AGREEMENT

     This Agreement is made as of this 4th day of October,  2002, by and between
UMDN,  Inc.,  a  Delaware   corporation   ("Provider"),   and  Leisure  Services
Corporation, a Nevada corporation ("Leisure").

     Leisure is a wholly-owned subsidiary of Leisure Industries  Corporation,  a
Nevada corporation ("Leisure Industries"),  which owns and operates a time share
business including nine properties and land with approximately  75,000 owners as
of the date hereof.

     Provider owns and operates a  proprietary  discount  network  business that
provides  discounts  from various  national and local  businesses  to members of
affiliated groups. Provider has created such a network serving members of unions
and other affiliated groups in the Los Angeles metropolitan area.

     Leisure desires that Provider create and manage a private branded  discount
network to be utilized by timeshare and land owners of Leisure Industries in the
Las Vegas and Los Angeles  metropolitan  areas; and Provider is willing to do so
on the terms contained herein.

     In consideration of the premises and of the mutual covenants and agreements
herein contained, the parties hereto do hereby agree as follows:

1.   SERVICES.

     1.1 Provider shall create a discount network of local business providers in
the Las Vegas metropolitan area and shall make available its existing network of
local and national business  providers in the Los Angeles  metropolitan area, in
each case for the  benefit of the  timeshare  owners,  land  owners,  employees,
lessees and tour participants of Leisure,  its sister companies,  parent company
and subsidiaries ("Leisure Members").  Leisure hereby acknowledges that Provider
is entitled to receive and retain all fees and  commissions  payable to Provider
from all local and  national  business  providers  that  comprise  its  discount
networks,  including any discount networks created  specifically for the benefit
of the Leisure Members.

     1.2  Provider  shall  create  and  manage  a  marketing  program  addressed
exclusively to the Leisure Members, that may be called "Club Leisure," and shall
advise the Leisure Members of the existence of Club Leisure,  or other name that
may be mutually  agreed  upon,  and the benefits to be derived  therefrom.  Such
marketing program shall include the creation of a website linked to the existing
Leisure  website,  the  integration of the database of Leisure  Members with the
database of Provider, the interfacing of such website and database with those of
both  Provider and Leisure,  improvements  in existing  tracking  software,  the
creation of  marketing  materials  and the  periodic  updating of all  marketing
materials  consistent  with the  updating  of the  marketing  materials  used by
Provider with respect to its own proprietary subscribers. Provider shall use its
best  efforts  to make  the  Club  Leisure  marketing  program  distinctive  and
consistent with the demographics of the Leisure Members.
<PAGE>
     1.3 To the extent  possible or required under  applicable  law,  including,
without  limitation,  the U.S.  Copyright Act, the Club Leisure homepage and all
marketing  materials  specific  to Club  Leisure and the content and use thereof
(collectively  "Leisure  Materials") created hereunder shall be considered Works
Made For Hire or, if not legally  capable of being  considered as such, then and
in such event Provider hereby assigns to Leisure in perpetuity all right,  title
and  interest,  including  copyright,  Provider  may  have in or to the  Leisure
Materials  throughout  the  universe  free and clear of any and all  claims  for
royalties   or  other   compensation   other   than   that   specified   herein.
Notwithstanding the foregoing, in no event shall the Leisure Materials be deemed
to include any programs,  protocols,  software, hardware or firmware utilized by
Provider in its  operations  or in the creation or management of Club Leisure or
any  improvements,  modifications or enhancements  thereof,  whether or not such
improvements,  modifications or enhancements are designed specifically or solely
for the purposes of creating or managing Club Leisure; Provider shall retain all
rights in such programs,  protocols,  software, hardware and firmware and in all
such improvements, modifications and enhancements.

     1.4 Leisure  shall  cooperate  with  Provider and provide to Provider  such
access to its data and personnel as Provider may reasonably request from time to
time to enable Provider to perform the services required hereunder.

     1.5 Provider shall use its best efforts to complete a discount  network for
the Las Vegas  metropolitan  area,  including at least 100 business providers in
such area, and to complete the services  contemplated by Section 1.2 hereof in a
manner  sufficient  for  Leisure to launch Club  Leisure to the Leisure  Members
within 120 days following the date of this Agreement.

2.   CONSIDERATION.

     In consideration of the services provided by Provider to Leisure hereunder,
Leisure shall pay to Provider as follows:

     2.1 From and  including  the date hereof  through  April 15, 2003,  Leisure
shall pay to Provider,  on the fifteenth day of each calendar month,  the amount
set forth  opposite  such date on  Schedule  A  annexed  hereto  and made a part
hereof.

     2.2 From and including April 16, 2003,  through the end of the term of this
Agreement,  Leisure shall pay to Provider, on the fifteenth day of each calendar
month,  an amount  determined in accordance  with Schedule B annexed  hereto and
made a part hereof.
<PAGE>
     2.3 If any such payment is not made when due in accordance  with Schedule A
or B, as the case may be,  Leisure shall pay to Provider  interest on the amount
not so paid when due at an annual rate of ten percent.

3.   TERM. The term of this  Agreement  shall commence as of the date hereof and
shall  terminate on the first to occur of the  following:  (i) October 15, 2005;
(ii) notwithstanding the provisions of Section 2.3 hereof, fifteen calendar days
following  notice from  Provider to Leisure  that Leisure has not made a payment
when due  hereunder if Leisure does not make such payment  within five  calendar
days following the date of such notice; and (iii) thirty calendar days following
notice from either  party to the other of a breach of any term or  provision  of
this Agreement by the other (other than a failure of Leisure to make any payment
due  hereunder)  and the  failure of the other to cure such  breach  within such
thirty day period.  Upon termination of this Agreement for any reason whatsover,
Provider  shall cease using all  marketing  materials  that are specific to Club
Leisure and shall remove all links and other interfaces between the Club Leisure
website  and its own  facilities;  and  Leisure  shall have the option to pay to
Provider  an  amount  equal  to the  cost to  Provider  of all of the  marketing
materials  that are  specific to Club  Leisure.  Upon  receipt of such  payment,
Provider shall deliver such marketing materials to Leisure.

4.   INDEMNITY.  Leisure  acknowledges  and  agrees  that  the  Leisure  Members
utilizing  Club Leisure will do so as Leisure  Members and not as subscribers to
Provider's  own  services  and that  Provider  shall have no  responsibility  or
liability  with respect  thereto.  In no event shall  Provider be deemed to have
sponsored,  vouched for, endorsed or otherwise  recommended any of the providers
included in the  discount  networks  available to Leisure  Members  through Club
Leisure. Each party (an "indemnitor") shall indemnify,  defend and hold harmless
the other party (an "indemnitee") from and against any and all demands,  claims,
actions or causes of action, judgments, assessments, losses, damages, penalties,
costs (including  reasonable attorneys' fees and related expenses) and all other
liability asserted against,  imposed upon or incurred by the indemnitee by or as
the result of the actions,  inactions or  negligence of the  indemnitor,  or any
claim with respect thereto, in the performance of any of its responsibilities to
any Leisure Member. The indemnitee shall, within ten (10) days following receipt
of such claim, notify the indemnitor;  the indemnitor shall defend such claim by
appropriate proceedings and shall pay all costs and expenses of such proceedings
and the amount of any judgment  imposed on the indemnitee.  The indemnitor shall
employ any counsel selected by it and reasonably acceptable to the indemnitee to
defend the claim or to compromise,  settle or otherwise  dispose of the same. In
no event shall either party be entitled to indemnity hereunder to the extent its
claim arises out of or occurs as the result of its negligent act or omission.

5.   REPRESENTATIONS.  Each  party  to  this  Agreement  hereby  represents  and
warrants to each other party that the  execution,  delivery and  performance  of
this  Agreement  have been duly  authorized by such party and do not violate the
organizational  documents  of such  party or any other  agreement  to which such
party is a party or by which it is bound.  This  Agreement  constitutes a legal,
valid and binding obligation of such party, enforceable against it in accordance
with its terms.
<PAGE>
6.   CONFIDENTIAL MATERIAL.

     6.1 Each party hereto  acknowledges that the performance of its obligations
hereunder  may bring it and its employees  into close contact with  Confidential
Material of the other.

     6.2 For the  purposes of this  Agreement,  Confidential  Material  includes
information  concerning  the business of each party as currently  conducted  and
plans for the future conduct thereof,  including,  without limitation,  customer
lists and files,  marketing  approaches  and plans,  methods of doing  business,
potential acquisition candidates, proposed terms of potential acquisitions, cost
and pricing data, material contained solely in the personnel files of employees,
credit card information,  other personal  identifying  information and all other
similar information. In the case of Leisure, its Confidential Material includes,
in particular and without limiting the foregoing,  the identities of the Leisure
Members and all other  information  concerning the Leisure Members;  and, in the
case of Provider,  its Confidential Material includes, in particular and without
limitation,  its  methods  of  doing  business  and the  terms  of its  business
arrangements  with the  business and service  providers  that become part of its
discount networks.

     6.3 Each  party  acknowledges  that the other  has  already  expended,  and
expects  to  expend,  substantial  sums and has  devoted  and  expects to devote
substantial other resources to create the proprietary  Confidential  Material on
which its  business  depends  and to create  other  Confidential  Material to be
exploited by it and the business  relationships and information  related thereto
and has  substantial  proprietary  interests  and valuable  trade secrets in the
Confidential Material. Each party further acknowledges the competitive value and
confidential  nature of the  Confidential  Material  and the  damage  that could
result to the other if information  contained  therein is disclosed to any third
party.  Each party shall,  and shall use its best efforts to cause its employees
to, at all times treat the  Confidential  Material of the other as its  valuable
proprietary  information  and notify the other in writing if it or they learn of
the unauthorized  use or disclosure of such  Confidential  Material.  Each party
shall,  and shall use its best efforts to cause its employees to,  safeguard the
Confidential  Material of the other with all due care.  Each party hereby agrees
that the Confidential  Material of the other will be used solely for the benefit
of the  other  and  that  it and  its  employees  shall  keep  such  information
confidential and not use it for any other purpose,  publish it or disclose it to
any other party and shall deliver  promptly to the other on  termination of this
Agreement, or at any other time the other may so request, all memoranda,  notes,
records,  reports,  manuals,  drawings,  blueprints and other  documents and all
copies  thereof  in all media in which  resident  relating  to the  Confidential
Material or otherwise to the business of the other, and all property  associated
therewith, which it or its employees may then possess or have under its or their
control.  Notwithstanding  the  foregoing,  the  Confidential  Material does not
include any material which (a) is or becomes  publicly known through no fault of
a party or (b) is disclosed to a party under no obligation of confidentiality by
a  third  party  or  parties  having  the  right  to do so or (c)  is  developed
independently by either party without the use of Confidential Material.
<PAGE>
7.   NON-SOLICITATION; NON-DISPARAGEMENT. Each party further agrees that, during
the term of this Agreement and for a period six (6) months thereafter,  it shall
not solicit or encourage to leave the employ of the other any person employed by
the other on the date hereof or during the term of this Agreement,  either as an
employee or as an independent  contractor,  or hire any such person who has left
the  employ of the other  within one month  following  the  termination  of such
person's employment with the other. In addition, each party hereto hereby agrees
not  thereafter  to  disparage  or  otherwise  to seek to impair  or impugn  the
professional or personal character,  integrity or reputation of the other or the
members, shareholders, officers or directors of the other.

8.   ENFORCEMENT.  Each party acknowledges that the provisions of Sections 6 and
7 hereof are essential to the goodwill and potential  profitability of the other
and have provided a substantial inducement for the other to execute, and perform
its obligations under, this Agreement and that the application  thereof will not
involve a substantial  hardship upon such party's future business or livelihood.
Each party agrees that a violation of the  covenants set forth in Sections 6 and
7 hereof, or any provision  thereof,  may cause irreparable  injury to the other
and the other shall be entitled, in addition to any other rights and remedies it
may have, at law or in equity,  to seek an injunction  enjoining and restraining
such party and its employees from doing or continuing to do any such act and any
other violations or threatened violations of such covenants or provisions.

     If any  provision of Sections 6 or 7 hereof as applied to any  circumstance
shall be adjudged by a court to be invalid or  unenforceable,  the same shall in
no way affect any other  provision of Sections 6 or 7, the  application  of such
provision  in any other  circumstances  or the  validity  or  enforceability  of
Sections 6 or 7 in any other jurisdiction.  If any provisions of Sections 6 or 7
as applied to any  circumstances  shall be  adjudged by a court to be invalid or
unenforceable,  the same shall in no way affect any other provision in any other
circumstances  or  the  validity  or  enforceability  of  Sections  6 or 7 to be
enforced  as  written.  If any  provision,  or any part  thereof,  is held to be
unenforceable  because of the  duration of such  provision  or the area  covered
thereby,  each party agrees that the court making such determination  shall have
the power to reduce the  duration  or area,  or both,  of such  provision  or to
delete  or  blue-pencil  specific  words or  phrases;  and,  in its  reduced  or
blue-pencilled  form,  such  provision  shall then be  enforceable  and shall be
enforced.

     Each party intends to, and does hereby,  confer jurisdiction to enforce the
covenants  contained herein upon the courts of any state of the United States or
any  other  governmental  jurisdiction  within  the  geographical  scope of such
covenants.  If the  courts of any one or more of such  states  or  jurisdictions
shall hold such covenants wholly  unenforceable by reason of the breadth of such
scope  or  otherwise,  it is the  intention  of the  parties  hereto  that  such
determination  shall not bar or in any way affect  either  party's  right to the
relief  provided  above in the  courts of any state or  jurisdiction  within the
geographical  scope of such covenants,  as to breaches of such covenants in such
other respective states or jurisdictions,  the above covenants as they relate to
each state or jurisdiction  being, for this purpose,  severable into diverse and
independent covenants.
<PAGE>
9.   Limitation on Liability of Provider. PROVIDER MAKES NO WARRANTIES,  EXPRESS
OR  IMPLIED,   INCLUDING,   BUT  NOT  LIMITED  TO,  THE  IMPLIED  WARRANTIES  OF
MERCHANTABILITY  AND  FITNESS  FOR A  PARTICULAR  PURPOSE  WITH  RESPECT  TO THE
SERVICES TO BE  PERFORMED  BY IT  HEREUNDER.  IN NO EVENT SHALL  EITHER PARTY BE
LIABLE FOR  INCIDENTAL OR  CONSEQUENTIAL  DAMAGES OR LOST PROFITS OR REVENUES TO
THE FULL  EXTENT  SUCH MAY BE  DISCLAIMED  BY LAW,  EVEN IF SUCH  PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOST PROFITS OR LOST REVENUES.

10.  NOTICES.  All  notices,  requests  and  demands  to or upon the  respective
parties  hereto shall be deemed to have been given or made when deposited in the
mail,  first-class  mail,  registered  and postage  prepaid,  or, in the case of
facsimile or  electronic  mail  transmission,  when sent  addressed as set forth
below or to such other  address  as may be  hereafter  designated  in writing by
either party to the other:

                           If to Provider, to:

                           217 Ashland Avenue
                           Santa Monica, California 90405
                           telecopier: 310-396-1485
                           email: kent@umdn.com


                           If to Leisure,to:

                           Leisure Services Corporation
                           4310 Paradise Road
                           Las Vegas, Nevada 89109
                           Telecopier: 702-369-8980
                           Email: dsteenman@leisureservices.com


11.  NO WAIVER;  Cumulative Remedies;  Amendments. No failure to exercise and no
delay in exercising, on the part of either Leisure or Provider, any right, power
or privilege  hereunder shall operate as a waiver thereof;  nor shall any single
or partial  exercise of any right,  power or  privilege  hereunder  preclude any
other or further exercise  thereof or the exercise of any other right,  power or
privilege.  The rights and  remedies  herein  provided  are  cumulative  and not
exclusive of any rights or remedies provided by law. No modification,  or waiver
of any  provision  of this  Agreement  nor  consent  to any  departure  from the
provisions  hereof,  shall be effective unless the same shall be in writing from
the party so modifying,  waiving or  consenting  and then such waiver or consent
shall be effective  only in the specific  instance and for the purpose for which
it is given.  No notice to either party shall entitle such party to any other or
further notice in other or similar  circumstances  unless expressly provided for
herein.  No course of dealing  between the parties  shall operate as a waiver of
any of their respective rights under this Agreement.
<PAGE>
12.  CAPTIONS.  The captions of the various sections of this Agreement have been
inserted  only for the  purposes of  convenience  and shall not be deemed in any
manner to modify,  define,  enlarge or restrict  any of the  provisions  of this
Agreement.

13.  SURVIVAL OF AGREEMENTS. All agreements, representations and warranties made
herein and in any reports or other  documents  delivered  pursuant  hereto shall
survive the execution and delivery of this  Agreement and shall continue in full
force and effect.

14.  SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, this Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective  successors and assigns. This Agreement may not, however, be assigned
by either party without the prior written consent of the other.

15.  PRONOUNS,  PLURALS, NOMINEES. All pronouns and any variations thereof shall
be deemed to refer to the masculine,  feminine or neuter, singular or plural, as
the identity of the person, firm or corporation may require.  Plurals of defined
terms shall include the singular.

16.  ENTIRE  AGREEMENT.  This Agreement  contains the entire  agreement  between
Leisure and Provider with respect to the subject matter  hereof;  supersedes all
prior written agreements and negotiations and oral  understandings,  if any, and
may not be amended,  supplemented  or discharged  except by performance or by an
instrument in writing signed by both of them.

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

18.  GOVERNING LAW. This Agreement shall be construed and enforced in accordance
with and governed by the internal laws of the State of California  applicable to
agreements  made and to be  performed  entirely  within the State of  California
without giving effect to the conflicts of laws provisions thereof.

19.  SEVERABILITY.  Any  provision  of this  Agreement  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.

20.  INTERPRETATION.  Neither this  Agreement nor any provision  hereof shall be
construed or interpreted  against any party on the basis that such party or such
party's attorney, drafted this Agreement or such provision.
<PAGE>
21.  Arbitration. EITHER PARTY HERETO MAY REQUIRE THE ARBITRATION OF ANY DISPUTE
ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.  ANY SUCH ARBITRATION  SHALL
BE CONDUCTED IN LOS ANGELES,  CALIFORNIA.  EITHER PARTY MAY INITIATE AND REQUIRE
ARBITRATION  BY GIVING  NOTICE TO THE OTHER  PARTY  SPECIFYING  THE MATTER TO BE
ARBITRATED.  IF LEGAL ACTION IS ALREADY PENDING ON ANY MATTER  CONCERNING  WHICH
THE  NOTICE IS GIVEN,  THE NOTICE  SHALL NOT BE  EFFECTIVE  UNLESS  GIVEN BY THE
DEFENDANT  THEREIN  AND GIVEN  BEFORE THE  EXPIRATION  OF TWENTY (20) DAYS AFTER
SERVICE OF PROCESS ON THE PERSON  GIVING THE  NOTICE.  EXCEPT AS PROVIDED TO THE
CONTRARY  IN  THESE  PROVISIONS  ON  ARBITRATION,  THE  ARBITRATION  SHALL BE IN
CONFORMITY  WITH AND SUBJECT TO APPLICABLE  RULES AND PROCEDURES OF THE AMERICAN
ARBITRATION  ASSOCIATION (OR ANY SUCCESSOR THERETO). IF THE AMERICAN ARBITRATION
ASSOCIATION  IS NOT THEN IN EXISTENCE AND THERE IS NO  SUCCESSOR,  OR IF FOR ANY
REASON  THE  AMERICAN  ARBITRATION  ASSOCIATION  FAILS OR  REFUSES  TO ACT,  THE
ARBITRATION  SHALL  BE IN  CONFORMITY  WITH AND  SUBJECT  TO THE  PROVISIONS  OF
APPLICABLE  NEVADA  STATUTES (IF ANY) RELATING TO ARBITRATION AT THE TIME OF THE
NOTICE.  THE  ARBITRATORS  SHALL  BE  BOUND BY THIS  AGREEMENT  AND ALL  RELATED
AGREEMENTS  AND ANY  REMEDY OF THE  ARBITRATOR  SHALL BE  CONSISTENT  THEREWITH.
PLEADINGS IN ANY ACTION  PENDING ON THE SAME MATTER  SHALL,  IF  ARBITRATION  IS
REQUIRED  AS  AFORESAID,  BE  DEEMED  AMENDED  TO  LIMIT  THE  ISSUES  TO  THOSE
CONTEMPLATED BY THE RULES  PRESCRIBED  ABOVE.  EACH PARTY SHALL PAY THE COSTS OF
ARBITRATION, INCLUDING ARBITRATOR'S FEES, AS AWARDED BY THE ARBITRATOR(S). THERE
SHALL BE ONE ARBITRATOR  SELECTED IN ACCORDANCE WITH THE RULES PRESCRIBED ABOVE,
EXCEPT THAT SUCH  ARBITRATOR  SHALL BE NEUTRAL AND FAMILIAR  WITH THE  PRINCIPAL
SUBJECT MATTER OF THE ISSUES TO BE ARBITRATED.  THE TESTIMONY OF WITNESSES SHALL
BE GIVEN UNDER OATH, AND  DEPOSITIONS  AND OTHER DISCOVERY MAY BE ORDERED BY THE
ARBITRATOR(S).  THE RULINGS OF THE ARBITRATORS SHALL BE FINAL AND BINDING ON THE
PARTIES.

         NOTICE: BY EXECUTING THIS AGREEMENT EACH PARTY IS AGREEING TO HAVE ANY
DISPUTE ARISING OUT OF THE MATTERS ARISING UNDER THIS AGREEMENT DECIDED BY
NEUTRAL ARBITRATION AND IS GIVING UP ANY RIGHTS SUCH PARTY MIGHT POSSESS TO HAVE
THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY EXECUTING THIS AGREEMENT EACH
PARTY IS GIVING UP JUDICIAL RIGHTS TO APPEAL. IF EITHER PARTY REFUSES TO SUBMIT
TO ARBITRATION AFTER AGREEING TO THIS PROVISION SUCH PARTY MAY BE COMPELLED TO
ARBITRATE UNDER THE AUTHORITY OF THE APPLICABLE STATE STATUTE. EACH PARTY'S
AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

22.  CONFIDENTIALITY.  Leisure and Provider  shall keep the terms and conditions
of this Agreement  secret and  confidential.  Neither Leisure nor Provider shall
disclose any of such terms or conditions  to any other person or entity  without
the prior written consent of the other except pursuant judicial compulsion or to
the extent required by securities disclosure laws.
<PAGE>
23.  NO THIRD PARTY  BENEFICIARIES.  This  Agreement  is  intended  only for the
benefit of the parties hereto and their  successors,  assigns,  estates,  heirs,
legatees and devisees and not for the benefit of any other third party and shall
not be deemed to give any rights or remedies  to any other  third party  whether
referred to herein or not.

24.  PARTIES  NOT  PARTNERS.  Provider  is an  independent  contractor.  Nothing
contained  herein shall be deemed to  constitute  Provider a partner or employee
of, or joint venturer with, Leisure; and neither Provider nor Leisure shall take
any action from which others might infer that  Provider is a partner or employee
of, or joint venturer with, Leisure.

     IN WITNESS WHEREOF, Leisure and Provider have executed this Agreement as of
the date first set forth above.


                                                     UMDN, Inc.


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


                                              Date: October 04, 2002
                                                   -----------------------------
                                                   Leisure Services Corporation:


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

                                              Date: October 04, 2002
                                                   -----------------------------
<PAGE>
                  LEISURE SERVICES - UMDN, INC. VENDOR CONTRACT
                  ---------------------------------------------
                                   Schedule A

Date                                                  Amount

October 15, 2002                                     $25,944

November 15, 2002                                    $42,883

December 15, 2002                                    $12,299

January 15, 2003                                     $53,103

February 15, 2003                                    $29,009

March 15, 2003                                       $16,785
                                                     -------

Total for Schedule A payments                       $180,023


Note: All payments  under  Schedule A are billed on the 15th day of each  month,
      payable by the first day of the following month.
<PAGE>
                  LEISURE SERVICES - UMDN, INC. VENDOR CONTRACT
                  ---------------------------------------------
                                   Schedule B

Network Administration Fee Schedule beginning April 15, 2003:

The following  fees are based on the total number of Club Leisure  Members,  per
Type*,  who will have access to all established  Discount  Networks.  For Type I
members, this includes access to future Networks as they are developed,  and all
UMDN  National  Providers  and  Strategic  Alliance  products/services.  Type II
members  shall have  access to limited  Providers  in a Network,  as directed by
Leisure Services.

    * Member Types are categorized as:

     - Type I -VIP Members:  Leisure  Employees,  Owners (Land & Vacation),  and
       Lessees

     - Type II - Temporary Members: Tour Participants, including those booked on
       Leisure Industries Vacation Specials.

<TABLE>
<CAPTION>
Fee Matrix:

                             Type I                                                 Type II
------------------- ----------------- ----------------- ------------------ ----------------- ----------------
<S>                 <C>                 <C>              <C>                 <C>              <C>
  Number of VIP     Cost per Member     Total per 12        Number of      Cost per Member    Total per 12
     Members            per Year      mo. period max.   Temporary Members     per Month        mo. period
------------------- ----------------- ----------------- ------------------ ----------------- ----------------
  Up to 50,000           $5.00          $250,000 max       Up to 5,000          $1.50          $90,000 max
                                           per/mo.
------------------- ----------------- ----------------- ------------------ ----------------- ----------------
  Up to 100,000          $3.00          $300,000 max       Up to10,000          $1.00         $120,000 max
                                           per/mo.
------------------- ----------------- ----------------- ------------------ ----------------- ----------------
  Up to 200,000          $2.00          $400,000 max       Up to 20,000         $0.75         $180,000 max
                                           per/mo.
------------------- ----------------- ----------------- ------------------ ----------------- ----------------
</TABLE>
     - Type I: Fees are calculated monthly and based on the total number of Club
       Leisure "VIP" Members in our database, divided by 12.

     - Type II: Fees are  calculated  monthly  based on the total number of Club
       Leisure  "Temporary"  Member Booklets tracked through PNA software,
       printed and delivered.