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                                                                 EXHIBIT 10.6



                              LICENSING AGREEMENT


         This Licensing Agreement ("Agreement") dated September 5, 1996, is
made and entered into by and between Innovative Products, Inc. ("Licensor"), a
corporation organized and existing under the laws of the State of Virginia and
having its principal place of business at 11582 Overleigh Drive, Woodbridge,
Virginia 22192, and Level Best Golf, a corporation organized and existing under
the laws of the State of Florida and having its principal place of business at
14561 - 58th Street North, Clearwater, Florida 34620 ("Licensee").

                              W I T N E S S E T H

         WHEREAS the Licensor has certain right, title and interest in and to
the Product (as hereinafter defined); and

         WHEREAS the Licensor desires to offer the Licensee the opportunity to
commercialize the Product in the United States of America ("U.S.A."); and
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         WHEREAS the Licensee desires to obtain an exclusive license to make,
sell, and market the Product throughout the United States of America without
rights to sublicense.

         WHEREAS the Licensor is willing to provide such license to Licensee as
a means of facilitating the manufacture, marketing and sale of the Product in
exchange for the payment of royalties;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:

1.       Definitions.  As used herein, the terms "Agreement," "Licensor," and
         "Licensee" shall have the meanings indicated above.  As used herein,
         the following terms shall have the following meanings:

1.1      "Effective Date" shall mean the date first written above.





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1.2      "Patent Rights" shall mean (1) United States Provisional Patent
         Application Serial No. 60/018,245 filed May 24, 1996 and any patents
         which issue therefrom and any and all divisions, reissues,
         re-examinations, renewals, continuations, continuations-in-part,
         extensions and patents thereof, and any and all other counterpart
         applications in any other countries and patents and inventors'
         certificates, utility models and the like issuing therefrom.

1.3      "Product" shall mean the BDS 2000 as claimed and disclosed in the
         Patent Rights, including any approved design modifications.

1.4      "Date of First Royalty Payments" shall mean the end of the first
         calendar quarter following the first date of Product shipment.

1.5      "Gross Collected Sales" shall mean all gross receipts collected by
         Licensee from buyers of Product and all other value received by
         Licensee, all with no deductions for sales, marketing, or
         administrative expenses.





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2.       Term and Grant of License

2.1      Grant of License.  Subject to the terms and conditions hereof,
         effective as of the Effective Date, Licensor hereby grants Licensee an
         exclusive right and license under the Patent Rights to make, sell and
         market the Product in the United States of America, and furthermore
         hereby grants Licensee a non-exclusive right and license to make, sell
         and market the Product outside the United States of America.  The
         exclusive license granted hereunder with respect to Product is
         strictly limited to the manufacture, sale and marketing of Products in
         the United States of America.  Nothing in this Agreement shall give
         Licensee the right to sublicense the Product without the written
         approval of Licensor under separate agreement.  Upon Licensor's
         request, Licensee agrees to sell Product to Licensor at twenty percent
         (20%) above Licensee's manufacturing cost.  Licensor shall have the
         non-exclusive right to market and sell the Product outside the U.S.A.

2.2      Term of License.  The Term of the license shall be for five years from
         the first date of Product shipment provided that





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         Licensee maintain sales of the following minimum quantities from the
         first date of Product shipment:

                 First twelve months               150,000 units

                 Second twelve months              250,000 units

                 Third twelve months               300,000 units

                 Fourth twelve months              150,000 units

                 Fifth twelve months               100,000 units


Should Licensee fail to maintain the above minimum sales quantities for any
twelve month period, this license shall terminate unless the parties hereto
agree otherwise.  Furthermore, should Licensee fail to ship product to a buying
customer by June 1, 1997, this license shall terminate unless the parties
hereto agree otherwise.

2.3      Manufacturing and Marketing Costs.  Licensee agrees to incur all
         manufacturing and marketing costs associated with the Product.

2.4      Design Modifications.  Licensee agrees to submit to Licensor samples
         of Product including any proposed design changes for





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         approval by Licensor.  Such approval shall not be unreasonably 
         withheld.



3.       Royalties and Reimbursements.


3.1      Royalties Resulting from Income.

         Royalty Income: Licensor shall receive from Licensee $3.50 (three
         dollars and fifty cents) per unit on the first 10,000 units sold and
         will pay Licensee an ongoing royalty of 11% (eleven percent) of the
         Gross Collected Sales on all subsequent units sold.  Excluded from
         this are any units sold from Licensee to Licensor.


3.2      Due Dates.  Payments of all Royalties by Licensee shall be due within
         thirty (30) days of the end of each calendar quarter after the first 
         date of Product shipment has occurred.  Any such payments shall be 
         made by check drawn in U.S. funds on a U.S. bank and paid to Licensor 
         substantially concurrently with the reports as defined in Section 
         3.3(2) of this Agreement.





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3.3      Reports.  (1)  From the Effective Date to the first date of Product 
         shipment, Licensee shall provide a bi-monthly report to Licensor 
         indicating progress toward commercialization and sale of the Product.

                   (2)  After the first date of Product shipment, Licensee shall
         provide a detailed summary of sales for each calendar quarter which 
         will include a statement of the amount of quarterly Gross Collected 
         Sales realized by Licensee, the amount of any royalty due to Licensor, 
         and the total payment due from Licensee to Licensor.


3.4      Patent Procurement.  Licensor shall be responsible for procurement of
         all Patent Rights and for all reasonable costs incurred during the
         Term of this Agreement in prosecuting and maintaining all U.S. patent
         applications of Patent Rights and obtaining and maintaining all
         patents of Patent Rights.  Licensor shall be responsible for filing
         for patent protection for approved design changes.  Licensee agrees
         that all approved design changes are the property of Licensor.
         Licensee agrees to obtain all requisite documentation assigning any
         patent rights in such approved design changes





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         to Licensor.  Licensor shall keep Licensee fully informed regarding
         all such U.S. patents and patent applications.

3.5      Audit Rights.  Licensee shall maintain the usual books of account and
         records showing the Gross Collected Sales of Products by Licensee.
         Such books and records shall be open to inspection by Licensor at its
         expense during usual business hours, by an independent certified
         public accountant to whom Licensee has no reasonable objection, for
         two (2) years after the calendar year to which they pertain, for the
         purpose of verifying the accuracy of the payments made to Licensor by
         Licensee pursuant to this Agreement.  Inspection shall be reasonably
         limited to those matters related to Licensee's payment obligations
         under this Agreement.

4.       Representations and Warranties.

4.1      Licensor.  Licensor hereby represents and warrants that:

         (a)     it is a corporation validly existing and in good standing
                 under the laws of the state of Virginia;





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         (b)     the execution, delivery and performance of this Agreement have
                 been duly authorized by all necessary action on the part of
                 Licensor;

         (c)     it has the power and authority to execute and deliver this
                 Agreement and to perform its obligations under this Agreement;

         (d)     Licensor has not encumbered, restricted, transferred, or
                 otherwise burdened the application of the Product within the
                 United States of America;

         (e)     to the best of Licensor's knowledge, there is no infringement
                 or suspected infringement of the Patent Rights or misuse,
                 misappropriation, theft, or breach of confidence of other
                 proprietary rights in the Product by a third party;

         (f)     to the best of Licensor's knowledge, it has all rights to the
                 Product and the authority to transfer such rights to the
                 Licensee without violating the rights (whether primary,
                 residual, vested, or nonvested) of any other person; and





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         Licensor specifically disclaims all warranties including, but not
         limited to, warranties of merchantability or fitness for a particular
         purpose.

4.2      Licensee.  The Licensee represents and warrants that:

         (a)     it is a corporation validly existing and in good standing
                 under the laws of the State of Florida;

         (b)     the execution, delivery, and performance of this Agreement
                 have been duly authorized by all necessary corporate action on
                 the part of the Licensee;

         (c)     it has the corporate power and authority to execute and
                 deliver this Agreement and to perform its obligations under
                 this Agreement.

5.       Protection of Property Rights.

5.1      Confidentiality.  Except as provided below, each of the parties
         hereto agrees to use all reasonable efforts to keep confidential all
         information related to the Product received from the other party and
         designated as confidential during the term of this Agreement, together
         with any and all





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         documentation and other physical manifestations or embodiments
         thereof.  Without limiting the foregoing, each party shall use the
         same degree of care, effort and procedures in protecting such
         confidential information as such party utilizes in connection with
         protecting its own information of similar character.

5.2      Exceptions.  The foregoing provisions of Section 5.1 shall not apply
         to information which:

         (a)     at the time of its disclosure hereunder was generally known to
                 the public or subsequently becomes known to the public through
                 no fault of the parties;

         (b)     was in possession of the receiving party prior to disclosure
                 by the disclosing party hereunder and was not acquired
                 directly or indirectly from any third party under obligation
                 of confidentiality to the disclosing party;

         (c)     subsequent to its disclosure hereunder, is obtained from a
                 third party not subject to a contractual or fiduciary
                 obligation for confidentiality to the disclosing party;





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6.       Infringement.

6.1      Notification, Expenses, and Recovery.  Subject to the consent of
         Licensor, which consent shall not be unreasonably withheld, Licensee
         shall have the right, in its sole discretion and at its sole expense,
         to initiate, respond to, prosecute and conclude legal proceedings in
         Licensor's name or its own name against any infringer of the Patent
         Rights in the U.S.A.  Any settlement or recovery received by or
         awarded to Licensee (or to Licensor, if Licensee brings suit in the
         name of Licensor) in any such proceeding shall be divided seventy
         percent (70%) to Licensee and thirty percent (30%) to Licensor after
         Licensee deducts from any such settlement or recovery its counsel fees
         and out-of-pocket expenses relative to any such legal proceeding.  If
         Licensee decides not to initiate legal proceedings against any such
         infringer, or in the event that Licensee decides not to pursue legal
         proceedings which have been initiated, then Licensor shall have the
         right in its sole discretion, to initiate or continue such legal
         proceedings.  Any Settlement or recovery received from any such
         proceeding shall be divided thirty percent (30%) to Licensee and
         seventy percent (70%) to





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         Licensor after Licensor deducts from any such settlement or recovery
         its reasonable counsel fees and out-of-pocket expenses relative to any
         such legal proceeding.  In the event that either party initiates or
         carries on legal proceedings to enforce any Patent Rights against an
         alleged infringer, the other party shall fully cooperate with and
         supply all assistance reasonably requested.  Further, the other party
         at its expense, shall have the right to be represented by counsel of
         its choice in any such proceeding, provided that the party who
         initiates or carries on the legal proceedings shall have the sole
         right to conduct such proceedings.

6.2      Consent of Other Party.  Neither party to this Agreement shall settle
         any action in which both parties are plaintiffs without first
         obtaining the consent of the other party, which consent will not be
         unreasonably withheld.

7.       Independent Contractor.

7.1      Relationship of Licensor and Licensee.  It is agreed that the
         relationship of Licensee to Licensor in the performance of this
         Agreement is as an independent contractor and that the





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         Licensee is not an agent of Licensor.  Licensee agrees to refrain from
         representing itself as being the agent of Licensor in performing or
         acting pursuant to this Agreement.  Neither party shall have the power
         or authority to bind or otherwise commit the other party nor shall
         either party attempt to do so.  No joint venture or partnership shall
         arise from or be imputed under this Agreement.

8.       Indemnification And Insurance

8.1      Indemnification.  Licensee hereby agrees to indemnify and hold
         Licensor harmless from liability arising from any claims, costs,
         damages, or other liabilities, suits or judgments resulting from
         Licensee's use, application, or marketing of the Products so long as
         such claims, costs, damages or other liabilities, suits, or judgments
         are not attributable to grossly negligent or intentionally wrongful
         acts or omissions by Licensor, its trustees, employees and/or agents.
         This indemnity is conditioned upon Licensor's obligation to: (i)
         advise Licensee of any claim or lawsuit, in writing promptly after
         Licensor has received notice of said claim or lawsuit and (ii) assist
         Licensee and its





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         representatives in the investigation and defense of any lawsuit and/or
         claim for which indemnification is provided.

8.2      Insurance.  Prior to marketing or otherwise making the Product
         commercially available, Licensee shall purchase Commercial General
         Liability Insurance, including Product Liability Insurance, for all
         Products developed, manufactured, or marketed as a result of this
         Agreement.  Coverage for Bodily Injury/Property Damage shall be for
         one million dollars ($1,000,000) combined single limit per occurrence
         with an annual aggregate of at least three million dollars
         ($3,000,000).  If permitted, all policies shall name Licensor as an
         additional insured as respects the subject matter of this Agreement.
         The Product Liability Insurance shall provide territorial coverage
         commensurate in scope with sales of the Product by Licensee and shall
         be on an "occurrence" basis.  Evidence of all required insurance
         coverage shall be delivered to Licensor within ten (10) days of the
         policy effective date.  Each policy shall contain a provision that the
         Insurer will not terminate the policy or materially reduce its
         coverage without forty-five (45) days advance written notice to 
         Licensor.





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9.       Breach, Excuse of Performance, and Termination.

9.1      Term.  As stated in Article 2.2 above, this Agreement shall have a
         Term of five years from the first date of Product shipment.

9.2      Breach.  If either party at any time commits any material breach of
         this Agreement, and fails to remedy it within 90 (ninety) days after
         receiving written notice from the other party of such breach, then in
         such case the non-breaching party may cancel this Agreement by
         notifying the breaching party in writing.  The remedies in this
         Section 9.2 are in addition to any other remedies to which the parties
         hereunder may be entitled.  Any failure to cancel this Agreement for
         any breach will not constitute a waiver by the aggrieved party of its
         right to cancel this Agreement for any other breach whether similar or
         dissimilar in nature.

9.3      Effect of Breach upon License.  Any license granted hereunder shall
         terminate automatically upon any permitted unilateral termination or
         unremedied breach, including, but not limited to, the non-shipment of
         Product by June 1, 1997, and the





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         non-payment of royalties as specified in Article 3 herein, of this
         Agreement by the Licensee unless, in the case of Licensee's
         termination of this Agreement, such termination is for an unremedied
         material breach by Licensor, in which event the license grant shall
         not terminate.

10.      Miscellaneous.

10.1     Assignment.  This Agreement shall inure to the benefit of and shall be
         binding upon each of the parties and their respective successors and
         assigns; however, it may not be assigned, in whole or in part, by
         either party without the prior written consent of the other party.
         Assignment will not be reasonably withheld.

10.2     Amendment of Agreement.  No amendment, modification, or addition to
         this Agreement shall be binding upon either party unless reduced to
         writing and duly executed by each of the parties in the same manner as
         the execution of this Agreement.

10.3     Notice.  Any notice or other communication to either party to this
         Agreement required or persisted under this Agreement





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         shall be in writing and shall be deemed to have been served upon such
         party five days after having been dispatched, to such party by
         overnight carrier to the address set below; provided, however, that
         any notices of termination or alleging a breach of this Agreement
         shall also be sent by certified mail:




                 If to the Licensor:

                 Innovative Products, Inc.
                 11582 Overleigh Drive
                 Woodbridge, Virginia 22192

                 Attention: Donna Swanson

                 If to the Licensee:

                 Level Best Golf, Inc.
                 14561 - 58th Street North
                 Clearwater, Florida 34620

                 Attention:  Bill Foley
                             Chief Operating Officer


10.4     Additional Documents.  Each party agrees to execute any documents or
         instruments reasonably necessary to permit such





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         other party to enjoy the full benefit of the rights granted to such
         other party under this Agreement.

10.5     Invalidity of Separable Provisions.  If any term or provision of this
         Agreement is for any reason held invalid, such invalidity shall not
         affect any other term or provision, and this Agreement shall
         thereafter be construed as if such invalid term or provision had never
         been contained in this Agreement.

10.6     Entirety.  This Agreement contains the entire understanding and
         agreement between the parties relative to its subject matter, and
         there are no understandings, agreements, conditions, or
         representations, oral or written, express or implied, with reference
         to such subject matter that are not merged or superseded by this
         Agreement.

10.7     Effect of Headings.  The headings to sections of this Agreement are
         for convenience of reference only and do not form a part of this
         Agreement, and shall not in any way affect the interpretation of this
         Agreement.





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10.8     Choice of Law.  This Agreement shall be interpreted and construed in
         accordance with the laws of the State of Virginia.  Any lawsuits
         between Licensor and Licensee which pertain to this Agreement shall be
         brought in the appropriate State or Federal Court of competent
         jurisdiction within the State of Virginia.

10.9     Counterparts.  This Agreement may be executed in multiple counterparts,
         each of which shall be deemed an original but all of which shall 
         constitute one and the same Agreement.

         IN WITNESS WHEREOF, the parties have caused this agreement to be
executed and delivered as of the day and year first above written.



INNOVATIVE PRODUCTS, INC.               LEVEL BEST GOLF, INC.

By:  /s/ Donna Swanson                  By:  /s/ Bill Foley
   ---------------------------------       -------------------------------------

Its: CEO                                Its:  COO
    --------------------------------        ------------------------------------




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