<PAGE>   1
                                                                   EXHIBIT 10.19

                            DETAILED LICENSING TERMS

               APPLICABLE TO SOFTWARE, DOCUMENTATION, AND DATABASE

         LICENSOR'S grant to LICENSEE of the right to use and possess the copy
of the licensed materials described on the cover page of this License shall be
subject to the following additional terms and conditions:

1.       Definitions of Terms Used.

         A.       "LICENSOR" means K.L.A.M. Computer Services, INC., an
                  Oklahoman Limited Liability Corporation, having a principal
                  place of business at 1427 N. Bittercreek Terrace, Mustang,
                  Oklahoma 73064, the author and owner of the copyright, if any,
                  on the Licensed Software.

         B.       "LICENSEE" means the individual or the business entity
                  licensing the copy of the Software described on the front part
                  of this Agreement. Only those persons in LICENSEE'S
                  organization having need to use the Software in the normal
                  course of their employment are authorized to use the Software
                  in the operation of the business of the LICENSEE in the
                  Licensing Territory and under the terms of this Agreement.

         C.       "LICENSED TERRITORY" is the specific limited geographical area
                  described on the cover page of this Agreement. LICENSEE is
                  only licensed to use this Software to render services and
                  using the Software in any other territory is prohibited and is
                  a violation of this Agreement.

         D.       "SOFTWARE" is the set of copyrighted, if any, object code
                  computer programs and databases licensed hereunder, and to be
                  provided by LICENSOR, from time to time. The Software may be
                  an unpublished work, copyrighted by the LICENSOR under United
                  States copyright laws.

         E.       "DOCUMENTATION" means any Software manual and any written or
                  printed technical material provided by LICENSOR with the
                  Software to explain the operation of the Software and aid in
                  its use.

         F.       "LICENSE" means this License Agreement and the rights and
                  obligations which it creates, under United States copyright
                  laws and other applicable state or federal law.

         G.       "DERIVATIVE" means any computer software program which may be
                  developed containing any part of the Software, regardless of
                  the form of the resulting code, the media it is carried on, or
                  its intended use.

         H.       "TRADE SECRET" means the program structure, logic, data
                  structures, design, process, procedure, formulate, and
                  algorithms contained in the ordered set of instructions which
                  together constitute the Software that may be disclosed by
                  either the Software or the Documentation. Trade Secret does
                  not include information which is Publicly known through no
                  fault of LICENSEE or LICENSEE's employees, contractors, or
                  agents, nor does it include information which is lawfully
                  received by LICENSEE from a third party not bound in a
                  confidential relationship to LICENSOR, nor information
                  disclosed by LICENSOR to a third party without obligation or
                  confidentiality.

<PAGE>   2


2.       Grant of License and Licensee's Agreements.

         2.1      In consideration of LICENSEE'S payment of the initial setup
                  and Continuing service fees stated on the cover page of this
                  License, and of LICENSEE'S agreement to abide by the terms and
                  conditions of this license. LICENSOR grants LICENSEE an
                  exclusive nontransferable right to use and display the
                  specific version of the Software listed on the cover page,
                  only in the Licensing Territory listed, and to render services
                  to customers using the Software and Documentation within the
                  Licensing Territory during the term of this agreement and any
                  renewals thereof LICENSOR retains the right to terminate this
                  License, at any time, should LICENSEE violate any of its
                  provisions. LICENSOR reserves all rights not expressly granted
                  to LICENSEE.

         2.2      LICENSEE agreed to pay LICENSOR all the initial setup and
                  continuing service fees listed on the cover page of this
                  License on or before their due dates.

         2.3      LICENSEE agrees to comply with the terms and conditions of
                  this License and agrees not to use the Software and
                  Documentation licensed hereunder in any way beyond the scope
                  of this License. LICENSEE agrees to take all reasonable steps
                  to protect the Software and Documentation from theft or from
                  use by others contrary to the terms of this License. LICENSEE
                  agrees not to disclose or use any trade secrets which are
                  provided to LICENSEE in LICENSEE's Software, technical
                  manuals, or Documentation except in accordance with the terms
                  of this License. In addition, LICENSEE agrees not to seek to
                  discover any of LICENSOR's Trade Secrets by disassembling,
                  decompiling, or otherwise reverse engineering the Software.

         2.4      LICENSEE agrees that all agreements between LICENSEE and its
                  customers, by which portions of the Software and Documentation
                  are used by such customers, shall be in writing shall be in
                  such form and substance as LICENSOR shall reasonably approve.
                  LICENSEE may use a form agreement, previously approved by
                  LICENSOR, but shall nonetheless provide LICENSOR with true
                  copies of all such licenses signed, without further request of
                  LICENSOR. However, without limitation of the foregoing,
                  LICENSEE shall cause such each such agreement to contain the
                  Following provision:

                  Notwithstanding anything herein to the contrary, in the event
                  of the termination of that certain Software License Agreement
                  and Data Base Update Agreement, dated () 1999 between KLP.N
                  Computer Services, L.L.C ("LICENSOR") and Let's Play, Inc.
                  ("LICENSEE"), at the election of LICENSEE all rights of
                  LICENSEE under this agreement shall be assigned and
                  transferred to LICENSOR. LICENSOR shall not be liable to any
                  party hereto for any liability or obligation of LICENSEE
                  whatsoever, including by limitation any computer software or
                  databases licensed by LICENSOR to LICENSEE; provided however
                  that if LICENSOR shall elect to have LICENSEE's rights in this
                  Agreement assigned to LICENSOR, as above provided, then
                  LICENSOR shall be liable for all of LICENSEE's obligations
                  under such Agreement that do not arise during of in any way
                  relate to the period prior to such assignment. The provisions
                  of this paragraph are for the express benefit of LICENSOR, its
                  successors or assigns but shall end after LICENSEE agrees to
                  return the original and all existing copies of the software
                  and Documentation to LICENSOR within five (5) days after the
                  termination date set forth in the written notice of LICENSOR'S
                  termination of this License for any authorized reason, whether
                  a breach or expiration under the Agreement.

<PAGE>   3

3.       Ownership of Software.

         An express condition of this License is that LICENSOR shall at all
         times retain ownership of the Software recorded on the original and
         other copies may subsequently exist. This License is not a sale of the
         Software data content recorded on LICENSEE'S copy or any subsequent
         copy. All risk of loss, however, shall be borne by LICENSEE. LICENSOR
         agrees to provide a replacement copy of any destroyed Software at
         LICENSOR'S cost of reconstructing the same, plus 20% for administrative
         costs, upon request of LICENSEE.

4.       Possession and Copying of the Software.

         LICENSEE agrees that the software will only be displayed or read into
         or used on computers required to render services within the Licensing
         Territory. LICENSEE agrees to make no more than two (2) copies of the
         Software for archival or backup purposes only, all of which copies
         (together with the original) shall be kept in the possession or direct
         control of LICENSEE and within the Licensing Territory. LICENSEE agrees
         to place a label on the outside of each backup copy showing the program
         name, version number and the LICENSOR's copyright and trademark
         notices, in the same form as they appear On the original licensed copy.

5.       Transfer or Reproduction of Software.

         5.1      LICENSEE is NOT licensed to rent, lease, transfer, network,
                  reproduce Display or distribute this Software, LICENSEE
                  acknowledges that unauthorized reproduction of copies of the
                  Software may constitute a serious crime; such actions may also
                  result in a suit for damages, injunctive relief, and attorney
                  fees.

         5.2      Except as provided in Paragraph 2.4 of the second part of this
                  Agreement entitled "Detailed Licensing Terms" and as provided
                  for by the terms of Paragraph 5.2 in the first part of this
                  Agreement entitled "Terms and Termination," LICENSEE may not
                  transfer any copy of the Software and Documentation to another
                  person or entity outside LICENSEE's immediate organization, on
                  either a permanent or a temporary basis without the express
                  written consent of LICENSOR. If the LICENSEE attempts an
                  unauthorized transfer, this License shall terminate
                  immediately on notice from LICENSOR.

         5.3      This License shall terminate immediately on notice from
                  LICENSOR in the event of a sale or other transfer of
                  LICENSEE's service business without the express written
                  consent of LICENSOR. In addition, this License shall terminate
                  immediately on notice from LICENSOR in the event of a sale or
                  other transfer of stock, partnership or other interests in
                  LICENSEE, that results in LICENSEE's original shareholders or
                  their families owning, in the aggregate, less than fifty-one
                  percent (51%) of the voting stock of the LICENSOR or any
                  permitted transferee without the express written consent of
                  LICENSOR. Any required consents shall not be reasonably
                  withheld or delayed.

         5.4      If a transfer is made without a required approval, LICENSEE
                  shall return the Software and Documentation to LICENSOR,
                  including all copies, within five (5) days of receiving notice
                  of termination from LICENSOR. In the event of an authorized
                  transfer of the service business, the transferee shall sign a
                  new license for the Software and Documentation directly with
                  LICENSOR on LICENSOR's then current terms and conditions.
                  There will, be no change in the licensing terms. LICENSOR
                  retains the right to terminate this license and to take legal
                  action if any of these conditions are violated.
<PAGE>   4

6.       Derivatives, Adaptations, and Modifications to the Software.

         LICENSEE is prohibited from making any modifications to the Software
         and Documentation and from creating any derivative of the Software and
         Documentation. However, LICENSEE may request other changes or
         adaptation as desired. If any other changes or adaptations are desired,
         LICENSEE may request assistance from LICENSOR however, LICENSOR shall
         have no obligation to provide customizing services, other than those
         required from time to time.

 7.      Limited Warranty and Disclaimer of Liability.  LICENSOR HAS NO CONTROL

         OVER THE CONDITIONS UNDER WHICH LICENSEE USES THE SOFTWARE, THEREFORE,
         LICENSOR DOES NOT AND CANNOT WARRANT THE RESULTS THAT MAY BE OBTAINED
         BY ITS USE. HOWEVER, LICENSOR PROVIDES THE FOLLOWING LIMITED
         PERFORMANCE WARRANTIES:

         7.1      LICENSOR warrants that the magnetic media which the Software
                  and Documentation is recorded on and the Documentation
                  provided with it are free from defects in materials and
                  workmanship under normal use. LICENSOR warrants that the
                  Computer Software itself will perform substantially in
                  accordance with the specifications set forth in the
                  Documentation provided with the Software.

         7.2      The above warranties are made for a period of thirty (30) days
                  from the date the completed program is delivered to LICENSEE.

         7.3      LICENSOR will replace any magnetic media or any copy of the
                  Documentation which proved defective in material or
                  workmanship without charge.

         7.4      LICENSOR will either replace or repair any Software that does
                  not perform in accordance with the specifications set forth in
                  the Documentation with a corrected copy of the Software or
                  corrective code. In the case of a error in the documentation,
                  LICENSOR will correct errors in the Documentation without
                  charge by providing addenda or substitute pages.

         7.5      If LICENSOR is unable to replace defective Documentation or
                  defective Media or if LICENSOR is unable to provide corrected
                  software or corrected Documentation within a reasonable time,
                  LICENSOR will either replace the Software with a functionally
                  similar program.

         7.6      LICENSOR does not warrant that the functions contained in the
                  Software will meet LICENSEE'S requirements or that the
                  operation of the Software will be uninterrupted or error free.
                  The warranty does not cover any media or documentation which
                  has been subjected to damage or abuse. The Software warranty
                  does not cover any Software, which has been altered or changed
                  in any way by any one other than the LICENSOR. LICENSOR is not
                  responsible for problems caused by change in the operating
                  system which are made after the delivery of the Software not
                  for the problems that occur as a result of the use of
                  LICENSOR's Software in conjunction with non-LICENSOR software.

         7.7      NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
                  PARTICULAR PURPOSE SHALL APPLY TO THE MEDIA, THE DOCUMENTATION
                  OR THE SOFI'WARE PROGRAM.

         7.8      LICENSOR SHALL NOT IN ANY CASE BE LIABLE FOR SPECIAL,
                  INCIDENTAL, CONSEQUENTIAL, INDIRECT OR OTHER SIMILAR

<PAGE>   5

                  DAMAGES ARISING FROM BREACH OR WARRANTY, BREACH OF CONTRACT,
                  NEGLIGENCE, OR ANY OTHER LEGAL THEORY EVEN IF LICENSOR OR ITS
                  AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

         7.9      This warranty allocates risk or product failure between
                  LICENSEE and LICENSOR. LICENSOR's Software and Documentation
                  pricing reflects this allocation of risk and the limitations
                  of liability contained in this warranty. The warranties set
                  forth above are in lieu of all other express warranties,
                  whether oral or written, and the remedies set forth above are
                  LICENSEE's sole and exclusive remedies. The agents and
                  employees of LICENSOR are not authorized to make modifications
                  to this warranty, or additional warranties binding on
                  LICENSOR. According, additional statements such as advertising
                  or presentations, whether oral or written, does not constitute
                  warranties by LICENSOR and should not be relied upon.

8.       Software Maintenance.

                  For the duration of this License, LICENSOR will maintain the
                  Software and Documentation to operate in the Licensing
                  Territory specified on the cover page of the first page of the
                  first part of this Agreement, and supply LICENSEE with any
                  improvements or modifications to the Software and
                  Documentation which are not charged for as options, and which
                  are made generally available to all LICENSOR's licensees.

9.       General Conditions.

         9.1      The validity and performance of this License shall be governed
                  by the law of the State of Oklahoma, except as to copyright
                  and trademark matters which are covered by United States laws
                  and international treaties. This License Agreement is deemed
                  entered into at Oklahoma City, Oklahoma.

         9.2      The failure of any party to enforce any of the provisions
                  hereof shall be construed to be a waiver of the right of such
                  party thereafter to enforce any such provisions.

         9.3      The expiration or termination of this License shall not affect
                  provisions of this License, which by their terms and meaning
                  are of a continuing nature such as the provisions relating to
                  the use or disclosure of trade secrets.

         9.4      This License sets forth the entire understanding and agreement
                  between LICENSOR and LICENSEE as to the subject matter hereof
                  and merger of all prior advertising, discussions, proposals,
                  purchase orders, agreements, communications, and
                  representations between them, whether written or oral. None of
                  the parties shall be bound by any conditions, definitions,
                  warranties, or representations with respect to any of the
                  terms and conditions hereof other than as expressly provided
                  in this License. This License may only be modified by a
                  written agreement made subsequent to the date of this License
                  and signed by an officer of LICENSOR and LICENSEE.

         9.5      If any provision of this License agreement shall be held by a
                  court of competent jurisdiction to be contrary to law, the
                  remaining provisions of this agreement shall remain in full
                  force and effect.

         9.6      Headings included in this Agreement are for convenience only
                  and are not to be used to interpret the agreement between the
                  parties.
<PAGE>   6


         9.7      This License shall be deemed effective from the date LICENSEE
                  receives the Software and Documentation, and shall be valid
                  only so long as LICENSEE uses or possesses the Software and
                  Documentation, unless cancelled by LICENSOR for a violation of
                  its terms.

         9.8      Recognizing the unusual nature of software and trade secrets,
                  LICENSEE acknowledges LICENSOR's right to immediate injunctive
                  relief in case of any breach of this Agreement by LICENSEE, in
                  addition to any other remedy in damages.

         9.9      Each and all of the provisions of the Agreement shall be
                  binding upon and shall inure to the benefit of the parties
                  hereto and their respective successors and assigns.


                                       SELLER:

                                       K.L.A.M. COMPUTER SERVICES, INC.


                                       By: /s/ Loren Lutz
                                           ----------------------------

         ATTEST:


         /s/ Monika Lutz
         ----------------------------


                                       PURCHASER:

                                       LET'S PLAY, INC.


                                       By: /s/ Thomas Higginson
                                           ----------------------------

         ATTEST:


         /s/ Linda Higginson
         ----------------------------

<PAGE>   7


                        COMPUTER SOFTWARE SALES AGREEMENT

         This agreement made on this _______ day of _________ 1999 by and
between K.L.A.M. Computer Services INC., an Oklahoman limited liability
corporation, having principal offices at 1427 N. Bittercreek Terrace, Mustang,
Oklahoma 73064, hereinafter referred to as ("SELLER") and Let's Play, Inc., a
Colorado corporation, having principal offices at 3883 Ruffin Road, Suite A, San
Diego California, 92123-1813), hereinafter referred to as ("PURCHASER').

         Witnesseth Whereas, SELLER has developed software entitled Sports Arena
Management System Version 1.0 and SELLER is the owner of all right, title, and
interest including, but not limited to, copyright in the Software; and Whereas,
PURCHASER is a corporation which operates recreational facilities in various
locations throughout the United States.

         Whereas, PURCHASER desires to purchase certain rights in the Software
from SELLER and SELLER desires to sell certain rights in the Software to
PURCHASER on the terms and conditions hereinafter set forth.

         Now, Therefore, SELLER and PURCHASER agree as follows:

1.       Software.

         The Software consists of five sections: l) Scheduling, 2) Receipts, 3)
         Database, 4) Standings and Overall Statistics, and 5) Overall Interface

2.       Sale of Software.

         PURCHASER assumes all responsibility, without recourse to SELLER, for
         all support, enhancements costs, services, and all other aspects
         regarding ownership of the program. However, SELLER shall assist
         PURCHASER as described in paragraph 6 below.

3.       Closing.

         The closing and transfer of title to the program from SELLER to
         PURCHASER ("Closing") will take place at the time of the delivery of
         the Overall Interface described in paragraph 1 above to PURCHASER's
         Austin location pursuant to paragraph 10 below.

4.       Payment.

         In return for all rights, title, and interest in the program, PURCHASER
         shall make payments to SELLER as follows:

         4.1      Total Payment in the amount of $10,000.00, which shall be made
                  in increments of $2000.00 per section as described in
                  paragraph 1 with the sum of $2,000.00 per section being due at
                  the time of delivery to the first location of PURCHASER.

5.       Delivery.

         Documentation: SELLER shall deliver to PURCHASER whatever documentation
         regarding the program that exists as of the date of the Closing. The
         documentation shall be delivered as one copy of machine-readable object
         code and one hard copy in human-readable form.

6.       Assistance in Additional Product Development.

<PAGE>   8

         6.1      SELLER agrees to make available to PURCHASER the services of
                  Loren Lutz, ("PROGRAMMER') employed by SELLER, as follows:

                  6.1.1    For the period immediately following the delivery of
                           each section to PURCHASER, as much as three (3)
                           months of Programmer's, technical support via
                           telephone at no charge. A month consists of four (4)
                           and a full week consists of five (5) consecutive
                           workdays of up to eight (8) hours.

                  6.1.2    For a period immediately following the delivery of
                           the completed program to each location, as much as
                           three (3) months of Programmers technical support via
                           telephone at no charge.

                  6.1.3    For a period following the three (3) month period
                           described in paragraph 6.1.1 above, programmer will
                           provide technical support via telephone at the rate
                           of $30.00 per hour to be prorated in fifteen-minute
                           increments. All other software support will be billed
                           at the rate of $30.00 per hour to be prorated in
                           fifteen-minute increments.

                  6.1.4    Programmers support of Hardware will be provided at
                           the rate of $30.00 per hour to be prorated in 15
                           minute increments.

         6.2      Data backing maintenance will be provided via modem one time
                  per week. Back up of all critical files will be provided by
                  Programmer and held confidentially by Programmer at the rate
                  of $10.00 per month per facility.

         6.3      PURCHASER shall provide Seller/Programmer the use of a
                  computer to the subjection of Seller/Programmers
                  specifications not to exceed $3,000.00 in price, during the
                  length of said contract.

 7.      Warranties.

         SELLER represents and warrants to PURCHASER as follows:

         7.1      SELLER is the sole owner and has the legal right to sell all
                  right title, and interest, including, but not limited to,
                  copyrights, in the program.

         7.2      SELLER further warrants that such sale does not infringe any
                  third parties' property or personal rights.

         7.3      There are no pending lawsuits concerning any aspect of the
                  program and that the program has not been published in such a
                  way as to lose any of its copyright protection.

         7.4      There is no other person, firm, corporation, or other legal
                  entity having any title or interest in the program.

         7.5      There are no outstanding options, licenses, or agreements of
                  any kind relating to the program, although SELLER retains the
                  right to enter into any other options, licenses or
                  organizations relating to the program, or any portion thereof,
                  with any 3rd party in the future.

         7.6      SELLER has full power to grant the rights and privileges
                  granted herein.

         7.7      The execution and consummation of this Agreement will not
                  conflict with or result in any breach of any of the terms
                  conditions or provisions of, or constitute a
<PAGE>   9

                  default under, or result in a creation of any lien, change or
                  encumbrance upon the program pursuant to any corporate
                  charter, by-law, indenture, mortgage, agreement or other
                  instrument to which SELLER is a party.

         7.8      All copies of any or all parts of the program, other than
                  parts in existence only temporarily and used solely in the
                  developmental stages of the program, contain an appropriate
                  copyright notice in the name of the SELLER.

         7.9      SELLER is not in arrears for any federal or state income,
                  social security, unemployment, or any other taxes.

         7.10     This transaction does not involve the sale of all or
                  substantially all of its assets.

         7.11     The program and accompanying documentation are sold "AS IS"
                  and without warranties as to performance of merchantability.
                  THE PROGRAM IS SOLD WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES
                  WHATSOEVER. NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE IS
                  OFFERED. Any liability of SELLER due to a breach of any
                  paragraph of these warranties described in paragraph seven
                  (7), above will be Limited exclusively to replacement of
                  defective media.

8.       Copyrights.

         8.1      PURCHASER shall affix an appropriate copyright notice in the
                  name SELLER on all copies or all parts of the program. If any
                  or all parts of the program have not been registered
                  previously in the United States Copyright office, PURCHASER
                  shall notify SELLER.

         8.2      PURCHASER shall affix the same copyright notice in the name of
                  SELLER on all copies of all parts of the program that are
                  created after delivery.

         8.3      PURCHASER shall enforce copyrights in the program against
                  infringers. This enforcement shall be at PURCHASER's expense.

9.       Buy-Back Option.

         9.1      PURCHASER hereby grants to SELLER an option of first refusal
                  to repurchase the rights, title, and interest in all versions
                  and enhancements of the program and related documentation
                  ("Option") The Option shall be exercisable only in the event
                  that PURCHASER, in its sole discretion, elects to sell its
                  rights, title, and interest in the program.

         9.2      If SELLER elects to exercise the Option, the repurchase shall
                  be on terms mutually agreeable to the parties.

10.      Trial Run.

         10.1     PURCHASER acknowledges that on December 23, 1998 in Oklahoma
                  City, Oklahoma and on February 20, 1999 in Austin, Texas duly
                  authorized representatives of PURCHASER fully tested Sections
                  of the Program in its present state of development on computer
                  hardware of their choice ("Trial Run"). SELLER acknowledges
                  that PURCHASER has not seen the total completed Program in its
                  entirety. As a result of the Trial Run, PURCHASER is fully
                  satisfied that the Program is marketable and hereby waives
                  forever that objection
<PAGE>   10

                  to proceeding with the Agreement; however, PURCHASER and
                  SELLER agree as follows:

         10.2     SELLER will deliver the Sections of the Program as described
                  in paragraph 1.1 above to PURCHASER'S Austin, Texas facility;

         10.3     PURCHASER will pay for said Sections as described in paragraph
                  4.2 above.

         10.4     After Closing and delivery of the completed Program to
                  PURCHASER'S Austin, Texas facility, PURCHASER will have thirty
                  (30) days in which to examine the completed program and decide
                  the following:

                  10.4.1   That the Program is completely satisfactory OR

                  10.4.2   That the Program is not satisfactory at which time
                           SELLER shall be allowed thirty (30) days within which
                           time to cure any defects to PURCHASER'S satisfaction,
                           following that time if PURCHASER is still not
                           satisfied then PURCHASER will not keep the Program or
                           use it in its other facilities and SELLER will keep
                           (60%) of the $10,000.00 purchase price for his time
                           and effort to date and as for liquidated damages.

                  10.4.3   At no time will PURCHASER have the right to keep
                           portions of the Program Without full and complete
                           payment for the entire Program.

11.      Breach or Default.

         In the event that either party should breach any of its obligations
         under this Agreement ("Event of Default"), then the non-breaching party
         shall have no further obligation to pay any monies to or to perform any
         other obligation for the breaching party unless and until such breach
         is cured. If, as a result of such Event of Default by either party, the
         non-breaching party shall have suffered monetary damages, the
         non-breaching party may deduct such monetary damages from any and all
         monies due to the breaching party under this Agreement.

12.      Term and Termination

         This Agreement shall be binding on the parties, their assigns, personal
         representatives, and successors This Agreement shall continue in full
         force and effect in Perpetuity except as herein provided.

13.      Change or Alternations.

         No change or addition to this Agreement shall be effective unless in
         writing and properly executed by the parties.

14.      Entire Agreement.

         This Agreement contains the entire understanding of the parties and
         supersedes all previous verbal and written agreements. There are no
         other agreements, representations, or warranties other than those set
         forth herein.

15.      Construction.

         This Agreement shall be construed under the laws of the State of
         Oklahoma.

<PAGE>   11

16.    Arbitration.

         In the event the parties are unable to resolve any dispute, they agree
         to submit the dispute to binding arbitration in accordance with the
         rules of the American Arbitration Association. This paragraph shall not
         preclude either party from seeking injunctive relief from a court of
         competent jurisdiction.

17.      Effective Date.

         This Agreement shall be effective from the date first indicted above.
         In Witness Hereof, the parties hereto have caused this Agreement to be
         executed by their duly authorized officers as of the date first
         indicated above.

                                       SELLER:

                                       K.L.A.M. COMPUTER SERVICES, INC.

                                       By: /s/ Loren Lutz
                                           ----------------------------
                                               PRESIDENT

ATTEST:


/s/ Monika Lutz
----------------------------
    SECRETARY


                                       PURCHASER:

                                       LET'S PLAY, INC.


                                       By: /s/ Thomas Higginson
                                           ----------------------------
                                               PRESIDENT

ATTEST:


/s/ Linda Higginson
----------------------------
    SECRETARY




<PAGE>   12


       COMPUTER SOFTWARE LICENSE AGREEMENT AND DATA BASE UPDATE AGREEMENT

         THIS IS A COMPUTER SOFTWARE LICENSE AND DATA BASE UPDATE AGREEMENT
between K.L.A.M. Computer Services, INC., an Oklahoma Limited Liability
Corporation, having a principal place of business at 1427 N. Bittercreek
Terrace, Mustang, Oklahoma 73064 ("LICENSOR") and Let's Play, Inc., a Colorado
Corporation having a principal place of business at 3883 Ruffin Road, Suite A,
San Diego California, 92123-1813 ("LICENSEE") This Agreement ("AGREEMENT") shall
be on the terms and conditions set forth on this covering sheet and in the
licensing form attached, which together shall constitute the entire agreement of
the parties

1.       Licensee and Effective Date.

         1.1      The authorized LICENSEE is: Name: Let's Play, Inc. a Colorado
                  Corporation Address: 3883 Ruffin Road, Suite A, San Diego, CA
                  92123-1813

         1.2      The effective date of this Agreement is the date on which the
                  last party to execute this Agreement executes this Agreement.

2.       Installation and Setup Fee.

         2.1    The setup fee has been waived for this Agreement.

3.       Service Fee.

         3.1      LICENSOR shall have the unlimited right to access LICENSEE's
                  computer system by telecommunications or, during normal
                  business hours by direct access, for the purpose of monitoring
                  usage and for program and database maintenance, however, such
                  access will not unreasonably interfere with the operation of
                  the system. The LICENSOR shall keep these financial records
                  and information confidential, except to the extent that
                  disclosure is necessary to resolve dispute between the parties
                  or to comply with the requirements of taxing or other
                  governmental authorities. In the event of dispute, LICENSEE
                  shall make available to LICENSOR and its representatives,
                  promptly upon LICENSOR's request therefor, all of LICENSEE'S
                  records, including without limitation, financial records and
                  financial statements, in order for LICENSOR to accurately
                  determine the amount owing by LICENSEE hereunder.

4.       Licensing Territory.

         4.1      As used herein, the term "Licensing Territory" shall mean the
                  continental United States of America.

5.       Term and Termination.

         5.1      This Agreement shall run for twenty-five (25) calendar years,
                  commencing on the date hereof. As long as the Agreement is not
                  terminated by either party by reason of the default of the
                  other party during the first twenty-five year term, the
                  Agreement shall renew automatically for a second twenty-five
                  (25) year term. After the expiration of the second twenty-five
                  year term, the Agreement shall renew automatically from year
                  to year unless one party shall

<PAGE>   13



                  give the other party written notice of nonrenewal at least six
                  (6) months before the automatic renewal date of the Agreement.

         5.2      Recognizing that LICENSEE may elect to utilize this License
                  through a partnership or subsidiary corporation in which
                  LICENSEE is the controlling partner or the majority
                  shareholder, LICENSOR hereby grants to LICENSEE (but not the
                  LICENSEE'S assignee) the limited right to assign this
                  Agreement with its rights to use the Software and
                  Documentation licensed hereunder to any business entity of
                  which LICENSEE is and continues to be a controlling partner or
                  majority shareholder ("ASSIGNEE") for operations within the
                  Licensing Territory.

                  5.2.1    If at any point LICENSEE ceases to be the controlling
                           partner or majority shareholder of the ASSIGNEE, then
                           LICENSOR may, but need not, require the termination
                           of any assignment. If LICENSOR requires the
                           termination of the assignment under this provision
                           said assignment shall by itself terminate with no
                           further action on the part of the LICENSOR, and the
                           License shall be deemed reassigned to LICENSEE.

                  5.2.2    LICENSEE shall continue to be liable for all sums due
                           from the ASSIGNEE and no failure on the part of the
                           ASSIGNEE to make said payments shall relieve
                           LICF.NSEEE from its individual obligation to make
                           said payments. The bankruptcy or insolvency of the
                           ASSIGNEE, or of the LICENSEE itself, shall be cause
                           for immediate termination of this License, and should
                           LICENSOR be unable to terminate the License because
                           of the provisions of the United States Bankruptcy
                           Laws, then the trustee or other party in possession
                           of the Software and Documentation shall be obligated
                           to protect the trade secret status of the said
                           information by executing a trade secret agreement or
                           returning any source code and internal documentation
                           which it may possess to LICENSOR immediately upon
                           request. The ASSIGNEE holding this License under any
                           assignment shall have no authority whatsoever to
                           further assign or to sublicense this License or any
                           Software or Documentation and on termination or
                           liquidation of the ASSIGNEE, the assignment shall
                           automatically terminate and all the rights granted in
                           this License shall be revested in LICENSOR.

6.       Items to Be Delivered.

         6.1      The following items, and no other, shall be deliverable by
                  LICENSOR, as part of the initial setup and services, on or
                  before the scheduled delivery date of:

                  6.1.1    Licensed programs (Software), Documentation, and
                           appropriate database for the LICENSING Territory,
                           uniquely configured for LICENSEE's equipment and with
                           a database as current as possible as of the effective
                           date of this Agreement, or more recently, if
                           available. The Software licensed according to the
                           detailed License attached is known as Sports Arena
                           Management System Version 1.0, in substantially the
                           form described in the Operational Description in the
                           Documentation provided to LICENSEE, as the said
                           Software may be changed by LICENSOR from time to
                           time.
<PAGE>   14

                  6.1.2    Listing of suggested equipment and procedures for
                           installation of the Software and equipment.

                  6.1.3    Suggested business plan and method of operations,
                           including suggested customer contract and other forms
                           for use in the business, based on the Software and
                           equipment.

LICENSEE understands that the obligation to order, purchase, and install the
necessary equipment is that of the LICENSEE. The Software and the database
cannot be installed or tested until all required equipment is on hand and in
complete working order. LICENSOR shall have no liability for late or
malfunctioning installations caused by late or non-working equipment. LICENSOR
is not engaged in providing or repairing equipment, and has no responsibility to
LICENSEE for any of it.

7.       Taxes and Government Licenses.

         7.1      LICENSEE agrees to pay, upon demand, any and all sales, use,
                  or other similar tax, which may be on LICENSOP by any
                  governmental agency on any aspect of the transaction assessed
                  contemplated hereby. LICENSEE shall be solely responsible for
                  procuring and maintaining any license or franchise required to
                  operate the business in which the Software and database are
                  used.

8.       Indemnity.

         8.1      LICENSEE, and its permitted ASSIGNEES, if any, agrees that
                  they, jointly and severally, if more than one individual or
                  entity, shall indemnify and hold LICENSOR harmless from any
                  and all liability and claims against LICENSOR by anyone, which
                  arise out of or in connection with the use of the Software and
                  the database contained therein in the operation of LICENSEE'5
                  business, of if the LICENSOR is required to pay by reason of
                  litigation or claims against LICENSOR for any such reason.
                  LICENSOR shall have the right to retain, at LICENSEE's cost,
                  legal counsel of LICENSQR'5 selection for the purpose of
                  defending such claims, but no settlement of any such claims
                  will be made without consultation with LICENSEE and its
                  insurance carriers, if any.

         In Witness Whereof, the parties have executed this Agreement as of the
dates set forth below.

<PAGE>   15


DATED this 19th day of March, 1999

                                       LICENSOR:

                                       K.L.A.M. COMPUTER SERVICES


                                       By: /s/ Loren Lutz
                                           ------------------------
                                           PRESIDENT
ATTEST:


/s/ Monika Lutz
------------------------
SECRETARY
                                       LICENSEE:

                                       LET'S PLAY, INC


                                       By: /s/ Thomas W. Higginson
                                           ------------------------
                                           PRESIDENT

ATTEST:


/s/ Linda Higginson
------------------------
SECRETARY