AGREEMENT  AND  BILL  OF  SALE
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     THIS  AGREEMENT  is made and entered into as of this ___ day of June, 2002,
by  and  between  The  Potato Sack, Inc., a Pennsylvania corporation, and Vector
Holdings  Corporation,  a  Nevada  corporation.

     W  I  T  N  E  S  S  E  T  H  :

     WHEREAS,  Buyer  desires  to  purchase,  and Seller desires to sell certain
tangible  and  intangible  personal  property identified herein, pursuant to the
terms  and  conditions  set  forth  herein;
WHEREAS, Seller is the lessee under a certain lease agreement with Aventura Mall
Venture  for  the property commonly known as Room No. 1413, Aventura Mall, 19575
Biscayne  Blvd.,  Aventura,  Florida  33180  (the  APremises@);
WHEREAS,  Buyer  is  going  to  execute  its  own  lease for the same space with
Aventura  Mall  Venture;
NOW, THEREFORE, in consideration of premises and covenants contained herein, the
parties  hereto,  intending to be legally bound, do hereby mutually covenant and
agree  as  follows:

1.     PURCHASE  OF  ASSETS.  Seller hereby sells and transfers to Buyer for the
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price  of  $47,500.00  the  following described tangible and intangible personal
property:  all contents, including inventory, products and equipment located and
situate  on  the  Premises,  all other personal property identified in composite
Exhibit  AA@  attached  hereto,  all accounts receivables, phone numbers, client
lists,  vendor  lists,  logos  and the name AThe Potato Sack@ (collectively, the
AAssets@).
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                               AGREEMENT AND BILL OF SALE
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2.     SELLER'S  WARRANTIES AND REPRESENTATIONS.  Seller warrants and represents
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that  it  has  good title to all of the personal property described in & 1, full
authority  to  sell  and  transfer  same  and that said goods and chattels.  The
Assets  are  being  sold  and  transferred  Aas  is@  and  Awhere is@ and Seller
disclaims  any implied warranty of condition, merchantability or fitness for any
particular  purpose.

3.     SELLER'S INDEMNIFICATION.  Seller, and Stuart Kessler and Buzz Pasquini,
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individually, agree to indemnify Buyer, its successors and assigns, defend each
of them against and hold each of them harmless from any and all actions,
damages, lawsuits, liabilities, expenses, attorneys= fees and litigation
expenses paid, incurred and/or suffered by any of them which arise out of,
result from or are in any way connected with:
a.     Any  and  all  liabilities  and  obligations  of Seller, whether accrued,
absolute,  contingent  or  otherwise  and whether known or unknown, due or which
become  due  prior  to,  on  or after the date of this Agreement, except for the
obligations  specifically  assumed  by  Buyer  as  provided  in  this Agreement.

b.     Any  and  liabilities  or  claims  arising as a result of Buyer being the
purchaser  of  the  Assets,  but related to the time during which Seller was the
owner  of  the  Assets.

     Buyer,  and Allen Weintraub, individually, shall similarly indemnify Seller
for  Buyer=s

obligations  from  June  12,  2002  forward.

4.     BUYER'S  ASSUMPTION  OF CERTAIN OBLIGATIONS.  Buyer hereby agrees to only
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assume the rental payment to Aventura Mall Venture from June 12, 2002 - June 30,
     2002 in the amount of $5,927.85.  Simultaneously with the execution of this
Agreement, Buyer is entering into its own lease with the Aventura Mall and shall
be responsible for all expenses associated therewith from June 12, 2002 forward.
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5.     NO  ASSUMPTION  OF  OTHER  LIABILITIES.  Notwithstanding  any  provision
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contained  in  this Agreement to the contrary, this Agreement is intended as and
shall  be  deemed  to  be  an  agreement  for the sale of assets and none of the
provisions  hereof  shall be deemed to create any obligation or liability of any
party  to  any  person  or entity that is not a party to this Agreement, whether
under  a third-party beneficiary theory, laws relating to transferee liabilities
or  otherwise.  Except  as otherwise expressly provided in this Agreement, Buyer
shall not assume and shall not discharge or be liable for any debts, liabilities
or obligations of Seller including, but not limited to, any (1) liabilities
or  obligations  of  Seller  to its creditors, shareholders or owners (including
transferee  liabilities), (ii) liabilities or obligations of Seller with respect
to  any acts, events or transactions occurring prior to, on or after the date of
this  Agreement,  (iii)  liabilities  or  obligations of Seller for any federal,
state,  county or local taxes applicable to or assessed against Seller=s Assets,
or  (iv)  any  contingent liabilities or obligations of Seller, whether known or
unknown  by Seller or Buyer, at or before the date of this Agreement.  Except as
otherwise  provided  in  this  Agreement, Buyer shall have no duty whatsoever to
take any action or receive or make any payment or credit arising from or related
to any services provided or costs incurred in connection with the management and
operation  of  Seller=s  business  prior  to  the  date  of  this  Agreement.

6.     ATTORNEYS= FEES.  If any party shall retain or engage an attorney or
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attorneys to enforce or protect its interest with respect to this Agreement, the
prevailing party shall be entitled to receive payment of all costs and expenses
of enforcement or protection, including all attorneys= fees, whether or not suit
is brought.
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     IN  WITNESS  WHEREOF,  the parties hereto have signed this Agreement on the
day  and  year  first  written  above.

SELLER                              BUYER.

THE  POTATO  SACK,                    VECTOR  HOLDINGS  CORPORATION,
a  Pennsylvania  corporation          a  Nevada  corporation


By:  _______________________________          By:______________________________
Name:  ____________________________            Allen  E. Weintraub, President


__________________________________           __________________________________
Stuart Kessler, Individually                   Allen E. Weintraub, Individually


__________________________________
Buzz  Pasquini,  Individually