EXHIBIT 4-4

                     Void after 5:00 p.m. New York, New York
                                on April 2, 2003

               Warrant to Purchase 600,000 Shares of Common Stock

THIS   WARRANT  AND  THE  SHARES  OF  COMMON  STOCK   UNDERLYING   THIS  WARRANT
(collectively,  the  "Securities")  HAVE NOT BEEN  REGISTERED  UNDER THE  UNITED
STATES  SECURITIES  ACT OF 1933, AS AMENDED (the "Act") AND MAY NOT BE EXERCISED
BY A "U.S.  PERSON"  (as  defined in Section  (j) hereof) OR FOR THE ACCOUNT AND
BENEFIT OF A U.S.  PERSON UNLESS THE SECURITIES ARE REGISTERED  UNDER THE ACT OR
AN OPINION OF COUNSEL IS  DELIVERED  TO THE EFFECT THAT AN  EXEMPTION  FROM SUCH
REGISTRATION  UNDER  THE ACT IS  APPLICABLE  FROM OR AS  OTHERWISE  PROVIDED  IN
REGULATION  S  PROMULGATED  UNDER SUCH ACT. IN  ADDITION,  NO OFFERS OR SALES OR
TRANSFERS  (INCLUDING INTERESTS THEREIN) MAY BE MADE OF ANY OF THE SECURITIES IN
THE UNITED  STATES OR TO A U.S.  PERSON OR FOR THE ACCOUNT AND BENEFIT OF A U.S.
PERSON,  UNLESS SUCH  SECURITIES  HAVE BEEN  REGISTERED FOR RESALE UNDER THE ACT
EXCEPT AS PERMITTED BY REGULATION S OR ANOTHER EXEMPTION FROM REGISTRATION UNDER
THE ACT.

                         -------------------------------
                        WARRANTS TO PURCHASE COMMON STOCK
                                       OF
                           UNITED LEISURE CORPORATION
                         -------------------------------

         This is to certify that, FOR VALUE RECEIVED, Strata Equities Limited or
assigns ("Holder"),  is entitled to purchase,  subject to the provisions of this
Warrant,  from United Leisure Corporation,  a Delaware Corporation  ("Company"),
600,000 fully paid,  validly issued and  non-assessable  shares of Common Stock,
$.01 par value, of the Company ("Common Stock") at any time on or after the date
hereof  but not later  than 5:00 p.m.  New York,  New York  Time,  April 2, 2003
("Exercise Period") at an exercise price equal to Twenty Seven ($.27) per share.
The number of Shares of Common  Stock to be received  upon the  exercise of this
Warrant and the price to be paid for each share of Common  Stock may be adjusted
from  time to time  as  hereinafter  set  forth.  The  shares  of  Common  Stock
deliverable  upon such  exercise,  and as adjusted  from time,  are  hereinafter
sometimes  referred to as "Warrant  Shares" and the exercise price of a share of
Common  Stock  in  effect  at any  time  and as  adjusted  from  time to time is
hereinafter sometimes referred to as the "Exercise Price".

             (A) EXERCISE OF WARRANT.  This Warrant may be exercised in whole or
in part at any time during the Exercise  Period,  and during the Exercise Period
the Holder shall have the right to exercise this

<PAGE>

Warrant into the kind and amount of shares of Common Stock and other  securities
and property  (including cash) receivable by a holder of the number of shares of
Common Stock into which this  Warrant  might have been  exercisable  immediately
prior thereto.

                  (i) Mechanics of Exercise.  (a) In order to exercise  Warrants
into full shares of Common  Stock,  the Holder shall (i) fax a copy of the fully
executed notice of exercise (purchase form) in the form attached hereto ("Notice
of  Exercise")  to the Company at the office of the Company for the Common Stock
that the Holder  elects to exercise the same,  which  notice  shall  specify the
number  of  Warrants  to be  exercised,  the  applicable  exercise  price  and a
calculation  of the number of Pares of Common Stock  issuable upon such exercise
(together  with a copy of the first page of each  certificate  to be  exercised)
prior to Midnight,  New York City time (the "Exercise  Notice  Deadline") on the
date of exercise  specified  on the Notice of Exercise  and (ii)  surrender  the
original  certificates  representing the Warrants being exercised duly endorsed,
along with a copy of the Notice of Exercise  together  with the Warrants and the
full exercise  price for the Warrants (the  "Exercise  Documents") no later than
Midnight,  New York City time the next  business  day,  to a common  courier for
either  overnight or 2-day  delivery to the office of the  Company.  The Company
shall  cause to be issued and  delivered  within  five (5)  business  days after
delivery to the Company of the  facsimile  copies of such notice of Exercise and
such  Warrants  to such  Holder at the address of the Holder on the books of the
Company or such other address as may be specified by such Holder,  a certificate
or  certificates  for the number of shares of Common  Stock  issuable  upon such
exercise of Warrants; provided, however, that the Company shall not be obligated
to issue  certificates  evidencing  the shares of Common Stock unless either the
original Warrants have been received by the Company,  or the Holder notifies the
Company  or its  Transfer  Agent,  or the  Holder  delivers  to the  Company  an
affidavit and  indemnification  to the effect that such  certificates  have been
lost, stolen or destroyed, together with an appropriate indemnity bond.

                  (ii) The Company shall, no later than 6:00 P.M. (New York City
time) on the fifth business day (the "Deadline") after receipt by the Company of
a Notice of Exercise and a facsimile  copy of the Warrant,  provided the Company
has received  the  Exercise  Documents,  issue a  certificate  for the number of
shares of Common Stock to which the holder  ("Holder") of the Security  shall be
entitled as aforesaid and surrender such original Common Stock certificates to a
common courier for overnight delivery to the Holder at the address of the Holder
on the  books  of the  Company.  The  Company  understands  that a delay  in the
issuance and  delivery of the shares of Common  Stock beyond the Deadline  could
result in economic loss to the Holder.  As  compensation  to the Holder for such
loss,  the  Company  agrees,  provided  the Company has  received  the  Exercise
Documents,  to pay late  payments to the Holder for late issuance of Shares upon
exercise of Warrants of $50 per  business  day for each  business  day after the
Deadline  until the shares  shall be issued.  



<PAGE>

The  Company  shall  pay  any  amounts  incurred  under  this  Section  (ii)  in
immediately  available  funds  within  five (5)  business  days from the date of
issuance of the applicable  Common Stock.  Nothing herein shall limit a Holder's
right to pursue actual  damages for the  Company's  failure to issue and deliver
shares of Common Stock to the Holder  pursuant to the terms of the Warrants.  In
addition, nothing herein shall limit the Holder's right to pursue actual damages
for the Company's  failure to maintain a sufficient  number of authorized shares
of Common Stock.

                  (iii) If this Warrant  should be  exercised in part only,  the
Company  shall,  upon  surrender of this Warrant for  cancellation,  execute and
deliver a new Warrant  evidencing  the rights of the Holder  thereof to purchase
the balance of the Warrant Shares  purchasable  thereunder.  Upon receipt by the
Company of this  Warrant at its office,  or by the stock  transfer  agent of the
Company at its office, in proper form for exercise and accompanied by payment of
the Exercise Price, the holder shall be deemed to be the holder of record of the
shares of Common Stock  issuable upon such  exercise,  notwithstanding  that the
stock  transfer  books of the Company shall then be closed or that  certificates
representing such shares of Common Stock shall not then be physically  delivered
to the Holder.

                  (iv) This Warrant is not transferable to a U.S. Person nor may
it be exercised by a U.S. Person (as defined in Section (j) hereof).  The person
exercising  this Warrant must certify to the Company in writing that he is not a
U.S.  Person (as  defined in Section  (j)  hereof)  and is not  exercising  this
Warrant on behalf of a U.S. Person (as defined in Section hereof).

             (B)  RESERVATION OF SHARES.  The Company shall at all times reserve
for issuance and/or delivery upon exercise of this Warrant such number of shares
of its Common Stock as shall be required for issuance and delivery upon exercise
of the Warrant.

             (C)  FRACTIONAL SHARES. No fictional shares or script  representing
fractional  shares  shall be issued  upon the  exercise  of this  Warrant.  With
respect to any  fraction of a share  called for upon any  exercise  hereof,  the
Company  shall  pay to the  Holder  an  amount  in cash  equal to such  fraction
multiplied by the Current Market Value of a share, determined as follows:

                  (1) If the  Common  Stock is listed on a  National  Securities
Exchange or admitted to unlisted  trading  privileges on such exchange or listed
for trading on the NASDAQ  system,  the Current  Market  Value shall be the last
reported sale price, regular way, of the Common Stock on such exchange or system
on the last  business day prior to the date of exercise of this Warrant or if no
such sale is made on such day, the average  closing bid price,  regular way, for
such day on such exchange or system; or
<PAGE>

                  (2) If the  Common  Stock  is not so  listed  or  admitted  to
unlisted trading  privileges,  the Current Market Value shall be the mean of the
last reported bid and asked prices  reported by the National  Quotation  Bureau,
Inc. on the last business day prior to the date of the exercise of this Warrant;
or

                  (3) If the  Common  Stock  is not so  listed  or  admitted  to
unlisted  trading  privileges and bid and asked prices are not so reported,  the
Current  Market Value shall be an amount not less than book value  thereof as at
the end of the most recent  fiscal year of the Company  ending prior to the date
of the exercise of the Warrant,  determined in such reasonable  manner as may be
prescribed by the Board of Directors of the Company.

             (D)  EXCHANGE, TRANSFER,  ASSIGNMENT OR LOSS OF WARRANT. Subject to
the legend first appearing above, this Warrant is exchangeable, without expense,
at the option of the  Holder,  upon  presentation  and  surrender  hereof to the
Company or at the office of its stock transfer agent, if any, for other warrants
of  different  denominations  entitling  the Holder  thereof to  purchase in the
aggregate  the same  number of shares of  Common  Stock  purchasable  hereunder.
Subject to the legend first appearing  above,  upon surrender of this Warrant to
the  Company  at its  principal  office or at the  office of its stock  transfer
agent,  if any, with the Assignment  Form annexed hereto duly executed and funds
sufficient to pay any transfer tax, the Company shall,  without charge,  execute
and deliver a new Warrant in the name of the assignee  named in such  instrument
of assignment and this Warrant shall promptly be cancelled.  This Warrant may be
divided or  combined  with  other  Warrants  which  carry the same  rights  upon
presentation  hereof at the principal  office of the Company or at the office of
its stock transfer agent, if any,  together with a written notice specifying the
names and denominations in which new Warrants are to be issued and signed by the
Holder  hereof.  The term  "Warrant" as used herein  includes any Warrants  into
which this Warrant may be divided or exchanged.  Upon receipt by the  Company,of
evidence  satisfactory  to it of the loss,  theft,  destruction or mutilation of
this  Warrant,  and (in the case of loss,  theft or  destruction)  of reasonably
satisfactory  indemnification,  and  upon  surrender  and  cancellation  of this
Warrant,  if  mutilated,  the Company  will execute and deliver a new Warrant of
like  tenor  and  date.  Any such  new  Warrant  executed  and  delivered  shall
constitute  an  additional  contractual  obligation  on the part of the Company,
whether or not this Warrant is lost, stolen, destroyed, or mutilated shall be at
any time enforceable by anyone.

             (E)  RIGHTS OF THE HOLDER. The Holder shall not, by virtue  hereof,
be  entitled to any rights of a  shareholder  in the  Company,  either at law or
equity,  and the  rights of the Holder are  limited  to those  expressed  in the
Warrant and are not  enforceable  against  the Company  except to the extent set
forth herein.
<PAGE>

             (F)  ANTI-DILUTION PROVISIONS.  The Exercise Price in effect at any
time and the number and kind of securities  purchasable upon the exercise of the
Warrants shall be subject to adjustment  from time to time upon the happening of
certain events as follows:

                  (1) In case the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of Common Stock
or (ii)  subdivide or reclassify its  outstanding  shares of Common Stock into a
greater number of shares, the Exercise Price in effect at the time of the record
date  for  such  dividend  or  distribution  or of the  effective  date  of such
subdivision,  combination or reclassification shall be adjusted so that it shall
equal the price determined by multiplying the Exercise Price by a fraction,  the
denominator  of which shall be the number of shares of Common Stock  outstanding
after  giving  effect to such  action,  and the  numerator of which shall be the
number of shares of Common Stock  outstanding  immediately prior to such action.
Such adjustment shall be made successively whenever any event listed above shall
occur.

                  (2) In case  the  Company  shall  combine  or  reclassify  its
outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price  in  effect  at the  time of the  record  date  for  such  combination  or
reclassification shall not be adjusted and shall remain "as is" and, anything in
subsection (3) of this Section f to the contrary notwithstanding,  the number of
shares shall not be adjusted and shall remain "as is."

                  (3) Upon each adjustment of the Exercise Price pursuant to the
provisions  of this  Section f, the number of Common  Shares  issuable  upon the
exercise  of this  Warrant  shall  be  adjusted  to the  nearest  full  Share by
multiplying a number equal to the Exercise Price in effect  immediately prior to
such  adjustment by the number of Common  Shares  issuable upon exercise of this
Warrant  immediately  prior to such  adjustment  and  dividing  the  product  so
obtained by the adjusted Exercise Price.

                  (4) No  Adjustment  of  Exercise  Price in Certain  Cases.  No
adjustment of the Exercise Price hereof shall be made:

                      (I)  Upon  the  issuance  or sale of this  Warrant  or the
                      Common Shares  issuable upon the exercise of this Warrant;
                      or

                      (II) If the amount of said  adjustment  shall be less than
                      five cents  ($.05) per Common  Share,  provided,  however,
                      that in such case any adjustment  that  adjustment  which,
                      together  with any  adjustment so carried  forward,  shall
                      amount to 


<PAGE>

                      at least five cents ($.05) per Share.

                  (5) Whenever   the  Exercise  Price  is  adjusted,  as  herein
provided,  the Company shall  promptly cause a notice setting forth the adjusted
Exercise  Price and adjusted  number of shares  issuable  upon  exercise of each
Warrant to be mailed to the Holders,  at their last  addresses  appearing in the
Warrant  Register,  and shall cause a certified copy thereof to be mailed to its
transfer agent,  if any. The Company may retain a firm of independent  certified
public  accountants  selected by the Board of Directors  (who may be the regular
accountants  employed by the Company) to make any  computation  required by this
Section (f), and a certificate signed by such firm shall be conclusive  evidence
of the correctness of such adjustment.

                  (6)  In  the  event  that  at  any  time,  as a  result  of an
adjustment  made  pursuant  to this  Section  (f),  the  Holder of this  Warrant
thereafter  shall become  entitled to receive any shares of the  Company,  other
than Common Stock, thereafter the number of such other shares so receivable upon
exercise of this Warrant shall be subject to  adjustment  from time to time in a
manner and on terms as nearly  equivalent as practicable to the provisions  with
respect to the Common Stock contained in this Section (f).

                  (7)  Irrespective  of any adjustments in the Exercise Price or
the number or kind of shares purchasable upon exercise of this Warrant, Warrants
theretofore  or  thereafter  issued may  continue  to express the same price and
number  and kind of  shares  as are  stated in the  similar  Warrants  initially
issuable pursuant to this Agreement.

             (G)  OFFICER'S  CERTIFICATE.  Whenever the Exercise  Price shall be
adjusted  as required  by the  provisions  of Section  (f),  the  Company  shall
forthwith file in the custody of its Secretary or an Assistant  Secretary at its
principal  office  and with its  stock  transfer  agent,  if any,  an  officer's
certificate  showing the adjusted  Exercise Price determined as herein provided,
setting  forth  in  reasonable  detail  the  facts  requiring  such  adjustment,
including a statement of the number of  additional  shares of Common  Stock,  if
any,  and such other facts as shall be  necessary to show the reason for and the
manner computing such adjustment.  Each such officer's certificate shall be made
available at all reasonable  times for inspection by the Holder or any holder of
a Warrant  executed and delivered  pursuant to Section (a) and the Company shall
forthwith  after each such  adjustment,  mail a copy by  certified  mail of such
certificate to the Holder or any such holder.

             (H)  NOTICES TO WARRANT HOLDERS.  So long as this Warrant  shall be
outstanding,  (i) if the Company shall pay any dividend or make any distribution
upon  the  Common  Stock as a class or (ii) if the  Company  shall  offer to the
holders of Common Stock for
<PAGE>

subscription  or purchase by them any share of any class or any other  rights or
(iii) if the capital  reorganization  of the  Company,  reclassification  of the
capital  stock of the  Company,  consolidation  or merger of the Company with or
into another  corporation,  sale of all or substantially all of the property and
assets of the  Company  to  another  corporation  or  voluntary  or  involuntary
dissolution, liquidation or winding up of the Company shall be effected, then in
any such case,  the Company  shall cause to be mailed by  certified  mail to the
Holder,  at least ten (10) days prior to the date specified in (x) or (y) below,
as the case may be, a notice  containing  a brief  description  of the  proposed
action and stating the date on which (x) a record is to be taken for the purpose
of  such  dividend,  distribution  or  rights,  or  (y)  such  reclassification,
reorganization, consolidation, merger, sale, dissolution, liquidation or winding
up is to take place and date, if any is to be fixed,  as of which the Holders of
the  Common  Stock or other  securities  shall  receive  cash or other  property
deliverable upon such reclassification,  reorganization,  consolidation, merger,
conveyance,  dissolution,  liquidation or winding up. Notwithstanding the above,
the failure to give such notice shall not affect the validity of any transaction
for which the notice was required to be given.

             (I)  RECLASSIFICATION,  REORGANIZATION  OR  MERGER.  In case of any
reclassification,  capital  reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the
Company with or in which merger the Company is the  continuing  corporation  and
which does not result in any reclassification,  capital  reorganization or other
change of outstanding shares of Common Stock of the class issuable upon exercise
of this Warrant or in case of any sale to another corporation of the property of
the Company as an entirety,  the Company shall, as a condition precedent to such
transaction, cause effective provisions to be made so that the Holder shall have
the  right  thereafter  by  exercising  this  Warrant  at any time  prior to the
expiration  of the  Warrant,  to purchase the kind and amount of shares of stock
and other securities and property receivable upon such reclassification, capital
reorganization and other change,  consolidation,  merger or sale, by a Holder of
the  number of shares of Common  Stock  which  might  have been  purchased  upon
exercise of this Warrant  immediately  prior to such  reclassification,  change,
consolidation,  merger or sale. Any such provision  shall include  provision for
adjustments  which shall be as nearly  equivalent as may be  practicable  to the
adjustments  provided for in this  Warrant.  The  foregoing  provisions  of this
Section  (i)  shall  similarly  apply to  successive  reclassification,  capital
reorganizations  and  changes  of  shares  of  Common  Stock  and to  successive
consolidations, mergers or sales.

             (J)  THE RESTRICTIVE PERIOD.

                  (1) The Holder of this Warrant agrees that the Holder,  or any
successor, or any Professional (as defined in Section (j)(3) 
<PAGE>

hereof) (except for sales of any securities  registered  under The United States
Securities Act of 1933 (the "Act"), in compliance with Regulation S or otherwise
exempt from registration  under the Act), (A) will not sell the Warrants and the
shares of Common Stock  issuable  upon exercise  thereof to a U.S.  Person or on
account of the benefit of a U.S. Person or any one believed to be a U.S. Person,
(B) will not engage in any efforts to sell the Warrants and the shares of Common
Stock issuable upon exercise thereof in the United States, (C) will, at the time
a buy order or transfer of the Warrants and the shares of Common Stock  issuable
upon exercise thereof is originated,  believe,  after reasonable  investigation,
that the buyer or transferee is outside the United States,  and (D) will send to
a  "Professional"  acting as agent or principal,  a confirmation or other notice
stating that the Professional is subject to the same restrictions on transfer to
U.S.  Persons or for the  account of U.S.  Persons as provided  for herein.  The
Company  will not  honor or  register,  and  will not be  obligated  to honor or
register,  any transfer or exercise in violation of any of the provisions herein
or that would cause the loss of the exemption afforded by Regulation S.

                  (2) For  purposes  hereof,  a "U.S.  Person"  shall  have  the
meaning set forth in Rule 902(o) of Regulation S under the Act, which  includes,
without limitation, generally any natural person, resident of the United States,
any partnership or corporation  organized or incorporated  under the laws of the
United  States;  any estate of which any  executor  or  administrator  is a U.S.
Person; any trust of which any trustee is U.S. Person; any agency or branch of a
foreign  entity located in the United States;  any  nondiscretionary  account or
similar account, other than estate or trust, held by a dealer or other fiduciary
for the  benefit or account of the U.S.  Person;  any  discretionary  account or
similar account,  other than incorporated or, (if an individual) resident of the
United States.

                  (3) A  "Professional"  is a  "distributor"  as defined in Rule
902(c)  of  Regulation  S under the Act  (generally  any  underwriter,  or other
person,  who  participates,  pursuant  to  a  contractual  arrangement,  in  the
distribution  of the  Securities);  a dealer as defined in Section  2(12) of the
U.S.  Securities Act of 1934  (encompassing  those who engage in the business of
trading or dealing in securities  as agent,  broker or  principal);  or a person
receiving  a selling  concession,  fee or other  enumeration  in  respect of the
securities sold.

             (K)  NON-U.S. PERSON.  The Holder represents to the Company that it
is not a U.S.  Person (as defined above) and he/it is not acquiring the Warrants
or the shares of Common Stock issuable upon exercise  thereof for a U.S.  Person
and the Holder is physically located outside the United States.

             Notice  hereunder  may  be  given  by  personal  delivery,  express
courier, or registered or certified mail.
<PAGE>

             IN WITNESS  WHEREOF,  the  Company  has caused  this  Warrant to be
signed and attested by the Undersigned,  each being duly  authorized,  as of the
date below.

                                        UNITED LEISURE CORPORATION


                                        By: /s/ Harry Shuster
                                            -----------------------------------
Dated: April 2, 1998


<PAGE>



                                  PURCHASE FORM

                                                    Dated:                     ,

         The  undersigned  hereby  irrevocably  elects to  exercise  the  within
Warrant to the extent of purchasing __________ Shares of Common Stock and hereby
makes payment of $___________ in payment of the actual exercise price thereof.

         The  undersigned  hereby  certifies to United  Leisure  Corporation,  a
Delaware  corporation,  that he is not a U.S.  Person and is not exercising this
Warrant on behalf of a U.S. Person as defined in Regulation S promulgated  under
the U.S. Securities Act of 1933 and this exercise is not taking place within the
United States.

                        --------------------------------
                     INSTRUCTIONS FOR REGISTRATION OF STOCK
                     --------------------------------------

Name:
     ---------------------------------------------------------------------------
                     (Please type or print in block letters)

Address:
        ------------------------------------------------------------------------
Signature:
          ----------------------------------------------------------------------

                            ------------------------
                                 ASSIGNMENT FORM
                                 ---------------

         FOR VALUE RECEIVED,____________________________________________________
hereby sells, assigns and transfers unto

Name:
     ---------------------------------------------------------------------------
                     (Please type or print in block letters)

Address:
        ------------------------------------------------------------------------

the right to purchase Common Stock  represented by this Warrant to the extent of
____________shares  as to which  such  right  is  exercisable  and  does  hereby
irrevocably constitute and  appoint______________________________,  Attorney, to
transfer the same on the books of the Company with full power of substitution in
the premises.

Date:                 ,
     -----------------
Signature:
          ------------