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                                                                   Exhibit 10.24
                         Baker, Johnston, & Wilson LLP
                       One Independence Plaza, Suite 322
                           Birmingham, AL 35209-2634
                                 (205) 263-9050
                               Fax (205) 263-9051
                             info@bakerjohnston.com
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<S>                               <C>
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Email:   Brian Shuster                  Address:   brian.shuster@UITlive.com
                                                   (left message on voice mail)
         Sonya Mikic                               sonja@UITlive.com
         Chris Riley                               christopher.riley@unitedleisure.com

From:    J. Brooke Johnston, Jr.        Client Matter No.:1022-01

Date:    December 20, 2000

Re:      Harry Shuster Termination -- Business Judgment Rule
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The purpose of this email is to outline my proposal for a resolution of the
current impasse related to the termination of the Company's relationship with
Harry Shuster in a manner which will protect, as best we can, Brian and me, as
Directors, and the three of you, as officers, so as to allow the Company to move
forward into a position where it can accomplish its goals, i.e., the proposed
development transactions which are pending now as well as the overall goals set
by management for the future.

Obviously, since the parties are so far along on the transaction it is important
that this happen as quickly as possible -- if it is in the best interests of the
Company and its stockholders.  I understand that until the discussion of the
issue of who negotiated the deal came up late last week there was essentially
agreement among the parties that the deal should be consummated as set forth in
the draft Termination Agreement and General Release (the "Termination
Agreement") which you have sent me.

I understand that Mr. Shuster has requested that certain language be added to
the Termination Agreement to the effect that the deal was negotiated on an arm's
length basis without significant involvement by Brian in this process, and that
Sonya and Chris have objected to the inclusion of any such language.  The
procedure which I proposed over the telephone the other day and am briefly
outlining in this email is designed to protect Brian, me and all members of the
Company's management in the best way that we can.  In reviewing this procedure
it should be kept in mind that Directors and officers can be held liable for
inaction just as easily as for action taken.  Since I have just now become aware
that the termination of the Consulting Agreement and other Harry Shuster
relationships is (and apparently have been) required to enable with the Company
to carry out certain of its objectives -- the Nasdaq listing, the engagement
of a "Big Five" accounting firm (Ernst & Young) and the pending transactions
(Sony, Time Warner), it is imperative that a decision be made either to do the
deal or not.
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As discussed with Sonya and Chris over the telephone, the procedure I would
propose would be that we schedule a meeting of the Board of Directors as quickly
as possible after Brian returns from his trip.  This would be a formal, official
Board meeting, attended by the three of you, me as the other Director and by
corporate counsel for the Company, which I understand to be Troop, Steuber,
Pasich, Reddick & Tobey, LLP.  The purpose would be to carry out a discussion
and decision which would be very carefully documented by minutes taken by
corporate counsel so as to protect the Directors decision under the "business
judgement rule" made available under Delaware case law.

Without getting into legal language, simply stated, the "business judgment rule"
is a rule which provides Directors of public corporations protection in making
decisions on behalf of the corporation and its stockholders from later actions
brought by stockholders in an attempt to substitute their judgment (or that of
the Court) for that of the Board of Directors with 20/20 hindsight.  In order to
qualify for the rule, the decision taken must be made by the Directors after
taking into consideration all relevant matters and issues which a prudent
Director would take into consideration under all the circumstances.  Thus, I
believe we should set in motion as soon as possible a procedure pursuant to
which Sonya, Chris and I work together with corporate counsel to delineate all
the relevant issues, and set up a procedure for getting all relevant facts lined
up, independent advice obtained and be positioned to make the decision on a
sound, defensible basis in the Board meeting.

In carrying out this procedure, I believe that the first thing would be for us
to get on the telephone and discuss what it is we want to do.  I have suggested
that I come to Los Angeles for a one day trip during the week between Christmas
and the New Year to set the stage and to work with the appropriate parties to
get the thing set up.  Then, I would propose to come back for the Board meeting,
arriving at least a full day ahead of the meeting, so that we will be properly
prepared to make the determinations required in a manner to protect all parties.
It is important to note that, at the end of the day, it will pretty much need to
be a unanimous decision where the members of the management of the Company,
i.e., the three of you, are recommending to the Board of Directors, i.e., Brian
and me, that in all the circumstances, all pros and cons considered, it is
determined that it is in the best interest of the Company to go forward with the
Termination Agreement.  Then, it is up to the Board of Directors to make its own
independent determination, taking that recommendation into consideration, as to
whether or not to authorize the execution and delivery of the Termination
Agreement and the performance thereof.

As I stated over the telephone, from my perspective, based on the facts known to
me at this time (which need to be better developed), the Termination Agreement
appears to be a reasonable transaction in all the circumstances.  Thus, it seems
to me prudent to go through this decision process commencing as soon as possible
so that this matter can be properly considered by the Board immediately after
Brian's return.

Please let me know what your thoughts are on this matter.

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