U.S. Securities and Exchange Commission
                                              Washington, D.C. 20549

                                                    FORM 10-QSB


[X]      Quarterly Report Under Section 13 or 15(d) of The Securities Exchange
         Act of 1934 for the
         Quarterly Period Ended March 31, 2003

[ ]      Transition Report Under Section 13 or 15(d) of The Securities Exchange
         Act of 1934 for the
         Transition Period from _______ to _______

Commission File Number: 000-17303


                           VECTOR HOLDINGS CORPORATION
        (Exact name of small business issuer as specified in its charter)


         Nevada                                    65-1021346
(State or other jurisdiction of           (IRS Employer Identification No.)
incorporation or organization)


       1959 South Power Road, Building 103, Suite 158, Mesa, Arizona 85206
                    (Address of principal executive offices)

                                 (602) 762-8111
                           (Issuer's telephone number)


<TABLE>
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         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 [x]                   No [ ]

         Number of shares of common stock outstanding as of May 14,  2003: 319,342.
         Number of shares of preferred stock outstanding as of May 14, 2003: 1,254,857.



                                                 TABLE OF CONTENTS

                                           PART I. FINANCIAL INFORMATION



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

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION................................................4

ITEM 3 CONTROLS AND PROCEDURES....................................................................................4

                                            PART II. OTHER INFORMATION

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

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS................................................................5

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

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

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

INDEX TO EXHIBITS................................................................................................11
                                                THIS SPACE HAS BEEN
                                             INTENTIONALLY LEFT BLANK





ITEM 1.                                                 FINANCIAL STATEMENTS

 As used herein,  the term "Vector" , or the "Company" refers to Vector Holdings
Corporation, a Nevada corporation,  its subsidiary corporations and predecessors
unless  otherwise  indicated.   Unaudited,   consolidated  financial  statements
including a balance  sheet for Vector for the period ended March 31,  2003,  and
statement of  operations,  and statement of cash flows for the interim period up
to date of such balance  sheet and and the  comparable  periods of the preceding
year are attached hereto as Pages F-1 through F-5 and are incorporated herein by
this reference. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK



                                                         3


                                       INDEX TO INTERIM FINANCIAL STATEMENTS

                                                                                                               Page

Consolidated Unaudited Condensed balance Sheet March 31, 2003...................................................F-1

Consolidated Unaudited Condensed Statements of Operations- For the
Three Months Ended March 31, 2003 and 2002......................................................................F-3

Consolidated Unaudited Condensed Statements of Cash Flows- For the
Three Months Ended March 31, 2003 and 2002......................................................................F-4

                                                THIS SPACE HAS BEEN
                                             INTENTIONALLY LEFT BLANK



                                                         4



                                     VECTOR HOLDINGS CORPORATION & SUBSIDIARY
                                       CONDENSED CONSOLIDATED BALANCE SHEET
                                               AS OF MARCH 31, 2003
===================================================================================================================

                                                                                                        (Unaudited)
                                          ASSETS                                                March 31, 2003
                                                                                           ------------------------

CURRENT ASSETS:
Cash and cash equivalents                                                                   $                     -
Deferred consulting expense                                                                                 130,617
                                                                                           ------------------------
TOTAL CURRENT ASSETS                                                                                        130,617
                                                                                           ------------------------

TOTAL ASSETS                                                                                $               130,617
                                                                                           ========================


                      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses                                                       $                76,233
                                                                                           ------------------------
TOTAL CURRENT LIABILITIES                                                                                    76,233
                                                                                           ------------------------

LONG-TERM OBLIGATIONS
Notes payable                                                                                               250,909
                                                                                           ------------------------

STOCKHOLDERS' (DEFICIT)
Preferred stock ($.10 par value, non-voting, 5,000,000 shares authorized;                                   125,486
1,254,857 shares issued and outstanding at March 31, 2003)
Common stock ($.001 par value, 600,000,000 shares authorized; 63,861,955                                     63,862
issued and outstanding at December 31, 2002)
Additional paid in capital                                                                                7,893,058
Retained (deficit)                                                                                      (8,278,931)
                                                                                           ------------------------
TOTAL STOCKHOLDERS' (DEFICIT)                                                                             (196,525)
                                                                                           ------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                 $               130,617
                                                                                           ========================


                      See accompanying notes to financial statements


                                                        F-1



                         VECTOR HOLDINGS CORPORATION & SUBSIDIARY
                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                       (UNAUDITED)
                    FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
==========================================================================================


                                                       Three                         Three
                                                        Months Ended          Months Ended
                                                      March 31, 2003        March 31, 2002
                                                --------------------   -------------------
REVENUES:
Sales                                            $                 -    $           2,566
Cost of Sales                                                      0              (17,418)
                                                --------------------   -------------------
GROSS PROFIT (LOSS)                                                0              (14,852)

EXPENSES:
Selling, general and administrative                           67,397               477,569
                                                --------------------   -------------------
TOTAL EXPENSES                                                67,397               477,569
                                                --------------------   -------------------

OPERATING (LOSS)                                 $          (67,397)    $        (492,421)

OTHER INCOME (EXPENSE)                                             -                     -
                                                --------------------   -------------------

NET LOSS                                         $          (67,397)    $        (492,421)
                                                ====================   ===================

  Net loss per share -
  basic and fully diluted                        $           (0.001)    $           (0.15)
                                                ====================   ===================
  Weighted Average Shares                                 63,861,955             3,389,752
                                                ====================   ===================

** Less than $.01


                      See accompanying notes to financial statements


                                                        F-1



                                               VECTOR HOLDINGS CORPORATION & SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                          FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
===================================================================================================================================

                                                                                            Three                Three
                                                                                             Months Ended     Months Ended
                                                                                        March 31, 2003       March 31, 2002
                                                                                     --------------------  ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                              $          (67,397)   $       (492,421)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation                                                                                          -0-                  45
Bad debt write-offs                                                                                   -0-               3,137
Common stock issued for services                                                                      -0-             155,000
Preferred stock issued for services                                                                   -0-             250,000
Reverse stock split adjustment                                                                        -0-             (6,070)
(Increase) decrease in operating assets:
Deferred consulting expense                                                                     (130,617)                 -0-
Inventory                                                                                             -0-                  93
Deposits                                                                                              -0-            (10,000)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses                                                            (52,842)              19,572
Due to related parties                                                                                -0-              76,589
Excess of outstanding checks over bank balance                                                       (53)               4,055
NET CASH USED IN OPERATING ACTIVITIES                                                           (250,909)                   0
                                                                                     --------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Incurrence of notes payable                                                                       250,909                   0

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                               0                   0

CASH AND CASH EQUIVALENTS,
BEGINNING OF THE PERIOD                                                               $                     $   -           -

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

END OF THE PERIOD                                                                     $                     $   -           -

                                                                                     ====================  ==================

SUPPLEMENTARY CASH FLOW INFORMATION OF NON-CASH FINANCING:
    Common stock issued for services                                                  $                     $   -    155,000

                                                                                     ====================  ==================
Preferred stock issued for services                                                   $                     $   -    250,000

                                                                                     ====================  ==================
Common stock issued for deposit on acquisition                                        $                     $   -    (10,000)

                                                                                     ====================  ==================
                                                See accompanying notes to financial statements


                                                        F-2





                                    VECTOR HOLDINGS CORPORATION AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                                     FOR THE THREE MONTHS ENDED MARCH 31, 2003
====================================================================================================================

                                                                                         Additional
                                            Common                 Preferred Stock         Paid-in      Retained
                                             Stock
                                            Shares   Amount      Shares       Amount       Capital       Deficit

Balances, January 1, 2003               63,861,955 $    63,862    1,254,857 $   125,486 $   7,893,058 $  (8,211,534)

Net loss for the period                                -       -             -           -               -  (67,397)

Balances, March 31, 2003                63,861,955 $    63,862    1,254,857 $   125,486  $  7,893,058  $ (8,278,931)












                                  See notes to accompanying financial statements.


                                                        F-3



                                            VECTOR HOLDINGS CORPORATION
                                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                  March 31, 2003


                                          NOTE 1 - BASIS OF PRESENTATION


 The accompanying  consolidated  unaudited condensed  financial  statements have
been prepared by management in accordance  with the  instructions in Form 10-QSB
and  therefore,  do not  include  all  information  and  footnotes  required  by
generally  accepted  accounting  principles  and should,  therefore,  be read in
conjunction  with Vector's  Annual Report to Shareholders on Form 10-KSB for the
fiscal year ended  December  31,  2002.  The results for the three  months ended
March 31, 2003are not necessarily


                  THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK





                                                        F-4


           ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATION

 As used in this Quarterly Report, the terms "we", "us", "our" and the "Company"
mean Vector  Holdings  Corporation,  ("Vector") a Nevada  corporation,  formerly
known as Vector Aeromotive Corporation.


                                                 Plan of Operations

 Vector's  plan of  operation  for the coming year is to identify  and acquire a
favorable business opportunity. Vector does not plan to limit its options to any
particular  industry,  but will evaluate each opportunity on its merits.  Vector
has  reviewed  and  evaluated  a  number  of  business   ventures  for  possible
acquisition  or  participation  by  Vector.  Vector  has not  entered  into  any
agreement,  nor does it have any  commitment or  understanding  to enter into or
become engaged in a transaction as of the date of this filing.  Vector continues
to  investigate,  review,  and evaluate  business  opportunities  as they become
available and will seek to acquire or become  engaged in business  opportunities
at such time as specific  opportunities  warrant.  Vector  anticipates  that its
owners,  affiliates,  and consultants will provide it with sufficient capital to
continue  operations  until  the  end of the  year  2003,  but  there  can be no
assurance that this expectation will be fully realized.

     Vector has no plans for the purchase or sale of any plant or equipment.

 The Company is a  development  stage  company and  currently  has no employees.
Vector has no current  plans to make any changes in the number of employees  and
does not  anticipate  doing so until it acquires a business or an interest in an
operation company.

 Vector does not expect to generate any  meaningful  revenue or incur  operating
expenses unless and until it acquires an interest in an operating company.

                         ITEM 3. CONTROLS AND PROCEDURES

 On March 31, 2003,  Vectors Chief Executive Officer and Chief Financial Officer
made an evaluation of Vectors  disclosure  controls and  procedures.  In Vectors
opinion, the disclosure controls and procedures are adequate because the systems
of controls  and  procedures  are designed to assure,  among other  items,  that
1)recorded  transactions are valid; 2) valid  transactions are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations and cash flows for the respective periods being presented.  Moreover,
the  evaluation  did  not  reveal  any  significant   deficiencies  or  material
weaknesses in Vectors disclosure controls and procedures.

 There have been no significant changes in Vectors internal controls or in other
factors  that  could   significantly   affect  these  controls  since  the  last
evaluation.






                                                         4



                                            PART II. OTHER INFORMATION

                                             ITEM 1. LEGAL PROCEEDINGS


 Suburban  Capital  Corporation v. Vector  Holdings  Corporation,  Miami Venture
Capital, Inc. Allen Weintraub and Karl J. Schumer. Filed in the Circuit Court of
Cook County,  Illinois,  County Department,  Chancery  Division,  Case No. 03 CH
3380.  The complaint  alleges that  Suburban  Capital  Corporation  ("Suburban")
entered into a contract to acquire control of Vector from Miami Venture Capital,
Inc. of which Allen  Weintraub is the  President  and paid $11,000 as Suburban's
"preliminary  contractual obligation" under that purchase agreement.  Vector has
entered  into a an  agreement to settle and resolve all claims of Suburban as to
Vector and an order  dismissing all claims as to Vector was entered by the court
on April 10,  2003.  All claims that  Suburban  may have against the other named
defendants  have  been  assigned  by the  settlement  agreement  to  Vector  and
Diversified Holdings X, Inc. the majority holder of Vector's common stock.

                ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

                                      None.

                            ITEM 5. OTHER INFORMATION

 On February 14, 2003,  Vector  entered into an Employment  Agreement with Allen
Weintraub,  Vector's  former  President.  Vector  entered  into  the  Employment
Agreement  in  an  effort  to  ensure   continuity   with   Vector's   reporting
requirements.  Vector's new management  believed that Mr.  Weintraub  could have
historical  knowledge with respect to certain matters  pertaining to Vector. The
Agreement  calls for the payment of $150,000 in cash or stock over the course of
12  months.  Vector  plans on  renegotiating  the  Agreement  because of certain
misrepresentations  made by Mr.  Weintraub  concerning  certain  liabilities  of
Vector and other complications which have arisen.

                                Subsequent Event

 On February 21, 2003,  Diversified Holdings X, Inc., a Utah corporation ("DHX")
closed on a Stock  Acquisition  Agreement with Miami Venture  Capital,  Inc. and
others in which DHX  acquired  40,051,430  shares of the common stock of Vector,
which  represents 63% of all issued and  outstanding  common stock of Vector and
1,254,857  shares  of  preferred  stock of  Vector,  or 100% of all  issued  and
outstanding  shares of preferred stock of Vector.  The consideration paid by DHX
for the  purchase of the stated  interests in Vector was a one time cash payment
of $25,000,  which has been paid in full at the time of closing.  Miami  Venture
Capital,  Inc.  through this  transaction has sold all interests that it held in
the  stock  of  Vector.  Richard  Surber  is  the  sole  officer,  director  and
shareholder.

 The parties to the Stock  Acquisition  Agreement  agreed that Allen  Weintraub,
former  President  of the  Registrant,  shall be  employed  by  Vector  Holdings
Corporation  for a period of up to 18 months to assist the  Registrant  with its
filings with the  Securities  and Exchange  Commission  in exchange for promised
compensation for those services of $150,000 worth of common stock of the

                                        5


 Registrant  and if Mr.  Weintruab  is eligible to receive  such shares to issue
those shares pursuant to an S-8 registration statement.

 DHX is a privately  held Utah  corporation  of which Richard Surber is the sole
officer,  director  and  shareholder.  The  principal  executive  offices of the
Registrant have been relocated to: 1959 South Power Road,  Bldg. 103, Suite 158,
Mesa, Arizona 85206.

 On February 28, 2003, DHX consented to the  appointment of Gino Carlucci as the
President and Secretray of Vector. Gino Carlucci,  34, Graduated from Quinnipiac
University with a Bachelor of Arts in Communication. Then attended law school at
Ohio  Northern   University   earning  a  Juris   Doctorate   with  emphasis  on
constitutional  law. Mr.  Carlucci  also serves as President and Director of G&G
Capital,  LLC, a real estate  investment  company since 1999. Mr.  Carlucci also
serves as President of NYC Entertainment, LLC, a promenade entertainment company
since 1995.

 The Registrant is currently a shell corporation and a majority owned subsidiary
of DHX. Both DHX and the  Registrant  intend to pursue  operations  suitable for
acquisition by the Registrant.

 On May 7, 2003,  Vector  will  effect a 1 for 200  reverse-split  of its common
stock, such that every current  shareholder of Vector's common stock will hold 1
share for every 200 shares they held prior to the reverse split.  All fractional
shares have been rounded up to the nearest whole share.  Vector's was trading on
the OTC  Bulletin  Board under the  symbol"VCTH.OB,  the new  trading  symbol is
"VCRH.OB".  As of the date of  report  the  number of  authorized  shares is six
hundred  million  (600,000,000),  effective May 7, 2003 the number of authorized
shares after the reverse split was three million  (3,000,000) with the par value
remaining at $.001 per share. The number of issued and outstanding  shares prior
to the reverse split was Sixty Four Million Three Hundred Sixy One Thousand Nine
Hundred fifty five  (64,361,955).  The number of shares on May 5, 2003 was Three
Hundred  Twenty One  Thousand  Nine  Hundred  (321,900).  The Board of  Director
effected the reverse  split in  compliance  with NRS 78.207 and does not require
the approval of Vector's stockholders. Vector intends to increase its authorized
shares by  shareholder  consent via  Schedule  14C within the next 45 days or as
soon as practicable.


                    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 Beginning on page 13 of this Form 10-QSB, which is incorporated herein by
                                                         reference.

                               Reports on Form 8-K


         (1)             Reversal of the previous acquisition of UDS is incorporated by reference under Form
                                  8-K/A filed on November 7, 2002 and as amended on March 26, 2003.

                                                         6


         (2)            Forfeiture of the assets of the PS restaurant operation to a lender in return for the
                       forgiveness of certain debt to such lender is incorporated by reference under Form 8-K
                                     filed on November 7, 2002 and as amended on March 26, 2003.

         (3)             A change in control of Vector is incorporated by reference under Form 8-K filed on
                           March 7, 2003, reporting the acquisition of 40,051,430 or 64% of all issued and
                             outstanding shares of common stock and 1,254,857 or 100% of all issued and
                            outstanding shares of preferred stock by Diversified Holdings X, Inc., a Utah
                       corporation. The change in control also resulted in the appointment of Gino Carlucci as
                                                  president and director of Vector.



                                                         7


                                                    SIGNATURES

                Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
           caused this report to be signed on its behalf by the undersigned, there unto duly authorized.


                                                                      VECTOR HOLDINGS CORPORATION



Date: May 14, 2003                                              /s/ Gino Carlucci
                                                                  Gino Carlucci, CEO, CFO and Director

                                                         8


                                                  CERTIFICATIONS

                                            I, Gino Carlucci, certify that:

     1.  I have reviewed this quarterly Report on Form 10-QSB of Vector Holdings Corporation;

     2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this quarterly report;

     3.  Based on my knowledge, the financial statements, and other financial information included in this
quarterly report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this quarterly report;

     4.  The registrant's other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:

     (a) Designed such disclosure controls and procedures to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;

     (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within
90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

     (c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the Evaluation Date;

     5.  The registrant's other certifying officers and I have disclosed, based on our most recent evaluation,
to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing
the equivalent functions):

     (a) All significant deficiencies in the design or operation of internal controls which could adversely affect
the registrant's ability to record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal controls; and

     6.     The registrant's other certifying officers and I have indicated in this quarterly report whether or not
there were significant changes in internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.

Date: May 14, 2003        /s/ Gino Carlucci
CEO and CFO

                                                         9


                                             CERTIFICATION PURSUANT TO
                                                 18 U.S.C. 1350,
                                              AS ADOPTED PURSUANT TO
                                   SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vector Holdings Corporation (the "Company") on Form 10-QSB
for the period ending March 31, 2003, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Gino Carlucci, Sole Executive Officer of the Company, certify, pursuant to 18
U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge and belief:

               (1) the Report fully complies with the requirements
                  of Section 13(a) or 15(d) of the Securities
                  Exchange Act of 1934; and

               (2) the information contained in the Report fairly
                  presents, in all material respects, the financial
                  condition and result of operations of the Company.


Gino Carlucci
CEO and CFO
May 14, 2003

                                                        10


                                                 INDEX TO EXHIBITS

Exhibit  Page


No.              No.      Description
---------------- -------- --------------------------------------------------------------------------------------------
3(i)             *        Articles of Incorporation of the Company as amended and bylaws are herein
                          incorporated by reference from the Company's Form S-3 filed December 22,
                          1995.
Material Contracts
10(i)            11       Promissory Note between Vector and Allen Weintraub dated 14th February 2003
10(ii)           13       Employment agreement between Vector and Allen Weintraub dated 14th
                          February 2003
10(iii)          17       Settlement Agreement and Release between Allen Weintraub, Miami Venture
                          Capital, Bestfoodline, Inc, and Vector dated 14th February 2003.
99               9        Certifications
99.1             10       Statement  required  by  18  U.S.C.  Section  1350, as adopted pursuant to section
                          906  of  the  Sarbanes-Oxley  Act  of  2002.


           * Previously filed as indicated and incorporated herein by reference from the referenced filings
                                           previously made by the Company.



                                                        11



$ 100,000                                                                                      Dated:______________

                                                  PROMISSORY NOTE

         FOR VALUE RECEIVED, in performance and satisfaction of a Settlement Agreement and Release,
Vector Holdings Corporation, a Nevada corporation ("Maker"), promises to pay to Allen Weintraub, an individual
resident of the state of Florida ("Holder"), or order, One Hundred Thousand dollars ($100,000).

         1.       Payments.  The principal on the obligation represented hereby shall be repaid in one lump sum,
one year from the date hereof.

         2.       Interest.  The obligation shall bear simple interest which shall be at the rate of 7% per annum,
payable one year from the date hereof.

         3.       Type and Place of Payments.  Payments of principal and interest shall be made in lawful money
of the United States of America to the above-named Holder at 19495 Biscayne Blvd., Suite 409, Aventura, Florida
33180, or order.

         4.       Prepayment.  Advance payment or payments may be made on the principal, without penalty or
forfeiture.  There shall be no penalty for any prepayment.

         5.       Default.  Upon the occurrence or during the continuance of any one or more of the events
hereinafter enumerated, Holder or the holder of this Note may forthwith or at any time thereafter during the
continuance of any such event, by notice in writing to the Maker, declare the unpaid balance of the principal and
interest on the Note to be immediately due and payable, and the principal and interest shall become and shall be
immediately due and payable without presentation, demand, protest, notice of protest, or other notice of dishonor,
all of which are hereby expressly waived by Maker, such events being as follows:

                  (a)      Default in the payment of the principal and interest of this Note or any portion thereof
         when the same shall become due and payable, whether at maturity as herein expressed, by acceleration, or
         otherwise, unless cured within five (5) days after notice thereof by Holder or the holder of such Note to
         Maker.

                  (b)      Maker shall file a voluntary petition in bankruptcy or a voluntary petition seeking
         reorganization, or shall file an answer admitting the jurisdiction of the court and any material allegations of
         an involuntary petition filed pursuant to any act of Congress relating to bankruptcy or to any act purporting
         to be amendatory thereof, or shall be adjudicated bankrupt, or shall make an assignment for the benefit of
         creditors, or shall apply for or consent to the appointment of any receiver or trustee for Maker, or of all or
         any substantial portion of its property, or Maker shall make an assignment to an agent authorized to
         liquidate any substantial part of its assets; or

                  (c)      An order shall be entered pursuant to any act of Congress relating to bankruptcy or to any
         act purporting to be amendatory thereof approving an involuntary petition seeking reorganization of the
         Maker, or an order of any court shall be entered appointing any receiver or trustee of or for Maker, or any
         receiver of trustee of all or any substantial portion of the property of Maker, or a writ or warrant of
         attachment or any similar process shall be issued by any court against all or any substantial portion of the
         property of Maker, and such order approving a petition seeking reorganization or appointing a receiver or
         trustee is not vacated or stayed, or such writ, warrant of attachment, or similar process is not released or
         bonded within 60 days after its entry or levy.

         6.       Attorneys' Fees.  If this Note is placed with an attorney for collection, or if suit be instituted for

                                                        12


collection, or if any other remedy permitted by law is pursued by Holder, because of any default in the terms and
conditions herein, then in such event, the undersigned agrees to pay reasonable attorneys' fees, costs, and other
expenses incurred by Holder in so doing.

         7.       Construction.  This Note shall be governed by and construed in accordance with the laws of the
State of Florida.

         8.       Conversion into Shares.  Upon written notice to the other party to this Note, the obligation
represented by this note may be converted into shares of the common stock of the Maker, the common stock shall be
valued at eighty percent (80%) of the closing price of the day prior to written notice for conversion of the Note as
set forth herein into shares of the Maker's common stock, such shares shall be delivered within 5 business days of
the receipt of the notice of conversion as issued by either party.  Receipt of the shares of common stock of the
Maker by the Holder as set forth by this paragraph shall be treated as full and final payment and complete
satisfaction of this note, including all principal and interest.  However, failure to deliver these shares shall be an act
of default and entitle Holder to the remedies set forth herein under Paragraph 6.

         Maker: Vector Holdings Corporation


         _________________________________

         By: ______________________________




                                                        13


                                               Employment Agreement


AGREEMENT made this               day of                  , 2003, between                                  , a
corporation whose corporate headquarters are located at                              (herein after referred to as ''Company''),
and                          , an individual whose address is                                                          (hereinafter
referred to as ''Employee'').

Employee has been, and desires to continue to be, employed by Company and Company desires to employ
Employee in a capacity in which Employee would

Now, therefore, it is agreed:

1.       Definitions:

As used in this Agreement:

(a) ''Company'' means                                                                               , its successors and assigns,
and any of its
present or future subsidiaries, or organizations controlled by, controlling, or under common control with it.

(b) "Confidential Information" means any and all information disclosed or made available to Employee or known by
Employee as a direct or indirect consequence of or through his employment by Company and not generally known
in the industry in which Company is or may become engaged, or any information related to Company's products,
processes, or services, including, but not limited to, information relating to research, development, Plans and
Inventions (as defined below), manufacture, purchasing, accounting, engineering, marketing, merchandising, or
selling.

(c) "Plans and Inventions" means discoveries, concepts, and ideas, whether patentable or not, relating to any present
or prospective activities of Company, including, but not limited to, processes, methods, formulae, techniques,
devices, and any improvements to the foregoing.

(d) ''Company Monthly Base Pay'' means Employee's last monthly remuneration, prior to termination of his
employment with Company, before federal, state, and local taxes and other withholding, but exclusive of extra
compensation, such as that attributable to bonuses, overtime, or employee retirement or pension benefits.

(e) ''Conflicting Organization'' means any person or organization engaged, directly or indirectly, in the research,
development, production, marketing or selling of a Conflicting Product.

(f) ''Conflicting Product'' means any product, process, or service of any person or organization, other than Company,
in existence or under development, which resembles, competes with or is marketed or offered for sale or lease to the
same or similar potential customers as a product, process, or service which is the subject of research, development,
production, marketing or selling activities of Company.

(g) ''New Monthly Base Pay'' means Employee's monthly remuneration with a subsequent employer, computed as
described in Subparagraph (d) of this Paragraph 1.

2.       Duties:

The Employee shall be employed by Company and shall faithfully and to the best of his ability perform such duties
and render such services as may be directed by Company, including, but not limited to, the following:



                                                        14



During the term of his employment by Company, Employee shall devote all of his working time to Company.

3.       Compensation, Term, and Termination:

As compensation for his services, Employee shall receive the following compensation:

A base salary of





Reimburse for all Company approved expenses, if submitted to the Company within 45-days of incurring the
expense.

..

This employment agreement shall continue for             (   ) years from the effective date of this agreement. At all
times, this employment contract is subject to the right of Company to terminate the employment on two weeks
notice. Company shall have the right to terminate such employment at any time in the event of default or
nonperformance by Employee of any of the provisions of this Agreement. In the event of notice given by either
party, Employee shall continue to work for Company for the full notice period, if so requested by Company.
Company reserves the right at any time to pay to Employee his full salary for any required notice period and to
terminate his employment immediately or at any time during such notice period.

4.       Benefits, Bonuses and Expenses:

(1) Company may provide for Employee benefits as it, in the sole discretion of Company's Board of Directors, shall
deem appropriate. Such benefits shall be provided to Employee in such a manner as shall be determined by the
Board of Directors. (2) Company may pay to Employee bonuses as it, in the sole discretion of Company's Board of
Directors, shall deem appropriate. Employee acknowledges that Company makes no assurance that a bonus, if any,
will be awarded to Employee for any services performed during any term of this employment contract.  (3)
Additionally, Company may reimburse Employee for expenses as it, in the sole discretion of Company's Board of
Directors, shall deem appropriate. Such expense reimbursements shall be paid to Employee as ordered by the Board
of Directors.

5.       Disclosure of Confidential Information:

(a) Confidentiality. Except as required in the performance of his duties to Company, Employee shall treat as
confidential and shall not, directly or indirectly, use, disseminate, disclose, publish, or otherwise make available any
Confidential Information or any portion thereof.

(b) Return of confidential information. Upon termination of his employment with Company, all documents, records,
notebooks, and similar repositories containing Confidential Information, including copies thereof, then in
Employee's possession, whether prepared by him or others, shall be promptly returned to Company. If at any time
after the termination of employment Employee determines that he has any Confidential Information in his
possession or control, he shall immediately return to Company all such Confidential Information, including all
copies and portions thereof.

(c) Waiver. Unless expressly set forth in detail in Exhibit A, Employee waives any and all rights to claim that any
discoveries, concepts, ideas, structures, processes, methods, formulae, or techniques have been made, acquired,

                                                        15


conceived, or reduced to practice prior to his employment by Company and not subject to the terms and conditions
of this Agreement.

6.       Binding Effect:

This Agreement shall be binding upon the parties hereto and upon their respective executors, administrators, legal
representatives, successors, and assigns.

7.       Enforcement:

The formation, effect, performance and construction of this Agreement shall be governed by the laws of the State of
Florida of the United States of America.

8.       Arbitration:

Any dispute or controversy arising from or relating to this Agreement shall be decided by arbitration in the City of
                            ,                         , by the American Arbitration Association, by a panel of three arbitrators
mutually
acceptable to Employee and Company, and in accordance with the procedural rules and regulations of that
association. At the request of either Company or Employee, arbitration proceedings will be conducted in secrecy; in
such case, all documents, testimony, and records shall be received, heard and maintained by the arbitrators in
secrecy, available for inspection only by Company, Employee and their respective attorneys and experts who shall
agree, in advance and in writing, to receive all such information confidentially and to maintain such information in
secrecy until such information shall become generally known or until such time as such information becomes known
by reason of judicial appeal from or enforcement of the decision of the arbitration.

9.       Entire Agreement and Waiver of Prior Rights:

This Agreement and any attachments hereto constitute the entire agreement and understanding of the parties with
respect to the subject matter hereof and supersede all prior agreements and understandings, whether oral or written,
including, but not limited to, any prior agreement for compensation, in which compensation has not been paid. By
executing this agreement, Employee acknowledges that he is waiving all rights granted by prior agreements. No
modification or claimed waiver of any of the provisions hereof shall be valid unless in writing and signed by the
duly authorized representative against whom such modification or waiver is sought to be enforced.

10.      Other Rights:

Nothing contained in this Agreement shall be construed as conferring by implication, estoppel, or otherwise upon
either party any license or other right except the licenses and rights expressly granted hereunder to that party.

11.      Acceptance:

Each party hereby accepts the licenses and rights granted to it by a party under this Agreement subject to all of the
terms and conditions of this Agreement.

In witness whereof, the parties have executed this Agreement on the day and year first above written.


Employee:                                                     Company




                                                        16


____________________________________                 ____________________________________

Individual                                                    President





                                                        17

                                     SETTLEMENT AGREEMENT AND GENERAL RELEASE

         This Settlement Agreement ( agreement is made and entered into between SUBURBAN CAPITAL
CORPORATION ( suburban , on the one hand, VECTOR HOLDINGS CORPORATION ( Vector),
DIVERSIFIED HOLDINGS X, INC. ( DHX)  and RICHARD SURBER ( surber ) on the other hand.  The
above-named parties are referred to collectively hereinafter as the Parties.

                                                   RECITALS

         Whereas, certain disputes have arisen between Suburban and Vector;

         Whereas, Suburban filed a suit against Vector and other named defendants (Miami Venture Capital,
Allen Weintraub and Karl J. Schumer) in the in the Circuit Court of Cook County, Illinois County Department,
Chancery Division, Case No. 03 CH 3380, SUBURBAN CAPITAL CORPORATION, Plaintiff v. VECTOR
HOLDINGS CORP., a Nevada corporation, MIAMI VENTURE CAPITAL, INC., a Florida corporation,
ALLEN WEINTRAUB, individually and KARL J. SCHUMER, individually.

         Whereas, the Parties now desire to resolve all claims, known and unknown, which may exist among the
named parties to this agreement relating to, or arising out of, the action entitled and numbered as set forth
hereinabove.

         Now therefore, in consideration of the above premises and the following covenants, it is hereby agreed
as follows:

Purpose

            1. The Parties hereto understand, acknowledge, and agree
         that the execution of this Agreement constitutes
         a compromise of the disputes that exist between them, that this Agreement is not to be considered as
         any finding of fact nor construed as an admission of liability or fault by any party.

Reciprocal Obligation

             2. Vector shall pay to Suburban the sum of Ten Thousand
         dollars ($10,000) within forty-eight hours of the
         execution hereof by delivery of certified funds, Vector, Surber and DHX shall pay the additional sum of
         Nine Thousand dollars ($9,000) in certified funds within sixty (60) days of the execution of this
         agreement, with Surber and DHX acting as guarantors of the $9,000 payment only, Suburban agrees
         upon receipt of the $10,000 payment to dismiss with prejudice all claims it has against Vector arising out
         of or related to the claims asserted in the litigation set forth above and to dismiss or release all
         injunctions, restraining orders or similar court orders, Suburban further agrees to assign to Vector and
         DHX all claims that it has as to the other named defendants in the litigation set forth above for all
         purposes and causes of action.

           3. Suburban agrees to release all claims that it has to all
         Vector stock of any class and specifically as to
         Vector stock certificates #1093 and 1099 and shall execute all necessary documents to have the court and
         its clerks deliver possession of those certificates to DHX, free of any further claim of Suburban.

           4. The respective Parties have agreed to jointly draft and
         execute this Settlement Agreement and General
         Release, and after the language is finalized, to provide the other with a copy of the executed signature
         page with all due expediency.

           5. The Parties agree that payments, actions and delivery o
                   the documents as set forth in paragraphs 1
 through 5 of this agreement by the parties shall constitute full and complete settlement of all disputes
 arising from, or related to the litigation set forth above as to Suburban and Vector and the complete and
 full assignment of causes of action in the said litigation to Vector and DHX with regard to other named
 defendants in Case No. 03 CH 3380 pending in the Circuit Court of Cook County, Illinois County
                         Department, Chancery Division.

SETTLEMENT AGREEMENT AND GENERAL RELEASE
                                                      18



           6. After counsel for Suburban receives in his office a copy
         of the executed signature page of this
         Settlement Agreement, Suburban shall deliver the signed orders, consents or motions as agreed upon by
         counsel for the parties hereto to carry out the provisions of this agreement.  After counsel for Vector
         receives in his office a copy of the executed signature page of this Settlement Agreement by Suburban,
         within 48 hours he shall deliver to counsel for Suburban a certified check in the sum of $10,000, made
         payable to Suburban Capital Corporation.
..
Release of Claims

               7. Each party agrees for itself, its predecessors,
         successors, and assigns, to fully and unconditionally
         release and forever discharge the other parties, including each party  successors, assigns, subsidiaries,
         affiliates, transferees, attorneys, representatives, agents, officers, directors, employees, insurers, and
         reinsurers, past, present, and future, from and on account of any and all claims, demands, actions,
         causes of action, or charges of any nature or kind whatsoever against the other party, whether known or
         unknown, asserted or unasserted, choate or inchoate, related to or arising out of the above set forth
         action bearing Case No. 03 CH 3380.

Advice of Counsel

          10. In executing this Agreement, the Parties acknowledge tha
                   they have been advised to consult with and
 have consulted with and had the advice of an attorney duly admitted to practice law in the State of
 Illinois prior to executing this Agreement, and that they have voluntarily executed this Agreement after
 a careful and independent investigation, and not under fraud, duress, or undue influence.

                             Binding on Successors

             11. This Agreement shall be binding on and inure to the
             benefit of the Parties hereto, their heirs, executors,
              administrators, successors-in-interest, and assigns.

                                  Integration

             12. All Parties hereby agree that this Agreement is the
         complete and exclusive statement of the mutual
 understanding of the Parties and supersedes and cancels all previous written and oral agreements and
 communications relating to the settlement between the parties arising from the litigation set forth herein
                                     above.

                                 Interpretation

            13. The Parties hereby agree that no inference or rule of
               inference shall be made by reason of the fact that
 one Party caused this Agreement to be drafted. For purposes of interpretation of the Agreement, it shall
 be assumed that all Parties drafted each provision of the Agreement. This Agreement shall be deemed to
         have been made in, and shall be construed pursuant to the laws of the State of Illinois.

Severability

           14. If any provision of this Agreement shall be adjudged by
         any court of competent jurisdiction to be
         unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary
 so that this Agreement shall otherwise remain in full force and effect and enforceable.

Confidentiality

            15. The Parties hereto specifically acknowledge, affirm,
                agree, and intend on their own behalf and on the
 behalf of their attorneys and representatives, that the terms of this Agreement shall remain entirely
 confidential unless disclosure is required by the court, by law, any reporting requirements of the

SETTLEMENT AGREEMENT AND GENERAL RELEASE
                                                      19


         Securities and Exchange Commission or the American Stock Exchange, or otherwise necessary to carry
         out the terms and conditions of this Agreement.

No Waiver

           16. No failure to exercise, and no delay in exercising, on
         the part of any Party, any privilege, any power or
         any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right
         or power hereunder preclude further exercise of any right hereunder.



Further Assistance

          17. Each of the parties shall hereafter execute all document
                    and take all actions that are reasonably
            necessary to effectuate the provisions of this Agreement.

                                 Attorney Fees

          18. If any actual controversy arises as to the enforcement o
                 any provision of this Agreement, the prevailing
 party, in any action or arbitration to enforce this Agreement, shall be entitled to recover all costs and
             expenses including, without limitation, attorney fees.

                           Execution in Counterparts

          19. The Parties agree that this Agreement may be executed in
         counterparts and that it is the intent of the
         Parties that a copy signed by a Party will be fully enforceable against that Party provided all other
         Parties have executed a counterpart of this Agreement. The Parties further agree that, in order to
         expeditiously effect the execution of this Agreement, a facsimile transmission of the signature pages
         will be deemed an original.

         Therefore, the signatures below constitute an express of the Parties, and each of them, that this
Agreement is agreed to and binding as of the date of execution:

VECTOR HOLDINGS CORPORATION


By:      _____________________ Dated:       _____________________
Its:     President

SUBURBAN CAPITAL CORPORATION


By:      _____________________ Dated:       _____________________
Its:     President

DIVERSIFIED HOLDINGS X, INC.


By:      _____________________ Dated:       _____________________
Its:     President

RICHARD SURBER, Personally


Signed   _____________________ Dated:       _____________________


SETTLEMENT AGREEMENT AND GENERAL RELEASE
                                                      20


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