<PAGE>
             MANUFACTURING and CONSULTING SERVICES AGREEMENT
     THIS  Manufacturing and Consulting Agreement ("Agreement")  is  made
and  entered  into  by  and between MCDONALD TECHNOLOGIES  INTERNATIONAL,
INC.,  a  Texas  corporation having its principal office at  2434  McIver
Lane,  Carrollton,  Texas  75006, ("McDonald Technologies"),  and  CURTIS
MATHES  MARKETING CORPORATION, a corporation having its principal  office
at  10911  Petal  Street, Dallas, Texas 75238, U.S.A. ("Curtis  Mathes").
This  Agreement  states the terms and conditions which shall  govern  the
manufacture by McDonald Technologies and the purchase by Curtis Mathes of
certain models of its uniView Set-top Units ("Product"), and which  shall
govern  consultation  provided by McDonald Technologies  on  the  overall
Product project (the "uniView Project").
1.   Services Provided
  (a)  Curtis Mathes will design and develop the Product.
  (b)  McDonald Technologies will manufacture and deliver to Curtis Mathes,
     certain  models of the Product, on a contract basis as evidenced  by
     periodic purchase orders.
  (c)  Pursuant to the consulting agreement outlined below, Curtis Mathes
     may obtain McDonald Technologies' advice concerning overall management
     and coordination of the uniView Project.
2.   Definitions:  The following definitions shall apply for all purposes
  of this Agreement:
  (a)   "Critical  Defect"  shall mean a defect that  has  caused  or  is
     reasonably likely to cause a significant injury to persons or to property
     because  of a hazardous or unsafe condition to individuals using  or
     maintaining the Product.
  (b)  "Major Defect" shall mean a defect other than Critical Defect that
     renders the Product unusable or significantly reduces the reliability or
     quality of performance.
  (c)  "Minor Defect" shall mean a defect that is neither a Critical Defect
     nor a Major Defect which is not likely to materially reduce the usability
     of the Product, but does result in some slight deterioration in quality
     or appearance.
  (d)  "Shipment" shall mean finished Product which is or may be delivered
     at one time to Curtis Mathes or its designee.
  (e)  "uniView" shall mean the Curtis Mathes trademark associated with the
     functionality of a universal communication appliance with the capability
     of making the television set the information and entertainment center for
     the household, the features of which include, without limitation, access
     to the Internet, telephony, e-mail, and fax capabilities, as well as
     enhanced interaction between the owner and television programming.  This
     functionality is provided to the owner by a stand alone set-top unit (the
     Product covered by Part 1 of this Agreement) or through such an appliance
     built  into a television set, and by Internet support services  (the
     "Backroom") delivered through connection of the appliance to a Curtis
     Mathes Internet Service Provider (ISP) network.
  (f)   "uniView  Project"  shall  mean the combination  of  all  of  the
     activities necessary to bring uniView to market.
                     Part 1:  Product Manufacturing
3.   Quantity and Orders:
  (a)   McDonald Technologies agrees to manufacture, according to  Curtis
     Mathes' specifications, units of Product, the quantity of which shall be
     determined by each duly executed purchase order ("Purchase Orders"), for
     Curtis Mathes according to the following standards:  0.0% Critical Defect
     (safety) Acceptable Quality Level (AQL), 1.5% Major Defect AQL, and 4.0%
     Minor Defect AQL, tested in accordance with the sampling procedures in
     MIL STD 105 Level II.
<PAGE>
  (b)   Curtis  Mathes agrees to pre-purchase the inventory  required  to
     produce the Product at such time and under such terms as the parties may
     mutually agree.
  (c)  Purchase and delivery of Product shall be made pursuant to separate
     purchase orders issued to McDonald Technologies by Curtis Mathes.  Each
     purchase order shall be non-cancelable except as described in paragraph
     (d) of Article 11 hereof, shall be in writing and shall indicate the
     price, quantities, shipping schedules and such other terms of sale as may
     be mutually agreed ("Purchase Orders"), and shall be effective only upon
     written acceptance by McDonald Technologies.
  (d)  Unless the parties otherwise agree in writing, Curtis Mathes agrees
     to provide, at least sixty (60) days prior to each month-end delivery
     date, (the "Proposed Delivery Date"), a by-model, by-month estimate of
     anticipated  orders  for the ensuing 12-month delivery  period  (the
     "Forecast").
4.    Production  Unit Prices:  Production unit prices will be  based  on
  actual material costs plus mutually negotiated material overhead  rates
  and labor rates per unit, all as evidenced by each written Purchase Order
  signed by the parties.  Payment on production units shall be due ten (10)
  days after receipt of invoices by Curtis Mathes.  Curtis Mathes shall be
  responsible for pre-payment of agreed material liabilities.  Invoices of
  finished  Product will be net of prepaid material costs and  negotiated
  prepaid overhead.
5.   Shipment and Delivery:
  (a)    Curtis  Mathes  and  its  designated  consultants  will  provide
     information to McDonald Technologies, including specifications, bills of
     material, and schematics, which will enable McDonald Technologies to make
     reasonable efforts to strive for the best possible Delivery Date for
     Product, based on the date of receipt of final design, specifications,
     and bills of material.
  (b)   The  final production and delivery schedule for Product  will  be
     determined by mutual agreement of the parties upon finalization of the
     Product design, as evidenced by a Purchase Order.
(c)  All sales of Product shall be FOB McDonald Technologies' warehouse
and Curtis Mathes will make all freight arrangements.
(d)  McDonald Technologies shall exercise reasonable commercial efforts
to have available for Curtis Mathes on or before each Proposed Delivery
Date the Product specified in the Purchase Order for such delivery date.
(e)  Curtis Mathes shall use reasonable commercial efforts to ship or
take delivery of such finished Product on or about the Proposed Delivery
Date.
6.   Paragraph deleted.
7.    Serialization and Labeling:  McDonald Technologies shall  apply  to
  each Product manufactured under this Agreement the Curtis Mathes' brand
  name, model number designated by Curtis Mathes, serial number and F.C.C.
  identifier,  as coordinated between the parties.  McDonald Technologies
  shall also apply to all applicable shipping cartons, a label indicating
  the  Curtis Mathes' brand name, model number, serial number  and  other
  pertinent  information.  The serial number will be such as will  enable
  determination  of  the actual date of production of  each  unit.   Each
  shipping  invoice  shall contain the serial numbers  for  the  finished
  Product shipped under that invoice.
8.    Printed  Materials:   All  printed  materials,  including,  without
  limitation, the Product Operator's Manual and Warranty Materials, shall
  be prepared by Curtis Mathes or at its direction and timely provided to
  McDonald Technologies in sufficient quantities to be packed in the carton
  with each unit of the Product.
<PAGE>
9.    Trademarks:   No proprietary or other rights with  respect  to  the
  trademarks, trade names or brand names of either party is conferred upon
  the other party by this Agreement, either expressly or by implication.
10.  Product Liability:
  (a)   Insurance:  Effective at the first delivery of Product under this
     agreement, each party shall obtain and maintain, at its own expense,
     product  liability insurance in a responsible insurance  company  or
     companies licensed to do business in the State of Texas and rated A+XII
     or better in Best's Insurance Guide, with broad form vendor's endorsement
     naming the other party as additional insured, with a combined single
     limit (including bodily injury and/or property damage) in at least the
     amount of $1,000,000 each occurrence/$2,000,000 aggregate with  each
     policy naming the other party as a co-insured.  Insurance obtained by
     McDonald Technologies shall cover manufacturing defects in the Product;
     all Product design defects shall be covered by insurance obtained by
     Curtis Mathes. Evidence of renewals, changes, or termination of product
     liability insurance will require ten (10) days written notice to the
     other party.  Each party shall timely furnish the other with certificates
     of insurance and evidence of renewals. This provision in no way modifies
     either parties' obligation to indemnify the other as set forth hereunder.
  (b)  Indemnification:
       (1)  McDonald Technologies shall indemnify and hold harmless Curtis
     Mathes  against  any  and  all causes of  action,  claims,  demands,
     losses, expenses, damages and judgments incurred (a) as a result  of
     a  workmanship defect in the Product, made by McDonald Technologies,
     and  (b)  as a result of injury or death to any person or damage  to
     any  property  which  results or is alleged to  have  resulted  from
     defective workmanship in the Product or the use or servicing of  the
     Product  by  Curtis Mathes in accordance with McDonald Technologies'
     instructions.   McDonald Technologies shall be responsible  for  the
     defense  of all such actions, causes, claims and demands as well  as
     any  resulting expenses, damages and judgments.  Curtis  Mathes,  at
     its  option,  shall have the right to jointly defend such  cause  of
     actions, claims and demands and to participate in the settlement  of
     the same.  Curtis Mathes will cooperate with all reasonable requests
     relating  to the defense of the same and McDonald Technologies  will
     not allow any consent judgment entered against Curtis Mathes without
     prior  written  consent.  McDonald Technologies  shall  keep  Curtis
     Mathes fully apprised of the current status of each cause of action,
     claim or demand upon Curtis Mathes' request.
           (2)   Curtis Mathes shall indemnify and hold harmless McDonald
     Technologies  against  any and all third  party  causes  of  action,
     claims,  demands,  losses, expenses, damages and judgments  incurred
     (a)  as a result of any design defects in the Product, and (b) as  a
     result  of  injury or death to any person or damage to any  property
     which  results or is alleged to have resulted from defective  design
     in  the  Product or the use or the installation or the servicing  of
     the  Product  by Curtis Mathes independent of McDonald Technologies.
     Curtis  Mathes  shall  be responsible for the defense  of  all  such
     actions, causes, claims and demands as well as the expenses, damages
     and judgments.  McDonald Technologies, at its option, shall have the
     right  to  jointly defend such cause of actions, claims and  demands
     and  to  participate  in  the  settlement  of  the  same.   McDonald
     Technologies will cooperate with all reasonable requests relating to
     the defense of the same and McDonald Technologies will not allow any
     consent judgment entered against McDonald Technologies without prior
     written  consent.   Curtis Mathes shall keep  McDonald  Technologies
     fully  apprised of the current status of each cause of action, claim
     or demand upon McDonald Technologies' request.
<PAGE>
  (c)   Patent Indemnity:  Each party represents and warrants that it has
     the authority to use any patented property used in the manufacture of the
     Product.   Each party shall defend at its own expense, any  suit  or
     proceeding brought against the other so far as based on a claim that any
     goods,  or  the  normal use thereof, furnished under this  Agreement
     constitute any infringement of any patent of the United States or any
     foreign country, if such patent is provided by such indemnitor party, and
     if  such indemnitor party is notified promptly in writing and  given
     authority, information and assistance for the defense of same, and such
     indemnitor party shall pay all damages and costs awarded therein against
     the other party.
11.  Incoming Inspection:
  (a)   If  any Shipment of Product inspected hereunder does not meet the
     standard  of 0.0% Critical Defect (safety) Acceptable Quality  Level
     ("AQL"), 1.5% Major Defect AQL, and 4.0% Minor Defect AQL in accordance
     with the sampling procedures in MIL STD 105 Level II, Curtis Mathes shall
     notify McDonald Technologies within seven (7) days after the completion
     of its inspection of its rejection of the units of Product comprising the
     inspected Shipment.  Said inspection shall be completed within twenty-one
     (21) days after arrival at Curtis Mathes' designated location.
  (b)   Within  fifteen (15) days of receipt of Curtis Mathes' notice  of
     rejection of such units by reason of their defects, and after McDonald
     Technologies has had an opportunity to inspect the Product Shipment to
     verify the defects, McDonald Technologies shall, at its sole option and
     election, advise Curtis Mathes that it will: (i) repair the units within
     thirty (30) days of notice, at McDonald Technologies' expense, at the
     place designated by mutual agreement of both parties, subject to the
     availability of parts, or (ii) reimburse Curtis Mathes its reasonable,
     actual cost to repair said units, provided, however, said reimbursement
     shall not exceed the unit price of Product, or (iii) accept return and
     replacement of the units, pursuant to a Return Material Authorization
     ("RMA")  issued by McDonald Technologies, at McDonald  Technologies'
     expense.
  (c)  If, after notice of rejection and McDonald Technologies' opportunity
     to inspect, the parties agree that a Shipment contains a Critical Defect,
     it may be returned to McDonald Technologies at McDonald Technologies'
     expense.  McDonald Technologies shall then repair such Critical Defect,
     and deliver the Product freight prepaid to Curtis Mathes within thirty
     (30) days from receipt of such returned Product.
  (d)   Curtis  Mathes,  without cost, has the right  to  terminate  this
     Agreement by sending a sixty (60) days prior written notice, except for
     Product already delivered and accepted, as well as such Product, raw
     materials and parts as mentioned hereinbelow, in the event defective
     Product in three (3) consecutive Shipments exceeds the Critical Defect or
     Major Defect AQL provided hereinabove.  Paragraph (b) and (c) of Article
     26 hereof shall apply to such termination.
12.   Epidemic  Failure  and Warranty:  In the  event  that  units  of  a
  particular Product model containing the same Critical Defect  or  Major
  Defect in workmanship discovered within eighteen (18) months of the date
  of  manufacture shall exceed three percent (3%) of the  total  of  such
  Product  manufactured  within  a  particular  calendar  year,  McDonald
  Technologies shall, at its sole option, remedy such defects,  by:   (1)
  repairing  such  units, (2) replacing such units, (3) crediting  Curtis
  Mathes  for  such units at the contract unit price, or (4)  reimbursing
  Curtis Mathes for its reasonable expense including labor and materials in
  correcting  such defect. McDonald Technologies reserves  the  right  to
  inspect allegedly defective Product.  Curtis Mathes shall notify McDonald
<PAGE>
  Technologies of any claim of such Critical Defect or Major Defect within
  thirty (30) days after discovery of such part or component in the  same
  application.
13.  Servicing and Spare Parts:
  (a)  Servicing for Product shall be the responsibility of Curtis Mathes,
     except in circumstances set out in Article 11 above (Incoming Shipment
     Rejection).
  (b)   Spare  parts for Product will be supplied to Curtis Mathes  on  a
     commercial basis according to Curtis Mathes' written Purchase Order.
     Complete and current spare parts lists, including prices, as identified
     in a bill of materials, will be furnished to Curtis Mathes (i) prior to
     the first delivery of Product, and (ii) periodically, as such lists are
     updated.   Payment for spare parts shall be made in accordance  with
     Article  4  hereof.   Price of spare parts  shall  be  FOB  McDonald
     Technologies' dock.
  (c)  All spare parts for Product remaining on hand after the date of the
     last delivery of Product to Curtis Mathes shall belong to Curtis Mathes
     if all of McDonald Technologies' invoices with respect to such parts have
     been paid.  Such parts shall include, without limitation, electrical
     parts, cosmetic parts, assembled parts such as printed circuit board and
     mechanism parts, and parts exclusively needed for Product.
14.   Governmental Regulations:  Curtis Mathes shall, with the assistance
  of  McDonald  Technologies, ensure that all Product complies  with  all
  applicable   United  States  federal,  state  and  local   governmental
  requirements  including, without limitation, the  requirements  of  the
  Federal Communications Commission ("FCC"), Department of Health and Human
  Services  ("DHHS"),  and Underwriters Laboratories ("UL")  if  elected,
  and/or any applicable association certification on all Product for which
  standards  for sales operation, consumption and performance  guidelines
  have been established.
15.    Changes:    The  parties  may  mutually  agree  upon  commercially
  reasonable  changes in Product specifications at any time in  order  to
  improve  reliability, quality or safety, or to comply  with  applicable
  laws, or to adapt to changes in materials or component sources and  any
  such change shall be reflected in a duly executed Purchase Order.
                      Part 2:  Consulting Services
16.   Consulting  Services:  McDonald Technologies agrees  to  act  as  a
  consultant and to advise Curtis Mathes with respect to the coordination
  of services provided to the uniView Project by any other third parties,
  including  without  limitation, coordination  with  Acorn,  negotiating
  technical impacts upon feasibility and functionality of the Product, and
  other services as provided in Exhibit "A" attached hereto.
17.  Time of Essence:  Both Parties acknowledge and agree that time is of
  the essence in the timely introduction of uniView to market.  Each party
  has  agreed  to  use  commercially reasonable efforts  to  deliver  the
  necessary services required to complete the Product.
18.   Compensation and Expenses:  McDonald Technologies shall be paid  in
  accordance with the rate and in the manner reflected in previous invoices
  which  have  been  submitted to, and paid by,  Curtis  Mathes  for  all
  consulting services rendered and expenses incurred prior to the execution
  of this Agreement.  All payments received by McDonald Technologies prior
  to  the  execution of this Agreement have been for consulting  services
  only.
19.   Equipment:  Except for services that must be performed on  or  with
  Curtis  Mathes'  equipment,  McDonald Technologies  shall  provide  the
  equipment used in performing the services described in this Agreement
<PAGE>
20.   Communication  and Reports:  Communication may be written  or  oral
  between   McDonald   Technologies'  representatives,   Curtis   Mathes'
  representatives, and any other third party contributing to the  uniView
  Project.  McDonald Technologies shall have access to and the authority to
  communicate  with all other third parties contributing to  the  uniView
  Project. On Curtis Mathes' request, McDonald Technologies shall prepare
  any  reports or other written documents that are reasonable or mutually
  agreed upon.
21.   Meetings:   McDonald Technologies and Curtis  Mathes  shall  attend
  weekly program review meetings as may be mutually agreed and scheduled.
22.   Noncompetition:  McDonald Technologies agrees that, during the term
  of this Agreement, McDonald Technologies shall not engage or participate
  in  any  competitive  consulting activity relating to  uniView,  either
  directly  or  indirectly, as an employee, employer, consultant,  agent,
  principal, partner, stockholder, corporate officer, director, or in any
  other individual or representative capacity.
23.  Ownership of Patent, Design, and Copyright:
  (a)  With respect to all consulting services in connection with uniView
     and pursuant to this Agreement, McDonald Technologies makes no claim to
     (i) all intellectual property including, without limitation, all ideas
     and concepts contained in computer programs and software, documentation
     or  other literature or illustrations that are conceived, developed,
     written, or contributed by McDonald Technologies; (ii) all rights in all
     works prepared by McDonald Technologies, including patent rights and
     copyrights applicable to any of the intellectual property  described
     above, which shall constitute "works made for hire" for purposes  of
     copyright law; (iii) any and all Inventions made, developed, perfected,
     devised, conceived or reduced to practice by McDonald Technologies as a
     result of the consulting services performed by McDonald Technologies in
     connection with uniView and pursuant to this Agreement; and (iv) any and
     all original works of authorship (and all copyrights therein) created by
     McDonald Technologies as a result of the consulting services performed by
     McDonald  Technologies in connection with uniView pursuant  to  this
     Agreement.
  (b)   McDonald Technologies agrees that any and all of the intellectual
     property described above ("Intellectual Property") is the sole property
     of Curtis Mathes, and McDonald Technologies hereby assigns and agrees to
     assign to Curtis Mathes, its successors and assigns, any and all  of
     McDonald Technologies right, title, and interest in and to any and all
     such Intellectual Property.  McDonald Technologies will, at any time
     during the term of this Agreement or thereafter, upon reasonable request
     and without further compensation therefor, but at no expense to McDonald
     Technologies, do all lawful acts reasonably required by Curtis Mathes,
     including the execution of papers and oaths and the giving of testimony,
     that in the reasonable opinion of Curtis Mathes, its successors  and
     assigns, may be necessary or desirable to assign any claim of ownership
     in the Intellectual Property to Curtis Mathes.
(c)  McDonald Technologies shall ensure that each and every one of its
representatives, employees, and agents have signed and are bound by a
separate agreement containing provisions substantially similar to, and
consistent with, those contained hereinabove and contained in the
Confidentiality and Nondisclosure Agreement between the parties dated
October 21, 1996 concerning access to and the treatment of confidential
information, as defined therein, and concerning ownership and assignment
of work products, inventions, and original works of authorship created by
McDonald Technologies in connection with the performance of McDonald
Technologies' duties pursuant to this Agreement or any other agreement
with Curtis Mathes.  McDonald Technologies shall timely furnish Curtis
Mathes with copies of such signed agreements upon request.
<PAGE>
24.   Use  of Copyrighted Materials:  Each party hereto warrants  to  the
  other that any materials provided by one party for use by the other party
  pursuant  to this Agreement shall not contain any proprietary  material
  owned by any third party that is protected under the Copyright Act or any
  other similar law.  Each party shall be solely responsible for ensuring
  that  any materials it provides pursuant to this Agreement satisfy this
  requirement and each party hereto agrees to hold the other party harmless
  from  all  liability or loss to which such other party  is  exposed  on
  account of such parties' failure to perform this duty.
                           General Conditions
25.  Term:  This Agreement shall be deemed to be effective as of December
  6, 1996 and shall remain in effect until the earlier of (a) termination
  by either party according to the terms hereof, or (b) fulfillment of the
  purposes  of  this  Agreement; provided that, with respect  to  Product
  ordered during the term hereof, the provisions of this Agreement  shall
  govern.
26.  Termination:
  (a)  This Agreement may be terminated by either party upon written notice
     to  the other (i) in the event of a breach by the other party of any
     material term, condition or warranty of this Agreement and the failure to
     cure said breach within thirty (30) days after written notice thereof or
     within such other time as may be set forth in this Agreement, except that
     in  the  case of nonpayment by Curtis Mathes of any amounts owed  to
     McDonald Technologies hereunder, (whether an invoice for Product, pre-
     payment of materials, or otherwise) such breach must be cured within
     twenty-one (21) days after written notice thereof; or (ii) at any time
     upon or after the filing by the other party of a petition in bankruptcy
     on insolvency, or upon or after any adjudication that the other party is
     insolvent, or after the filing by the other party of any petition or
     answer  seeking reorganization, readjustment or arrangement  of  the
     business of the other party under any law relating to bankruptcy  or
     insolvency, or upon or after the appointment of a receiver for all or
     substantially all the property of the other party, or upon or after the
     making by the other party of any assignment or attempted assignment for
     the  benefit of creditors, or upon or after the institution  of  any
     proceedings  for the liquidation or winding up of the other  party's
     business or for the termination of its corporate charter, or upon or
     after  the making of any petition in bankruptcy, insolvency  or  for
     reorganization filed against said other party and not removed within
     ninety (90) days thereafter.
  (b)  The termination or expiration of this Agreement shall not affect or
     impair the rights and obligations of either party regarding Product which
     is  subject to a valid Purchase Order, nor relieve any party of  any
     obligation or liability accrued under this Agreement prior  to  such
     termination or expiration; nor affect or impair the rights of either
     party  arising  under  this Agreement prior to such  termination  or
     expiration.
  (c)   In the event of a breach of this agreement and failure timely  to
     cure as provided above, Purchase Orders accepted but not yet executed at
     the  time  of  such  termination may be canceled  by  either  party,
     notwithstanding Article 3 hereof.  However, if McDonald Technologies
     possesses finished Product manufactured under such Purchase Orders, at
     the time of such termination, Curtis Mathes shall accept and purchase
     such finished Product.  McDonald Technologies shall make an outgoing
     inspection and confirm no Critical Defect or Major Defect before delivery
     of  such  finished Product.  Curtis Mathes shall further accept  and
     purchase all raw materials and parts which are to be exclusively used for
     Product for Curtis Mathes and which McDonald Technologies has, at the
     time of such termination, already arranged for procurement in accordance
<PAGE>
     with Curtis Mathes' outstanding Purchase Orders.  Curtis Mathes shall
     have  no other liability to McDonald Technologies, and in particular
     Curtis Mathes shall not be liable for lost profits, overhead, incidental
     or consequential damages.
27.   Independent  Contractor:  McDonald Technologies shall  perform  its
  duties  under  this  Agreement as an independent contractor.   McDonald
  Technologies is not to be deemed an employee of Curtis Mathes, and shall
  not  have  or  claim any right arising from employee status.   McDonald
  Technologies has the sole discretion to determine the manner in which the
  consultation  services  are to be performed.   However,  Curtis  Mathes
  retains the right to exercise final judgment with respect to the ultimate
  development  of  the  uniView Project and has responsibility  for  such
  development.
28.   Force  Majeure:   Neither McDonald Technologies nor  Curtis  Mathes
  shall  be  liable  for  delay  or failure in  the  performance  of  its
  obligations  under  this Agreement arising from any  of  the  following
  events:   (i)  fire, flood, earthquake, explosion or other  similar  or
  dissimilar  act  of God, strikes, lockouts, picketing and  other  labor
  disturbances, war (declared or undeclared) or other matter  beyond  the
  reasonable control of the party claiming benefit under this Article; or
  (ii)  an act of governmental or quasi-governmental authorities  or  the
  United States or any political subdivision, department or agency thereof,
  or  regulations  or  restrictions of law or of  a  court  of  competent
  jurisdiction; provided, however, that the party claiming benefit hereof
  shall  resume  performance promptly upon the removal of the  cause  for
  delay,  and provided, further, that said party shall notify  the  other
  party promptly of the occurrence of said cause.
29.   Notices:  All notices required or permitted hereunder shall  be  in
  writing and shall be deemed duly given when personally delivered or sent
  by  certified mail, return receipt requested, or by telecopy facsimile,
  immediately confirmed by letter posted as aforesaid, as follows:
To Curtis Mathes:   Curtis Mathes Marketing Corporation
                    10911 Petal Street
                    Dallas, Texas  75238
                    Attn:  Bill Park, Vice President, Chief Operating Officer
     To McDonald Technologies:     McDonald Technologies International, Inc.
                         2434 McIver Lane
                         Carrollton, Texas  75006
                         Attn:  David LaCava, Operations/Contracts Manager
and  to  the attorney for each party in respect of notices of  breach  of
this Agreement, as follows:
     McDonald Technologies':       Cleve Clinton
                         Brown, McCarroll & Oaks, Hartline
                         300 Crescent Court, Suite 1400
                         Dallas, Texas  75201
     Curtis  Mathes Marketing Corporation: Billy J. Robinson, General Counsel
                              10911 Petal Street
                              Dallas, Texas  75238
or  to  such other address as either party or its attorney may  hereafter
designate in writing by like notice.
30.   Entire  Agreement, Amendments, and Modification:   Except  for  the
  Confidentiality and Nondisclosure Agreement between the  parties  dated
  October 21, 1996, and the consulting services currently being performed
  by  McDonald  Technologies (including but not limited to  the  services
  identified in the attached Exhibit A) which shall remain in full  force
  and effect, this Agreement constitutes the entire agreement between the
  parties  with  respect to the subject matter hereof and supersedes  all
  previous  agreements or understandings made or had by the parties.   No
  addition to, deletion from, or modification of any of the provisions of
<PAGE>
  this  Agreement shall be binding upon the parties unless it is made  in
  writing, references this Agreement and is signed by both parties.  Both
  parties  agree however, upon request of the other party, to review  the
  financial, technical, and schedule status of the Product supply portion
  of this Agreement and to make such adjustments as may be required in good
  faith to accomplish the purposes of this Agreement.
31.   Applicable Law:  This Agreement shall be governed by and  construed
  in accordance with the laws of the State of Texas.
32.   Delays and Waivers:  All waivers under this Agreement shall  be  in
  writing.  The delay or omission by Curtis Mathes or McDonald Technologies
  in exercising any right or remedy hereunder shall not be a waiver thereof
  or of any other right or remedy in the future.  All rights and remedies
  of  Curtis Mathes and McDonald Technologies under and pursuant to  this
  Agreement are cumulative.
33.   Secrecy:   Curtis Mathes and McDonald Technologies agree  that  the
  timing  and  content of any release of information  to  the  public  or
  other  third parties with respect to this Agreement shall  be  only  as
  mutually  agreed in writing between the parties.  McDonald Technologies
  hereby  designates David LaCava as its representative  to  address  all
  inquiries from third parties concerning this Agreement.  Curtis  Mathes
  hereby  designates Neal J. Katz as its representative  to  address  all
  inquiries from third parties concerning this Agreement.
     IN  WITNESS WHEREOF, each party hereto has caused this Agreement  to
be  executed  by  its  duly authorized officer or  representative  to  be
effective as of December 6, 1996.
                         CURTIS MATHES MARKETING CORPORATION
                         By:___/s/ Bill Park________________________
                                   Bill Park, Vice President
                                   Chief Operating Officer
                         MCDONALD TECHNOLOGIES INTERNATIONAL, INC.
                         By:____/s/  David LaCava__________________
                                   David LaCava
                                   Operations/Contract Manager
                                    
                               Exhibit "A"

Consulting Services:
     Consumer  Electronics  Show - McDonald  Technologies  will  provide
  technical support in preparation for the consumer electronics  show  in
  January  1997.   This  will  consist of preparation  of  product,  both
  television and set-top box, and actual booth setup and support  at  the
  show.
     Other  Trade  Shows - McDonald Technologies will provide  technical
  support as required by Curtis Mathes at other trade shows during the term
  of this agreement.
     Design/Program  Management  - McDonald  Technologies  will  provide
  technical  interface and communications between various  subcontractors
  involved  in  the  hardware design.  McDonald  Technologies  will  deal
  directly  with other Curtis Mathes subcontractors as required  to  work
  producibility issues.
     Backbone  Hardware Design and Installation - McDonald  Technologies
  will  provide  independent verification and validation of the  backbone
  hardware design and installation.
      uniView  Specification  -  McDonald  Technologies  will  draft   a
  specification for the uniView product.  McDonald Technologies will also
  assist  in the modification and updating of this document as it changes
  throughout the course of uniView development and production.
<PAGE>
     Software  Issues  -  McDonald Technologies will  provide  technical
  assistance as required in the coordination and development of  software
  for uniView.
     Sales  Demos  -  McDonald Technologies will help to produce  "semi-
  functional sales demonstration" units for pre production demonstrations.
    DLP TV - McDonald Technologies will provide necessary design and
producibility engineering for DLP television development
    Document Review - McDonald Technologies will Review all documents
produced by other parties contracted on the uniView project for adherence
to the uniView spec.
    Production Engineering - McDonald Technologies will do all necessary
production engineering necessary to bring the uniView product to
development.