Exhibit 10.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is made as of the 28th day of December, 2004 AMONG: UNITED NETWORK MARKETING SERVICES, INC., a corporation formed pursuant to the laws of the State of Delaware and having an...

                                                                    Exhibit 10.1

                          AGREEMENT AND PLAN OF MERGER


THIS AGREEMENT AND PLAN OF MERGER is made as of the 28th day of December, 2004

AMONG:

                  UNITED NETWORK MARKETING SERVICES, INC., a corporation formed
                  pursuant to the laws of the State of Delaware and having an
                  office for business located at 000 Xxxxx Xxxxxx, Xxx Xxxx, XX
                  00000

                  ("United")

AND:

                  KNOCKOUT ACQUISITION CORP., a corporation formed pursuant to
                  the laws of the State of Delaware and a wholly owned
                  subsidiary of United

                  ("Merger Sub")

AND:

                  THE KNOCKOUT GROUP, INC., a corporation formed pursuant to the
                  laws of the State of Delaware and having an office for
                  business located at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX
                  00000

                  ("Knockout")



WHEREAS:

A. Knockout is a Delaware corporation engaged in the business of selling
household and automobile cleaning products that are based on a proprietary
encapsulation technology;

B. United is a reporting company whose common stock is quoted on the OTC
"Bulletin Board" under the symbol "UMKG" and which is presently engaged in the
business of Internet sales through a corporation in which it owns a 50%
interest;

C. The respective Boards of Directors of United, Knockout and Merger Sub deem it
advisable and in the best interests of United, Knockout and Merger Sub that
Merger Sub merge with and into Knockout (the "Merger") pursuant to this
Agreement and the Certificate of Merger, and the applicable provisions of the
laws of the State of Delaware; and

D. Prior to the Merger, Knockout completed a four point six for one (4.6 for 1)
forward split of its Common Stock; and it is intended that a financing by
Knockout for two and one half million dollars ($2,500,000) of Series C Preferred
Shares of Knockout be completed prior to the Merger; and

E. Immediately prior to the Merger, all Preferred Shares of Knockout will
automatically convert into voting Common Stock of Knockout; and




F. Pursuant to the terms of the Merger, each Common Share of Knockout will be
exchanged for one fortieth of a Series A Preferred Share of United and,
immediately following the Merger, a financing by United, which will then be
controlled by the Knockout Shareholders, for up to $6 million of Series B
Preferred Shares of United is expected to be completed;

G. Following the Merger, United plans to increase its authorized Common Shares
from twenty million to one hundred million; will effect a reverse split of its
Common Shares on a one for four basis; and each of its Series A and Series B
Preferred Shares will automatically convert to United Common Shares on a forty
for one basis immediately following the effectiveness of the amendment to
United's Certificate of Incorporation increasing the authorized Common Shares
and effecting the reverse stock split; and

H. It is intended that the Merger shall qualify for United States federal income
tax purposes as a reorganization within the meaning of Section 368 of the
Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH THAT in consideration of the premises
and the mutual covenants, agreements, representations and warranties contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:


                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

DEFINITIONS

1.1      In this Agreement the following terms will have the following meanings:

         (a)      "ACCESSNEWAGE" has the meaning set forth in Section 3.1(b).

         (b)      "ACQUISITION SHARES" means the seven hundred ninety four
                  thousand seven hundred thirty four (794,734) United Series A
                  Preferred Shares to be issued to the Knockout Shareholders at
                  Closing pursuant to the terms of the Merger;

         (c)      "AGREEMENT" means this agreement and plan of merger among
                  United, Merger Sub and Knockout;

         (d)      "CERTIFICATE OF DESIGNATION" has the meaning set forth in
                  Section 3.1(h).

         (e)      "CLOSING" means the completion, on the Closing Date, of the
                  transactions contemplated hereby in accordance with Article 9
                  hereof;

         (f)      "CLOSING DATE" means the day on which all conditions precedent
                  to the completion of the transaction as contemplated hereby
                  have been satisfied or waived;

         (g)      "EFFECTIVE TIME" means the date of the filing of an
                  appropriate Certificate of Merger in the form required by the
                  State of Delaware, which certificate shall provide that the
                  Merger shall become effective upon such filing;

         (h)      "KNOCKOUT ACCOUNTS PAYABLE AND LIABILITIES" means all accounts
                  payable and liabilities of Knockout, due and owing or
                  otherwise constituting a binding obligation of Knockout (other
                  than a Knockout Material Contract) as of September 30, 2004 as
                  set forth in Schedule "B" hereto;




         (i)      "KNOCKOUT ACCOUNTS RECEIVABLE" means all accounts receivable
                  and other debts owing to Knockout, as of September 30, 2004,
                  as set forth in Schedule "C" hereto;

         (j)      "KNOCKOUT ASSETS" means the undertaking and all the property
                  and assets of the Knockout Business of every kind and
                  description wheresoever situated including, without
                  limitation, Knockout Equipment, Knockout Inventory, Knockout
                  Cash, Knockout Intangible Assets and Knockout Goodwill, and
                  all credit cards, charge cards and banking cards issued to
                  Knockout;

         (k)      "KNOCKOUT BANK ACCOUNTS" means all of the bank accounts, lock
                  boxes and safety deposit boxes of Knockout or relating to the
                  Knockout Business as set forth in Schedule "D" hereto;

         (l)      "KNOCKOUT BUSINESS" means all aspects of the business
                  conducted by Knockout and its Subsidiaries;

         (m)      "KNOCKOUT CASH" means all cash on hand or on deposit to the
                  credit of Knockout and its Subsidiaries on the Closing Date;

         (n)      "KNOCKOUT COMMON SHARES" means all of the issued and
                  outstanding shares of Knockout's Common Stock, $.01 par value;

         (o)      "KNOCKOUT DEBT TO RELATED PARTIES" means the debts owed by
                  Knockout and its Subsidiaries to any of the Knockout
                  shareholders or to any family member thereof, or to any
                  affiliate, director or officer of Knockout or any of the
                  Knockout Shareholders as described in Schedule "E";

         (p)      "KNOCKOUT EQUIPMENT" means all machinery, equipment,
                  furniture, and furnishings used in the Knockout Business,
                  including, without limitation, the items more particularly
                  described in Schedule "F" hereto;

         (q)      "KNOCKOUT FINANCIAL STATEMENTS" means collectively, the
                  unaudited consolidated financial statements of Knockout for
                  the nine-month period from inception through September 30,
                  2004, true copies of which are attached as Schedule "A"
                  hereto;

         (r)      "KNOCKOUT GOODWILL" means the goodwill of the Knockout
                  Business together with the exclusive right of United to
                  represent itself as carrying on the Knockout Business in
                  succession of Knockout subject to the terms hereof, and the
                  right to use any words indicating that the Knockout Business
                  is so carried on including the right to use the name
                  "Knockout" or any variation thereof as part of the name of or
                  in connection with the Knockout Business or any part thereof
                  carried on or to be carried on by Knockout, the right to all
                  corporate, operating and trade names associated with the
                  Knockout Business, or any variations of such names as part of
                  or in connection with the Knockout Business, all telephone
                  listings and telephone advertising contracts, all lists of
                  customers, books and records and other information relating to
                  the Knockout Business, all necessary licenses and
                  authorizations and any other rights used in connection with
                  the Knockout Business;




         (s)      "KNOCKOUT INSURANCE POLICIES" means the public liability
                  insurance and insurance against loss or damage to Knockout
                  Assets and the Knockout Business as described in Schedule "G"
                  hereto;

         (t)      "KNOCKOUT INTANGIBLE ASSETS" means all of the intangible
                  assets of Knockout, including, without limitation, Knockout
                  Goodwill, all trademarks, logos, copyrights, designs, and
                  other intellectual and industrial property of Knockout and its
                  Subsidiaries;

         (u)      "KNOCKOUT INVENTORY" means all inventory and supplies of the
                  Knockout Business as of September 30, 2004 as set forth in
                  Schedule "H" hereto;

         (v)      "KNOCKOUT MATERIAL CONTRACTS" means the burden and benefit of
                  and the right, title and interest of Knockout in, to and under
                  all trade and non-trade contracts, engagements or commitments,
                  whether written or oral, to which Knockout is entitled in
                  connection with the Knockout Business whereunder Knockout is
                  obligated to pay or entitled to receive the sum of $10,000 or
                  more including, without limitation, any pension plans, profit
                  sharing plans, bonus plans, loan agreements, security
                  agreements, indemnities and guarantees, any agreements with
                  employees, lessees, licensees, managers, accountants,
                  suppliers, agents, distributors, officers, directors,
                  attorneys or others which cannot be terminated without
                  liability on not more than one month's notice, and those
                  contracts listed in Schedule "I" hereto;

         (w)      "KNOCKOUT PREFERRED SHARES" means all of the issued and
                  outstanding shares of Knockout's Preferred Stock, including
                  the Series A Preferred $.01 par value ("KNOCKOUT SERIES A
                  PREFERRED SHARES"), the Series B Preferred, $.01 par value
                  ("KNOCKOUT SERIES B PREFERRED SHARES") and the Series C
                  Preferred, $.01 par value ("KNOCKOUT SERIES C PREFERRED
                  SHARES");

         (x)      "KNOCKOUT SHARES" means all of the issued and outstanding
                  shares of Knockout's equity stock, consisting of the Knockout
                  Common Shares and the Knockout Preferred Shares;

         (y)      "KNOCKOUT SHAREHOLDERS" means the holders of Knockout Shares
                  as of the date of this Agreement, whose names and respective
                  share holdings as of the date hereof are listed in Schedule
                  "J" hereto;

         (z)      "MERGER" means the merger, at the Effective Time, of Knockout
                  and Merger Sub pursuant to this Agreement and Plan of Merger;

         (aa)     "MERGER CONSIDERATION" means the Acquisition Shares;

         (bb)     "NEW CONVERTIBLE NOTES" has the meaning set forth in Section
                  4.1(f).

         (cc)     "NEW OPTIONS" has the meaning set forth in Section 4.1(e).

         (dd)     "NEW WARRANTS" has the meaning set forth in Section 4.1(e).

         (ee)     "PLACE OF CLOSING" means the offices of Sichenzia Xxxx
                  Xxxxxxxx Xxxxxxx LLP, or such other place as United and
                  Knockout may mutually agree upon;

         (ff)     "SEC" has the meaning set forth in Section 3.1(d).

         (gg)     "STATE CORPORATION LAW" means the General Corporation Law of
                  the State of Delaware;




         (hh)     "SUBSIDIARY" for purposes of this Agreement includes
                  AccessNewAge, whenever this Agreement refers to a Subsidiary
                  of United;

         (ii)     "SURVIVING COMPANY" means Knockout following the merger with
                  Merger Sub;

         (jj)     "UNITED ACCOUNTS PAYABLE AND LIABILITIES" means all accounts
                  payable and liabilities of United, on a consolidated basis,
                  due and owing or otherwise constituting a binding obligation
                  of United as of September 30, 2004 as set forth on Schedule
                  "M" hereto;

         (kk)     UNITED ACCOUNTS RECEIVABLE" means all accounts receivable and
                  other debts owing to United on a consolidated basis, as of
                  September 30, 2004 as set forth in Schedule "N" hereto;

         (ll)     "UNITED ASSETS" means the undertaking and all the property and
                  assets of the United Business of every kind and description
                  wheresoever situated including, without limitation, United
                  Equipment, United Inventory, United Material Contracts, United
                  Accounts Receivable, United Cash, United Intangible Assets and
                  United Goodwill, and all credit cards, charge cards and
                  banking cards issued to United;

         (mm)     "UNITED BANK ACCOUNTS" means all of the bank accounts, lock
                  boxes and safety deposit boxes of United and its Subsidiaries
                  or relating to the United Business as set forth in Schedule
                  "O" hereto;

         (nn)     "UNITED BUSINESS" means all aspects of any business conducted
                  by United and its Subsidiaries;

         (oo)     "UNITED CASH" means all cash on hand or on deposit to the
                  credit of United and its Subsidiaries on the Closing Date;

         (pp)     "UNITED COMMON SHARES" means the shares of Common Stock, par
                  value $.001 per share, in the capital of United;

         (qq)     "UNITED DEBT TO RELATED PARTIES" means the debts owed by
                  United and its Subsidiaries to any affiliate, director or
                  officer of United as described in Schedule "P" hereto;

         (rr)     "UNITED EQUIPMENT" means all machinery, equipment, furniture,
                  and furnishings used in the United Business, including,
                  without limitation, the items more particularly described in
                  Schedule "Q" hereto;

         (ss)     "UNITED FINANCIAL STATEMENTS" means, collectively, the audited
                  financial statements of United for the fiscal year ended
                  December 31, 2003, together with the auditors' report thereon,
                  and the unaudited consolidated financial statements of United
                  for the nine month period ended September 30,2004, true copies
                  of which are attached as Schedule "L" hereto;

         (tt)     "UNITED GOODWILL" means the goodwill of the United Business
                  including the right to all corporate, operating and trade
                  names associated with the United Business, or any variations
                  of such names as part of or in connection with the United
                  Business, all books and records and other information relating
                  to the United Business, all necessary licenses and
                  authorizations and any other rights used in connection with
                  the United Business;




         (uu)     "UNITED INSURANCE POLICIES" means the public liability
                  insurance and insurance against loss or damage to the United
                  Assets and the United Business as described in Schedule "R"
                  hereto;

         (vv)     "UNITED INTANGIBLE ASSETS" means all of the intangible assets
                  of United and its Subsidiaries, including, without limitation,
                  United Goodwill, all trademarks, logos, copyrights, designs,
                  and other intellectual and industrial property of United and
                  its Subsidiaries;

         (ww)     "UNITED INVENTORY" means all inventory and supplies of the
                  United Business as of September 30, 2004, as set forth in
                  Schedule "S" hereto;

         (xx)     "UNITED MATERIAL CONTRACTS" means the burden and benefit of
                  and the right, title and interest of United and its
                  Subsidiaries in, to and under all trade and non-trade
                  contracts, engagements or commitments, whether written or
                  oral, to which United or its Subsidiaries are entitled
                  whereunder United or its Subsidiaries are obligated to pay or
                  entitled to receive the sum of $10,000 or more including,
                  without limitation, any pension plans, profit sharing plans,
                  bonus plans, loan agreements, security agreements, indemnities
                  and guarantees, any agreements with employees, lessees,
                  licensees, managers, accountants, suppliers, agents,
                  distributors, officers, directors, attorneys or others which
                  cannot be terminated without liability on not more than one
                  month's notice, and those contracts listed in Schedule "T"
                  hereto;

         (yy)     "UNITED PREFERRED SHARES" means the shares of convertible
                  preferred stock in the capital of United, consisting of Series
                  A Preferred, par value $.001 per share ("UNITED SERIES A
                  PREFERRED Shares"), and Series B Preferred, par value $.001
                  per share ("UNITED SERIES B PREFERRED SHARES");

Any other terms defined within the text of this Agreement will have the meanings
so ascribed to them.

CAPTIONS AND SECTION NUMBERS

1.2 The headings and section references in this Agreement are for convenience of
reference only and do not form a part of this Agreement and are not intended to
interpret, define or limit the scope, extent or intent of this Agreement or any
provision thereof.

SECTION REFERENCES AND SCHEDULES

1.3 Any reference to a particular "Article", "section", "paragraph", "clause" or
other subdivision is to the particular Article, section, clause or other
subdivision of this Agreement and any reference to a Schedule by letter will
mean the appropriate Schedule attached to this Agreement and by such reference
the appropriate Schedule is incorporated into and made part of this Agreement.
The Schedules to this Agreement are as follows:

Information concerning Knockout

         Schedule "A"    Knockout Financial Statements
         Schedule "B"    Knockout Accounts Payable and Liabilities
         Schedule "C"    Knockout Accounts Receivable
         Schedule "D"    Knockout Bank Accounts
         Schedule "E"    Knockout Debts to Related Parties
         Schedule "F"    Knockout Equipment
         Schedule "G"    Knockout Insurance Policies



         Schedule "H"    Knockout Inventory
         Schedule  "I"   Knockout Material Contracts
         Schedule  "J"   Knockout Shareholders
         Schedule  "K"   Knockout Options and Warrants

Information concerning United

  Schedule "L" United Financial Statements
  Schedule "M" United Accounts Payable and Liabilities
  Schedule "N" United Accounts Receivable
  Schedule "O" United Bank Accounts
  Schedule "P" United Debts to Related Parties
  Schedule "Q" United Equipment
  Schedule "R" United Insurance Policies
  Schedule "S" United Inventory
  Schedule "T" United Material Contracts
  Schedule "U" United Certificate of Designation of Series A Preferred Shares
  Schedule "V" United Certificate of Designation of Series B Preferred Shares
  Schedule "W" United Options, Warrants or Preemptive Rights
  Schedule "X" United Common Stock to be Registered


Agreement Relating to Payment of Expenses

         Schedule "Y" Agreement Relating to Payment of Expenses

SEVERABILITY OF CLAUSES

1.4 If any part of this Agreement is declared or held to be invalid for any
reason, such invalidity will not affect the validity of the remainder which will
continue in full force and effect and be construed as if this Agreement had been
executed without the invalid portion, and it is hereby declared the intention of
the parties that this Agreement would have been executed without reference to
any portion which may, for any reason, be hereafter declared or held to be
invalid.

                                    ARTICLE 2
                                   THE MERGER

THE MERGER

2.1 At Closing, Merger Sub shall be merged with and into Knockout pursuant to
this Agreement and Plan of Merger, and the separate corporate existence of
Merger Sub shall cease, and Knockout, as it exists from and after the Closing,
shall be the Surviving Company.

EFFECT OF THE MERGER

2.2 The Merger shall have the effect provided therefor by the State Corporation
Law. Without limiting the generality of the foregoing, and subject thereto, at
Closing (i) all the rights, privileges, immunities, powers and franchises, of a
public as well as of a private nature, and all property, real, personal and
mixed, and all debts due on whatever account, including without limitation
subscriptions to shares, and all other choses in action, and all and every other
interest of or belonging to or due to Knockout or Merger Sub, as a group,
subject to the terms hereof, shall be taken and deemed to be transferred to, and
vested in, the Surviving Company without further act or deed; and all property,
rights and privileges, immunities, powers and franchises and all and every other
interest shall be thereafter as effectually the property of the Surviving
Company, as they were of Knockout and Merger Sub, as a group, and (ii) all
debts, liabilities, duties and obligations of Knockout and Merger Sub, as a
group, subject to the terms hereof, shall become the debts, liabilities and
duties of the Surviving Company and the Surviving Company shall thenceforth be
responsible and liable for all debts, liabilities, duties and obligations of
Knockout and Merger Sub, as a group, and neither the rights of creditors nor any
liens upon the property of Knockout or Merger Sub, as a group, shall be impaired
by the Merger, and may be enforced against the Surviving Company.




CERTIFICATE OF INCORPORATION; BYLAWS; DIRECTORS AND OFFICERS

2.3 The Certificate of Incorporation of the Surviving Company from and after the
Closing shall be the Certificate of Incorporation of Knockout until thereafter
amended in accordance with the provisions therein and as provided by the
applicable provisions of the State Corporation Law. The Bylaws of the Surviving
Company from and after the Closing shall be the Bylaws of Knockout as in effect
immediately prior to the Closing, continuing until thereafter amended in
accordance with their terms, the Certificate of Incorporation of the Surviving
Company and as provided by the State Corporation Law. The Directors of Knockout
at the Effective Time shall continue to be the Directors of the Surviving
Company.

EXCHANGE OF SECURITIES

2.4 At the Effective Time, by virtue of the Merger and without any action on the
part of Merger Sub or the Knockout Shareholders, the shares of capital stock of
each of Knockout and Merger Sub shall be exchanged as follows:

         (a)      Capital Stock of Merger Sub. Each issued and outstanding share
                  of Merger Sub's capital stock shall continue to be issued and
                  outstanding and shall be exchanged for one share of validly
                  issued, fully paid, and non-assessable common stock of the
                  Surviving Company. Each stock certificate of Merger Sub
                  evidencing ownership of any such shares shall continue to
                  evidence ownership of such shares of capital stock of the
                  Surviving Company.

         (b)      Exchange of Knockout Shares. At the Effective Time, each
                  Knockout Common Share that is then issued and outstanding
                  shall automatically be cancelled and extinguished and
                  exchanged, without any action on the part of the holder
                  thereof, for the right to receive at the time and in the
                  amounts described in this Agreement an amount of Acquisition
                  Shares equal to the number of Knockout Common Shares divided
                  by forty (40), so that forty (40) Common Shares of Knockout
                  shall become one United Series A Preferred Share. Fractional
                  Acquisition Shares shall be issued to the nearest one
                  thousandth of a share so that each full Knockout Common Share
                  will equal twenty-five one thousandths (.025) of an
                  Acquisition Share. All such Knockout Shares, when so
                  exchanged, shall no longer be outstanding and shall
                  automatically be cancelled and retired and shall cease to
                  exist, and each holder of a certificate representing any such
                  shares shall cease to have any rights with respect thereto,
                  except the right to receive the Acquisition Shares paid in
                  consideration therefor upon the surrender of such certificate
                  in accordance with this Agreement.

ADHERENCE WITH APPLICABLE SECURITIES LAWS

2.5 Knockout agrees on behalf of its shareholders that each Acquisition Share
shall bear a legend stating that the holder thereof agrees as a condition of
acquiring such shares that he is acquiring the Acquisition Shares for investment
purposes and will not offer, sell or otherwise transfer, pledge or hypothecate
any of the Acquisition Shares issued to them (other than pursuant to an
effective Registration Statement under the Securities Act of 1933, as amended)
directly or indirectly unless:




         (a)      the sale is to United;

         (b)      the sale is made pursuant to the exemption from registration
                  under the Securities Act of 1933, as amended, provided by Rule
                  144 thereunder; or

         (c)      the Acquisition Shares are sold in a transaction that does not
                  require registration under the Securities Act of 1933, as
                  amended, or any applicable United States state laws and
                  regulations governing the offer and sale of securities, and
                  the vendor has furnished to United an opinion of counsel to
                  that effect or such other written opinion as may be reasonably
                  required by United.

         United acknowledges that the certificates representing the Acquisition
Shares shall bear the following legend:

                  NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED
                  BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION
                  STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933, AS
                  AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN
                  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS
                  THEN IN FACT APPLICABLE TO SAID SHARES.


                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES
                                    OF UNITED

REPRESENTATIONS AND WARRANTIES

3.1 United represents and warrants in all material respects to Knockout, with
the intent that Knockout will rely thereon in entering into this Agreement and
in approving and completing the transactions contemplated hereby, that:

UNITED - CORPORATE STATUS AND CAPACITY

         (a)      Incorporation. United is a corporation duly incorporated and
                  validly subsisting under the laws of the State of Delaware,
                  and is in good standing with the office of the Secretary of
                  State for the State of Delaware;

         (b)      Carrying on Business. United does not currently conduct
                  business, except for (i) the actual operations of the
                  corporation and (ii) its ownership of a fifty percent interest
                  in AccessNewAge Corporation ("ACCESSNEWAGE") which owns and
                  operates an Internet website. United does not carry on any
                  other material business activity in any jurisdictions other
                  than as described in the immediately preceding sentence. The
                  nature of the United Business does not require United to
                  register or otherwise be qualified to carry on business in any
                  jurisdictions other than Delaware;

         (c)      Corporate Capacity. United has the corporate power, capacity
                  and authority to own the United Assets and to enter into and
                  complete this Agreement;




         (d)      Reporting Status; Listing. United is required to file current
                  reports with the Securities and Exchange Commission ("SEC")
                  pursuant to section 12(g) of the Securities Exchange Act of
                  1934, the United Common Shares are quoted on the OTC "Bulletin
                  Board", and all reports required to be filed by United with
                  the SEC or the OTC Bulletin Board have been timely filed.
                  United has no outstanding comment letters from the SEC or the
                  OTC Bulletin Board;

MERGER SUB - CORPORATE STATUS AND CAPACITY

         (e)      Incorporation. Merger Sub is a corporation duly incorporated
                  and validly subsisting under the laws of the State of
                  Delaware, and is in good standing with the office of the
                  Secretary of State for the State of Delaware;

         (f)      Carrying on Business. Other than corporate formation and
                  organization, Merger Sub has not carried on business
                  activities to date.

         (g)      Corporate Capacity. Merger Sub has the corporate power,
                  capacity and authority to enter into and complete this
                  Agreement;

UNITED - CAPITALIZATION

         (h)      Authorized Capital. The authorized capital of United consists
                  of twenty million (20,000,000) United Common Shares and one
                  million (1,000,000) United Preferred Shares, of which eight
                  million one hundred sixty-five thousand seven hundred forty
                  seven (8,165,747) United Common Shares are presently issued
                  and outstanding, and zero shares of Preferred Stock are
                  presently issued and outstanding. The authorized Preferred
                  Stock consists of eight hundred sixty-five thousand (865,000)
                  Series A Preferred Shares and one hundred thirty five thousand
                  (135,000) Series B Preferred Shares. The Certificates of the
                  Powers, Designations, Preferences and Rights ("CERTIFICATE OF
                  DESIGNATION") of the Series A and Series B Preferred Shares
                  are set forth as Schedules U and V hereto and have been duly
                  filed with the Secretary of State of the State of Delaware. -

         (i)      United Shares Issued and Outstanding after Closing. The issued
                  and outstanding share capital of United will after Closing
                  consist of eight million nine hundred eighty-two thousand
                  three hundred twenty-two (8,982,322) Common Shares, seven
                  hundred ninety four thousand seven hundred thirty-four
                  (794,734) Series A Preferred Shares and one hundred twenty
                  seven thousand nine hundred fifty (127,950) Series B Preferred
                  Shares, which shares on Closing shall be validly issued and
                  outstanding as fully paid and non-assessable shares. The
                  Series A and Series B Preferred Shares will on Closing be free
                  and clear of any and all liens, charges, pledges,
                  encumbrances, restrictions on transfer and adverse claims
                  whatsoever;

         (j)      No Option. No person, firm or corporation has any agreement or
                  option or any right capable of becoming an agreement or option
                  for the acquisition of United Common Shares or for the
                  purchase, subscription or issuance of any of the unissued
                  shares in the capital of United.

         (k)      Capacity. United has the full right, power and authority to
                  enter into this Agreement on the terms and conditions
                  contained herein;

MERGER SUB CAPITALIZATION

         (l)      Authorized Capital. The authorized capital of Merger Sub
                  consists of 200 shares of common stock, $0.01 par value, of
                  which one share of common stock is presently issued and
                  outstanding;




         (m)      No Option. No person, firm or corporation has any agreement or
                  option or any right capable of becoming an agreement Merger
                  Sub or for the purchase, subscription or issuance of any of
                  the unissued shares in the capital of Merger Sub;

         (n)      Capacity. Merger Sub has the full right, power and authority
                  to enter into this Agreement on the terms and conditions
                  contained herein;

UNITED - RECORDS AND FINANCIAL STATEMENTS

         (o)      Charter Documents. The charter documents of United and Merger
                  Sub have not been altered since the incorporation of each,
                  respectively, except as filed in the record books of United or
                  Merger Sub, as the case may be;

         (p)      Corporate Minute Books. The corporate minute books of United
                  and its Subsidiaries are complete and each of the minutes
                  contained therein accurately reflect the actions that were
                  taken at a duly called and held meeting or by consent without
                  a meeting. All actions by United and its Subsidiaries which
                  required director or shareholder approval are reflected on the
                  corporate minute books of United and its Subsidiaries. United
                  and its Subsidiaries are not in violation or breach of, or in
                  default with respect to, any term of their respective
                  Certificates of Incorporation (or other charter documents) or
                  by-laws.

         (q)      United Financial Statements. The United Financial Statements
                  present fairly, in all material respects, the assets and
                  liabilities (whether accrued, absolute, contingent or
                  otherwise) of United, as of the respective dates thereof, and
                  the sales and earnings of the United Business during the
                  periods covered thereby, in all material respects and have
                  been prepared in substantial accordance with generally
                  accepted accounting principles consistently applied;

         (r)      United Accounts Payable and Liabilities. There are no material
                  liabilities, contingent or otherwise, of United or its
                  Subsidiaries which are not disclosed in Schedule "M" hereto or
                  reflected in the United Financial Statements except those
                  incurred in the ordinary course of business since the date of
                  the said schedule and the United Financial Statements, and
                  neither United nor its Subsidiaries have guaranteed or agreed
                  to guarantee any debt, liability or other obligation of any
                  person, firm or corporation. Without limiting the generality
                  of the foregoing, all accounts payable and liabilities of
                  United and its Subsidiaries as of the date hereof are
                  described in Schedule "M" hereto;

         (s)      United Accounts Receivable. All the United Accounts Receivable
                  result from bona fide business transactions and services
                  actually rendered without, to the knowledge and belief of
                  United, any claim by the obligor for set-off or counterclaim;

         (t)      United Bank Accounts. All of the United Bank Accounts, their
                  location, numbers and the authorized signatories thereto are
                  as set forth in Schedule "O" hereto;

         (u)      No Debt to Related Parties. Except as disclosed in Schedule
                  "P" hereto, neither United nor its Subsidiaries are, and on
                  Closing will not be, materially indebted to any affiliate,
                  director or officer of United except accounts payable on
                  account of bona fide business transactions of United incurred
                  in normal course of the United Business, including employment
                  agreements, none of which are more than 30 days in arrears;




         (v)      No Related Party Debt to United. No director or officer or
                  affiliate of United is now indebted to or under any financial
                  obligation to United or its Subsidiaries on any account
                  whatsoever, except for advances on account of travel and other
                  expenses not exceeding $5,000 in total;

         (w)      No Dividends. No dividends or other distributions on any
                  shares in the capital of United have been made, declared or
                  authorized since the date of United Financial Statements;

         (x)      No Payments. No payments of any kind have been made or
                  authorized since the date of the United Financial Statements
                  to or on behalf of officers, directors, shareholders or
                  employees of United or its Subsidiaries or under any
                  management agreements with United or its Subsidiaries, except
                  payments made in the ordinary course of business and at the
                  regular rates of salary or other remuneration payable to them;

         (y)      No Pension Plans. There are no pension, profit sharing, group
                  insurance or similar plans or other deferred compensation
                  plans affecting United or its Subsidiaries;

         (z)      No Adverse Events. Since the date of the United Financial
                  Statements

                  (i)      there has not been any material adverse change in the
                           financial position or condition of United, its
                           Subsidiaries, its liabilities or the United Assets or
                           any damage, loss or other change in circumstances
                           materially affecting United, the United Business or
                           the United Assets or United' right to carry on the
                           United Business, other than changes in the ordinary
                           course of business,

                  (ii)     there has not been any damage, destruction, loss or
                           other event (whether or not covered by insurance)
                           materially and adversely affecting United, its
                           Subsidiaries, the United Business or the United
                           Assets,

                  (iii)    there has not been any material increase in the
                           compensation payable or to become payable by United
                           to any of United's officers, employees or agents or
                           any bonus, payment or arrangement made to or with any
                           of them,

                  (iv)     the United Business has been and continues to be
                           carried on in the ordinary course,

                  (v)      United has not waived or surrendered any right of
                           material value,

                  (vi)     Neither United nor its Subsidiaries have discharged
                           or satisfied or paid any lien or encumbrance or
                           obligation or liability other than current
                           liabilities in the ordinary course of business, and

                  (vii)    no capital expenditures in excess of $10,000
                           individually or $30,000 in total have been authorized
                           or made.

UNITED - INCOME TAX MATTERS

         (aa)     Tax Returns. All tax returns and reports of United and its
                  Subsidiaries required by law to be filed have been filed and
                  are true, complete and correct, and any taxes payable in
                  accordance with any return filed by United and its
                  Subsidiaries or in accordance with any notice of assessment or
                  reassessment issued by any taxing authority have been so paid;




         (bb)     Current Taxes. Adequate provisions have been made for taxes
                  payable for the current period for which tax returns are not
                  yet required to be filed and there are no agreements, waivers,
                  or other arrangements providing for an extension of time with
                  respect to the filing of any tax return by, or payment of, any
                  tax, governmental charge or deficiency by United or its
                  Subsidiaries. United is not aware of any contingent tax
                  liabilities or any grounds which would prompt a reassessment
                  including aggressive treatment of income and expenses in
                  filing earlier tax returns;

UNITED - APPLICABLE LAWS AND LEGAL MATTERS

         (cc)     Licenses. United and its Subsidiaries hold all licenses and
                  permits as may be requisite for carrying on the United
                  Business in the manner in which it has heretofore been carried
                  on, which licenses and permits have been maintained and
                  continue to be in good standing except where the failure to
                  obtain or maintain such licenses or permits would not have a
                  material adverse effect on the United Business;

         (dd)     Applicable Laws. Neither United nor its Subsidiaries have been
                  charged with or received notice of breach of any laws,
                  ordinances, statutes, regulations, by-laws, orders or decrees
                  to which they are subject or which apply to them the violation
                  of which would have a material adverse effect on the United
                  Business, and to United' knowledge, neither United nor its
                  Subsidiaries are in breach of any laws, ordinances, statutes,
                  regulations, bylaws, orders or decrees the contravention of
                  which would result in a material adverse impact on the United
                  Business;

         (ee)     Pending or Threatened Litigation. There is no material
                  litigation or administrative or governmental proceeding
                  pending or threatened against or relating to United, its
                  Subsidiaries, the United Business, or any of the United Assets
                  nor does United have any knowledge of any deliberate act or
                  omission of United or its Subsidiaries that would form any
                  material basis for any such action or proceeding;

         (ff)     No Bankruptcy. Neither United nor its Subsidiaries have made
                  any voluntary assignment or proposal under applicable laws
                  relating to insolvency and bankruptcy and no bankruptcy
                  petition has been filed or presented against United or its
                  Subsidiaries and no order has been made or a resolution passed
                  for the winding-up, dissolution or liquidation of United or
                  its Subsidiaries;

         (gg)     Labor Matters. Neither United nor its Subsidiaries are party
                  to any collective agreement relating to the United Business
                  with any labor union or other association of employees and no
                  part of the United Business has been certified as a unit
                  appropriate for collective bargaining or, to the knowledge of
                  United, has made any attempt in that regard;

         (hh)     Finder's Fees. Neither United nor its Subsidiaries are party
                  to any agreement which provides for the payment of finder's
                  fees, brokerage fees, commissions or other fees or amounts
                  which are or may become payable to any third party in
                  connection with the execution and delivery of this Agreement
                  and the transactions contemplated herein;

EXECUTION AND PERFORMANCE OF AGREEMENT




         (ii)     Authorization and Enforceability. The execution and delivery
                  of this Agreement, and the completion of the transactions
                  contemplated hereby, have been duly and validly authorized by
                  all necessary corporate action on the part of United and
                  Merger Sub.

         (jj)     No Violation or Breach. The execution and performance of this
                  Agreement will not:

                  (i)      violate the charter documents of United or Merger Sub
                           or result in any breach of, or default under, any
                           loan agreement, mortgage, deed of trust, or any other
                           agreement to which United or its Subsidiaries are
                           party,

                  (ii)     give any person any right to terminate or cancel any
                           agreement including, without limitation, the United
                           Material Contracts, or any right or rights enjoyed by
                           United or its Subsidiaries,

                  (iii)    result in any alteration of United' or its
                           Subsidiaries' obligations under any agreement to
                           which United or its Subsidiaries are party including,
                           without limitation, the United Material Contracts,

                  (iv)     result in the creation or imposition of any lien,
                           encumbrance or restriction of any nature whatsoever
                           in favor of a third party upon or against the United
                           Assets,

                  (v)      result in the imposition of any tax liability to
                           United or its Subsidiaries relating to the United
                           Assets, or

                  (vi)     violate any court order or decree to which either
                           United or its Subsidiaries are subject;

THE UNITED ASSETS - OWNERSHIP AND CONDITION

         (kk)     Business Assets. The United Assets comprise all of the
                  property and assets of the United Business, and no other
                  person, firm or corporation owns any assets used by United or
                  its Subsidiaries in operating the United Business, whether
                  under a lease, rental agreement or other arrangement, other
                  than as disclosed in Schedules "Q" or "T" hereto;

         (ll)     Title. United or its Subsidiaries are the legal and beneficial
                  owner of the United Assets, free and clear of all mortgages,
                  liens, charges, pledges, security interests, encumbrances or
                  other claims whatsoever, save and except as disclosed in
                  Schedules "Q" or "T" hereto;

         (mm)     No Option. No person, firm or corporation has any agreement or
                  option or a right capable of becoming an agreement for the
                  purchase of any of the United Assets;

         (nn)     United Insurance Policies. United and its Subsidiaries
                  maintain the public liability insurance and insurance against
                  loss or damage to the United Assets and the United Business as
                  described in Schedule "R" hereto;

         (oo)     United Material Contracts. The United Material Contracts
                  listed in Schedule "T" constitute all of the material
                  contracts of United and its Subsidiaries;




         (pp)     No Default. There has not been any default in any material
                  obligation of United or any other party to be performed under
                  any of the United Material Contracts, each of which is in good
                  standing and in full force and effect and unamended (except as
                  disclosed in Schedule "T" hereto), and United is not aware of
                  any default in the obligations of any other party to any of
                  the United Material Contracts;

         (qq)     No Compensation on Termination. There are no agreements,
                  commitments or understandings relating to severance pay or
                  separation allowances on termination of employment of any
                  employee of United or its Subsidiaries. Neither United nor its
                  Subsidiaries are obliged to pay benefits or share profits with
                  any employee after termination of employment except as
                  required by law;

UNITED ASSETS - UNITED EQUIPMENT

         (rr)     United Equipment. The United Equipment has been maintained in
                  a manner consistent with that of a reasonably prudent owner
                  and such equipment is in good working condition;

UNITED ASSETS - UNITED GOODWILL AND OTHER ASSETS

         (ss)     United Goodwill. United and its Subsidiaries does not carry on
                  the United Business under any other business or trade names.
                  United does not have any knowledge of any infringement by
                  United or its Subsidiaries of any patent, trademarks,
                  copyright or trade secret;

THE UNITED BUSINESS

         (tt)     Maintenance of Business. Since the date of the United
                  Financial Statements, United and its Subsidiaries have not
                  entered into any material agreement or commitment except in
                  the ordinary course and except as disclosed herein;

         (uu)     Ownership of Subsidiaries. Except for Merger Sub and a fifty
                  percent interest in AccessNewAge, United does not own any
                  Subsidiaries and does not otherwise own, directly or
                  indirectly, any shares or interest in any other corporation,
                  partnership, joint venture or firm. AccessNewAge is the only
                  Subsidiary of United, and all representations and warranties
                  made by United with respect to AccessNewAge in this Agreement
                  are deemed to be qualified by material adverse effect on the
                  United Business, so that if a representation and warranty as
                  to AccessNewAge is untrue, United shall not be deemed to have
                  breached its obligations under this Agreement if the breach of
                  such representation and warranty does not have a material
                  adverse effect on the United Business;

UNITED - ACQUISITION SHARES

         (vv)     Acquisition Shares. The Acquisition Shares when delivered to
                  the holders of Knockout Shares pursuant to the Merger shall be
                  validly issued and outstanding as fully paid and
                  non-assessable shares and the Acquisition Shares shall be
                  transferable upon the books of United, in all cases subject to
                  the provisions and restrictions of all applicable securities
                  laws.

NON-MERGER AND SURVIVAL

3.2 The representations and warranties of United contained herein will be true
at and as of Closing in all material respects as though such representations and
warranties were made as of such time. Notwithstanding the completion of the
transactions contemplated hereby, the waiver of any condition contained herein
(unless such waiver expressly releases a party from any such representation or
warranty) or any investigation made by Knockout, the representations and
warranties of United shall not survive the Closing.





                                    ARTICLE 4
                               COVENANTS OF UNITED

COVENANTS

4.1      United covenants and agrees with Knockout that it will:

         (a)      Conduct of Business. Until the Closing, conduct its business
                  diligently and in the ordinary course consistent with the
                  manner in which it generally has been operated up to the date
                  of execution of this Agreement;

         (b)      Preservation of Business. Until the Closing, use its best
                  efforts to preserve the United Business and the United Assets
                  and, without limitation, preserve for Knockout United's and
                  its Subsidiaries' relationships with any third party having
                  business relations with them;

         (c)      Access. Until the Closing, give Knockout and its
                  representatives full access to all of the properties, books,
                  contracts, commitments and records of United, and furnish to
                  Knockout and its representatives all such information as they
                  may reasonably request;

         (d)      Procure Consents. Until the Closing, take all reasonable steps
                  required to obtain, prior to Closing, any and all third party
                  consents required to permit the Merger and to preserve and
                  maintain the United Assets notwithstanding the change in
                  control of Knockout arising from the Merger; and

         (e)      Options and Warrants. Effective as of the Closing, assume all
                  outstanding options and warrants to purchase Knockout Shares
                  which have not then been exercised so that all then
                  outstanding options and warrants which give the holder thereof
                  a right to purchase Knockout Common Shares will be exchanged
                  for options to purchase United Series A Preferred Shares in
                  the case of options ("NEW OPTIONS") and warrants to purchase
                  United Series A Preferred Shares in the case of warrants ("NEW
                  WARRANTS"), based on the conversion ratio applicable to the
                  Merger, so that each option or warrant to purchase one share
                  of Knockout Common Stock will become an option or warrant to
                  purchase one fortieth of a United Series A Preferred Share;
                  and the option or warrant price for each United Series A
                  Preferred Share will become 40 times the strike price of such
                  Knockout option or warrant; and the options and warrants shall
                  otherwise be subject to all of the same terms and conditions
                  as the outstanding options and warrants were subject to with
                  respect to Knockout. For example, a holder of an unexercised
                  option or warrant to purchase one hundred shares of Knockout
                  at $1 per share will have the right as of the Closing to
                  purchase two and one half United Series A Preferred Shares at
                  $40 per share. Each such New Option or New Warrant shall
                  automatically become an option or warrant to purchase United
                  Common Shares upon the close of the 75-day period referred to
                  in Section 10(e) hereof so that, upon the close of such
                  period, an option or warrant to purchase one United Series A
                  Preferred Share shall become an option or warrant to purchase
                  forty United Common Shares and the strike price for each New
                  Option or Warrant to purchase one United Common Share shall
                  equal one fortieth of the strike price for each such New
                  Option or New Warrant immediately prior to the close of such
                  75-day period.




         (f)      Convertible Notes. Effective as of the Closing, assume the
                  conversion obligation, but not the debt obligation, under all
                  convertible notes of Knockout which give the holder the right
                  to convert such debt to Knockout Common Shares and which have
                  not then been converted, so that all then outstanding
                  convertible notes of Knockout will be exchanged for new
                  convertible notes of Knockout ("NEW CONVERTIBLE NOTES") which
                  give the holder thereof the right to convert such notes to
                  United Series A Preferred Shares based on the conversion ratio
                  applicable to the Merger, so that each such convertible note
                  giving the holder the right to convert to one share of
                  Knockout Common Stock shall become a right to convert to one
                  fortieth of a United Series A Preferred Share; and the
                  conversion price for each United Series A Preferred Share
                  under such New Convertible Notes will become 40 times the
                  strike price of such convertible note; and the convertible
                  notes shall otherwise be subject to all of the same terms and
                  conditions as the outstanding convertible notes were subject
                  to prior to the Merger. For example, a holder of an
                  unexercised note convertible to one hundred shares of Knockout
                  at $1 per share will have the right as of the Closing to
                  convert such note to two and one half United Series A
                  Preferred Shares at $40 per share. Each such New Convertible
                  Note shall automatically become a convertible note to purchase
                  United Common Stock upon the close of the 75-day period
                  referred to in Section 10(e) hereof so that upon the close of
                  such period a New Convertible Note giving the holder the right
                  to convert to one United Series A Preferred Share shall become
                  a convertible note giving the holder the right to convert to
                  forty United Common Shares and the strike price for each New
                  Convertible Note to convert to one United Common Share shall
                  equal one fortieth of the strike price for each such New
                  Convertible Note immediately prior to the close of such 75-day
                  period.

         (g)      Filings and Applications. Cooperate fully with Knockout in
                  furnishing any necessary information required in connection
                  with the preparation, distribution and filing of any filings,
                  applications and notices which may be required by federal,
                  state and local governmental or regulatory agencies

AUTHORIZATION

4.2 United hereby agrees to authorize and direct any and all federal, state,
municipal, foreign and international governments and regulatory authorities
having jurisdiction respecting United and its Subsidiaries to release any and
all information in their possession respecting United and its Subsidiaries to
Knockout. United shall promptly execute and deliver to Knockout any and all
consents to the release of information and specific authorizations which
Knockout reasonably requires to gain access to any and all such information.

SURVIVAL

4.3 The covenants set forth in this Article shall survive the Closing for the
benefit of Knockout.


                                    ARTICLE 5
                        REPRESENTATIONS AND WARRANTIES OF
                                    KNOCKOUT

REPRESENTATIONS AND WARRANTIES

5.1 Knockout represents and warrants in all material respects to United, with
the intent that it will rely thereon in entering into this Agreement and in
approving and completing the transactions contemplated hereby, that:




KNOCKOUT - CORPORATE STATUS AND CAPACITY

         (a)      Incorporation. Knockout is a corporation duly incorporated and
                  validly subsisting under the laws of the State of Delaware,
                  and is in good standing with the office of the Secretary of
                  State for the State of Delaware;

         (b)      Carrying on Business. Knockout carries on business primarily
                  in the State of Illinois and does not carry on any material
                  business activity in any other jurisdiction. Knockout has an
                  office in Northlake, IL and in no other locations. Knockout is
                  duly authorized to carry on such business in Illinois and is
                  in good standing with the office of the Secretary of State for
                  the State of Illinois. The nature of the Knockout Business
                  does not require Knockout to register or otherwise be
                  qualified to carry on business in any other jurisdiction;

         (c)      Corporate Capacity. Knockout has the corporate power, capacity
                  and authority to own Knockout Assets, to carry on the Business
                  of Knockout and to enter into and complete this Agreement;

KNOCKOUT - CAPITALIZATION

         (d)      Authorized Capital. The authorized capital of Knockout
                  consists of two hundred fifty million (250,000,000) Common
                  Shares consisting of: (v) two hundred forty eight million five
                  hundred thousand (248,500,000) voting Common Shares, $.01 par
                  value per share, (w) one million five hundred thousand
                  (1,500,000) non-voting Common Shares, $.01 par value per
                  share, (x) one million four hundred thirty thousand
                  (1,430,000) Series A Preferred Shares, (y) two hundred thirty
                  thousand (230,000) Series B Preferred Shares and (z)
                  twenty-five (25,000) Series C Preferred Shares;

         (e)      No Option. Except as set forth on Schedule "K," no person,
                  firm or corporation has any agreement, option, warrant,
                  convertible note, preemptive right or any other right capable
                  of becoming an agreement or option for the acquisition of
                  Knockout Shares held by the Knockout shareholder or for the
                  purchase, subscription or issuance of any of the unissued
                  shares in the capital of Knockout;

         (f)      No Restrictions. There are no restrictions on the transfer,
                  sale or other disposition of Knockout Shares contained in the
                  charter documents of Knockout or under any agreement;

KNOCKOUT - RECORDS AND FINANCIAL STATEMENTS

         (g)      Charter Documents. The charter documents of Knockout have not
                  been altered since its incorporation date, except as filed in
                  the record books of Knockout;

         (h)      Corporate Minute Books. The corporate minute books of Knockout
                  are complete and each of the minutes contained therein
                  accurately reflect the actions that were taken at a duly
                  called and held meeting or by consent without a meeting. All
                  actions by Knockout which required director or shareholder
                  approval are reflected on the corporate minute books of
                  Knockout. Knockout is not in violation or breach of, or in
                  default with respect to, any term of its Certificates of
                  Incorporation (or other charter documents) or by-laws.




         (i)      Knockout Financial Statements. The Knockout Financial
                  Statements present fairly, in all material respects, the
                  assets and liabilities (whether accrued, absolute, contingent
                  or otherwise) of Knockout, on consolidated basis, as of the
                  respective dates thereof, and the sales and earnings of the
                  Knockout Business during the periods covered thereby, in all
                  material respects, and have been prepared in substantial
                  accordance with generally accepted accounting principles
                  consistently applied;

         (j)      Knockout Accounts Payable and Liabilities. There are no
                  material liabilities, contingent or otherwise, of Knockout
                  which are not disclosed in Schedule "B" hereto or reflected in
                  the Knockout Financial Statements except those incurred in the
                  ordinary course of business since the date of the said
                  schedule and the Knockout Financial Statements, and Knockout
                  has not guaranteed or agreed to guarantee any debt, liability
                  or other obligation of any person, firm or corporation.
                  Without limiting the generality of the foregoing, all accounts
                  payable and liabilities of Knockout as of September 30, 2004
                  are described in Schedule "B" hereto;

         (k)      Knockout Accounts Receivable. All Knockout Accounts Receivable
                  result from bona fide business transactions and services
                  actually rendered without, to the knowledge and belief of
                  Knockout, any claim by the obligor for set-off or
                  counterclaim;

         (l)      Knockout Bank Accounts. All of the Knockout Bank Accounts,
                  their location, numbers and the authorized signatories thereto
                  are as set forth in Schedule "D" hereto;

         (m)      No Debt to Related Parties. Except as disclosed in Schedule
                  "E" hereto, Knockout is not, and on Closing will not be,
                  materially indebted to any Knockout Shareholder nor to any
                  family member thereof, nor to any affiliate, director or
                  officer of Knockout except accounts payable on account of bona
                  fide business transactions of Knockout incurred in normal
                  course of Knockout Business, none of which are more than 30
                  days in arrears;

         (n)      No Related Party Debt to Knockout. No director, officer or
                  affiliate of Knockout are now indebted to or under any
                  financial obligation to Knockout on any account whatsoever,
                  except for advances on account of travel and other expenses
                  not exceeding $5,000 in total;

         (o)      No Dividends. No dividends or other distributions on any
                  shares in the capital of Knockout have been made, declared or
                  authorized since the date of the Knockout Financial
                  Statements;

         (p)      No Payments. Except as disclosed in Schedule "E," no payments
                  of any kind are contemplated at the Closing of the Merger
                  other than the Merger consideration as described in Exhibit A
                  and no payments of any kind have been made or authorized since
                  the date of the Knockout Financial Statements to or on behalf
                  of officers, directors, shareholders or employees of Knockout
                  or under any management agreements with Knockout, except
                  payments made in the ordinary course of business and at the
                  regular rates of salary or other remuneration payable to them;

         (q)      No Pension Plans. There are no pension, profit sharing, group
                  insurance or similar plans or other deferred compensation
                  plans affecting Knockout;

         (r)      No Adverse Events. Since the date of the Knockout Financial
                  Statements:




         (i)      there has not been any material adverse change in the
                  consolidated financial position or condition of Knockout, its
                  liabilities or the Knockout Assets or any damage, loss or
                  other change in circumstances materially affecting Knockout,
                  the Knockout Business or the Knockout Assets or Knockout's
                  right to carry on the Knockout Business, other than changes in
                  the ordinary course of business,

         (ii)     there has not been any damage, destruction, loss or other
                  event (whether or not covered by insurance) materially and
                  adversely affecting Knockout, the Knockout Business or the
                  Knockout Assets,

         (iii)    except as disclosed in Schedule "E," there has not been any
                  material increase in the compensation payable or to become
                  payable by Knockout to any of Knockout's officers, employees
                  or agents or any bonus, payment or arrangement made to or with
                  any of them,

         (iv)     the Knockout Business has been and continues to be carried on
                  in the ordinary course,

         (v)      Knockout has not waived or surrendered any right of material
                  value,

         (vi)     Knockout has not discharged or satisfied or paid any lien or
                  encumbrance or obligation or liability other than current
                  liabilities in the ordinary course of business, and

         (vii)    no capital expenditures in excess of $100,000 individually or
                  $300,000 in total have been authorized or made;

KNOCKOUT - INCOME TAX MATTERS

         (s)      Tax Returns. All tax returns and reports of Knockout required
                  by law to be filed have been filed and are true, complete and
                  correct in all material respects, and any taxes payable in
                  accordance with any return filed by Knockout or in accordance
                  with any notice of assessment or reassessment issued by any
                  taxing authority have been so paid; notwithstanding the
                  foregoing, Knockout has not filed, and has not been required
                  to file, any income tax returns with respect to its own
                  income;

         (t)      Current Taxes. Adequate provisions have been made for taxes
                  payable for the current period for which tax returns are not
                  yet required to be filed and there are no agreements, waivers,
                  or other arrangements providing for an extension of time with
                  respect to the filing of any tax return by, or payment of, any
                  tax, governmental charge or deficiency by Knockout. Knockout
                  is not aware of any contingent tax liabilities or any grounds
                  which would prompt a reassessment including aggressive
                  treatment of income and expenses in filing earlier tax
                  returns;

KNOCKOUT - APPLICABLE LAWS AND LEGAL MATTERS

         (u)      Licenses. Knockout holds all licenses and permits as may be
                  requisite for carrying on the Knockout Business in the manner
                  in which it has heretofore been carried on, which licenses and
                  permits have been maintained and continue to be in good
                  standing except where the failure to obtain or maintain such
                  licenses or permits would not have a material adverse effect
                  on the Knockout Business;




         (v)      Applicable Laws. Knockout has not been charged with or
                  received notice of breach of any laws, ordinances, statutes,
                  regulations, by-laws, orders or decrees to which it is subject
                  or which applies to it the violation of which would have a
                  material adverse effect on the Knockout Business, and, to
                  Knockout's knowledge, Knockout is not in breach of any laws,
                  ordinances, statutes, regulations, by-laws, orders or decrees
                  the contravention of which would result in a material adverse
                  impact on the Knockout Business;

         (w)      Pending or Threatened Litigation. There is no material
                  litigation or administrative or governmental proceeding
                  pending or threatened against or relating to Knockout, the
                  Knockout Business, or any of the Knockout Assets, nor does
                  Knockout have any knowledge of any deliberate act or omission
                  of Knockout that would form any material basis for any such
                  action or proceeding;

         (x)      No Bankruptcy. Knockout has not made any voluntary assignment
                  or proposal under applicable laws relating to insolvency and
                  bankruptcy and no bankruptcy petition has been filed or
                  presented against Knockout and no order has been made or a
                  resolution passed for the winding-up, dissolution or
                  liquidation of Knockout;

         (y)      Labor Matters. Knockout is not a party to any collective
                  agreement relating to the Knockout Business with any labor
                  union or other association of employees and no part of the
                  Knockout Business has been certified as a unit appropriate for
                  collective bargaining or, to the knowledge of Knockout, has
                  made any attempt in that regard and Knockout has no reason to
                  believe that any current employees will leave Knockout's
                  employ as a result of this Merger.

         (z)      Finder's Fees. Knockout is not a party to any agreement which
                  provides for the payment of finder's fees, brokerage fees,
                  commissions or other fees or amounts which are or may become
                  payable to any third party in connection with the execution
                  and delivery of this Agreement and the transactions
                  contemplated herein, except for an agreement providing for
                  fees payable to Xxxxxx Capital;

EXECUTION AND PERFORMANCE OF AGREEMENT

         (aa)     Authorization and Enforceability. The execution and delivery
                  of this Agreement, and the completion of the transactions
                  contemplated hereby, have been duly and validly authorized by
                  all necessary corporate action on the part of Knockout;

         (bb)     No Violation or Breach. The execution and performance of this
                  Agreement will not

                  (i)      violate the charter documents of Knockout or result
                           in any breach of, or default under, any loan
                           agreement, mortgage, deed of trust, or any other
                           agreement to which Knockout is a party,

                  (ii)     give any person any right to terminate or cancel any
                           agreement including, without limitation, Knockout
                           Material Contracts, or any right or rights enjoyed by
                           Knockout,

                  (iii)    result in any alteration of Knockout's obligations
                           under any agreement to which Knockout is a party
                           including, without limitation, the Knockout Material
                           Contracts,

                  (iv)     result in the creation or imposition of any lien,
                           encumbrance or restriction of any nature whatsoever
                           in favor of a third party upon or against the
                           Knockout Assets,




                  (v)      result in the imposition of any tax liability to
                           Knockout relating to Knockout Assets or the Knockout
                           Shares, or

                  (vi)     violate any court order or decree to which either
                           Knockout is subject;

KNOCKOUT ASSETS - OWNERSHIP AND CONDITION

         (cc)     Business Assets. The Knockout Assets comprise all of the
                  property and assets of the Knockout Business, and no other
                  person, firm or corporation owns any assets used by Knockout
                  in operating the Knockout Business, whether under a lease,
                  rental agreement or other arrangement, other than as disclosed
                  in Schedules "F" or "I" hereto;

         (dd)     Title. Knockout is the legal and beneficial owner of the
                  Knockout Assets, free and clear of all mortgages, liens,
                  charges, pledges, security interests, encumbrances or other
                  claims whatsoever, save and except as disclosed in Schedules
                  "F" or "I" hereto;

         (ee)     No Option. No person, firm or corporation has any agreement or
                  option or a right capable of becoming an agreement for the
                  purchase of any of the Knockout Assets;

         (ff)     Knockout Insurance Policies. Knockout maintains the public
                  liability insurance and insurance against loss or damage to
                  the Knockout Assets and the Knockout Business as described in
                  Schedule "G" hereto;

         (gg)     Knockout Material Contracts. The Knockout Material Contracts
                  listed in Schedule "I" constitute all of the material
                  contracts of Knockout;

         (hh)     No Default. There has not been any default in any material
                  obligation of Knockout or any other party to be performed
                  under any of Knockout Material Contracts, each of which is in
                  good standing and in full force and effect and unamended
                  (except as disclosed in Schedule "I"), and Knockout is not
                  aware of any default in the obligations of any other party to
                  any of the Knockout Material Contracts;

         (ii)     No Compensation on Termination. Except as disclosed in
                  Schedule "E," there are no agreements, commitments or
                  understandings relating to severance pay or separation
                  allowances on termination of employment of any employee of
                  Knockout. Knockout is not obliged to pay benefits or share
                  profits with any employee after termination of employment
                  except as required by law;

KNOCKOUT ASSETS - KNOCKOUT EQUIPMENT

         (jj)     Knockout Equipment. The Knockout Equipment has been maintained
                  in a manner consistent with that of a reasonably prudent owner
                  and such equipment is in good working condition;

KNOCKOUT ASSETS - KNOCKOUT GOODWILL AND OTHER ASSETS

         (kk)     Knockout Goodwill. Knockout carries on the Knockout Business
                  only under the name "Knockout Holdings, Inc." and variations
                  thereof and under no other business or trade names. Knockout
                  does not have any knowledge of any infringement by Knockout of
                  any patent, trademark, copyright or trade secret;




THE BUSINESS OF KNOCKOUT

         (ll)     Maintenance of Business. Since the date of the Knockout
                  Financial Statements, the Knockout Business has been carried
                  on in the ordinary course and Knockout has not entered into
                  any material agreement or commitment except in the ordinary
                  course; and

         (mm)     Subsidiaries. Knockout does not own any Subsidiaries and does
                  not otherwise own, directly or indirectly, any shares or
                  interest in any other corporation, partnership, joint venture
                  or firm.

NON-MERGER AND SURVIVAL

5.2 The representations and warranties of Knockout contained herein will be true
at and as of Closing in all material respects as though such representations and
warranties were made as of such time. Notwithstanding the completion of the
transactions contemplated hereby, the waiver of any condition contained herein
(unless such waiver expressly releases a party from any such representation or
warranty) or any investigation made by United, the representations and
warranties of Knockout shall not survive the Closing.

                                    ARTICLE 6
                              COVENANTS OF KNOCKOUT

COVENANTS

6.1 Knockout covenants and agrees with United that it will:

         (a)      Conduct of Business. Until the Closing, conduct the Knockout
                  Business diligently and in the ordinary course consistent with
                  the manner in which the Knockout Business generally has been
                  operated up to the date of execution of this Agreement;

         (b)      Preservation of Business. Until the Closing, use their best
                  efforts to preserve the Knockout Business and the Knockout
                  Assets and, without limitation, preserve for United Knockout's
                  relationships with their suppliers, customers and others
                  having business relations with them;

         (c)      Access. Until the Closing, give United and its representatives
                  full access to all of the properties, books, contracts,
                  commitments and records of Knockout relating to Knockout, the
                  Knockout Business and the Knockout Assets, and furnish to
                  United and its representatives all such information as they
                  may reasonably request;

         (d)      Procure Consents. Until the Closing, take all reasonable steps
                  required to obtain, prior to Closing, any and all third party
                  consents required to permit the Merger and to preserve and
                  maintain the Knockout Assets, including the Knockout Material
                  Contracts, notwithstanding the change in control of Knockout
                  arising from the Merger;

         (e)      Conversion of Knockout Preferred Shares to Knockout Common
                  Shares. Immediately prior to the Merger, cause each Knockout
                  Preferred Share to be automatically converted into Knockout
                  Common Shares as follows: each Knockout Series A Preferred
                  Share shall be converted into one Knockout Common Shares; each
                  Knockout Series B Preferred Share shall be converted into one
                  Knockout Common Shares and each Knockout Series C Preferred
                  Share shall be converted into one hundred Knockout Common
                  Shares.




         (f)      Options, Warrants and Convertible Notes. Immediately prior to
                  the Merger, cause all outstanding options and warrants to
                  purchase Knockout Shares which are not then currently
                  exercisable to become currently exercisable in full up to the
                  time immediately prior to the Closing, at which time such
                  options and warrants, to the extent not exercised, will become
                  options and warrants to purchase United Shares pursuant to the
                  provisions of Section 4.1(e) hereof. Immediately prior to the
                  Merger, cause all outstanding convertible notes convertible
                  into Knockout Shares which are not then currently convertible
                  to become currently convertible in full up to the time
                  immediately prior to the Closing, at which time such
                  convertible notes, to the extent not converted, will become
                  convertible to United Shares pursuant to the provisions of
                  Section 4.1(f) hereof. Prior to the Closing, Knockout will not
                  issue any Shares or any options, rights, warrants or other
                  derivative securities for the purchase of the Knockout Common
                  Shares or Preferred Shares, other than the Series C Preferred
                  Shares placement as contemplated by this Agreement.

         (g)      Audited Financial Statements. Immediately upon execution of
                  this Agreement, cause to be prepared audited financial
                  statements of Knockout in compliance with the requirements of
                  Regulation SB as promulgated by the SEC, such audited
                  financial statements to be provided no later than 75 days
                  after the Closing Date; and

         (h)      Name Change. Forthwith after the Closing, take such steps as
                  are required to change the name of United to "Knockout
                  Holdings, Inc." or such similar name as may be acceptable to
                  the board of directors of United.

         (i)      Filings and Applications. Cooperate fully with United in
                  furnishing any necessary information required in connection
                  with the preparation, distribution and filing of any filings,
                  applications and notices which may be required by federal,
                  state and local governmental or regulatory agencies.

AUTHORIZATION

6.2 Knockout hereby agrees to authorize and direct any and all federal, state,
municipal, foreign and international governments and regulatory authorities
having jurisdiction respecting Knockout to release any and all information in
their possession respecting Knockout to United. Knockout shall promptly execute
and deliver to United any and all consents to the release of information and
specific authorizations which United reasonably require to gain access to any
and all such information.

SURVIVAL

6.3 The covenants set forth in this Article shall survive the Closing for the
benefit of United.


                                    ARTICLE 7
                              CONDITIONS PRECEDENT

CONDITIONS PRECEDENT IN FAVOR OF UNITED

7.1 United's obligations to carry out the transactions contemplated hereby are
subject to the fulfillment of each of the following conditions precedent on or
before the Closing:




         (a)      all documents or copies of documents required to be executed
                  and delivered to United hereunder will have been so executed
                  and delivered;

         (b)      all of the terms, covenants and conditions of this Agreement
                  to be complied with or performed by Knockout at or prior to
                  the Closing will have been complied with or performed;

         (c)      United shall have completed its review and inspection of the
                  books and records of Knockout and shall be satisfied with same
                  in all material respects;

         (d)      title to the Knockout Assets will be free and clear of all
                  mortgages, liens, charges, pledges, security interests,
                  encumbrances or other claims whatsoever, save and except as
                  disclosed herein;

         (e)      the Certificate of Merger shall be executed by Knockout in
                  form acceptable for filing with the Delaware Secretary of
                  State;

         (f)      subject to Article 8 hereof, there will not have occurred

                  (i)      any material adverse change in the financial position
                           or condition of Knockout, its liabilities or the
                           Knockout Assets or any damage, loss or other change
                           in circumstances materially and adversely affecting
                           the Knockout Business or the Knockout Assets or
                           Knockout's right to carry on the Knockout Business,
                           other than changes in the ordinary course of
                           business, none of which has been materially adverse,
                           or

                  (ii)     any damage, destruction, loss or other event,
                           including changes to any laws or statutes applicable
                           to Knockout or the Knockout Business (whether or not
                           covered by insurance) materially and adversely
                           affecting Knockout, the Knockout Business or the
                           Knockout Assets;

         (g)      immediately prior to the Merger, each Knockout Preferred Share
                  shall be automatically converted into Knockout Common Shares
                  pursuant to the respective Certificates of Designation
                  governing such Preferred Shares;

         (h)      the transactions contemplated hereby shall have been approved
                  by all other regulatory authorities having jurisdiction over
                  the subject matter hereof, if any;

         (i)      the closing of a private placement by Knockout of not less
                  than twenty-five thousand (25,000) Series C Preferred Shares
                  at a price of one hundred dollars ($100) per share;

         (j)      all information provided by Knockout to United shall be true,
                  complete and correct in all material respects and without
                  omission of any material fact;

         (k)      all consents and other approvals required or reasonably deemed
                  advisable by United's legal counsel for the transaction will
                  have been obtained; and

         (l)      Knockout shall provide United with reasonable assurances that
                  immediately following the Closing of the Merger, Knockout
                  management will be able to close a private placement by United
                  of up to one hundred twenty-seven thousand nine hundred fifty
                  (127,950) Series B Preferred Shares at a price of forty six
                  dollars and eighty-nine point three three cents ($46.8933)_
                  per share.




WAIVER BY UNITED

7.2 The conditions precedent set out in the preceding section are inserted for
the exclusive benefit of United and any such condition may be waived in whole or
in part by United at or prior to Closing by delivering to Knockout a written
waiver to that effect signed by United. In the event that the conditions
precedent set out in the preceding section are not satisfied on or before the
Closing, United shall be released from all obligations under this Agreement.

CONDITIONS PRECEDENT IN FAVOR OF KNOCKOUT

7.3 The obligation of Knockout to carry out the transactions contemplated hereby
is subject to the fulfillment of each of the following conditions precedent on
or before the Closing:

         (a)      all documents or copies of documents required to be executed
                  and delivered to Knockout hereunder will have been so executed
                  and delivered;

         (b)      all of the terms, covenants and conditions of this Agreement
                  to be complied with or performed by United at or prior to the
                  Closing will have been complied with or performed;

         (c)      Knockout shall have completed its review and inspection of the
                  books and records of United and its Subsidiaries and shall be
                  satisfied with same in all material respects;

         (d)      United will have delivered the Acquisition Shares to be issued
                  pursuant to the terms of the Merger to Knockout at the Closing
                  and the Acquisition Shares will be registered on the books of
                  United in the names of the respective holders of Knockout
                  Shares at the Effective Time;

         (e)      title to the Acquisition Shares will be free and clear of all
                  mortgages, liens, charges, pledges, security interests,
                  encumbrances or other claims whatsoever;

         (f)      the Certificate of Merger shall be executed by Merger Sub in
                  form acceptable for filing with the Delaware Secretary of
                  State;

         (g)      subject to Article 8 hereof, there will not have occurred

                  (i)      any material adverse change in the financial position
                           or condition of United, its Subsidiaries, their
                           liabilities or the United Assets or any damage, loss
                           or other change in circumstances materially and
                           adversely affecting United, the United Business or
                           the United Assets or United' right to carry on the
                           United Business, other than changes in the ordinary
                           course of business, none of which has been materially
                           adverse, or

                  (ii)     any damage, destruction, loss or other event,
                           including changes to any laws or statutes applicable
                           to United or the United Business (whether or not
                           covered by insurance) materially and adversely
                           affecting United, its Subsidiaries, the United
                           Business or the United Assets;

         (h)      the transactions contemplated hereby shall have been approved
                  by all other regulatory authorities having jurisdiction over
                  the subject matter hereof, if any;

         (i)      the option to purchase 250,000 United Common Shares at $.05
                  per share shall have been exercised;




         (j)      the closing of a private placement by Knockout of not less
                  than twenty-five thousand (25,000) Series C Preferred Shares
                  at a price of one hundred dollars ($100) per share;

         (k)      Knockout shall be reasonably satisfied that immediately
                  following the Closing of the Merger, Knockout management will
                  be able to close a private placement by United of not less
                  than one hundred twenty-seven thousand nine hundred fifty
                  (127,950) Series B Preferred Shares at a price of forty six
                  dollars and eighty-nine point three three cents ($46.8933)_
                  per share.

         (l)      all information provided by United to Knockout shall be true,
                  complete and correct in all material respects and without
                  omission of any material fact;

         (m)      all consents and other approvals required or reasonably deemed
                  advisable by legal counsel of Knockout for the transaction
                  will have been obtained; and

         (n)      the undated resignations of all officers and directors of
                  United shall have been tendered; and

         (o)      the satisfaction of all liabilities of United on or prior to
                  the Closing Date.

WAIVER BY KNOCKOUT

7.4 The conditions precedent set out in the preceding section are inserted for
the exclusive benefit of Knockout and the Knockout Shareholder and any such
condition may be waived in whole or in part by Knockout or the Knockout
Shareholder at or prior to the Closing by delivering to United a written waiver
to that effect signed by Knockout and the Knockout Shareholder. In the event
that the conditions precedent set out in the preceding section are not satisfied
on or before the Closing Knockout and the Knockout Shareholder shall be released
from all obligations under this Agreement.

NATURE OF CONDITIONS PRECEDENT

7.5 The conditions precedent set forth in this Article are conditions of
completion of the transactions contemplated by this Agreement and are not
conditions precedent to the existence of a binding agreement. Each party
acknowledges receipt of the sum of $1.00 and other good and valuable
consideration as separate and distinct consideration for agreeing to the
conditions of precedent in favor of the other party or parties set forth in this
Article.

TERMINATION

7.6 Notwithstanding any provision herein to the contrary, if the Closing does
not occur on or before January 22, 2005, this Agreement will be at an end and
will have no further force or effect, unless otherwise agreed upon by the
parties in writing.

CONFIDENTIALITY

7.7 Notwithstanding any provision herein to the contrary, the parties hereto
agree that the existence and terms of this Agreement are confidential and that
if this Agreement is terminated pursuant to the preceding section the parties
agree to return to one another any and all financial, technical and business
documents delivered to the other party or parties in connection with the
negotiation and execution of this Agreement and shall keep the terms of this
Agreement and all information and documents received from Knockout and United
and the contents thereof confidential and not utilize nor reveal or release
same; provided, however, that United will be required to issue news releases
regarding the execution and consummation of this Agreement and file a Current
Report on Form 8-K with the Securities and Exchange Commission respecting the
proposed Merger contemplated hereby together with such other documents as are
required to maintain the currency of United' filings with the Securities and
Exchange Commission. Subject to applicable law, any public announcement relating
to the transactions contemplated by this Agreement will be mutually agreed upon
and jointly made by Knockout and United. United agrees that it shall not issue a
press release, public statement or any other communication about the Merger,
this Agreement or anything using the name of Xxxxxx Xxxxxxx without the approval
of Knockout.






                                    ARTICLE 8
                                      RISK

MATERIAL CHANGE IN THE BUSINESS OF KNOCKOUT

8.1 If any material loss or damage to the Knockout Business occurs prior to
Closing and such loss or damage, in United's reasonable opinion, cannot be
substantially repaired or replaced within sixty (60) days, United shall, within
two (2) days following any such loss or damage, by notice in writing to
Knockout, at its option, either:

         (a)      terminate this Agreement, in which case no party will be under
                  any further obligation to any other party; or

         (b)      elect to complete the Merger and the other transactions
                  contemplated hereby, in which case the proceeds and the rights
                  to receive the proceeds of all insurance covering such loss or
                  damage will, as a condition precedent to United's obligations
                  to carry out the transactions contemplated hereby, be vested
                  in Knockout or otherwise adequately secured to the
                  satisfaction of United on or before the Closing Date.

MATERIAL CHANGE IN THE UNITED BUSINESS

8.2 If any material loss or damage to the United Business occurs prior to
Closing and such loss or damage, in Knockout's reasonable opinion, cannot be
substantially repaired or replaced within sixty (60) days, Knockout shall,
within two (2) days following any such loss or damage, by notice in writing to
United, at its option, either:

         (a)      terminate this Agreement, in which case no party will be under
                  any further obligation to any other party; or

         (b)      elect to complete the Merger and the other transactions
                  contemplated hereby, in which case the proceeds and the rights
                  to receive the proceeds of all insurance covering such loss or
                  damage will, as a condition precedent to Knockout's
                  obligations to carry out the transactions contemplated hereby,
                  be vested in United or otherwise adequately secured to the
                  satisfaction of Knockout on or before the Closing Date.





                                    ARTICLE 9
                                     CLOSING

CLOSING

9.1 The Merger and the other transactions contemplated by this Agreement will be
closed at the Place of Closing in accordance with the closing procedure set out
in this Article.

DOCUMENTS TO BE DELIVERED BY KNOCKOUT

9.2 On or before the Closing, Knockout will deliver or cause to be delivered to
United:

         (a)      the original or certified copies of the charter documents of
                  Knockout;

         (b)      all reasonable consents or approvals required to be obtained
                  by Knockout for the purposes of completing the Merger and
                  preserving and maintaining the interests of Knockout under any
                  and all Knockout Material Contracts and in relation to
                  Knockout Assets;

         (c)      certified copies of such resolutions of the board of directors
                  and shareholders of Knockout as are required to be passed to
                  authorize the execution, delivery and implementation of this
                  Agreement;

         (d)      an acknowledgement from Knockout of the satisfaction of the
                  conditions precedent set forth in section 7.1 hereof;

         (e)      Certificate of Designation for Series C Preferred Stock of
                  Knockout filed with the Secretary of State of Delaware;

         (f)      documentation evidencing the closing of a private placement by
                  Knockout of not less than twenty-five thousand (25,000) Series
                  C Preferred Shares at a price of one hundred dollars ($100)
                  per share;

         (g)      amendment to Knockout Certificate of Incorporation evidencing
                  4.6 for 1 split of Common Stock of Knockout filed with the
                  Secretary of State of Delaware;

         (h)      consents of holders of Series A and B Preferred to conversion
                  of such shares to Common Shares of Knockout;

         (i)      the Certificate of Merger, duly executed by Knockout; and

         (j)      such other documents as United may reasonably require to give
                  effect to the terms and intention of this Agreement.

DOCUMENTS TO BE DELIVERED BY UNITED

9.3 On or before the Closing, United shall deliver or cause to be delivered to
Knockout:

         (a)      share certificates representing the Acquisition Shares duly
                  registered in the names of the holders of shares of Knockout
                  Common Stock;

         (b)      certified copies of such resolutions of the directors of
                  United as are required to be passed to authorize the
                  execution, delivery and implementation of this Agreement;




         (c)      certified copies of such resolutions of the board of directors
                  and shareholders of Merger Sub as are required to be passed to
                  authorize the execution, delivery and implementation of this
                  Agreement

         (d)      an undated resolution of the directors of United appointing
                  the nominees of Knockout as officers of United;

         (e)      undated resignations of all officers of United;

         (f)      an undated resolution of the directors of United appointing
                  the nominees of the Knockout shareholders listed below in
                  Article 10 to the board of directors of United;

         (g)      undated resignations of all directors of United;

         (h)      an acknowledgement from United of the satisfaction of the
                  conditions precedent set forth in section 7.3 hereof;

         (i)      the Certificate of Merger, duly executed by the Merger Sub;

         (j)      Certificates of Designation of Series A and Series B Preferred
                  Stock of United filed with the Secretary of State of Delaware;
                  and

         (k)      such other documents as Knockout may reasonably require to
                  give effect to the terms and intention of this Agreement.


                                   ARTICLE 10
                              POST-CLOSING MATTERS

         Forthwith after the Closing, United and the Knockout agree to use all
their best efforts to:

         (a)      file the Certificate of Merger with Secretary of State of the
                  State of Delaware;

         (b)      issue a news release reporting the Closing;

         (c)      file a preliminary Schedule 14C Information Statement with
                  SEC; mail definitive copies of such Information Statement to
                  United shareholders; file definitive copies of such
                  Information Statement with the SEC and have a majority of
                  United shareholders approve (i) an increase in the authorized
                  Common Shares of United sufficient to convert all United
                  Preferred Shares into United Common Shares pursuant to the
                  applicable Certificates of Designation for such Preferred
                  Shares and (ii) a one for four reverse stock split of United
                  Common Shares so that each four United Common Share
                  outstanding after the conversion of all United Preferred
                  Shares to Common Shares will become one United Common Share,
                  all within the time frames prescribed by applicable SEC rules.

         (d)      date the resolutions having all but one director of United
                  resign and the resolutions appointing one Knockout nominee to
                  United's Board of Directors; file Form 14F 1 with SEC
                  disclosing the proposed change of majority of the Board and
                  mail Form 14F 1 to United's shareholders and, 10 days after
                  such filing, date the resolutions appointing to the board of
                  directors of United the nominees of Knockout, and forthwith
                  date and accept the resignation of the remaining nominees of
                  United as directors of United;




         (e)      file a Form 8-K with the Securities and Exchange Commission
                  disclosing the terms of this Agreement and, not more than 75
                  days following the Closing Date, to file an amended Form 8-K
                  which includes audited financial statements of Knockout as
                  well as pro forma financial information of Knockout and United
                  as required by Regulation SB as promulgated by the SEC;

         (f)      file reports on Forms 13D and 3 with the SEC disclosing the
                  acquisition of the Acquisition Shares as may be required;

         (g)      take such steps are required to change the name of United to
                  "Knockout Holdings, Inc." or such similar name as may be
                  acceptable to the board of directors of United; and

         (h)      file Form D with SEC and the requisite blue sky notices for
                  Acquisition Shares.


                                   ARTICLE 11
                               GENERAL PROVISIONS

ARBITRATION

11.1 The parties hereto shall attempt to resolve any dispute, controversy,
difference or claim arising out of or relating to this Agreement by negotiation
in good faith. If such good negotiation fails to resolve such dispute,
controversy, difference or claim within fifteen (15) days after any party
delivers to any other party a notice of its intent to submit such matter to
arbitration, then any party to such dispute, controversy, difference or claim
may submit such matter to arbitration in the City of New York, New York.

NOTICE

11.2 Any notice required or permitted to be given by any party will be deemed to
be given when in writing and delivered to the address for notice of the intended
recipient by personal delivery, prepaid single certified or registered mail, or
telecopier. Any notice delivered by mail shall be deemed to have been received
on the fourth business day after and excluding the date of mailing, except in
the event of a disruption in regular postal service in which event such notice
shall be deemed to be delivered on the actual date of receipt. Any notice
delivered personally or by telecopier shall be deemed to have been received on
the actual date of delivery.

ADDRESSES FOR SERVICE

11.3 The address for service of notice of each of the parties hereto is as
follows:

(a) United or Merger Sub:

                  United Network Marketing Services, Inc.
                  000 Xxxxx Xxxxxx
                  Xxx Xxxx, XX 00000
                  Attn:  Xxxx Xxxxxxx
                  Phone:  (000) 000-0000
                  Facsimile: (000) 000-0000





(b) Knockout:

                  The Knockout Group, Inc.
                  000 X. Xxxxxxxxx Xxxxxx
                  Xxxxxxxxx, XX 00000
                  Attn:  Xxxx Xxxxxxx
                  Phone:  (000) 000-0000
                  Facsimile:  (000) 000-0000

           with copies to:

                  Xxxxxxx Xxxxxxxxx, Esq.
                  Sichenzia Xxxx Xxxxxxxx & Xxxxxxxx LLP
                  0000 Xxxxxx xx xxx Xxxxxxxx
                  Xxx Xxxx, XX 00000
                  Phone:  (000) 000-0000
                  Facsimile:  (000) 000-0000


CHANGE OF ADDRESS

11.4 Any party may, by notice to the other parties change its address for notice
to some other address in North America and will so change its address for notice
whenever the existing address or notice ceases to be adequate for delivery by
hand. A post office box may not be used as an address for service.

FURTHER ASSURANCES

11.5 Each of the parties will execute and deliver such further and other
documents and do and perform such further and other acts as any other party may
reasonably require to carry out and give effect to the terms and intention of
this Agreement.

TIME OF THE ESSENCE

11.6 Time is expressly declared to be the essence of this Agreement.

ENTIRE AGREEMENT

11.7 The provisions contained herein constitute the entire agreement among
Knockout, Merger Sub and United respecting the subject matter hereof and
supersede all previous communications, representations and agreements, whether
verbal or written, among Knockout, Merger Sub and United with respect to the
subject matter hereof.

ENUREMENT

11.8 This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, successors and
permitted assigns.

ASSIGNMENT

11.9 This Agreement is not assignable without the prior written consent of the
parties hereto.

COUNTERPARTS

11.10 This Agreement may be executed in counterparts, each of which when
executed by any party will be deemed to be an original and all of which
counterparts will together constitute one and the same Agreement. Delivery of
executed copies of this Agreement by telecopier will constitute proper delivery,
provided that originally executed counterparts are delivered to the parties
within a reasonable time thereafter.




APPLICABLE LAW

11.11    This Agreement is subject to the laws of the State of New York.

EXPENSES

11.12 Knockout will bear its own expenses and costs of the transactions
contemplated by this Agreement, including, but not limited to, the fees of
attorneys and financial advisors, and the first $20,000 of United's expenses,
and the shareholders of United will pay the expenses and costs of United over
$20,000 pursuant to the Agreement contained in Schedule "Y" hereto. Knockout
will pay such United expenses within five business days of receipt of invoice
for payment.

BREAK-UP FEE

11.13 During a period from the date hereof until January 22, 2005, each party
hereto shall not solicit any other merger and/or acquisition offer and/or change
of control arrangement without the prior written consent of the other party. In
the event that either party terminates this Agreement through accepting another
unsolicited proposal for a merger and/or acquisition offer and/or change of
control, it shall pay the other party a five hundred thousand dollar ($500,000)
break-up fee upon closing of the other such transaction.


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IN WITNESS WHEREOF the parties have executed this Agreement effective as of the
day and year first above written.

                        UNITED NETWORK MARKETING SERVICES, INC.



                        By: /s/ Xxxxxxx Xxxx
                            -------------------------------------
                            Xxxxxxx Xxxx
                            President


                        KNOCKOUT ACQUISITION CORP.



                        By: Xxxx Xxxxxxx
                            -------------------------------------
                            Xxxx Xxxxxxx
                            President


                        THE KNOCKOUT GROUP, INC.


                        By:  /s/ Xxxxx Xxxxxx
                             -------------------------------------
                             Xxxxx Xxxxxx
                             Chief Financial Officer and Treasurer