LICENSE AGREEMENT
                                -----------------

     THIS AGREEMENT, dated the 1st day of October, 2003, is made by and between
United Internet Technologies, Inc., a subsidiary of United Leisure Corp., a
Delaware corporation, having offices at 1990 Westwood Boulevard, Los Angeles,
California 90025 ("Licensor"), and Marx Toys and Entertainment Corp., a Nevada
corporation, with offices located at 50 First Avenue, Atlantic Highlands, NJ
07716 ("Licensee").

                              W I T N E S S E T H:
                              --------------------

     WHEREAS, on April 1, 2003, Licensee and Licensor entered into a certain
License Agreement; and,

     WHEREAS, Licensor and Licensee agree to nullify and void the April 1, 2003
License Agreement and replace it with the following agreement; and

     WHEREAS, having nullified the April 1, 2003 License Agreement, the parties
wish to memorialize their new agreement respecting the license described herein;
and,

     WHEREAS, Licensee would like to obtain a license from Licensor with respect
to certain property of Licensor and Licensor is willing to grant such license,
all on the terms hereinafter set forth; and

     WHEREAS, the Board of Directors for Licensor and Licensee have approved
this License Agreement by formal Resolution and have authorized the presidents
of each party to execute this License Agreement on behalf of Licensor and
Licensee;

     NOW, THEREFORE, Licensor and Licensee hereby agree as follows.
<PAGE>

1.   Definitions.

     (a)  The word "Property" shall mean all intellectual property owned by
          Licensor, including but not limited to the copyrights, trademarks,
          patents, service marks, names, logos and graphics identified and
          displayed on EXHIBIT A hereto, only as the "Property" relates to toy
          products.

     (b)  The word "Territory" shall be inclusive rather than exclusive, and
          shall be interpreted to mean any geographical territory in which
          Licensee chooses to conduct business, in its sole and absolute
          discretion, with the exception of any geographical territories, if
          any, specifically set forth herein as being excluded from the
          Territory. The Territory covered by this License Agreement is
          Worldwide and is only subject to any limitations set forth in licenses
          for third party licenses such as "Looney Tunes", "Terminator", "The
          Little Rascals", etc.

     (c)  The word "Business" shall mean the manufacture, marketing and sale of
          certain animatronic devices using the intellectual property described
          on EXHIBIT A.

2.   Grant of License; Terms of Use; Period of License.

     (a)  Licensor hereby grants to Licensee, from the date of this Agreement
          until termination of the license as hereinafter provided, a
          non-transferable, non-assignable and non-sub-licensable license,
          except as otherwise stated herein, to use any of the Property.

     (b)  Licensee is hereby granted the exclusive right to operate the Business
          and to use the Property.

     (c)  While the license under this Agreement remains in effect, (i) Licensor
          will not license or permit anyone else to use any Property or any part
          of any Property or any imitation, likeness or variation of any
          Property or of any part of any Property within the Territory in
          connection with any business similar to or competitive with the
          Business, and (ii) Licensor will not itself, directly or indirectly,
          operate a business within the Territory similar to or competitive with
          the Business or use any Property or any part of any Property or any
          imitation, likeness or variation of any Property or of any part of any
          Property within the Territory in connection with any business similar
          to or competitive with the Business subject to the provisions of
          paragraph 5A.

     (d)  All Property is registered in the name of the Licensor, and the
          Licensee will execute such documents and take such other action as may


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<PAGE>

          be necessary to keep all such registrations valid and effective in the
          name of Licensor and in association with the Business. When using the
          Property for advertising, marketing or any other purpose associated
          with the Business, the Licensee will always affix the appropriate mark
          (i.e. "TM," "R" "C").

     (e)  Licensee acknowledges the substantial value of the publicity,
          reputation and goodwill associated with the Property. Licensee also
          acknowledges that the goodwill associated with the Property belongs to
          Licensor. Any additional goodwill that may develop because of the use
          of the Property, or any of the Property, by Licensee will inure solely
          to the benefit of and belong solely to Licensor.

     (f)  The license granted to Licensee under this Agreement will remain in
          effect for five (5) years from the date hereof. So long as Licensee is
          not in default under the terms of this license, the Licensee may
          extend the license for an additional five (5) year term. Licensee must
          provide Licensor with written notice, at least six (6) months prior to
          the termination of the license term, that Licensee wishes to exercise
          the option. Together with Licensee's written request to exercise the
          option, Licensee shall provide its affidavit attesting to the fact
          that Licensee is not in default under any term or condition of the
          license agreement, including but not limited to any and all terms
          respecting the payment of royalties or other fees to Licensor.

          Notwithstanding the foregoing, Licensor may terminate the license and
          this Agreement, on ten (10) days written notice, for any act or
          omission, which Licensor deems inconsistent with or in violation of
          any term or condition set forth in this Agreement.

3.   Royalties and Payment of Royalties.

     A.   Minimum Royalty Payments. Minimum royalty payments must be made each
          year in order to continue the license agreement into the following
          year. If sales of the products have not generated the minimum
          royalties, Licensee at its sole option may pay additional royalties to
          reach the minimums in order to continue the license agreement into the
          following year. It is understood that the minimums are only for the
          purpose of continuing the license agreement and upon termination for
          any reason, any unpaid minimum royalties will not be due.

          (i)    The minimum royalty payment for year 1 of the license shall be
                 $125,000.00. Upon the signing of this license agreement,
                 Licensee shall pay a non-refundable $50,000.00 to Licensor
                 towards the minimum royalty payment for year 1. The balance of
                 $75,000.00 shall be due and payable no later than September 30,
                 2004.


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<PAGE>

          (ii)   The minimum royalty payment for year 2 of the license shall be
                 $300,000.00 and shall be due and payable no later than
                 September 30, 2005.

          (iii)  The minimum royalty payment for year 3 of the license shall be
                 $1,000,000.00 and shall be due and payable no later than
                 September 30, 2006.

          (iv)   The minimum royalty payment for year 4 of the license shall be
                 $1,000,000.00 and shall be due and payable no later than
                 September 30, 2007.

          (v)    The minimum royalty payment for year 5 of the license shall be
                 $1,000,000.00 and shall be due and payable no later than
                 September 30, 2008. In order for Licensee to exercise the
                 option to extend, set forth in section 2(f) above, one-half
                 (1/2) of the minimum royalty payment for year 5 must be
                 received at least sixty (60) days prior to the beginning of the
                 option period. In the event that Licensee properly exercises
                 its option, the minimum royalty payment for years 6-10 shall be
                 $1,000,000.00 per year and shall be due and payable on
                 September 30, 2009, September 30, 2010, September 30, 2011,
                 September 30, 2012 and September 30, 2013.

          (vi)   Licensee's failure to tender any minimum royalty payment in the
                 amount and no later than the date due, shall constitute a
                 default under this license agreement.

     B.   Licensing Fees. Licensee shall be responsible for paying to Licensor
          the following licensing fees in the amounts and on the dates set forth
          below.

          (i)    Upon the signing of this license agreement, Licensee shall pay
                 to Licensor $50,000.00 (in addition to the $50,000.00 payable
                 under section 3(A)(i) above.

          (ii)   Within thirty (30) days from the date of this license
                 agreement, Licensee shall make a payment to Licensor in the
                 amount of $50,000.00.

          (iii)  Within sixty (60) days from the date of this license agreement,
                 Licensee shall make a payment to Licensor in the amount of
                 $25,000.00.


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<PAGE>

          (iv)   Within ninety (90) days from the date of this license
                 agreement, Licensee shall make a payment to Licensor in the
                 amount of $25,000.00.

          (v)    Within one-hundred twenty (120) days from the date of this
                 license agreement, Licensee shall make a payment to Licensor in
                 the amount of $25,000.00.

          (vi)   Within one-hundred fifty (150) days from the date of this
                 license agreement, Licensee shall make a payment to Licensor in
                 the amount of $25,000.00.

          (vii)  No later than six (6) months from the date of this license
                 agreement, Licensee shall pay to Licensor an additional
                 $200,000.00 which Licensee derives from sales revenues.

          (viii) Of the above amounts paid to Licensor (which total
                 $400,000.00), one-half (1/2), or $200,000.00, shall be
                 considered non-refundable advances against royalties for years
                 2-5 at $50,000.00 per year. In other words, provided that
                 Licensee makes the required payments set forth in this section
                 3(B)(i)-(vii), the minimum royalties set forth in section
                 3(A)(ii)-(v) shall be reduced by $50,000.00 per year.

          (ix)   Licensee's failure to tender any licensing fee in the amount
                 and on the date due, shall constitute a default under this
                 license agreement.

          (x)    Licensor, in its sole and absolute discretion shall be entitled
                 to receive any payments set forth in this section 3(B) in the
                 form of stock options from Licensee at a cost of fifteen cents
                 ($0.15) per share.

     C.   Royalty Payments. Licensee shall pay to Licensor the following royalty
          payments based upon a percentage of "net sales" (as hereinafter
          defined) generated from the operation of the Business during the term
          of this license agreement, and any extension thereof.

          (i)    Licensee will pay Licensor a royalty in accordance with the
                 following schedule based on a percentage of Licensee's net
                 sales generated from the operation of the Business during the
                 term and any extension of the term:


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<PAGE>

                                                         Royalty as a Percentage
          Net Sales                                         of those Net Sales
          ---------                                         ------------------
          $1.00 to $10,000,000.00                                  10% *
          $10,000,000.00 to $21,111,111.00                          9% *
          all sales over $21,111,111.01 for
          remainder of term and any extended
          term                                                      8% *

          * In no case will royalties be lower than one dollar ($1.00) per unit.

          (ii)   For purposes of this Agreement, the term "net sales" means the
                 total revenue actually collected from customers for the
                 licensed products.

          (iii)  Licensee will pay royalties to Licensor with respect to net
                 sales during each three-month period ending March 31, June 30,
                 September 30 and December 31 of any year. Such payments will be
                 made within sixty (60) days after the end of each such
                 three-month period and will be accompanied by a statement of
                 the net sales for the applicable period.

          (iv)   Licensee will maintain accurate records of all elements
                 comprising net sales with respect to which royalties are
                 payable under this Section 3. Licensee will make such records
                 available to Licensor for examination and copying, on
                 reasonable notice, during Licensee's normal business hours.
                 Licensee will also furnish copies of such records to Licensor
                 upon request.

4.   Interest. Licensee will pay Licensor interest at the rate of eighteen
     percent (18%) per annum on any amount owing to Licensor which is not paid
     by the due date thereof. Interest will be payable on demand and will accrue
     from the due date until the amount is paid. The provision for interest
     under this Section 4, though, will not excuse or mitigate any default by
     Licensee or affect Licensor's rights by reason of such default.

5.   Sub-Licensing.

     (a)  Any and all sub-licensing opportunities shall be reviewed by both
          Licensor and Licensee. All sub-licensing opportunities shall be
          subject to the approval from both Licensor and Licensee (which
          approval shall not be unreasonably withheld). However, Licensee's
          right to disapprove of any sub-licensing opportunity shall not ripen
          until all payments set forth under section 3(B)(i)-(iv) have been
          made.

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<PAGE>

     (b)  The company that is the procuring cause of the sub-licensing
          opportunity shall be entitled to seventy percent (70%) of all revenues
          generated therefrom, with the other company receiving the remaining
          thirty percent (30%).

     (c)  Any company who does not bring a sub-licensing opportunity to the
          attention of the other company, and attempts to circumvent the
          requirements of this subsection 5, shall be in default of this
          agreement.

6.   Special Sales Opportunities

     (a)  Any and all special sales opportunities procured by Licensor shall be
          subject to Licensee's approval (which shall not be unreasonably
          withheld). Licensor's right to disapprove of any special sales
          opportunity shall not ripen until all payments set forth under section
          3(B)(i)-(iv) have been made. Any and all sales related to a special
          sales opportunity shall be run through Licensee's Business.

     (b)  Any and all profits realized as the result of a special sales
          opportunity initiated by Licensor, shall be shared on a 50/50 basis
          between Licensor and Licensee according to the following terms:

          (i)    Licensor shall first receive its normal royalties from profits,
                 in accordance with section 3(C) up to the total profit amount.
                 If additional profits remain after normal royalty amounts,
                 Licensee shall then receive up to an equal amount of the
                 royalty payment. Any remaining profits after the above payments
                 shall be divided equally between the Licensor and Licensee. For
                 example, if the total net sales equal $100,000 and the profits
                 are calculated at $24,000, Licensor will receive 10% of the net
                 sales first ($10,000), then Licensor will receive an equal
                 amount ($10,000), then they will each receive 50% of the
                 balance of the profit ($2,000 each). If the profit was $15,000,
                 Licensor would receive $10,000 and Licensee would receive
                 $5,000 (balance of profit after the first $10,000 is paid to
                 Licensor).

          (ii)   For purposes of this section 6, net profits shall be calculated
                 based upon net collections from customers, less cost of goods,
                 transportation, freight and handling, sales commissions,
                 advertising allocation, tooling allocation, outside product
                 development allocation and any other costs directly related to
                 the manufacturing, sale, marketing and distribution of the
                 products sold.


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<PAGE>

          (iii)  All payments received by Licensor in accordance with this
                 section 6, up to the normal royalty rates described in
                 paragraph 3, C, (i) shall be applied against Licensee's minimum
                 royalty payment for the year in which the payment is made to
                 Licensor by Licensee.

7.   Press Releases

     (a)  Licensor shall have the right to approve all press releases, such
          approval shall not be unreasonably withheld, which include any mention
          of Licensor's company, management or properties, prior to the release
          of same. Violation of this provision will be a material breach of this
          license Agreement.

8.   Warranties and Indemnity by Licensor.

     (a)  Licensor warrants to Licensee (i) that Licensor owns all of the rights
          in and to the Property, (ii) that the Property is validly registered
          in the name of the Licensor, (iii) that Licensor may grant to the
          Licensee the rights which it grants under this Agreement and it may do
          so without the approval or consent of anyone and the grant of such
          rights to Licensee does not violate any agreement binding upon or any
          obligation of Licensor, (iv) that neither the Property nor the use of
          the Property in accordance with this Agreement, violates or infringes
          any patent, copyright, trademark, service mark or other right, (v)
          that none of the Property contains any libelous or defamatory material
          or any material which Licensor is not duly authorized to use, and (vi)
          that none of the Property misuses or misappropriates any trade secret
          or confidential information.

     (b)  Licensor will indemnify Licensee against any liability and hold
          Licensee harmless from and pay any loss, damage, cost and expense
          (including, without limitation, reasonable legal fees) which Licensee
          incurs in connection with any breach of any of the warranties under
          Section 7(a) or any claim by a third party alleging facts that would
          constitute a breach of any of the warranties under Section 7(a);
          provided, however, that Licensor may, at its expense, defend any claim
          against Licensee covered by the foregoing indemnity of Licensor. If
          Licensor elects to defend any such claim, Licensor will not be liable
          to Licensee for any cost or expense incurred by Licensee after
          Licensor notifies Licensee of its election. In any event, Licensor
          will never be liable for loss of profits or incidental or
          consequential damages.

     (c)  Licensee will promptly notify Licensor of any claim against Licensee
          covered by Licensor's warranty under Section 7(a) with full details of
          the claim. Licensee will cooperate in the defense of any such claim
          and will not settle the same without Licensor's written consent unless


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<PAGE>

          Licensee releases Licensor from all of Licensor's obligations under
          this Section 7 with respect to the claim. If Licensee fails to notify
          Licensor of any such claim within thirty (30) days of the date on
          which Licensee first becomes aware of any such claim, Licensee will
          have forever waived its right to seek indemnity or contribution in
          accordance with Section 7(b) hereof.

     (d)  The provisions of this Section 7 will survive termination of the
          license under this Agreement.

9.   Compliance with Law; Quality Control; Approvals by Licensor.

     (a)  Licensee covenants and warrants that its use of the Property and its
          operation of the Business will comply with all applicable laws, rules
          and regulations.

     (b)  Licensee will maintain high standards of quality, service and
          competence with respect to the operation of the Business.

10.  Promotion. During the term of the license under this Agreement, Licensee
     will diligently and continuously produce, market, sell, promote and
     advertise the Business. Licensee will maintain accurate records of all of
     its expenditures for promoting and advertising the Business. Licensor may
     inspect and copy these records on reasonable notice at any time during
     Licensee's normal business hours, and Licensee will furnish copies of such
     records to Licensor upon request.

11.  Protection of Licensee's Rights. Licensee may, at its expense, take such
     action (including, without limitation, commencing and maintaining any
     action at law or in equity) to protect, defend and enforce its rights to
     the use of the Property against unfair competition, infringement and other
     violations. Licensor will, at Licensee's expense, cooperate and participate
     in any such action and will execute such documents and take such other
     action as Licensee reasonably requests.

12.  Default by Licensee.

     (a)  If Licensee fails to pay when due any amount owing under this
          Agreement and such failure continues for a period of fifteen (15) days
          after Licensee receives notice of the default from Licensor, or if
          Licensee fails to perform any of its other obligations under this
          Agreement which is capable of being cured and such failure continues
          for a period of thirty (30) days after Licensee receives notice of the
          default from Licensor, then Licensor may terminate the license under
          this Agreement by giving the Licensee notice of termination.
          Licensor's rights under this Section are in addition to, and


                                       9
<PAGE>

          are not a limitation on or in substitution for, any other rights which
          Licensor has by reason of any default, including, without limitation,
          any claim for damages.

     (b)  In the event of a shareholder lawsuit, in which Licensee, or any of
          its current officers or directors are named defendants, Licensor shall
          have the right, in its sole and absolute discretion, to terminate this
          license agreement if such lawsuit is not settled, dismissed or
          otherwise resolved within thirty (30) days of Licensor's written
          notice to Licensee.

13.  Termination.

     (a)  Except as provided in subdivision (b) below, on termination of the
          license under this Agreement, regardless of the reason or cause of
          termination, (i) Licensee will immediately cease using the Property
          and cease operating the Business; (ii) Licensee will not use any
          imitation, likeness or variation of the Property or any part of any
          Property; (iii) Licensee will deliver and convey to Licensor, without
          charge and free from any claims, encumbrances or rights in favor of
          others, all plates, engravings, silkscreens, computer and video tapes,
          molds, and other items, used in connection with the operation of the
          Business; and, (iv) Licensee transfers and assigns to Licensor any
          rights which licensee may have acquired in any Property. After
          termination of the license under this Agreement, Licensee will execute
          such documents and take such action as Licensor requests to confirm or
          effect such transfer and assignment to Licensor of any rights which
          Licensee may have acquired in any Mark.

     (b)  Notwithstanding the provisions of subdivision (a), if the license
          under this Agreement is terminated for any reason, Licensee may, for a
          period of 60 days following termination but subject to the other
          provisions of the Agreement including, without limitation, Royalties
          and Quality, sell any inventory of finished goods or goods in the
          process of being manufactured prior to the date of termination.

14.  Warranties and Indemnities by Licensee.

     (a)  Licensee warrants that it will operate the Business only in accordance
          with the terms and conditions set forth in this Agreement and
          understands that any deviation therefrom shall be deemed a breach of
          this Agreement.

     (b)  Licensee will indemnify Licensor against any liability and hold
          Licensor harmless from and pay any loss, damage, cost and expense
          (including, without limitation, reasonable legal fees and costs) which
          the Licensor incurs (i) arising out of any failure by Licensee to
          perform any of its obligations under this Agreement, or (ii) arising


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<PAGE>

          out of any act, omission or obligation with respect to the Property or
          the operation of the Business by either Licensee or anyone acting
          under authority of Licensee, or (iii) arising out of the advertising,
          promotion or use of the Business and the Property. This indemnity does
          not extend to claims that Licensee's use of any Property, as
          authorized under this Agreement, violates the rights of another.

     (c)  Licensee may, at its expense, defend any claim against Licensor
          covered by its indemnity under subdivision (a) above; and if Licensee
          elects to do so, it will not be liable to Licensor for any cost or
          expense incurred by Licensor after Licensee notifies Licensor of its
          election.

     (d)  Licensor will promptly notify Licensee of any claim against Licensor
          covered by Licensee's indemnity under Section 13(a) with full details
          of the claim. Licensor will cooperate in the defense of any such claim
          and will not settle the same without Licensee's written consent unless
          Licensor releases Licensee from all of Licensee's obligations under
          this Section 13 with respect to the claim.

     (e)  The provisions of this Section 13 will survive termination of the
          license under this Agreement.

15.  Liability Insurance. While the license under this Agreement remains in
     effect and for a period of eighteen (18) months thereafter, Licensee will
     obtain and maintain, at its expense, liability insurance covering the
     Business and all services rendered at the Business. The insurance will be
     in an amount not less than $1,000,000.00 per occurrence and not less than
     $5,000,000.00 million in the aggregate, will have deductibles not exceeding
     $5,000.00 per occurrence, and will contain such exclusions and be issued by
     such insurers as Licensor shall approve in writing, such approval not to be
     unreasonably withheld. The insurance will be occurrence-based (as opposed
     to claims made), will include Licensor as a named insured without liability
     for premiums, and will provide for at least thirty (30) days' prior written
     notice to Licensor of cancellation or non-renewal and of any material
     change in the coverage. On execution of this Agreement and on each
     anniversary of the date of this Agreement (including the 18-month period
     following termination of the license), and at any time on request by
     Licensor, Licensee will furnish Licensor with certificates issued by the
     insurer or by a licensed insurance broker confirming that insurance
     coverage required by this Agreement is maintained and in full force and
     effect.

16.  Nature of Relationship. This Agreement creates no relationship between
     Licensor and Licensee other than that of a licensor to a licensee. Licensee
     has no authority to commit Licensor in any manner or to incur any
     obligation on behalf of or in the name of Licensor. Licensee has no


                                       11
<PAGE>

     authority to act on Licensor's behalf with respect to anything or anyone.
     Licensor has no authority to act in any way that affects the nature,
     appearance or validity of the Property.

17.  Sale of the Licensee's Business.

     (a)  Licensee may not sell the Business, or change management in control of
          the Business, without the Licensor's prior written approval.

     (b)  If, during the term of the Agreement, the Licensee receives an offer
          to purchase the Business, the Licensee will first offer the Licensor
          the right to purchase the Business and exercise its right of first
          refusal upon the same terms and conditions offered to the Licensee.
          The Licensee will convey the offer to the Licensor in writing, which
          shall contain a full description of the terms on which the Business is
          to be sold. Within thirty (30) days of receiving the proposed offer
          from the Licensee, the Licensor will advise the Licensee, in writing,
          whether or not Licensor wishes to exercise its right of first refusal
          upon the terms and conditions stated in the written offer. If the
          Licensor indicates that it does not wish to exercise its right of
          first refusal, or if the Licensor does not respond in any manner
          within said thirty (30) day period, the Licensor shall be deemed to
          have waived its right to exercise said right of first refusal, and the
          Licensee may proceed with the contemplated sale, upon the terms and
          conditions set forth in this Section 16 The Licensee may not sell the
          Business on terms and conditions different from those last offered to
          the Licensor, in writing, without first offering to Licensor, in
          accordance with and subject to terms and provisions of this Section 16
          the right to purchase the Business on the new terms.

     (c)  If Licensor does not wish to purchase the Business, or fails to
          respond in accordance with Section 16(b), the prospective purchaser
          must, nevertheless, be approved, in writing, by the Licensor.
          Additionally, the prospective purchaser of the Business, must agree,
          in writing, to comply with and be bound by the terms of this
          Agreement. Only if: (i) the Licensor does not wish to exercise its
          right of first refusal; (ii) the Licensor approves of the prospective
          purchaser; and, (iii) the prospective purchaser agrees, in writing, to
          comply with and be bound by the terms of this Agreement, will Licensor
          agree to assign the Property, this Agreement and the license that
          accompanies this Agreement to the prospective purchaser.

     (d)  The Licensee shall not close on the sale of the Business without the
          Licensor, or an agent of the Licensor, present at the closing. The
          Licensor shall be deemed to have a lien on the purchase proceeds to
          the extent that any monies are due and owing from the Licensee to the
          Licensor in accordance with this Agreement. Licensor's lien, if any,
          shall be satisfied in full, prior to any disbursement to the Licensee.


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<PAGE>

18.  Remedy for Breach.

     (a)  The Licensee acknowledges that the terms of this Agreement are fair,
          reasonable, necessary and reasonably required to protect the
          Licensor's interests.

     (b)  The Licensee acknowledges that, in the event it breaches any part of
          this Agreement, in addition to any monetary damages that may be
          awarded, the Licensor shall have the right to seek injunctive relief
          and/or other equitable relief in any court of competent jurisdiction
          to enforce any term of this Agreement. The Licensee hereby consents to
          the issuance of a temporary restraining order to maintain the status
          quo pending the outcome of any proceeding.

19.  Notice. Notices and other communications under this Agreement shall be in
     writing and sent to each party at its address set forth above or, in the
     event of a change in any address, then to such other address as to which
     notice of the change is given.

20.  Amendment; Waiver. This Agreement may be amended only by an instrument in
     writing signed by Licensor and Licensee. No provision of this Agreement and
     no obligation of either party under this Agreement may be waived except by
     an instrument in writing signed by the party waiving the provision or
     obligation.

21.  Governing Law. This Agreement will be governed by and construed in
     accordance with the laws of the State of California.

22.  Section Headings. Section headings are for convenient reference only and
     shall not affect the meaning or have any bearing on the interpretation of
     any provision of this Agreement.


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<PAGE>



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.


UNITED INTERNET TECHNOLOGIES, INC., a division
of UNITED LEISURE CORP.
Licensor


BY: /s/ Brian Shuster
    ---------------------------------
        Brian Shuster,
        President and CEO


MARX TOYS AND ENTERTAINMENT CORP.


BY: /s/ Robert LoMonaco,
    ---------------------------------
        Robert LoMonaco,
        President and CEO


                                       14
<PAGE>

                                    EXHIBIT A

                                 (The Property)


                                   Technology
                                   ----------

Patent for the Control of Animatronics Devices through the Internet. Patent
covers invention of system for controlling animatronic toys over the Internet
through Chat Rooms

United States Patent #6,370,597.

The invention described within the patent application makes it possible to
control of animatronic devices over the Internet, PDA's wireless cell networks
and other types of digital networks.

All toy applications of the patented technology shall be subject to the license
granted herein.


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