AGREEMENT AMENDMENT


This  Amendment  is made this 19th day of December  2002,  by and between  UMDN,
Inc., a Delaware corporation ("Provider"),  and Leisure Services Corporation,  a
Nevada corporation ("Leisure").


WITNESSETH

WHEREAS,  Provider and Leisure entered into a certain Agreement dated October 4,
2002; and,

WHEREAS,  the  parties  are willing to amend the  original  Agreement  as stated
below.

NOW THEREFORE,  for and in consideration of the terms,  covenants and conditions
herein contained,  Provider and Leisure agree as follows:

1. Provider and Leisure  hereby agree that all  obligations,  by and between the
parties,  arising out of the original Agreement shall be suspended, for a period
of one hundred and twenty  (120)  calendar  days,  through  close of business on
April 18, 2003 ("Suspension  Expiration").  Any and all claims/causes of actions
arising  out of or  relating  to the  performance  of the  Agreement  are waived
through the Suspension Expiration date.

2.  Leisure  hereby  agrees to make  payment to Provider in the amount of Twenty
Thousand ($20,000.00) Dollars, in the form of a Cashiers Check or through a wire
transfer,  by close of business on December 20th,  2002.  Provider hereby agrees
that payment made by Leisure  pursuant to this provision  shall  constitute full
satisfaction of payment obligations from the start date of the Agreement through
the Suspension Expiration.

     a. On or before the Suspension Expiration,  Leisure will elect, in its sole
     discretion,  one of  the  following  two  options,  details  of  which  are
     described in Sections  2.b.  and 2.c.,  below:  Option (1) - terminate  the
     Agreement; Option (2) - reinstate the Agreement.

     b.  Pertaining  to Option (1) above,  if Leisure  elects to  terminate  the
     Agreement,  Leisure  agrees to make  payment in the  amount of  One-Hundred
     Thousand  Dollars  ($100,000.00),  for  Settlement  and  Termination of the
     Agreement,   to  Provider   within  15  calendar  days  of  the  Suspension
     Expiration.

     c.  Pertaining  to Option (2) above,  if Leisure  elects to  reinstate  the
     Agreement,  the first  payment of  $25,944,  outlined  in Schedule A of the
     Agreement,  must be  received by  Provider  within 15 calendar  days of the
     Suspension  Expiration.  Each subsequent payments' due date, as outlined in
     Schedule A, shall be set  accordingly  from the date of the first  payments
     receipt.  All obligations  under the Agreement shall then be enforced as if
     the first payment date were the start date of the Agreement.

3. In the event of  Leisure's  payment for  termination  it is agreed that these
payments shall  constitute full  satisfaction of payment  obligations  under the
Agreement,  the  Agreement  shall be  terminated,  neither  party shall have any
further  obligation under the Agreement and any and all claims/causes of actions
arising out of or relating to the Agreement shall be waived for all time.


<PAGE>

4. Neither  Provider nor Leisure shall make any statements that may be construed
as negative toward the other or the other's business.

5. This Agreement may be executed  simultaneously  in two or more  counterparts,
and in facsimile, each of which shall be deemed an original but which, together,
shall constitute but one Agreement.

6. Any provision of this Amendment which is prohibited or  unenforceable  in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction shall not invalidate or render unenforceable such provisions in any
other jurisdiction.

7. Each party  warrants that it had the  authority to enter into this  agreement
and to lawfully perform its obligations hereunder.


IN WITNESS WHEREOF, Provider and Leisure voluntarily and knowingly execute this
Agreement as of the date first set forth above.



                                                 UMDN, Inc.

                                                By: /s/ Kent Keith
                                                      --------------------------
                                                         Kent Keith, President

                                                Date: December 19, 2002
                                                      --------------------------


                                                    Leisure Services Corporation

                                                By:    /s/ Diane Steenman
                                                      --------------------------
                                                       Diane Steenman, President

                                                Date: December 19, 2002
                                                      --------------------------