AGREEMENT


         1.  Initial  Transaction.  Reference  is  made to  that  certain  Asset
Purchase Agreement dated as of June 30, 1998,  pursuant to which United Internet
Technologies,  Inc.  (formerly  known as United  Leisure  Interactive,  Inc. and
hereafter referred to as "United") sold certain assets to Netcruise Interactive,
Inc.  ("Netcruise"),  in  consideration  of, among other  things,  (i) 2,000,000
shares  (the  "Shares")  of the Common  shares (the  "Common  Stock") of Genisys
Reservation Systems,  Inc.  ("Genisys"),  and (ii) two warrants (the "Warrants")
each entitling the holder to purchase 800,000 shares of Common Stock.

         2. Curative  Action and Reasons  Therefor.  Genisys has advised  United
that (i) the foregoing matter has caused Genisys to be in inadvertent  violation
of Nasdaq Marketplace Rule 4310 (c) (25) (H) (the "Rule"),  because the issuance
of the Shares and the  Warrants  was not  approved by Genisys'  shareholders  as
required by the Rule;  and (ii) Nasdaq has informed  Genisys that it will delist
the Common Stock absent the  undersigned  parties  taking  curative  action (the
"Curative  Action")  acceptable to Nasdaq.  Accordingly,  Genisys and United, by
this  Agreement,  have,  subject  to the  execution  of  this  Agreement  by all
individuals and entities reflected on the signature page hereto,  agreed to take
the following Curative Action:

         (a) Subject to compliance  by Genisys with the  provisions of Section 2
(b) below, United will return (the "Return") to Genisys
         (i) 11100,000 of the Shares for cancellation  (the remaining Shares are
hereinafter referred to as the "Retained Shares"), and (ii) the Warrants.

         (b)  Simultaneously  with the  Return,  Genisys  will duly and  validly
authorize,  issue and deliver (the  "Delivery")  to United  1,100,000  Preferred
shares of Genisys  having the  following  rights,  preferences,  privileges  and
restrictions  (the  "United  Preferred  Shares"):  (i) a par value of $.000l per
United Preferred Share; (ii) no voting rights except (A) as required by law, and
(B) that the rights,  preferences,  privileges  and  restrictions  of the United
Preferred  Shares shall not be amended,  modified or affected  without the prior
written  consent of the holders  thereof;  (iii) the following  dividend  rights
(with all  dividends  to accrue pro rata on a daily  basis from the first day of
the period with respect to which they are payable):  (A) one mandatory  dividend
at the total annual rate of $275,000 (accruing from October 1, 1998), payable on
September  30, 1999,  (B)  mandatory  dividends at the total  quarterly  rate of
$68,750 (accruing from the first day of the relevant calendar quarter),  payable
on the last day of each calendar  quarter  commencing with the calendar  quarter
ending December 31, 1999, and (C) additional mandatory dividends computed at the
rate of 10% per annum on the amount of any dividends not paid when due (accruing
from and after such  relevant  due dates),  payable as and when (and to the full
extent of) funds become legally available for such purpose (all of the foregoing
being referred to as the "Dividend


<PAGE>


Payment Rights");  (iv) a mandatory  liquidation  preference equal to the sum of
$2,750,000  plus all accrued  and unpaid  dividends  in respect of the  Dividend
Payment  Rights,  but not to exceed the  maximum  permitted  by New Jersey  Law,
payable  upon any  liquidation  or  dissolution  of  Genisys  (the  "Liquidation
Preference");  (v) first seniority  rights for the United  Preferred Shares over
all other  classes and series of Genisys'  capital stock in respect of dividends
or other  distributions  on or with  respect to any shares of  Genisys'  capital
stock,  including  without  limitation  amounts  payable upon any dissolution or
liquidation of Genisys (and, in furtherance  and not by way of limitation of the
foregoing,  a  prohibition  on Genisys  paying any  dividend or making any other
distribution  on or with respect to or redeeming or purchasing any shares of its
capital stock,  other than the United Preferred Shares,  while any of the United
Preferred Shares are outstanding);  (vi) automatic,  mandatory conversion of the
United  Preferred  Shares into an equal  number of shares of Common  Stock (with
full  anti-dilution  protection),  immediately  prior to the consummation of any
merger, consolidation, reorganization or sale of all or substantially all of the
assets  of  or  any  similar  transaction   involving  Genisys  or  any  of  its
subsidiaries except that Genisys can sell its travel related business,  provided
that such  business  represents  less than 30~ of the  assets  of  Genisys  on a
consolidated  basis;  and (vii)  automatic,  mandatory  conversion of the United
Preferred  Shares  into an equal  number of shares of Common  Stock  (with  full
anti-dilution  protection) upon Genisys obtaining the requisite  approval of its
shareholders  (other  than the  holders of the United  Preferred  Shares and the
holders of the Retained  Shares) to the Transaction as contemplated by Section 4
below,  hereinafter  the  "Requisite  Approval"),  with all  accrued  and unpaid
dividends in respect of the Dividend  Payment Rights to be  immediately  due and
payable by Genisys to the holders of the United  Preferred Shares whether or not
such dividends are otherwise yet payable (unless the Requisite Approval has been
obtained and the United Preferred Shares have been converted,  as aforesaid,  on
or  before  June 30,  1999,  in which  event no such  dividends  shall be due or
payable).  For  purposes  of  this  Agreement,   the  term  "full  anti-dilution
protection" shall be applied in the same manner as the anti-dilution  provisions
are to be applied in the Warrants.

         The Delivery shall, in form and substance, be satisfactory to United.

         3. Return of Warrants.  If the Requisite Approval is obtained,  Genisys
will immediately redeliver the Warrants to United.

         4.  Shareholders   Meeting.   Genisys  will,  in  accordance  with  all
applicable  legal and Nasdaq  requirements,  call a meeting  (the  "Shareholders
Meeting")  of all of the holders of its voting  capital  stock to  consider  and
approve the issuance of 1,100,000 Shares and the Warrants,  as well as any other
matters that may properly come before the Shareholders Meeting.


                                                            2

<PAGE>

        At the  Shareholders  Meeting,  each of the undersigned  shareholders of
Genisys  agrees to vote all of its, his or her shares of Genisys'  capital stock
(whether  owned of record and/or  beneficially),  and Genisys  agrees to use its
best efforts to cause all of Genisys'  other  shareholders  to vote all of their
shares of Genisys  capital  stock,  in favor of the  issuance  of the  1,100,000
Shares and the Warrants.

          If, for any reason whatsoever,  the aforesaid 1,100,000 Shares and the
Warrants  are not issued to  Netcruise  on or before  June 30,  1999,  then,  in
addition  to any and all  other  rights  and  remedies  available  to  United at
United's  option,  up to four (4) members of the Board of  Directors  of Genisys
("Board"),  which members shall be selected by United,  shall  forthwith  resign
and,  concurrently  therewith,  all of the remaining  members of the Board shall
elect those persons chosen by United to replace them. By their signatures below,
those  shareholders  of Genisys who are also  members of the Board agree to take
such action as to carry out the terms of this provision.

          5. Attorneys Fees and Other Expenses. Genisys will bear all of its own
expenses  (including,  without  limitation,  attorneys'  fees and  expenses)  in
connection with this Agreement,  the subject matter hereof and the  consummation
of the transactions contemplated hereby. Genisys shall also be responsible,  and
shall  promptly  reimburse  United upon  demand,  for all  expenses  (including,
without  limitation,  attorneys'  fees and expenses)  incurred by United and its
affiliates in connection with this Agreement,  the subject matter hereof and the
consummation  of  the  transactions  contemplated  hereby  (including,   without
limitation,  such thereof as may be incurred by such persons in connection  with
complying with any SEC reporting requirements attendant to the foregoing);  and,
in  furtherance  and not by way of limitation of the  foregoing,  Genisys shall,
simultaneously with the execution hereof by United, deliver to United the sum of
$5,000 as an  advance to be used  against  such  expenses  (any  unused  portion
thereof to be  refunded by United to Genisys  following  the  completion  of the
Shareholders Meeting). <PAGE>



           IN WITNESS WHEREOF,  for good and valuable  consideration the receipt
and  sufficiency of which is hereby  acknowledged,  each of the  undersigned has
executed and delivered this Agreement as of the
           day of October, 1998.


           UNITED INTERNET TECHNOLOGIES,         GENISYS RESERVATION SYSTEMS,
           INC.                                  INC.

           BY:_____________________       BY:__________________


                        PRINCIPAL GENISYS SHAREHOLDERS:


           ---------------                -------------------
           WARREN D. BAGATELLE            MARK A. KENNY

           ---------------                -------------------
           LOEB HOLDING CORPORATION       JOHN H. WASKO

           ---------------                -------------------
           LOEB PARTNERS CORP.            JOAN E. WASKO


           ---------------                -------------------
           HSB CAPITAL                    LAWRENCE E. BURK


           ---------------                -------------------
           DAVID W. SASS                  S. CHARLES TABAK


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