Under the draft proposal, Marx and UIT acknowledge the settlement of any and all claims against each other, and UIT retracts its press release issued on August 18, 2003. As part of the draft Agreement, UIT acknowledges that the License Agreement between the parties remains valid with MARX retaining the exclusive right to market IM Buddy products.

The parties have thus come to an agreement in principal resolving the lawsuit filed by Marx against UIT. Subject to final resolution and execution of formal Releases to be prepared by counsel, a Stipulation of Dismissal to end the case will be filed in the Superior Court of New Jersey. Going forward, Marx and UIT look forward to a very strong and profitable relationship.

After lengthy discussions last evening, UIT CEO Brian Shuster stated that "UIT will be meeting with Marx management over the next couple of days, working together to finalize a resolution." Steve Wise, Marx CEO added "I am confident that the proposed resolution will be finalized shortly and we will move our relationship to a very profitable end for both companies."

Marx recently announced its second order of 10,000 IM Buddy units. "Our Sales Team plans on raising it's projections due to the enormous reception in the field," stated Steven Wise, Marx's CEO. "We had a conservative goal to sell one million units by the end of this year, however, we now expect IM Buddy sales to exceed previous projections," he added. In the first week alone, nearly $250,000 in orders have been received by Marx.

The IM Buddy can be pre-ordered on line at www.marxtoys.com.

Counsel has advised the company that until such time as a final agreement has been signed, the parties maintain their rights and the proposal is without prejudice. In this regard, in the event an Agreement is not timely finalized, Marx will pursue all of its rights, including the appointment of a receiver to ensure that UIT complies with all aspects of the License. Marx was previously granted a temporary injunction in the Superior Court, Monmouth County, Chancery Division under Docket No. C-242-03. Telephone Number 732-431-7000.

About IM Buddies

IM Buddies are a new robotic line which will retail for $24.99. The toy, for which Marx has an exclusive license, will resemble famous cartoon characters and real life individuals. The buddy will sit on top of one's computer monitor and verbalize the user's incoming messages through an advanced "text to speech" technology. The animatronic messaging companion not only talks in the actual character's voice, but has the motorized ability to move its mouth and head simultaneously. This companion uses an infrared sensor and is linked to the front of the computer monitor. Last, it consists of multifunctional capabilities, which include reading stories and playing a handful of online games that come packaged with each toy.

About Marx Toys And Entertainment Corp.

Marx Toys And Entertainment Corp. markets interactive toys and reissued collectible toys, along with classic games, play sets and ride along toys. Marx's vintage originals are highly collectible amongst hobby enthusiasts. Marx branded toys are sold at more than 400 toy and hobby retailers across the U.S. and has a rich history dating back to 1928. To read more on this history, visit http://www.marxtoys.com. In late July, Marx Toys announced AZtor Corporation which the Company plans to form a separate subsidiary, yet integrate its software development for future integration into our new Toy line.

About United Leisure Corp.

United Leisure Corporation, through its subsidiary United Internet Technologies, develops technologies that allow a variety of electronic devices and consumer electronics to communicate and be controlled over the Internet and over other digital systems. The Company's technologies include intelligent control interactive technology and digitally integrated video overlay. Visit them on the web at http://www.uitlive.com