc.

      


      As an inducement to and to obtain the
reliance of UH, UPM represents and warrants as follows:

      


      Section 1.1    Organization.   UPM
is a corporation duly organized, validly existing, and in good standing under
the laws of Nevada and has the corporate power and is duly authorized,
qualified, franchised and licensed under all applicable laws, regulations,
ordinances and orders of public authorities to own all of its properties and
assets and to carry on its business in all material respects as it is now being
conducted, including qualification to do business as a foreign corporation in
the jurisdiction in which the character and location of the assets owned by it
or the nature of the business transacted by it requires
qualification.  Included in the Schedules attached hereto (hereinafter
defined) are complete and correct copies of the articles of incorporation,
bylaws and amendments thereto as in effect on the date hereof.  The
execution and delivery of this Agreement does not and the consummation of the
transactions contemplated by this Agreement in accordance with the terms hereof
will not violate any provision of Holding's articles of incorporation or
bylaws.  UPM has full power, authority and legal right and has taken
all action required by law, its articles of incorporation, its bylaws or
otherwise to authorize the execution and delivery of this
Agreement.

      


      Section 1.2    Capitalization.   The
authorized capitalization of UPM consists of 10,000 Common Shares, $0.001 par
value per share.  As of the date hereof, UPM has no common shares
issued and outstanding.

       

       

      
        
           

        

        
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      All issued and outstanding shares are
legally issued, fully paid and nonassessable and are not issued in violation of
the preemptive or other rights of any person.  UPM has no securities,
warrants or options authorized or issued.

      


      Section 1.3    Subsidiaries.    UPM
has no subsidiaries.

      


      Section 1.4    Tax Matters: Books
and Records.

      


      
        	
                 
      

              	
                (a)   The
      books and records, financial and others, of UPM are in all material
      respects complete and correct and have been maintained in accordance with
      good business accounting practices;
and

              


      

      


      
        	
                 
      

              	
                (b)   UPM
      has no liabilities with respect to the payment of any country, federal,
      state, county, or local taxes (including any deficiencies, interest or
      penalties).

              


      

      


      
        	
                 
      

              	
                (c)   UPM
      shall remain responsible for all debts incurred by UPM prior to the date
      of closing.

              


      

      


      Section 1.5    Litigation and
Proceedings.   There are no actions, suits, proceedings or
investigations pending or threatened by or against or affecting UPM or its
properties, at law or in equity, before any court or other governmental agency
or instrumentality, domestic or foreign or before any arbitrator of any kind
that would have a material adverse affect on the business, operations, financial
condition or income of UPM.  UPM is not in default with respect to any
judgment, order, writ, injunction, decree, award, rule or regulation of any
court, arbitrator or governmental agency or instrumentality or of any
circumstances which, after reasonable investigation, would result in the
discovery of such a default.

      


      Section 1.6    Material Contract
Defaults.    UPM is not in default in any material
respect under the terms of any outstanding contract, agreement, lease or other
commitment which is material to the business, operations, properties, assets or
condition of UPM, and there is no event of default in any material respect under
any such contract, agreement, lease or other commitment in respect of which UPM
has not taken adequate steps to prevent such a default from
occurring.

      


                  Section 1.7       
Information.    The information concerning UPM as set
forth in this Agreement and in the attached Schedules is complete and accurate
in all material respects and does not contain any untrue statement of a material
fact or omit to state a material fact required to make the statements made in
light of the circumstances under which they were made, not
misleading.

      


                  Section 1.8       
Title and Related Matters.  UPM has good and marketable title
to and is the sole and exclusive owner of all of its properties, inventory,
interest in properties and assets, real and personal (collectively, the
“Assets”) free and clear of all liens, pledges, charges or
encumbrances.  UPM owns free and clear of any liens, claims,
encumbrances, royalty interests or other restrictions or limitations of any
nature whatsoever and all procedures, techniques, marketing plans, business
plans, methods of management or other information utilized in connection with
UPM business.   No third party has any right to, and UPM has not
received any notice of infringement of or conflict with asserted rights of other
with respect to any product, technology, data, trade secrets, know-how,
proprietary techniques, trademarks, service marks, trade names or copyrights
which, singly on in the aggregate, if the subject of an unfavorable decision
ruling or finding, would have a materially adverse affect on the business,
operations, financial conditions or income of UPM or any material portion of its
properties, assets or rights.

       

       

       

      
        
           

        

        
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                  Section 1.9       
Contracts    On the closing date:

      


      
        	
                 
      

              	
                (a)   There
      are no material contracts, agreements franchises, license agreements, or
      other commitments to which UPM is a party or by which it or any of its
      properties are bound:

              


      

      


      
        	
                 
      

              	
                (b)   UPM
      is not a party to any contract, agreement, commitment or instrument or
      subject to any charter or other corporate restriction or any judgment,
      order, writ, injunction, decree or award materially and adversely affects,
      or in the future may (as far as UPM can now foresee) materially and
      adversely affect, the business, operations, properties, assets or
      conditions of UPM; and

              


      

      


      
        	
                 
      

              	
                (c)   UPM
      is not a party to any material oral or written: (I) contract for the
      employment of any officer or employee; (ii) profit sharing, bonus,
      deferred compensation, stock option, severance pay, pension benefit or
      retirement plan, agreement or arrangement covered by Title IV of the
      Employee Retirement Income Security Act, as amended;
      (iii)  agreement, contract or indenture relating to the
      borrowing of money; (iv) guaranty of any obligation for the borrowing of
      money or otherwise, excluding endorsements made for collection and other
      guaranties, of obligations, which, in the aggregate exceeds $1,000; (v)
      consulting or other contract with an unexpired term of more than one year
      or providing for payments in excess of $10,000 in the aggregate; (vi)
      collective bargaining agreement; (vii) contract, agreement or other
      commitment involving payments by it for more than $10,000 in the
      aggregate.

              


      

      


                   Section  1.10    Compliance With Laws
and Regulations.    To the best of UPM’s knowledge
and belief, UPM has complied with all applicable statutes and regulations of any
federal, state or other governmental entity or agency thereof, except to the
extent that noncompliance would not materially and adversely affect the
business, operations, properties, assets or condition of UPM or would not result
in UPM incurring material liability.

      


                    Section 1.11    Insurance.      All
of the insurable properties of UPM are insured for UPM‘s benefit under valid and
enforceable policy or policies containing substantially equivalent coverage and
will be outstanding and in full force at the Closing Date.

      


                     Section 1.12    Approval of
Agreement.    The directors of UPM have authorized
the execution and delivery of the Agreement by and have approved the
transactions contemplated hereby.

      


                      Section 1.13   Material Transactions or
Affiliations.    There are no material contracts or
agreements of arrangement between UPM and any person, who was at the time of
such contract, agreement or arrangement an officer, director or person owning of
record, or known to beneficially own ten percent (10%) or more of the issued and
outstanding Common Shares of UPM and which is to be performed in whole or in
part after the date hereof.  UPM has no commitment, whether written or
oral, to lend any funds to, borrow any money from or enter into material
transactions with any such affiliated person.

      


      


      Section 1.14   No Conflict With Other
Instruments.   The execution of this Agreement and the
consummation of the transactions contemplated by this Agreement will not result
in the breach of any term or provision of, or constitute an event of default
under, any material indenture, mortgage, deed of trust or other material
contract, agreement or instrument to which UPM is a party or to which any of its
properties or operations are subject.

       

       

      
        
           

        

        
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      Section 1.15   Governmental
Authorizations.       UPM has all
licenses, franchises, permits or other governmental authorizations legally
required to enable it to conduct its business in all material respects as
conducted on the date hereof.  Except for compliance with federal and
state securities and corporation laws, as hereinafter provided, no
authorization, approval, consent or order of, or registration, declaration or
filing with, any court or other governmental body is required in connection with
the execution and delivery by UPM of this Agreement and the consummation of the
transactions contemplated hereby.

      


      ARTICLE
II

      REPRESENTATIONS,
COVENANTS AND WARRANTIES OF

      Universal
Holdings, Inc.

      


      As an inducement to, and to obtain the
reliance of UPM, UH represents and warrants as follows:

      


      Section 2.1    Organization.  UH is
a corporation duly organized, validly existing and in good standing under the
laws of Nevada and has the corporate power and is duly authorized, qualified,
franchised and licensed under all applicable laws, regulations, ordinances and
orders of public authorities to own all of its properties and assets and to
carry on its business in all material respects as it is now being conducted,
including qualification to do business as a foreign entity in the country or
states in which the character and location of the assets owned by it or the
nature of the business transacted by it requires
qualification.  Included in the Attached Schedules (as hereinafter
defined) are complete and correct copies of the articles of incorporation,
bylaws and amendments thereto as in effect on the date hereof.  The
execution and delivery of this Agreement does not and the consummation of the
transactions contemplated by this Agreement in accordance with the terms hereof
will not, violate any provision of UH's certificate of incorporation or
bylaws.  UH has full power, authority and legal right and has taken
all action required by law, its articles of incorporation, bylaws or otherwise
to authorize the execution and delivery of this Agreement.

      


      Section 2.2    Capitalization.   The
authorized capitalization of UH consists of 100,000,000 Common Shares, $0.0001
par value per share and 10,000,000 Preferred Shares, par value
$0.0001.  As of the date of the merger agreement 1,000,000 common
shares were outstanding.

      


      All issued and outstanding common
shares have been legally issued, fully paid, are nonassessable and not issued in
violation of the preemptive rights of any other person.  UH has no
other securities, warrants or options authorized or issued.

      


      Section 2.3    Subsidiaries.   UH
has no subsidiaries.

      


      Section 2.4    Tax Matters; Books
& Records

      


      
        	
                 
      

              	
                (a)

              	
                The
      books and records, financial and others, of UH are in all material
      respects complete and correct and have been maintained in accordance with
      good business accounting practices;
and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                UH
      has no liabilities with respect to the payment of any country, federal,
      state, county, local or other taxes (including any deficiencies, interest
      or penalties).

              


      

       

       

      
        
           

        

        
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                  (c)

                	
                  UH
      shall remain responsible for all debts incurred prior to the
      closing.

                


        

         

      

      Section 2.5    Information.   The
information concerning UH as set forth in this Agreement and in the attached
Schedules is complete and accurate in all material respects and does not contain
any untrue statement of a material fact or omit to state a material fact
required to make the statements made, in light of the circumstances under which
they were made, not misleading.

      


      Section 2.6    Title and Related
Matters.   UH has good and marketable title to and is the
sole and exclusive owner of all of its properties, inventory, interests in
properties and assets, real and personal (collectively, the "Assets") free and
clear of all liens, pledges, charges or encumbrances.  Except as set
forth in the Schedules attached hereto, UH owns free and clear of any liens,
claims, encumbrances, royalty interests or other restrictions or limitations of
any nature whatsoever and all procedures, techniques, marketing plans, business
plans, methods of management or other information utilized in connection with
UH's business.  Except as set forth in the attached Schedules, no
third party has any right to, and UH has not received any notice of infringement
of or conflict with asserted rights of others with respect to any product,
technology, data, trade secrets, know-how, proprietary techniques, trademarks,
service marks, trade names or copyrights which, singly or in the aggregate, if
the subject of an unfavorable decision, ruling or finding, would have a
materially adverse affect on the business, operations, financial conditions or
income of UH or any material portion of its properties, assets or
rights.

      


      Section 2.7    Litigation and
Proceedings. There are no actions, suits or proceedings pending or
threatened by or against or affecting UH, at law or in equity, before any court
or other governmental agency or instrumentality, domestic or foreign or before
any arbitrator of any kind that would have a material adverse effect on the
business, operations, financial condition, income or business prospects of
UH.  UH does not have any knowledge of any default on its part with
respect to any judgment, order, writ, injunction, decree, award, rule or
regulation of any court, arbitrator or governmental agency or
instrumentality.

      


      Section 2.8    Contracts.  On the
Closing Date:

      


      (a)                There
are no material contracts, agreements, franchises, license agreements, or other
commitments to which UH is a party or by which it or any of its properties are
bound;

      


      (b)                UH
is not a party to any contract, agreement, commitment or instrument or subject
to any charter or other corporate restriction or any judgment, order, writ,
injunction, decree or award which materially and adversely affects, or in the
future may (as far as UH can now foresee) materially and adversely affect, the
business, operations, properties, assets or conditions of UH; and

      


      (c)        UH is not a party to
any material oral or written:  (i) contract for the employment of any
officer or employee;  (ii) profit sharing, bonus, deferred
compensation, stock option, severance pay, pension, benefit or retirement plan,
agreement or arrangement covered by Title IV of the Employee Retirement Income
Security Act, as amended; (iii) agreement, contract or indenture relating to the
borrowing of money;  (iv) guaranty of any obligation for the borrowing
of money or otherwise, excluding endorsements made for collection and other
guaranties of obligations, which, in the aggregate exceeds
$1,000;  (v)  consulting or other contract with an unexpired
term of more than one year or providing for payments in excess of $10,000 in the
aggregate;  (vi)  collective bargaining agreement;
(vii)   contract, agreement, or other commitment involving
payments by it for more than $10,000 in the aggregate.

       

       

      
        
           

        

        
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      Section 2.9    No Conflict With Other
Instruments.  The execution of this Agreement and the
consummation of the transactions contemplated by this Agreement will not result
in the breach of any term or provision of, or constitute an event of default
under, any material indenture, mortgage, deed of trust or other material
contract, agreement or instrument to which UH is a party or to which any of its
properties or operations are subject.

      


      Section 2.10   Material Contract
Defaults.    To the best of UH's knowledge and
belief, it is not in default in any material respect under the terms of any
outstanding contract, agreement, lease or other commitment which is material to
the business, operations, properties, assets or condition of UH, and there is no
event of default in any material respect under any such contract, agreement,
lease or other commitment in respect of which UH has not taken adequate steps to
prevent such a default from occurring.

      


      Section 2.11   Governmental
Authorizations.   To the best of UH’s knowledge, UH has
all licenses, franchises, permits and other governmental authorizations that are
legally required to enable it to conduct its business operations in all material
respects as conducted on the date hereof.  Except for compliance with
federal and state securities or corporation laws, no authorization, approval,
consent or order of, or registration, declaration or filing with, any court or
other governmental body is required in connection with the execution and
delivery by UH of the transactions contemplated hereby.

      


      Section 2.12   Compliance With Laws and
Regulations.    To the best of UH's knowledge and
belief, UH has complied with all applicable statutes and regulations of any
federal, state or other governmental entity or agency thereof, except to the
extent that noncompliance would not materially and adversely affect the
business, operations, properties, assets or condition of UH or would not result
in UH's incurring any material liability.

      


      Section 2.13   Insurance.  All of
the insurable properties of UH are insured for UH‘s benefit under valid and
enforceable policy or policies containing substantially equivalent coverage and
will be outstanding and in full force at the Closing Date.

      


      Section 2.14   Approval of
Agreement. The directors of UH have authorized the execution and
delivery of the Agreement and have approved the transactions contemplated
hereby.

      


      Section 2.15   Material Transactions or
Affiliations.     As of the Closing Date, there
will exist no material contract, agreement or arrangement between UH and any
person who was at the time of such contract, agreement or arrangement an
officer, director or person owning of record, or known by UH to own
beneficially, ten percent (10%) or more of the issued and outstanding Common
Shares of UH and which is to be performed in whole or in part after the date
hereof except with regard to an agreement with the UH shareholders providing for
the distribution of cash to provide for payment of federal and state taxes on
Subchapter S income.  UH has no commitment, whether written or oral,
to lend any funds to, borrow any money from or enter into any other material
transactions with, any such affiliated person.

       

       

      
 

      
        
           

        

        
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      ARTICLE
III

      EXCHANGE PROCEDURE AND OTHER
CONSIDERATION

      


      Section 3.1    Share Exchange/Delivery of UH
Securities.    On the Closing Date, the holders of
all of the UH Common Shares shall deliver to UPM (i) certificates or other
documents evidencing all of the issued and outstanding UH Common Shares, duly
endorsed in blank or with executed power attached thereto in transferable
form.  On the Closing Date, all previously issued and outstanding
Common Shares of UH shall be transferred to UPM, so that UH shall become a
wholly owned subsidiary of UPM.

      


      Section 3.2   Issuance of UH Common
Shares.  In exchange for UPM acquiring all of the UH Common
Shares tendered pursuant to Section 3.1, UH shall issue to UPM another 4,000,000
shares of UH common stock in the following manner.  Such shares are restricted in
accordance with Rule 144 of the 1933 Securities Act.

      


      Lanny M. Roof – 2,000,000
shares

      


      Judith B. Lee    -
2,000,000 shares

      


      Section 3.3    Events Prior to
Closing.  Upon execution hereof or as soon thereafter as
practical, management of UPM and UH shall execute, acknowledge and deliver (or
shall cause to be executed, acknowledged and delivered) any and all
certificates, opinions, financial statements, schedules, agreements, resolutions
rulings or other instruments required by this Agreement to be so delivered,
together with such other items as may be reasonably requested by the parties
hereto and their respective legal counsel in order to effectuate or evidence the
transactions contemplated hereby, subject only to the conditions to Closing
referenced herein below.  In addition, prior to Closing, UH shall
provide UPM with updated audited financial statements to be filed with UPM’s
Form 8-K filing with the SEC within three (3) days of Closing.

      


      Section 3.4    Closing.  The
closing ("Closing") of the transactions contemplated by this Agreement shall be
September ___,
2007.

      


      Section 3.5    Termination.

      


      
        	
                 
      

              	
                (a)  This
      Agreement may be terminated by the board of directors or majority interest
      of Shareholders of either UPM or UH, respectively, at any time prior to
      the Closing Date if:

              


      

      


      
        	
                 
      

              	
                (i)    there
      shall be any action or proceeding before any court or any governmental
      body which shall seek to restrain, prohibit or invalidate the transactions
      contemplated by this Agreement and which, in the judgment of such board of
      directors, made in good faith and based on the advice of its legal
      counsel, makes it inadvisable to proceed with the exchange contemplated by
      this Agreement; or

              


      

      


      
        	
                 
      

              	
                (ii)   any
      of the transactions contemplated hereby are disapproved by any regulatory
      authority whose approval is required to consummate such
      transactions.

              


      

      


      In the event of termination pursuant to
this paragraph (a) of this Section 3.5, no obligation, right, or liability shall
arise hereunder and each party shall bear all of the expenses incurred by it in
connection with the negotiation, drafting and execution of this Agreement and
the transactions herein contemplated.

       

       

      
        
           

        

        
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                (b)   This
      Agreement may be terminated at any time prior to the Closing Date by
      action of the board of directors of UPM if UH shall fail to comply in any
      material respect with any of its covenants or agreements contained in this
      Agreement or if any of the representations or warranties of UH contained
      herein shall be inaccurate in any material respect, which noncompliance or
      inaccuracy is not cured after 20 days written notice thereof is given to
      UH.  If this Agreement is terminated pursuant to this paragraph
      (b) of this Section 3.5, this Agreement shall be of no further force or
      effect and no obligation, right or liability shall arise
      hereunder.

              


      

      


      
        	
                 
      

              	
                (c)  This
      Agreement may be terminated at any time prior to the Closing Date by
      action of the board of directors of UH if UPM shall fail to comply in any
      material respect with any of its covenants or agreements contained in this
      Agreement or if any of the representations or warranties of UPM contained
      herein shall be inaccurate in any material respect, which noncompliance or
      inaccuracy is not cured after 20 days written notice thereof is given to
      UPM.  If this Agreement is terminated pursuant to this paragraph
      (d) of this Section 3.5, this Agreement shall be of no further force or
      effect and no obligation, right or liability shall arise
      hereunder.

              


      

      


      In the event of termination pursuant to
paragraph (b) and (c) of this Section 3.5, the breaching party shall bear all of
the expenses incurred by the other party in connection with the negotiation,
drafting and execution of this Agreement and the transactions herein
contemplated.

      


      Section 3.6    Directors of UPM After
Acquisition.  After the Closing Date, Lanny M. Roof and Judith
B. Lee shall remain the only members of the Board of Directors of
UPM.  Each director shall hold office until his successor shall have
been duly elected and shall have qualified or until his earlier death,
resignation or removal.

      


      Section 3.7    Officers of UPM.
  Upon the closing, the following persons shall remain the
officers of UPM:

       

      

        
          	
                  NAME                      

                	
                  OFFICE

                
	 
      	 
      
	
                  Lanny
      M. Roof

                	
                  Chief
      Executive Officer, President

                
	 
      	 
      
	
                  Judith
      B. Lee

                	
                  Chief
      Financial Officer, Secretary

                


        

      

      
 

      ARTICLE
IV

      SPECIAL
COVENANTS

      


      Section 4.1    Access to Properties and
Records.     Prior to closing, UPM and UH will
each afford to the officers and authorized representatives of the other full
access to the properties, books and records of each other, in order that each
may have full opportunity to make such reasonable investigation as it shall
desire to make of the affairs of the other and each will furnish the other with
such additional financial and operating data and other information as to the
business and properties of each other, as the other shall from time to time
reasonably request.

       

       

       

      
        
           

        

        
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      Section 4.2    Availability of Rule
144.  UPM and UH shareholders holding "restricted securities, "
as that term is defined in Rule 144 promulgated pursuant to the Securities Act
will remain as “restricted securities”.  UPM is under no obligation to
register such shares under the Securities Act, or otherwise. The stockholders of
UPM and UH holding restricted securities of UPM and UH as of the date of this
Agreement and their respective heirs, administrators, personal representatives,
successors and assigns, are intended third party beneficiaries of the provisions
set forth herein.  The covenants set forth in this Section 4.2 shall
survive the Closing and the consummation of the transactions herein
contemplated.

      


      Section 4.3    Special Covenants and Representations
Regarding the UPM Common Shares to be Issued in the
Exchange.  The consummation of this Agreement, including the
issuance of the UPM Common Shares to the Shareholders of UH as contemplated
hereby, constitutes the offer and sale of securities under the Securities Act,
and applicable state statutes.  Such transaction shall be consummated
in reliance on exemptions from the registration and prospectus delivery
requirements of such statutes which depend, inter alia, upon the circumstances
under which the UH Shareholders acquire such securities.

      


      Section 4.4    Third Party
Consents.   UPM and UH agree to cooperate with each other
in order to obtain any required third party consents to this Agreement and the
transactions herein contemplated.

      


      Section 4.5    Actions Prior and Subsequent to
Closing.

      


      (a)           From
and after the date of this Agreement until the Closing Date, except as permitted
or contemplated by this Agreement, UPM and UH will each use its best efforts
to:

      


      (i)   maintain
and keep its properties in states of good repair and condition as at present,
except for depreciation due to ordinary wear and tear and damage due to
casualty;

      (ii) 
maintain in full force and effect insurance comparable in amount and in scope of
coverage to that now maintained by it;

      (iii)
perform in all material respects all of its obligations under material
contracts, leases and instruments relating to or affecting its assets,
properties and business;

      


      (b)           From
and after the date of this Agreement until the Closing Date, UPM will not,
without the prior consent of UH:

       

      (i) except as otherwise specifically
set forth herein, make any change in its articles of incorporation or
bylaws;

      (ii) declare or pay any dividend on
its outstanding Common Shares, except as may otherwise be required by law, or
effect any stock split or otherwise change its capitalization, except as
provided herein;

      (iii) enter into or amend any
employment, severance or agreements or arrangements with any directors or
officers;

      (iv) grant, confer or award any
options, warrants, conversion rights or other rights not existing on the date
hereof to acquire any Common Shares; or

      (v) purchase or redeem any Common
Shares.

       

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      
 

             Section 4.6    Indemnification.

      


      
        	
                 
      

              	
                (a)  UPM
      hereby agrees to indemnify UH, each of the officers, agents and directors
      and current shareholders of UH as of the Closing Date against any loss,
      liability, claim, damage or expense (including, but not limited to, any
      and all expense whatsoever reasonably incurred in investigating, preparing
      or defending against any litigation, commenced or threatened or any claim
      whatsoever), to which it or they may become subject to or rising out of or
      based on any inaccuracy appearing in or misrepresentation made in this
      Agreement.  The indemnification provided for in this paragraph
      shall survive the Closing and consummation of the transactions
      contemplated hereby and termination of this Agreement;
  and

              


      

      


      
        	
                 
      

              	
                (b)  UH
      hereby agrees to indemnify UPM, each of the officers, agents, directors
      and current shareholders of UPM as of the Closing Date against any loss,
      liability, claim, damage or expense (including, but not limited to, any
      and all expense whatsoever reasonably incurred in investigating, preparing
      or defending against any litigation, commenced or threatened or any claim
      whatsoever), to which it or they may become subject arising out of or
      based on any inaccuracy appearing in or misrepresentation made in this
      Agreement. The indemnification provided for in this paragraph shall
      survive the Closing and consummation of the transactions contemplated
      hereby and termination of this
Agreement.

              


      

      


      ARTICLE
V

      CONDITIONS PRECEDENT TO OBLIGATIONS
OF UPM

      


      The obligations of UPM under this
Agreement are subject to the satisfaction, at or before the Closing Date, of the
following conditions:

      


      Section 5.1    Accuracy of
Representations.  The representations and warranties made by
UPM in this Agreement were true when made and shall be true at the Closing Date
with the same force and effect as if such representations and warranties were
made at the Closing Date (except for changes therein permitted by this
Agreement), and UPM shall have performed or compiled with all covenants and
conditions required by this Agreement to be performed or complied with by UPM
prior to or at the Closing.  UH shall be furnished with a certificate,
signed by a duly authorized officer of UPM and dated the Closing Date, to the
foregoing effect.

      


      Section 5.2    Director
Approval.   The Board of Directors of UPM shall have
approved this Agreement and the transactions contemplated herein.

      


      Section 5.3    Officer's
Certificate.  UH shall have been furnished with a certificate
dated the Closing Date and signed by a duly authorized officer of UPM to the
effect that:  (a)  the representations and warranties of UPM
set forth in the Agreement and in all Exhibits, Schedules and other documents
furnished in connection herewith are in all material respects true and correct
as if made on the Effective Date;  (b)  UPM has performed
all covenants, satisfied all conditions, and complied with all other terms and
provisions of this Agreement to be performed, satisfied or complied with by it
as of the Effective Date;  (c)  since such date and other
than as previously disclosed to UH, UPM has not entered into any material
transaction other than transactions which are usual and  in the
ordinary course if its business; and  (d) no litigation, proceeding,
investigation or inquiry is pending or, to the best knowledge of UPM,
threatened, which might result in an action to enjoin or prevent the
consummation of the transactions contemplated by this Agreement or, to the
extent not disclosed in the UPM Schedules, by or against UPM which might result
in any material adverse change in any of the assets, properties, business or
operations of UPM.

       

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      
 

      Section 5.4    No Material Adverse
Change.     Prior to the Closing Date, there
shall not have occurred any material adverse change in the financial condition,
business or operations of nor shall any event have occurred which, with the
lapse of time or the giving of notice, may cause or create any material adverse
change in the financial condition, business or operations of UPM.

      


      Section 5.5    Other
Items.   UH shall have received such further documents,
certificates or instruments relating to the transactions contemplated hereby as
UH may reasonably request.

      


      ARTICLE
VI

      CONDITIONS
PRECEDENT TO OBLIGATIONS OF UH

      


      The obligations of UH under this
Agreement are subject to the satisfaction, at or before the Closing date (unless
otherwise indicated herein), of the following conditions:

      


      Section 6.1    Accuracy of
Representations.    The representations and
warranties made by UH in this Agreement were true when made and shall be true as
of the Closing Date (except for changes therein permitted by this Agreement)
with the same force and effect as if such representations and warranties were
made at and as of the Closing Date, and UH shall have performed and complied
with all covenants and conditions required by this Agreement to be performed or
complied with by UH prior to or at the Closing.  UPM shall have been
furnished with a certificate, signed by a duly authorized executive officer of
UH and dated the Closing Date, to the foregoing effect.

      


      Section 6.2    Director
Approval.   The Board of Directors of UH shall have
approved this Agreement and the transactions contemplated herein.

      


      Section 6.3    Officer's
Certificate.       UPM shall be
furnished with a certificate dated the Closing date and signed by a duly
authorized officer of UH to the effect that:  (a) the representations
and warranties of UH set forth in the Agreement and in all Exhibits, Schedules
and other documents furnished in connection herewith are in all material
respects true and correct as if made on the Effective Date; and (b) UH had
performed all covenants, satisfied all conditions, and complied with all other
terms and provisions of the Agreement to be performed, satisfied or complied
with by it as of the Effective Date.

      


      Section 6.4    No Material Adverse
Change.   Prior to the Closing Date, there shall not have
occurred any material adverse change in the financial condition, business or
operations of nor shall any event have occurred which, with the lapse of time or
the giving of notice, may cause or create any material adverse change in the
financial condition, business or operations of UH.

      


      ARTICLE
VII

      MISCELLANEOUS

      


      Section 7.1    Brokers and
Finders.    Each party hereto hereby represents and
warrants that it is under no obligation, express or implied, to pay certain
finders in connection with the bringing of the parties together in the
negotiation, execution, or consummation of this Agreement. The parties each
agree to indemnify the other against any claim by any third person for any
commission, brokerage or finder's fee or other payment with respect to this
Agreement or the transactions contemplated hereby based on any alleged agreement
or understanding between the indemnifying party and such third person, whether
express or implied from the actions of the indemnifying party.

       

       

       

      
        
           

        

        
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      Section 7.2    Law, Forum and
Jurisdiction. This Agreement shall be construed and interpreted in
accordance with the laws of the State of New Jersey, United States of
America.

      


      Section 7.3    Notices.  Any
notices or other communications required or permitted hereunder shall be
sufficiently given if personally delivered to it or sent by registered mail or
certified mail, postage prepaid, or by prepaid telegram addressed as
follows:

       

      
        
          	
                  If
      to UPM:

                	
                  502
      East John Street,

                
	 
      	
                  Carson
      City, Nevada 89706

                
	 
      	 
      
	
                  If
      to UH:

                	
                  502
      East John Street,

                
	 
      	
                  Carson
      City, Nevada 89706

                


        

      

       

      


      or such
other addresses as shall be furnished in writing by any party in the manner for
giving notices hereunder, and any such notice or communication shall be deemed
to have been given as of  the date so delivered, mailed or
telegraphed.

      


      Section 7.4    Attorneys'
Fees.   In the event that any party institutes any action
or suit to enforce this Agreement or to secure relief from any default hereunder
or breach hereof, the breaching party or parties shall reimburse the
non-breaching party or parties for all costs, including reasonable attorneys'
fees, incurred in connection therewith and in enforcing or collecting any
judgment rendered therein.

      


      Section 7.5    Confidentiality.     Each
party hereto agrees with the other party that, unless and until the transactions
contemplated by this Agreement have been consummated, they and their
representatives will hold in strict confidence all data and information obtained
with respect to another party or any subsidiary thereof from any representative,
officer, director or employee, or from any books or records or from personal
inspection, of such other party, and shall not use such data or information or
disclose the same to others, except:  (i)  to the extent
such data is a matter of public knowledge or is required by law to be published;
and (ii)  to the extent that such data or information must be used or
disclosed in order to consummate the transactions contemplated by this
Agreement.

      


      Section 7.6    Schedules;
Knowledge.    Each party is presumed to have full
knowledge of all information set forth in the other party's schedules delivered
pursuant to this Agreement.

      


      Section 7.7    Third Party
Beneficiaries.    This contract is solely between UPM
and UH and except as specifically provided, no director, officer, stockholder,
employee, agent, independent contractor or any other person or entity shall be
deemed to be a third party beneficiary of this Agreement.

      


      Section 7.8    Entire
Agreement.   This Agreement represents the entire
agreement between the parties relating to the subject matter
hereof.  This Agreement alone fully and completely expresses the
agreement of the parties relating to the subject matter hereof.  There
are no other courses of dealing, understanding, agreements, representations or
warranties, written or oral, except as set forth herein.  This
Agreement may not be amended or modified, except by a written agreement signed
by all parties hereto.

       

       

       

      
        
           

        

        
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      Section 7.9     Survival;
Termination.  The representations, warranties and covenants of
the respective parties shall survive the Closing Date and the consummation of
the transactions herein contemplated for 18 months.

      


      Section 7.10   Counterparts.   This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall be but a single
instrument.

      


      Section 7.11   Amendment or
Waiver.    Every right and remedy provided herein
shall be cumulative with every other right and remedy, whether conferred herein,
at law, or in equity, and may be enforced concurrently herewith, and no waiver
by any party of the performance of any obligation by the other shall be
construed as a waiver of the same or any other default then, theretofore, or
thereafter occurring or existing.  At any time prior to the Closing
Date, this Agreement may be amended by a writing signed by all parties hereto,
with respect to any of the terms contained herein, and any term or condition of
this Agreement may be waived or the time for performance hereof may be extended
by a writing signed by the party or parties for whose benefit the provision is
intended.

      


      Section 7.12   Expenses.    Each
party herein shall bear all of their respective cost s and expenses incurred in
connection with the negotiation of this Agreement and in the consummation of the
transactions provided for herein and the preparation thereof.

      


      Section 7.13   Headings;
Context.    The headings of the sections and
paragraphs contained in this Agreement are for convenience of reference only and
do not form a part hereof and in no way modify, interpret or construe the
meaning of this Agreement.

      


      Section 7.14   Benefit.    This
Agreement shall be binding upon and shall inure only to the benefit of the
parties hereto, and their permitted assigns hereunder.  This Agreement
shall not be assigned by any party without the prior written consent of the
other party.

      


      Section 7.15    Public
Announcements.    Except as may be required by law,
neither party shall make any public announcement or filing with respect to the
transactions provided for herein without the prior consent of the other party
hereto.

      


      Section 7.16   Severability.    In
the event that any particular provision or provisions of this Agreement or the
other agreements contained herein shall for any reason hereafter be determined
to be unenforceable, or in violation of any law, governmental order or
regulation, such unenforceability or violation shall not affect the remaining
provisions of such agreements, which shall continue in full force and effect and
be binding upon the respective parties hereto.

      


      Section 7.17   Failure of Conditions;
Termination.    In the event of any of the conditions
specified in this Agreement shall not be fulfilled on or before the Closing
Date, either of the parties have the right either to proceed or, upon prompt
written notice to the other, to terminate and rescind this
Agreement.  In such event, the party that has failed to fulfill the
conditions specified in this Agreement will liable for the other parties legal
fees.  The election to proceed shall not affect the right of such
electing party reasonably to require the other party to continue to use its
efforts to fulfill the unmet conditions.

       

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

       

      
 

      Section 7.18   No Strict
Construction.   The language of this Agreement shall be
construed as a whole, according to its fair meaning and intendment, and not
strictly for or against either party hereto, regardless of who drafted or was
principally responsible for drafting the Agreement or terms or conditions
hereof.

      


      Section 7.19   Execution Knowing and
Voluntary.      In executing this
Agreement, the parties severally acknowledge and represent that
each:  (a) has fully and carefully read and considered this
Agreement;  (b) has been or has had the opportunity to be fully
apprized by its attorneys of the legal effect and meaning of this document and
all terms and conditions hereof;  (c) is executing this Agreement
voluntarily, free from any influence, coercion or duress of any
kind.

      


      Section 7.20   Amendment.   At
any time after the Closing Date, this Agreement may be amended by a writing
signed by both parties, with respect to any of the terms contained herein, and
any term or condition of this Agreement may be waived or the time for
performance hereof may be extended by a writing signed by the party or parties
for whose benefit the provision is intended.

      


      Section 7.21   Conflict of
Interest.   Both UH and UPM understand that Anslow &
Jaclin, LLP is representing both parties in this transaction which represents a
conflict of interest.  Both UH and UPM have the right to different
counsel due to this conflict of interest.  Notwithstanding the above,
both UH and UPM agree to waive this conflict and have Anslow & Jaclin, LLP
represent both parties in the above-referenced transaction.  Both UH
and UPM agree to hold this law firm harmless from any and all liabilities that
may occur or arise due to this conflict.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      


      IN WITNESS WHEREOF, the
corporate parties hereto have caused this Agreement to be executed by their
respective officers, hereunto duly authorized, and entered into as of the date
first above written.

      


      

        
          	
                  ATTEST:

                	
                  Universal
      Holdings, Inc.

                
	 
      	 
      
	
                  ______________________________

                	
                  By:_______________________

                
	 
      	
                  Lanny
      M. Roof

                
	 
      	
                  President

                
	 
      	 
      
	
                  ATTEST:

                	
                  Universal
      Product Marketing, INC.

                
	 
      	 
      
	
                  ______________________________

                	
                  By:_______________________

                
	 
      	
                  Lanny
      M. Roof

                
	 
      	
                  President

                


        

      

    

     

     

     

    15