Exhibit 10.1

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

                                   WITNESSETH:

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

1.       Employment.  The Company  hereby  employs KCP, and KCP hereby agrees to
enter into the  agreement  with the Company,  as  President  and Chairman of the
Board of Directors of the Company.
2.       No Breach of  Obligations.  KCP  represents and warrants to the Company
that he has the requisite  skills and experience,  and has proven his values and
abilities to the Company, and is ready, willing and able to perform those duties
attendant  to the  position  for which he is hired and that his entry  into this
Agreement  with the Company does not  constitute a breach of any agreement  with
any other person, firm or corporation,  nor does any prior agreement between KCP
and any person, firm or corporation contain any restriction or impediment to the
ability of KCP to perform  those duties for which he was hired,  or which may be
assigned to, or reasonably expected of him.

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3.       Services.  During the full term of this Agreement, KCP shall perform to
the best of his abilities the following  services and duties, in such manner and
at such times as the Company may direct,  the following being included by way of
example and not by way of limitations:

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

4.       Exclusivity.  KCP agrees that during the term of this Agreement he will
impart  and  devote the  necessary  time,  energy,  skill and  attention  to the
performance of his duties hereunder.
5.       Place of  Performance.  KCP agrees to perform his duties  hereunder and
agrees to the extent that it has been determined necessary and advisable, in the
discretion of the Chairman, to travel to any place in the United States, or to a
foreign  country,  where his presence is or may  reasonably  be required for the
performance of his duties hereunder.
6.       Compensation.  The Company  hereby  agrees to  compensate  KCP, and KCP
hereby accepts for the  performance  of the services of President,  as indicated
below:

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

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

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

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

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

9.       Competition.  a)  During  the  term of  this  Agreement,  or  upon  the
         termination of his employment, whichever event shall occur earlier, and
         for a period of twelve (12) consecutive  months  thereafter,  KCP shall
         not, without the prior written consent of the Company engage, either as
         a Consultant, Agent, Proprietor, Officer, Director, Partner or majority
         stockholder in the business directly related to that of the Company.

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         b) KCP further covenants that during the stated term of this agreement,
and for the twelve (12) month period thereafter,  whichever shall occur earlier,
he will not  solicit  any  clients  or  customers  known by him to be clients or
customers of the Company for competitive  business.  The foregoing  restrictions
shall not apply to a  termination  of KCP's  employment  by the Company  without
Cause,  or a  termination  of the  employment  by KCP because of a breach of the
Agreement by the Company.  10. Term and  Termination.  This  Agreement  shall be
deemed to be effective as of the date indicated above and shall continue in full
force and effect until the last day of September, 2002, unless sooner terminated
as hereunder set forth.

                  a)       Termination by the Company for Cause.

                           1)       The Company may terminate  KCP's  employment
                                    for Cause. Upon such termination the Company
                                    shall  have no further  obligations  to KCP,
                                    except for  compensation,  or other benefits
                                    due, but not yet paid.
                           2)       "Cause"  shall mean:  (i) KCP's  willful and
                                    continued  failure  substantially to perform
                                    his duties with the Company (other than as a
                                    result of KCP's incapacity due to illness or
                                    injury),  if KCP is not then  acting  in the
                                    best interests of the Company, as determined
                                    by the  Board of  Directors,  or (ii)  KCP's
                                    wilful  engagement  in  misconduct  which is
                                    materially   injurious   to   the   Company,
                                    monetary or otherwise.

11.      Notice of Termination.  Any purported  termination of KCP's  employment
shall be communicated  by written "Notice of Termination"  from one party to the
other party hereto. For the purposes of this Agreement a "Notice of Termination"
shall mean a notice which shall indicate the specific  termination  provision in
this  Agreement  relied upon and shall set forth in reasonable  detail the facts
and  circumstances   claimed  to  provide  a  basis  for  termination  of  KCP's
employment,  under the provision so indicated.  No purported  termination by the
Company of KCP's employment shall be effective if it is not effected pursuant to
a "Notice of Termination" satisfying the requirements of this Paragraph.

12.      Date of Termination. "Date of Termination" shall mean the date on which
a "Notice of Termination" is given.
13.      Laws of the State of New York. This Agreement is being delivered in the
State of New York and shall be  construed  and enforced in  accordance  with the
Laws of the State of New York, irrespective of the state of Incorporation of the
Company and the place or domicile of KCP.

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14.      Remedies on Breach.  Any remedies on breach of this Agreement are to be
determined exclusively through arbitration as discussed in the Agreement.
15.      Prohibition  Against  Assignment.  Except  as  herein  above  otherwise
expressly  provided,  KCP agrees on behalf of himself and of his  executors  and
administrators,  heirs, legates,  distributees, and any other person, or persons
claiming  benefits  under  him by  virtue  of this  Agreement  and  the  rights,
interests and benefits hereunder, shall not be assigned, transferred, pledged or
hypothecated in any way by KCP or any executor,  administrator,  heir,  legatee,
distrubutee  or other persons  claiming under KCP by virtue of the Agreement and
shall not be subject to execution,  attachment or similar process. Any attempted
assignment,  transfer,  pledge or hypothecation,  or other  dispositions of this
Agreement  of such rights,  interests  and  benefits  contrary to the  foregoing
provisions,  or the levy of any attachment or similar process thereupon shall be
null and void and without effect.
         This  Agreement  has  been  approved  by the  Board  of  Directors,  as
indicated by their  respective  signatures.  This Agreement has been approved by
KCP, as  indicated  by his  signature.
         In Witness Whereof,  the parties have executed this Agreement as of the
29th Day of October, 2001


Universal Media Holdings, Inc..
/s/ Kenneth C. Parsteck
-----------------------
Kenneth C. Parsteck

                                                             /s/ Lance Lang
                                                             ----------------
                                                             Lance Lang,
                                                             Directors


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