SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                           Vector Holdings Corporation
                           ---------------------------
             (Exact name of registrant as specified in its charter)

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

             19495 Biscayne Boulevard, Suite 807, Aventura, FL 33180
             -------------------------------------------------------
                    (Address of principal executive offices)

               The 2002 Benefit Plan of VectorHoldings Corporation
               ---------------------------------------------------
                            (Full title of the plan)


    Allen   Weintraub, 19495 Biscayne Boulevard, Suite 807, Aventura, FL 33180
            (Name, address, including zip code, of agent for service)

                  Telephone number for Issuer: (305) 466-2410
                                              ----------------


                                          CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S>                                 <C>              <C>                        <C>                         <C>
Title of Securities to be           Amounts to       Proposed Maximum           Proposed Maximum            Amount of
Registered                          be               Offering Price Per         Aggregate Offering          Registration
                                    Registered       Share(1)                   Price                       Fee
Common Stock, 0.001 par                    5,250,000       $0.18                     $945,000.              $226.
         value
=================================== ================ =========================  =========================== ==================
</TABLE>

(1)  Bona Fide estimate of maximum offering price solely for calculating the
     registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
     based on the average bid and asked price of the registrant's common stock
     as of April 12, 2002 a date within five business days prior to the date of
     filing of this registration statement.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the Plan described herein.



                                    Page -1-

<PAGE>




                2002 Benefit Plan of Vector Holdings Corporation
                  Cross-Reference Sheet Pursuant to Rule 404(a)

     Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings     Prospectus Heading

1.       Plan Information                            Section 10(a) Prospectus

2.       Registrant Information and                  Section 10(a) Prospectus
         Employee Plan Annual Information



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents filed by Vector Holdings Corporation, a Nevada
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:

     1.   The Company's Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 2001.

     2.   All reports filed by the Company with the Commission pursuant to
          Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the
          "Exchange Act"), since the end of the fiscal year ended December 31,
          2001.

     Prior to the filing, if any, of a post-effective amendment that indicates
that all securities covered by this Registration Statement have been sold or
that de-registers all such securities then remaining unsold, all reports and
other documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.

Item 4.  Description of Securities

     The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. (A description of such securities is contained in the
Company's Form 10-SB filed with the Commission, and any amendment or
report filed for the purpose of updating such description. Said description is
incorporated herein by reference. (See "Item 3. Incorporation of Documents by
Reference.")




Item 5. Interests of Named Experts and Counsel

                                    Page -2-

<PAGE>



     No expert is named as preparing or certifying all or part of the
Registration Statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers

Section 78.751 of the Nevada Revised Statutes provides for indemnification of
the Company's officers and directors in certain situations where they might
otherwise personally incur liability, judgements, penalties, fines and expenses
in connection with a proceeding or lawsuit to which they might become parties
because of their position with the Company. This section requires that the
individual was acting "in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful". The section further provides that
"indemnification ..... may not be made to or on behalf of any director or
officer if a final adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was material
to the cause of action".

At present the Company has not entered into individual indemnity agreements with
its officers or directors. The Company's By-Laws and Articles of Incorporation,
however, provide a blanket indemnification that the Company shall indemnify, to
the fullest extent under Nevada law, its directors and officers against certain
liabilities incurred with respect to their service in such capacities. In
addition, the Certificate of Incorporation provides that the personal liability
of directors and officers to the Company and its stockholders for monetary
damages will be limited.

Item 7.   Exemption from Registration Claimed

No restricted securities are being re-offered or resold pursuant to this
Registration Statement.

Item 8. Exhibits.

     The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 7.

Item 9.  Undertakings

(a)  The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
     post-effective amendment to this Registration Statement to include any
     material information with respect to the plan of distribution not
     previously disclosed in the Registration Statement or any material change
     to such information in the Registration Statement.

     (2) To treat, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment as a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.


                                    Page -3-

<PAGE>



     (3) To remove from registration by means of a post-effective amendment any
     of the securities being registered which remain unsold at the termination
     of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                                    Page -4-

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on April 17, 2002.
                                    Vector Holdings Corporation


                                  By:  /s/Allen Weintraub
                                     -----------------------------------------
                                     Allen Weintraub, as President and Director


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Allen Weintraub with power of substitution, as
his attorney-in-fact for him, in all capacities, to sign any amendments to this
Registration Statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                     Title                         Date


/s/Allen Weintraub            President and Director        April 17, 2002
--------------------------
Allen Weintraub




















                                    Page -5-

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    EXHIBITS

                                       TO

                         FORM S-8 REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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













                           Vector Holdings Corporation
                             (a Nevada corporation)








                                    Page -6-

<PAGE>







INDEX TO EXHIBITS


                                                                           Page
Exhibits   SEC Ref. No.                  Description of Exhibit
--------   ------------                  ----------------------
A               4         2002 Stock Benefit Plan of the Company            8
B            5, 23(b)     Opinion and consent of Counsel with respect       12
                          to the legality of the issuance of securities
                          being issued

C             23(a)       Consent of Accountant                             15
D               99        Section 10(a) Prospectus                          16
































                                    Page -7-

<PAGE>


                             THE 2002 BENEFIT PLAN

                                       OF

                           VECTOR HOLDINGS CORPORATION

                                    Page -8-

<PAGE>



              THE 2002 BENEFIT PLAN OF VECTOR HOLDINGS CORPORATION


         Vector Holdings Corporation ., a Nevada corporation (the "Company"),
hereby adopts The 2002 Benefit Plan of Vector Holdings Corporation (the "Plan")
this 17th day of April, 2002. Under the Plan, the Company may issue stock, or
grant options to acquire the Company's common stock, par value $0.001 (the
"Stock"), from time to time to employees of the Company or its subsidiaries, all
on the terms and conditions set forth herein ("Benefits"). In addition, at the
discretion of the Board of Directors, Benefits may from time to time be granted
under this Plan to other individuals, including consultants or advisors, who
contribute to the success of the Company or its subsidiaries but are not
employees of the Company or its subsidiaries, provided that bona fide services
shall be rendered by consultants and advisors and such services must not be in
connection with the offer or sale of securities in a capital-raising
transaction. No stock may be issued, or option granted under the benefit plan to
consultants, advisors, or other persons who directly or indirectly promote or
maintain a market for the Company's securities.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Benefit approved by the Plan Administrators shall be
approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan. A total of five million two hundred
fifty thousand (5,250,000) shares of Stock may be subject to, or issued pursuant
to Benefits granted under this Plan. If any right to acquire Stock granted under
this Plan is exercised by the delivery of shares of Stock or the relinquishment
of rights to shares of Stock, only the net shares of Stock issued (the shares of
stock issued less the shares of Stock surrendered) shall count against the total
number of shares reserved for issuance under the terms of this Plan.

4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.



                                    Page -9-

<PAGE>


5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not
employees of the Company or its subsidiaries, including consultants and
advisors, provided that such consultants and advisors render bona fide services
to the Company or its subsidiaries and such services are not rendered in
connection with the offer or sale of securities in a capital-raising
transaction. In any case, the Plan Administrators shall determine, based on the
foregoing limitations and the Company's best interests, which employees,
officers, directors, consultants and advisors are eligible to participate in
this Plan. Benefits shall be in the amounts, and shall have the rights and be
subject to the restrictions, as may be determined by the Plan Administrators,
all as may be within the provisions of this Plan.

6. Term of Options issued as Benefits and Certain Limitations on Right to
Exercise.


     a. Each Option issued as a benefit hereunder ("Option") shall have its term
     established by the Plan Administrators at the time the Option is granted.

     b. The term of the Option, once it is granted, may be reduced only as
     provided for in this Plan and under the express written provisions of the
     Option.

     c. Unless otherwise specifically provided by the written provisions of the
     Option or required by applicable disclosure or other legal requirements
     promulgated by the Securities and Exchange Commission ("SEC"), no
     participant of this Plan or his or her legal representative, legatee, or
     distributee will be, or shall be deemed to be, a holder of any shares
     subject to an Option unless and until such participant exercises his or her
     right to acquire all or a portion of the Stock subject to the Option and
     delivers the required consideration to the Company in accordance with the
     terms of this Plan and then only as to the number of shares of Stock
     acquired. Except as specifically provided in this Plan or as otherwise
     specifically provided by the written provisions of the Option, no
     adjustment to the exercise price or the number of shares of Stock subject
     to the Option shall be made for dividends or other rights for which the
     record date is prior to the date on which the Stock subject to the Option
     is acquired by the holder.

     d. Options shall vest and become exercisable at such time or times and on
     such terms as the Plan Administrators may determine at the time of the
     grant of the Option.

     e. Options may contain such other provisions, including further lawful
     restrictions on the vesting and exercise of the Options as the Plan
     Administrators may deem advisable.

     f. In no event may an Option be exercised after the expiration of its term.

     g. Options shall be non-transferable, except by the laws of descent and
     distribution.

7. Exercise Price. The Plan Administrators shall establish the exercise price
payable to the Company for shares to be obtained pursuant to Options, which
exercise price may be amended from time to time as the Plan Administrators shall
determine.

8. Payment of Exercise Price. The exercise of any Option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified or
personal check payable to the Company.

9. Withholding. If the grant of a Benefit hereunder, or exercise of an Option
given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the Optionee's


                                    Page -10-

<PAGE>

liability and will be reimbursed by Optionee no later than six months after such
liability arises and Optionee hereby agrees to such reimbursement terms.

10. Dilution or Other Adjustment. The shares of Stock subject to this Plan and
the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Stock or a change in the
number of issued and outstanding shares of Stock as a result of a stock split,
consolidation, or other recapitalization. The Company, at its option, may adjust
the Options, issue replacements, or declare Options void.

11. Benefits to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the five million two hundred fifty thousandth share is
issued hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect.

     ATTEST:


/s/Allen Weintraub
---------------------------
Allen Weintraub, President



                                    Page -11-

<PAGE>



                                 GERALD EINHORN
                               ATTORNEY- AT- LAW*
                               268 West 400 South
                                    Suite 300
                           Salt Lake City, Utah 84101
                             Telephone (801)575-8073
                                                     *Admitted only in New York



April 17, 2002

Board of Directors
Vector Holdings Corporation
19495 Biscayne Boulevard, Suite 807
Aventura, Florida 33180

Re: Legality and Authorization of Shares Issued Under Form S-8 Registration
Statement

Gentlemen:

     I have acted as special counsel for Vector Holdings Corporation, a Nevada
corporation (the "Company"), in the limited capacity of rendering an opinion
regarding the legality and authorization of the shares proposed to be registered
under a registration statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission ("the Commission") under the
Securities Act of 1933, as amended, ("the Act"). The Company is registering a
Benefit Plan entitled "The 2002 Benefit Plan of Vector Holdings Corporation"
(the "Benefit Plan") pursuant to which the Company has authorized the issuance
of five million two hundred fifty thousand (5,250,000) shares of the Company's
common stock, par value $0.001 (the "Shares").

     In connection with the preparation of this Opinion, I have examined or
discussed the following:

     1. The Company's Articles of Incorporation, Seven Certificates of Amendment
     of Articles and Bylaws as submitted to me by the Company pursuant to my
     request for same;
     2. The Registration Statement herein referenced;
     3. The Board of Directors Resolution, dated April 17, 2002, authorizing and
     approving the Company's 2002 Benefit Plan and the preparation of the
     Registration Statement;
     4. The Company's Section 10(a) Prospectus for the Registration Statement;
     5. The Company's Form 10-KSB for the fiscal year ended December 31, 2001
     and the Company's Form 10-QSB for the quarterly period ended September 30,
     2001;
     6. Such other documents as I have deemed necessary for the purposes of this
     Opinion.

     Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.


                                    Page -12-

<PAGE>



     The documentation and representations provided to me for this opinion by
the Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Nevada; the Company is current
in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of theRegistration Statement; and that the five million two hundred fifty
thousand (5,250,000) shares to be included in the Registration Statement are
available for issuance based upon corporate documentation and on the number of
shares actually issued and outstanding. As such, I am of the opinion that the
Shares herein referenced have been duly and validly authorized and that subject
to compliance with all provisions of the Plan, the Shares will be validly issued
as fully paid and non-assessable shares of common stock in the Company.

     This opinion is based upon and subject to the qualifications and
limitations specified below:

     (A) Certain of the remedial provisions of the 2002 Benefit Plan may be
     further limited or rendered unenforceable by other applicable laws and
     interpretations.

     (B) In rendering the opinion that the shares of the Common Stock to be
     registered pursuant to the Registration Statement and issued under the
     Benefit Plan will be validly issued, fully paid and non- assessable, I
     assumed that: (1) the Company's Board of Directors has exercised good faith
     in establishing the value paid for the Shares; (2) all issuances and
     cancellations of the capital stock of the Company will be fully and
     accurately reflected in the Company's Stock Records as provided by the
     Company's transfer agent; and (3) the consideration, as determined by the
     Company's Board of Directors, to be received in exchange for each issuance
     of common stock of the Company, has been paid in full and actually received
     by the Company.

     (C) I have made no independent verification of the facts asserted to be
     true and accurate by authorized representatives of the Company and have
     assumed that no person or entity has engaged in fraud or misrepresentation
     regarding the inducement relating to, or the execution or delivery of, the
     documents reviewed.

     (D) In rendering this opinion I have assumed that all signatures are
     genuine, that all documents submitted to me as copies conform substantially
     to the originals, that all documents have been duly executed on or as of
     the date represented on the documents, that execution and delivery of the
     documents was duly authorized on the part of the parties, that all
     documents are legal, valid and binding on the parties and that all
     corporate records are complete.

     (E) I have assumed that the Company is satisfying the substantive
     requirements of Form S-8 and I expressly disclaim any opinion regarding the
     Company's compliance with such requirements, whether they are of federal or
     state origin, or any opinion as to the subsequent tradeability of any
     Shares issued pursuant to the Benefit Plan.

     (F) I am admitted to practice law in the State of New York. I am not
     admitted to practice law in the State of Nevada or in any other
     jurisdiction where the Company may own property or transact business. This
     opinion is with respect to federal law only and I have not consulted legal
     counsel from any other jurisdiction for the purpose of the opinion
     contained herein. I expressly except from this opinion any opinion as to
     whether or to what extent a Nevada court or any other court would apply
     Nevada law, or the law of any other state or jurisdiction, to any
     particular aspect of the facts, circumstances and transactions that are the
     subject of this opinion.



                                    Page -13-

<PAGE>

(G) This opinion is strictly limited to the parameters contained and
     referenced herein and is valid only as of the signature date with respect
     to the same. I assume no responsibility to advise you of any subsequent
     changes or developments which might affect any aspect of this opinion.

     I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
prior written consent.

Sincerely,



Gerald Einhorn





                                    Page -14-

<PAGE>







                            Bongiovanni & Associates
                          Certified Public Accountants
                            19425-G Liverpool Parkway
                               Cornelius, NC 28031




                       CONSENT OF INDEPENDENT ACCOUNTANTS


                                 April 17, 2002


Vector Holdings Corporation
19495 Biscayne Boulevard, Suite 807
Aventura, Florida 33180

Gentlemen,

         We hereby consent to the use of our audit report dated March 22, 2002
of Vector Holdings Corporation for the year ended December 31, 2001 in the Form
S- 8 of Vector Holdings Corporation dated April 17, 2002.

Sincerely


/s/ Bongiovanni & Associates
-------------------------------
Bongiovanni & Associates
For Auditor Firm


















                                    Page -15-

<PAGE>


                          SECTION 10(A) PROSPECTUS OF

                           VECTOR HOLDINGS CORPORATION

     April 17, 2002: This document constitutes part of a prospectus covering
securities of Vector Holdings Corporation, a Nevada corporation (the "Company"),
that have been registered under the Securities Act of 1933, as amended (the
"Securities Act"). This document, a Section 10(a) Prospectus, contains and
constitutes four sections. The first section includes "General Plan
Information." "Registrant Information and Employee Plan Annual Information" is
the next portion and is located in this prospectus. The Company's latest Form
10-KSB, for the fiscal year ended December 31, 2001, which is incorporated
herein by this reference, is the third section with which offerees are being
constructively provided. Finally, offerees who receive Stock Options shall be
provided with a Stock Option Agreement and a Notice of Exercise, which is to be
completed and submitted within the time allowed, with tender of the appropriate
consideration for those who wish to exercise options.

Item 1.  General Plan Information

         The Company's board of directors (the "Board") has adopted a benefit
plan for its employees and others entitled "The 2002 Benefit Plan of Vector
Holdings Corporation" (the "Plan"). Pursuant to the Plan, the Board can
authorize the issuance of stock or options to purchase stock up to an aggregate
of five million two hundred fifty thousand shares of common stock of the
Company, par value $0.001 per share (the "Common Stock"), over a maximum of a
five year period, although the Board may shorten this period.

         The Board adopted the Plan on April 17, 2002. The Plan is intended to
aid the Company in maintaining and continuing its development of a quality
management team, in attracting qualified employees, consultants, and advisors
who can contribute to the future success of the Company, and in providing such
individuals with an incentive to use their best efforts to promote the growth
and profitability of the Company.

         The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), nor qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Administration of the Plan is the exclusive province of the Board. Board members
are elected at each annual meeting of shareholders. The term each Board member
serves is therefore one year. If an annual meeting is not held the member shall
serve until the next submission of matters to a vote of Company's shareholders.

         As ultimate administrators of the Plan, the Board should be contacted
with requests for additional Plan information. Alternatively, the Board may
appoint a committee to administer the Plan (hereinafter the Board or its duly
authorized committee shall be referred to as "Plan Administrators"). As no
committee has been authorized by the Board, the current Board member is the Plan
Administrator. This person is Allen Weintraub. The address of the Board is c/o
the Company,19495 Biscayne Boulevard, Suite 807, Aventura, Florida 33180,
telephone number (305) 466-2410.

         In the event a vacancy in the Board arises, the vote of a majority of
remaining directors may select a successor, or, if the vacancy is not filled by
the remaining Board, the vote of shareholders may also elect a successor to fill
such vacancy. Board members may be removed from office by the vote of
shareholders representing not less than two-thirds (2/3) of the shares entitled
to vote on such removal. Plan Administrators who are not Board members can be
removed or appointed at any time for any reason by the majority vote of Board
members.
                                    Page -16-

<PAGE>



         The Plan Administrators shall interpret the Plan (which interpretation
is binding on the participants absent demonstrable error), determine which
employees or others shall receive shares or options, decide the number of shares
or options and establish any other terms for the shares or options not already
established in the Company's Plan. Information concerning changes in the Plan
Administrators will be provided in the future either in the Company's proxy
statements, annual or other reports, or in amendments to this document.

Securities to be Offered

         Shares and options providing for the issuance or purchase of shares
equaling a maximum of five million two hundred fifty thousand shares of Common
Stock may be granted under the Plan. All options under the Plan are
"non-qualified" stock options. The number of shares of Common Stock issuable
under the Plan is subject to adjustment in the event of changes in the
outstanding shares of Common Stock resulting from stock dividends, stock splits,
or recapitalizations.

Employees Who May Participate in the Plan

         The Board shall determine which of the Company's employees are eligible
to receive shares or options under the Plan. The term "Employee" includes any
employee, director, officer, or consultant or advisor of the Company or any of
its subsidiaries, provided that bona fide services shall be rendered by
consultants and advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

         The Plan Administrators shall determine which employees shall receive
shares or options. The Plan is not subject to ERISA and the securities are being
issued by the Company and not purchased on the open market or otherwise.

         Options granted under the Plan shall be exercisable as determined by
the Plan Administrators. If an option granted under the Plan should expire or
terminate for any reason without having been exercised in full, the unpurchased
shares subject to that option will again be available for grant under the Plan.

         The exercise price payable to the Company for Option Shares shall be as
set forth from time to time by the Plan Administrator. The exercise of any
Option shall be contingent on receipt by the Company of the exercise price paid
in either cash, certified or personal check payable to the Company.

         The shares of Common Stock subject to the Plan and the exercise price
of outstanding options are subject to proportionate adjustment in the event of a
stock dividend on the Common Stock or a change in the number of issued and
outstanding shares of Common Stock as a result of a stock split, consolidation,
or other recapitalization. Options and all other interests under the plan shall
be non- transferable, except by means of a will or the laws of descent and
distribution.

Amendments and Termination

         The Plan may be abandoned or terminated at any time by the Plan
Administrators except with respect to any Options then outstanding under the
Plan. The Plan shall otherwise terminate on the earlier of the date that is five
years from the date first appearing in the Plan or the date on which an option
for the five million two hundred fifty thousandth share is either granted under


                                    Page -17-

<PAGE>






the Plan or on which the five million two hundred fifty thousandth share is
de-registered on a post-effective amendment on Form S-8 filed with the
Securities and Exchange Commission (the "SEC"). No options may be granted under
the terms of the Plan after it has been terminated. The Board may alter or amend
the Plan only once during any six month period, except as to comply with changes
to the Code. No termination, suspension, alteration or amendment may adversely
affect the rights of a holder of a previously issued option without the consent
of that holder.

Resale of Common Stock

         Shares of Common Stock issued or purchased on exercise of options
granted under the Plan will have been initially registered pursuant to a Form
S-8 Registration Statement filed by the Company. Subsequent resales of shares
obtained pursuant to the Plan may be eligible for immediate resale depending on
whether an exemption from registration is available or whether the shares are in
fact registered. The Company makes no statement as to subsequent sale-ability of
specific shares obtained pursuant to the Plan and urges any persons seeking to
sell shares so obtained to seek counsel from independent attorneys.

         As may be applicable for subsequent resale of shares obtained from the
Plan, the Board believes that the Company has filed all reports and other
material required to be filed during the preceding twelve months under the
Securities Exchange Act of 1934 as of April 1, 2002.

Tax Effects of Plan Participation & Non-statutory Options

         The following discussion of the federal income tax consequences of
participation in the Plan is only a summary, does not purport to be complete,
and does not cover, among other things, state and local tax consequences.
Additionally, differences in participants' financial situations may cause
federal, state, and local tax consequences of participation in the Plan to vary.
Therefore, each participant in the Plan is urged to consult his or her own
accountant, legal or other advisor regarding the tax consequences of
participation in the Plan. This discussion is based on the provisions of the
Code as presently in effect.

         Under the current provisions of the Code, if shares of Common Stock are
issued to the original holder of a non-qualified option granted and exercised
under the Plan (assuming there is not an active trading market for options of
the Company), (i) the option holder ("Holder") will not recognize income at the
time of the grant of the option; (ii) on exercise of the option the Holder will
recognize ordinary income in an amount equal to the excess of the fair market
value of the shares of Common Stock acquired at the time of exercise over the
exercise price; (iii) upon the sale of the shares of Common Stock the Holder
will recognize a short term or long term capital gain, or loss, as may be, in an
amount equal to the difference between the amount he or she receives from the
sale of those shares and the Holder's tax basis in the shares (as described
below); and (iv) the Company will be entitled to expense as compensation the
amount of ordinary income that the holder recognized, as set forth in Clause
(ii) above.

         If the Holder pays the exercise price entirely in cash, the tax basis
of the shares of Common Stock will be equal to the amount of the exercise price
paid plus the ordinary income recognized by the Holder from exercising the
options. This basis should equal the fair market value of the shares of Common
Stock acquired on the date of exercise. The holding period will begin on the day
after the tax basis of the shares is determined.

         The ordinary income received by the Holder on exercise of the option is
considered to be compensation from the Company. As with other forms of
compensation, withholding tax and other trust fund payments will be due with
respect to the exercise of the options. The Company will initially pay the
Optionee's liability and will be reimbursed by Optionee no later than six months
after such liability arises.

                                    Page -18-

<PAGE>





Item 2.  Registrant Information and Employee Plan Annual Information

         The Company will provide to any Employee upon request a copy, without
charge, of the Company's periodic reports filed with the SEC, including its
latest annual report on Form 10-KSB and its quarterly reports on Form 10-QSB.
The Company will also provide any Employee upon written or oral request a copy,
without charge, of the documents incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement. These documents are also incorporated by
reference into the Section 10(a) prospectus, of which this document is a part.
Requests for such information should be directed to the Company at Attn: Allen
Weintraub, 19495 Biscayne Boulevard, Suite 807, Aventura, Florida 33180.




 /s/  Allen Weintraub             President and Director      April 17, 2002
-------------------------------
Allen Weintraub




                                    Page -19-
[{"type": "S-8", "sequence": "1", "filename": "vector.txt", "secsgml_size_bytes": 45358}]
{"company-data": {"conformed-name": "VECTOR HOLDINGS CORP", "cik": "0000830664", "assigned-sic": "3711", "irs-number": "651021346", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86462", "film-number": "02613996"}, "business-address": {"street1": "19495 BISCAYNE BLVD.", "street2": "SUITE 807", "city": "AVENTURA", "state": "FL", "zip": "33180", "phone": "305-466-2410"}, "mail-address": {"street1": "19495 BISCAYNE BLVD.", "street2": "SUITE 807", "city": "AVENTURA", "state": "FL", "zip": "33180"}, "former-company": {"former-conformed-name": "VECTOR AEROMOTIVE CORP", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                           Vector Holdings Corporation
                           ---------------------------
             (Exact name of registrant as specified in its charter)

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

             19495 Biscayne Boulevard, Suite 807, Aventura, FL 33180
             -------------------------------------------------------
                    (Address of principal executive offices)

               The 2002 Benefit Plan of VectorHoldings Corporation
               ---------------------------------------------------
                            (Full title of the plan)

    Allen   Weintraub, 19495 Biscayne Boulevard, Suite 807, Aventura, FL 33180
            (Name, address, including zip code, of agent for service)

                  Telephone number for Issuer: (305) 466-2410
                                              ----------------

                                          CALCULATION OF REGISTRATION FEE
Title of Securities to be           Amounts to       Proposed Maximum           Proposed Maximum            Amount of
Registered                          be               Offering Price Per         Aggregate Offering          Registration
                                    Registered       Share(1)                   Price                       Fee
Common Stock, 0.001 par                    5,250,000       $0.18                     $945,000.              $226.
         value
=================================== ================ =========================  =========================== ==================
(1)  Bona Fide estimate of maximum offering price solely for calculating the
     registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
     based on the average bid and asked price of the registrant's common stock
     as of April 12, 2002 a date within five business days prior to the date of
     filing of this registration statement.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the Plan described herein.

                                    Page -1-
2002 Benefit Plan of Vector Holdings Corporation
                  Cross-Reference Sheet Pursuant to Rule 404(a)

     Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings     Prospectus Heading

1.       Plan Information                            Section 10(a) Prospectus

2.       Registrant Information and                  Section 10(a) Prospectus
         Employee Plan Annual Information

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents filed by Vector Holdings Corporation, a Nevada
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:

     1.   The Company's Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 2001.

     2.   All reports filed by the Company with the Commission pursuant to
          Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the
          "Exchange Act"), since the end of the fiscal year ended December 31,
          2001.

     Prior to the filing, if any, of a post-effective amendment that indicates
that all securities covered by this Registration Statement have been sold or
that de-registers all such securities then remaining unsold, all reports and
other documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.

Item 4.  Description of Securities

     The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. (A description of such securities is contained in the
Company's Form 10-SB filed with the Commission, and any amendment or
report filed for the purpose of updating such description. Said description is
incorporated herein by reference. (See "Item 3. Incorporation of Documents by
Reference.")

Item 5. Interests of Named Experts and Counsel

                                    Page -2-
No expert is named as preparing or certifying all or part of the
Registration Statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers

Section 78.751 of the Nevada Revised Statutes provides for indemnification of
the Company's officers and directors in certain situations where they might
otherwise personally incur liability, judgements, penalties, fines and expenses
in connection with a proceeding or lawsuit to which they might become parties
because of their position with the Company. This section requires that the
individual was acting "in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful". The section further provides that
"indemnification ..... may not be made to or on behalf of any director or
officer if a final adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was material
to the cause of action".

At present the Company has not entered into individual indemnity agreements with
its officers or directors. The Company's By-Laws and Articles of Incorporation,
however, provide a blanket indemnification that the Company shall indemnify, to
the fullest extent under Nevada law, its directors and officers against certain
liabilities incurred with respect to their service in such capacities. In
addition, the Certificate of Incorporation provides that the personal liability
of directors and officers to the Company and its stockholders for monetary
damages will be limited.

Item 7.   Exemption from Registration Claimed

No restricted securities are being re-offered or resold pursuant to this
Registration Statement.

Item 8. Exhibits.

     The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 7.

Item 9.  Undertakings

(a)  The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
     post-effective amendment to this Registration Statement to include any
     material information with respect to the plan of distribution not
     previously disclosed in the Registration Statement or any material change
     to such information in the Registration Statement.

     (2) To treat, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment as a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

                                    Page -3-
(3) To remove from registration by means of a post-effective amendment any
     of the securities being registered which remain unsold at the termination
     of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                                    Page -4-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on April 17, 2002.
                                    Vector Holdings Corporation

                                  By:  /s/Allen Weintraub
                                     -----------------------------------------
                                     Allen Weintraub, as President and Director

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Allen Weintraub with power of substitution, as
his attorney-in-fact for him, in all capacities, to sign any amendments to this
Registration Statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                     Title                         Date

/s/Allen Weintraub            President and Director        April 17, 2002
--------------------------
Allen Weintraub

                                    Page -5-
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       TO

                         FORM S-8 REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                           Vector Holdings Corporation
                             (a Nevada corporation)

                                    Page -6-
INDEX TO EXHIBITS

                                                                           Page
Exhibits   SEC Ref. No.                  Description of Exhibit
--------   ------------                  ----------------------
A               4         2002 Stock Benefit Plan of the Company            8
B            5, 23(b)     Opinion and consent of Counsel with respect       12
                          to the legality of the issuance of securities
                          being issued

C             23(a)       Consent of Accountant                             15
D               99        Section 10(a) Prospectus                          16

                                    Page -7-
THE 2002 BENEFIT PLAN

                                       OF

                           VECTOR HOLDINGS CORPORATION

                                    Page -8-
THE 2002 BENEFIT PLAN OF VECTOR HOLDINGS CORPORATION

         Vector Holdings Corporation ., a Nevada corporation (the "Company"),
hereby adopts The 2002 Benefit Plan of Vector Holdings Corporation (the "Plan")
this 17th day of April, 2002. Under the Plan, the Company may issue stock, or
grant options to acquire the Company's common stock, par value $0.001 (the
"Stock"), from time to time to employees of the Company or its subsidiaries, all
on the terms and conditions set forth herein ("Benefits"). In addition, at the
discretion of the Board of Directors, Benefits may from time to time be granted
under this Plan to other individuals, including consultants or advisors, who
contribute to the success of the Company or its subsidiaries but are not
employees of the Company or its subsidiaries, provided that bona fide services
shall be rendered by consultants and advisors and such services must not be in
connection with the offer or sale of securities in a capital-raising
transaction. No stock may be issued, or option granted under the benefit plan to
consultants, advisors, or other persons who directly or indirectly promote or
maintain a market for the Company's securities.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Benefit approved by the Plan Administrators shall be
approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan. A total of five million two hundred
fifty thousand (5,250,000) shares of Stock may be subject to, or issued pursuant
to Benefits granted under this Plan. If any right to acquire Stock granted under
this Plan is exercised by the delivery of shares of Stock or the relinquishment
of rights to shares of Stock, only the net shares of Stock issued (the shares of
stock issued less the shares of Stock surrendered) shall count against the total
number of shares reserved for issuance under the terms of this Plan.

4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

                                    Page -9-
5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not
employees of the Company or its subsidiaries, including consultants and
advisors, provided that such consultants and advisors render bona fide services
to the Company or its subsidiaries and such services are not rendered in
connection with the offer or sale of securities in a capital-raising
transaction. In any case, the Plan Administrators shall determine, based on the
foregoing limitations and the Company's best interests, which employees,
officers, directors, consultants and advisors are eligible to participate in
this Plan. Benefits shall be in the amounts, and shall have the rights and be
subject to the restrictions, as may be determined by the Plan Administrators,
all as may be within the provisions of this Plan.

6. Term of Options issued as Benefits and Certain Limitations on Right to
Exercise.

     a. Each Option issued as a benefit hereunder ("Option") shall have its term
     established by the Plan Administrators at the time the Option is granted.

     b. The term of the Option, once it is granted, may be reduced only as
     provided for in this Plan and under the express written provisions of the
     Option.

     c. Unless otherwise specifically provided by the written provisions of the
     Option or required by applicable disclosure or other legal requirements
     promulgated by the Securities and Exchange Commission ("SEC"), no
     participant of this Plan or his or her legal representative, legatee, or
     distributee will be, or shall be deemed to be, a holder of any shares
     subject to an Option unless and until such participant exercises his or her
     right to acquire all or a portion of the Stock subject to the Option and
     delivers the required consideration to the Company in accordance with the
     terms of this Plan and then only as to the number of shares of Stock
     acquired. Except as specifically provided in this Plan or as otherwise
     specifically provided by the written provisions of the Option, no
     adjustment to the exercise price or the number of shares of Stock subject
     to the Option shall be made for dividends or other rights for which the
     record date is prior to the date on which the Stock subject to the Option
     is acquired by the holder.

     d. Options shall vest and become exercisable at such time or times and on
     such terms as the Plan Administrators may determine at the time of the
     grant of the Option.

     e. Options may contain such other provisions, including further lawful
     restrictions on the vesting and exercise of the Options as the Plan
     Administrators may deem advisable.

     f. In no event may an Option be exercised after the expiration of its term.

     g. Options shall be non-transferable, except by the laws of descent and
     distribution.

7. Exercise Price. The Plan Administrators shall establish the exercise price
payable to the Company for shares to be obtained pursuant to Options, which
exercise price may be amended from time to time as the Plan Administrators shall
determine.

8. Payment of Exercise Price. The exercise of any Option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified or
personal check payable to the Company.

9. Withholding. If the grant of a Benefit hereunder, or exercise of an Option
given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the Optionee's

                                    Page -10-
liability and will be reimbursed by Optionee no later than six months after such
liability arises and Optionee hereby agrees to such reimbursement terms.

10. Dilution or Other Adjustment. The shares of Stock subject to this Plan and
the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Stock or a change in the
number of issued and outstanding shares of Stock as a result of a stock split,
consolidation, or other recapitalization. The Company, at its option, may adjust
the Options, issue replacements, or declare Options void.

11. Benefits to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the five million two hundred fifty thousandth share is
issued hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect.

     ATTEST:

/s/Allen Weintraub
---------------------------
Allen Weintraub, President

                                    Page -11-
GERALD EINHORN
                               ATTORNEY- AT- LAW*
                               268 West 400 South
                                    Suite 300
                           Salt Lake City, Utah 84101
                             Telephone (801)575-8073
                                                     *Admitted only in New York

April 17, 2002

Board of Directors
Vector Holdings Corporation
19495 Biscayne Boulevard, Suite 807
Aventura, Florida 33180

Re: Legality and Authorization of Shares Issued Under Form S-8 Registration
Statement

Gentlemen:

     I have acted as special counsel for Vector Holdings Corporation, a Nevada
corporation (the "Company"), in the limited capacity of rendering an opinion
regarding the legality and authorization of the shares proposed to be registered
under a registration statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission ("the Commission") under the
Securities Act of 1933, as amended, ("the Act"). The Company is registering a
Benefit Plan entitled "The 2002 Benefit Plan of Vector Holdings Corporation"
(the "Benefit Plan") pursuant to which the Company has authorized the issuance
of five million two hundred fifty thousand (5,250,000) shares of the Company's
common stock, par value $0.001 (the "Shares").

     In connection with the preparation of this Opinion, I have examined or
discussed the following:

     1. The Company's Articles of Incorporation, Seven Certificates of Amendment
     of Articles and Bylaws as submitted to me by the Company pursuant to my
     request for same;
     2. The Registration Statement herein referenced;
     3. The Board of Directors Resolution, dated April 17, 2002, authorizing and
     approving the Company's 2002 Benefit Plan and the preparation of the
     Registration Statement;
     4. The Company's Section 10(a) Prospectus for the Registration Statement;
     5. The Company's Form 10-KSB for the fiscal year ended December 31, 2001
     and the Company's Form 10-QSB for the quarterly period ended September 30,
     2001;
     6. Such other documents as I have deemed necessary for the purposes of this
     Opinion.

     Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.

                                    Page -12-
The documentation and representations provided to me for this opinion by
the Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Nevada; the Company is current
in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of theRegistration Statement; and that the five million two hundred fifty
thousand (5,250,000) shares to be included in the Registration Statement are
available for issuance based upon corporate documentation and on the number of
shares actually issued and outstanding. As such, I am of the opinion that the
Shares herein referenced have been duly and validly authorized and that subject
to compliance with all provisions of the Plan, the Shares will be validly issued
as fully paid and non-assessable shares of common stock in the Company.

     This opinion is based upon and subject to the qualifications and
limitations specified below:

     (A) Certain of the remedial provisions of the 2002 Benefit Plan may be
     further limited or rendered unenforceable by other applicable laws and
     interpretations.

     (B) In rendering the opinion that the shares of the Common Stock to be
     registered pursuant to the Registration Statement and issued under the
     Benefit Plan will be validly issued, fully paid and non- assessable, I
     assumed that: (1) the Company's Board of Directors has exercised good faith
     in establishing the value paid for the Shares; (2) all issuances and
     cancellations of the capital stock of the Company will be fully and
     accurately reflected in the Company's Stock Records as provided by the
     Company's transfer agent; and (3) the consideration, as determined by the
     Company's Board of Directors, to be received in exchange for each issuance
     of common stock of the Company, has been paid in full and actually received
     by the Company.

     (C) I have made no independent verification of the facts asserted to be
     true and accurate by authorized representatives of the Company and have
     assumed that no person or entity has engaged in fraud or misrepresentation
     regarding the inducement relating to, or the execution or delivery of, the
     documents reviewed.

     (D) In rendering this opinion I have assumed that all signatures are
     genuine, that all documents submitted to me as copies conform substantially
     to the originals, that all documents have been duly executed on or as of
     the date represented on the documents, that execution and delivery of the
     documents was duly authorized on the part of the parties, that all
     documents are legal, valid and binding on the parties and that all
     corporate records are complete.

     (E) I have assumed that the Company is satisfying the substantive
     requirements of Form S-8 and I expressly disclaim any opinion regarding the
     Company's compliance with such requirements, whether they are of federal or
     state origin, or any opinion as to the subsequent tradeability of any
     Shares issued pursuant to the Benefit Plan.

     (F) I am admitted to practice law in the State of New York. I am not
     admitted to practice law in the State of Nevada or in any other
     jurisdiction where the Company may own property or transact business. This
     opinion is with respect to federal law only and I have not consulted legal
     counsel from any other jurisdiction for the purpose of the opinion
     contained herein. I expressly except from this opinion any opinion as to
     whether or to what extent a Nevada court or any other court would apply
     Nevada law, or the law of any other state or jurisdiction, to any
     particular aspect of the facts, circumstances and transactions that are the
     subject of this opinion.

                                    Page -13-
(G) This opinion is strictly limited to the parameters contained and
     referenced herein and is valid only as of the signature date with respect
     to the same. I assume no responsibility to advise you of any subsequent
     changes or developments which might affect any aspect of this opinion.

     I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
prior written consent.

Sincerely,

Gerald Einhorn

                                    Page -14-
Bongiovanni & Associates
                          Certified Public Accountants
                            19425-G Liverpool Parkway
                               Cornelius, NC 28031

                       CONSENT OF INDEPENDENT ACCOUNTANTS

                                 April 17, 2002

Vector Holdings Corporation
19495 Biscayne Boulevard, Suite 807
Aventura, Florida 33180

Gentlemen,

         We hereby consent to the use of our audit report dated March 22, 2002
of Vector Holdings Corporation for the year ended December 31, 2001 in the Form
S- 8 of Vector Holdings Corporation dated April 17, 2002.

Sincerely

/s/ Bongiovanni & Associates
-------------------------------
Bongiovanni & Associates
For Auditor Firm

                                    Page -15-
SECTION 10(A) PROSPECTUS OF

                           VECTOR HOLDINGS CORPORATION

     April 17, 2002: This document constitutes part of a prospectus covering
securities of Vector Holdings Corporation, a Nevada corporation (the "Company"),
that have been registered under the Securities Act of 1933, as amended (the
"Securities Act"). This document, a Section 10(a) Prospectus, contains and
constitutes four sections. The first section includes "General Plan
Information." "Registrant Information and Employee Plan Annual Information" is
the next portion and is located in this prospectus. The Company's latest Form
10-KSB, for the fiscal year ended December 31, 2001, which is incorporated
herein by this reference, is the third section with which offerees are being
constructively provided. Finally, offerees who receive Stock Options shall be
provided with a Stock Option Agreement and a Notice of Exercise, which is to be
completed and submitted within the time allowed, with tender of the appropriate
consideration for those who wish to exercise options.

Item 1.  General Plan Information

         The Company's board of directors (the "Board") has adopted a benefit
plan for its employees and others entitled "The 2002 Benefit Plan of Vector
Holdings Corporation" (the "Plan"). Pursuant to the Plan, the Board can
authorize the issuance of stock or options to purchase stock up to an aggregate
of five million two hundred fifty thousand shares of common stock of the
Company, par value $0.001 per share (the "Common Stock"), over a maximum of a
five year period, although the Board may shorten this period.

         The Board adopted the Plan on April 17, 2002. The Plan is intended to
aid the Company in maintaining and continuing its development of a quality
management team, in attracting qualified employees, consultants, and advisors
who can contribute to the future success of the Company, and in providing such
individuals with an incentive to use their best efforts to promote the growth
and profitability of the Company.

         The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), nor qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Administration of the Plan is the exclusive province of the Board. Board members
are elected at each annual meeting of shareholders. The term each Board member
serves is therefore one year. If an annual meeting is not held the member shall
serve until the next submission of matters to a vote of Company's shareholders.

         As ultimate administrators of the Plan, the Board should be contacted
with requests for additional Plan information. Alternatively, the Board may
appoint a committee to administer the Plan (hereinafter the Board or its duly
authorized committee shall be referred to as "Plan Administrators"). As no
committee has been authorized by the Board, the current Board member is the Plan
Administrator. This person is Allen Weintraub. The address of the Board is c/o
the Company,19495 Biscayne Boulevard, Suite 807, Aventura, Florida 33180,
telephone number (305) 466-2410.

         In the event a vacancy in the Board arises, the vote of a majority of
remaining directors may select a successor, or, if the vacancy is not filled by
the remaining Board, the vote of shareholders may also elect a successor to fill
such vacancy. Board members may be removed from office by the vote of
shareholders representing not less than two-thirds (2/3) of the shares entitled
to vote on such removal. Plan Administrators who are not Board members can be
removed or appointed at any time for any reason by the majority vote of Board
members.
                                    Page -16-
The Plan Administrators shall interpret the Plan (which interpretation
is binding on the participants absent demonstrable error), determine which
employees or others shall receive shares or options, decide the number of shares
or options and establish any other terms for the shares or options not already
established in the Company's Plan. Information concerning changes in the Plan
Administrators will be provided in the future either in the Company's proxy
statements, annual or other reports, or in amendments to this document.

Securities to be Offered

         Shares and options providing for the issuance or purchase of shares
equaling a maximum of five million two hundred fifty thousand shares of Common
Stock may be granted under the Plan. All options under the Plan are
"non-qualified" stock options. The number of shares of Common Stock issuable
under the Plan is subject to adjustment in the event of changes in the
outstanding shares of Common Stock resulting from stock dividends, stock splits,
or recapitalizations.

Employees Who May Participate in the Plan

         The Board shall determine which of the Company's employees are eligible
to receive shares or options under the Plan. The term "Employee" includes any
employee, director, officer, or consultant or advisor of the Company or any of
its subsidiaries, provided that bona fide services shall be rendered by
consultants and advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

         The Plan Administrators shall determine which employees shall receive
shares or options. The Plan is not subject to ERISA and the securities are being
issued by the Company and not purchased on the open market or otherwise.

         Options granted under the Plan shall be exercisable as determined by
the Plan Administrators. If an option granted under the Plan should expire or
terminate for any reason without having been exercised in full, the unpurchased
shares subject to that option will again be available for grant under the Plan.

         The exercise price payable to the Company for Option Shares shall be as
set forth from time to time by the Plan Administrator. The exercise of any
Option shall be contingent on receipt by the Company of the exercise price paid
in either cash, certified or personal check payable to the Company.

         The shares of Common Stock subject to the Plan and the exercise price
of outstanding options are subject to proportionate adjustment in the event of a
stock dividend on the Common Stock or a change in the number of issued and
outstanding shares of Common Stock as a result of a stock split, consolidation,
or other recapitalization. Options and all other interests under the plan shall
be non- transferable, except by means of a will or the laws of descent and
distribution.

Amendments and Termination

         The Plan may be abandoned or terminated at any time by the Plan
Administrators except with respect to any Options then outstanding under the
Plan. The Plan shall otherwise terminate on the earlier of the date that is five
years from the date first appearing in the Plan or the date on which an option
for the five million two hundred fifty thousandth share is either granted under

                                    Page -17-
the Plan or on which the five million two hundred fifty thousandth share is
de-registered on a post-effective amendment on Form S-8 filed with the
Securities and Exchange Commission (the "SEC"). No options may be granted under
the terms of the Plan after it has been terminated. The Board may alter or amend
the Plan only once during any six month period, except as to comply with changes
to the Code. No termination, suspension, alteration or amendment may adversely
affect the rights of a holder of a previously issued option without the consent
of that holder.

Resale of Common Stock

         Shares of Common Stock issued or purchased on exercise of options
granted under the Plan will have been initially registered pursuant to a Form
S-8 Registration Statement filed by the Company. Subsequent resales of shares
obtained pursuant to the Plan may be eligible for immediate resale depending on
whether an exemption from registration is available or whether the shares are in
fact registered. The Company makes no statement as to subsequent sale-ability of
specific shares obtained pursuant to the Plan and urges any persons seeking to
sell shares so obtained to seek counsel from independent attorneys.

         As may be applicable for subsequent resale of shares obtained from the
Plan, the Board believes that the Company has filed all reports and other
material required to be filed during the preceding twelve months under the
Securities Exchange Act of 1934 as of April 1, 2002.

Tax Effects of Plan Participation & Non-statutory Options

         The following discussion of the federal income tax consequences of
participation in the Plan is only a summary, does not purport to be complete,
and does not cover, among other things, state and local tax consequences.
Additionally, differences in participants' financial situations may cause
federal, state, and local tax consequences of participation in the Plan to vary.
Therefore, each participant in the Plan is urged to consult his or her own
accountant, legal or other advisor regarding the tax consequences of
participation in the Plan. This discussion is based on the provisions of the
Code as presently in effect.

         Under the current provisions of the Code, if shares of Common Stock are
issued to the original holder of a non-qualified option granted and exercised
under the Plan (assuming there is not an active trading market for options of
the Company), (i) the option holder ("Holder") will not recognize income at the
time of the grant of the option; (ii) on exercise of the option the Holder will
recognize ordinary income in an amount equal to the excess of the fair market
value of the shares of Common Stock acquired at the time of exercise over the
exercise price; (iii) upon the sale of the shares of Common Stock the Holder
will recognize a short term or long term capital gain, or loss, as may be, in an
amount equal to the difference between the amount he or she receives from the
sale of those shares and the Holder's tax basis in the shares (as described
below); and (iv) the Company will be entitled to expense as compensation the
amount of ordinary income that the holder recognized, as set forth in Clause
(ii) above.

         If the Holder pays the exercise price entirely in cash, the tax basis
of the shares of Common Stock will be equal to the amount of the exercise price
paid plus the ordinary income recognized by the Holder from exercising the
options. This basis should equal the fair market value of the shares of Common
Stock acquired on the date of exercise. The holding period will begin on the day
after the tax basis of the shares is determined.

         The ordinary income received by the Holder on exercise of the option is
considered to be compensation from the Company. As with other forms of
compensation, withholding tax and other trust fund payments will be due with
respect to the exercise of the options. The Company will initially pay the
Optionee's liability and will be reimbursed by Optionee no later than six months
after such liability arises.

                                    Page -18-
Item 2.  Registrant Information and Employee Plan Annual Information

         The Company will provide to any Employee upon request a copy, without
charge, of the Company's periodic reports filed with the SEC, including its
latest annual report on Form 10-KSB and its quarterly reports on Form 10-QSB.
The Company will also provide any Employee upon written or oral request a copy,
without charge, of the documents incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement. These documents are also incorporated by
reference into the Section 10(a) prospectus, of which this document is a part.
Requests for such information should be directed to the Company at Attn: Allen
Weintraub, 19495 Biscayne Boulevard, Suite 807, Aventura, Florida 33180.

 /s/  Allen Weintraub             President and Director      April 17, 2002
-------------------------------
Allen Weintraub

                                    Page -19-