EXHIBIT 10.1
                              EMPLOYMENT AGREEMENT


This Employment Agreement (this Agreement"),  is made effective as of August 29,
2000, by and between UMDN, Inc.  ("Union Members  Discount  Network"),  and Kent
Keith.

1.       EMPLOYMENT.  UMDN,  Inc. shall employ Kent Keith as a senior  executive
officer with those rights,  powers and authorities generally associated with the
position  of chief  executive  officer.  Kent Keith  accepts  and agrees to such
employment,  subject  to the  general  advice  and  direction  of the  Board  of
Directors.  Kent Keith agrees to perform faithfully,  industriously,  and to the
best of his ability, experience, and talents, all of his services hereunder. Mr.
Keith shall also perform such other  duties as are  customarily  performed by an
employee in a similar position.

2.       COMPENSATION.  As compensation for the services  provided by under this
Agreement, UMDN, Inc. will pay Kent Keith a monthly salary of $10,000.00 payable
in accordance with the company's usual payroll procedures.

3.       EXPENSE  REIMBURSEMENT.  UMDN,  Inc.  will  reimburse  Kent  Keith  for
"out-of-pocket"  expenses  incurred by him,  in  accordance  with the  company's
policies in effect from time to time.

4.       BENEFITS.   Kent  Keith  shall  be  entitled  to  employment  benefits,
including  insurance and Profit Sharing as provided by UMDN's policies in effect
from time to time.

5.       CONFIDENTIALITY.  UMDN,  Inc.  recognizes  that Kent Keith has and will
have  information  regarding  matters  such as trade  secrets,  customer  lists,
product design, and other vital information (collectively, "Information"), which
are valuable, special, and unique assets of UMDN, Inc. Kent Keith agrees that he
will not at any time or in any manner,  either directly or indirectly,  divulge,
disclose,  or  communicate  in any manner  any  Information  to any third  party
without the prior  written  consent of the  company.  Mr. Keith will protect the
Information and treat it as strictly confidential.  A violation by Kent Keith of
this paragraph shall be a material  violation of this Agreement and will justify
legal and/or equitable relief.

6.       TERM/TERMINATION. Kent Keith's employment under this Agreement shall be
for the period of five (5) years. This Agreement may be terminated by the mutual
agreement of Kent Keith and the Union Members  Discount Network and evidenced by
written notice.  Union Members Discount Network may not terminate this Agreement
unilaterally except for cause. If Union Members Discount Network terminates this
Agreement for cause,  it shall do so by providing  written  notice to Mr. Keith.
For purposes of this Agreement, "cause" means:




(A)      Mr. Keith's  conviction of a felony  involving  moral  turpitude  under
federal  or state law;

(B)      Mr.  Keith's  failure to perform (other than as a result of Mr. Keith's
being disabled), in any material respect, any of his duties or obligations under
or in accordance with this Agreement and either (1) Mr. Keith fails to cure such
failure  within  thirty  business  days  following  receipt of notice from Union
Members  Discount  Network or (ii) if such failure by its nature cannot be cured
within such thirty business day period, Mr. Keith fails to commence to cure such
failure within such thirty business day period.

(C)      Mr. Keith  commits any  dishonest,  malicious or grossly  negligent act
which is materially  detrimental  to the business or reputation of Union Members
Discount Network,  provided,  however, Union Members Discount Network shall give
Mr. Keith written notice of the reason for the termination.

         Notwithstanding  the foregoing,  Mr. Keith may,  within thirty business
days  following  delivery  of  the  notice  of  termination  referred  to in the
preceding  paragraph,  by  written  notice  to the Board of  Directors  of Union
Members Discount Network,  cause the matter of the termination of his employment
by  Union  Members  Discount  Network  to be  discussed  at the  next  regularly
scheduled meeting of the Board of Directors or at a special meeting of the Board
of Directors  requested by a majority of the members of the  Company's  Board of
Directors who are not employees of the Company or any of its  subsidiaries.  Mr.
Keith shall be entitled to be present and to be  represented  by counsel at such
meeting which shall be conducted  according to a procedure deemed equitable by a
majority of the directors  present.  If at such meeting,  it shall be determined
that the employment of Mr. Keith has been terminated  without proper cause,  the
provisions of this Agreement  shall be reinstated with the same force and effect
as if the notice of  termination  had not been  given;  and Mr.  Keith  shall be
entitled to receive the compensation and other benefits  provided herein for the
period from the date of the  delivery of the notice of  termination  through the
date of such reinstatement.

7.       ENTIRE AGREEMENT.  This Agreement  contains the entire agreement of the
parties and there are no other  promises or  conditions  in any other  agreement
whether oral or written.  This  Agreement  supersedes  any prior written or oral
agreements  between the parties.  Amendments to this  Agreement  must be made in
writing and signed by both parties to be binding on either party.


EMPLOYER:

UMDN, Inc.


By:        /s/
           ---------------------------
              Secretary/CFO



EMPLOYEE:  /s/
           ---------------------------