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                           TECHNOLOGY LICENSE
                                   AND
                         DISTRIBUTION  AGREEMENT
This  Technology License and Distribution Agreement (the "Agreement")  is
entered  into this 28th day of March, 1997 (the "Effective Date") between
Sun  Microsystems, Inc., acting by and through its JavaSoft business unit
("Sun")  with  its  principal place of business at  2550  Garcia  Avenue,
Mountain  View, California 94043 and Curtis Mathes Marketing Corporation,
a  Texas corporation with its principal place of business at 10911  Petal
Street, Dallas, Texas 75238 ("Licensee").
                                RECITALS
WHEREAS  Sun  wishes to license its JavaTM technology  while  maintaining
compatibility among Java language based products; and
WHEREAS  Sun  wishes  to protect and promote certain trademarks  used  in
connection with Java technology; and
WHEREAS  Licensee  wishes to develop and distribute products  based  upon
Sun's Java technology;
NOW  THEREFORE, Sun and Licensee enter into this Technology Licensing and
Distribution Agreement  on the following terms.
1.0  DEFINITIONS
1.1   "Applet Application Programming Interface" or "AAPI" means (a)  the
public  application programming interface to the Java Applet  Environment
reflected in the Technology as identified in Exhibit A, (b) the  bytecode
specification  in  the  Documentation  entitled  "Java  Virtual   Machine
Specification,"  (c) the Java language specification in the Documentation
entitled   "Java   Language  Specification"  and   (d)   the   Java   API
Specification; all as modified by Sun during the term of this Agreement.
1.2   "Applet" means a Java program which (i)  conforms to the  AAPI  and
(ii)  when compiled, consists of Java byte codes executable by  the  Java
Runtime Interpreter (but does not include or incorporate the Java Runtime
Interpreter or Java Classes).
1.3  "Derivative Work(s)" means: (i) for material subject to copyright or
mask work right protection, any work which is based upon one or more pre-
existing  works  of  the  Technology, such as a  revision,  modification,
translation,    abridgement,   condensation,    expansion,    collection,
compilation  or any other form in which such pre-existing  works  may  be
recast,   transformed  or  adapted,  (ii)  for  patentable  or   patented
materials,  any adaptation, subset, addition, improvement or  combination
of  the  Technology,  and  (iii) for material  subject  to  trade  secret
protection, any new material, information or data relating to and derived
from  the Technology, including new material which may be protectable  by
copyright, patent or other proprietary rights, and, with respect to  each
of  the above, the preparation, use and/or distribution of which, in  the
absence  of  this Agreement or other authorization from the owner,  would
constitute infringement under applicable law.
1.4   "Documentation" means the materials which Sun provides for use with
the Technology, as more particularly identified in Exhibit A.
1.5   "Field  of  Use" means the relevant market segments and/or  product
areas identified  in Exhibit B.
1.6   "Intellectual  Property  Rights" means  all  intellectual  property
rights  worldwide arising under statutory or common law, and  whether  or
not  perfected, including, without limitation, all (i)  patents,   patent
applications  and  patent rights; (ii) rights associated  with  works  of
authorship   including  copyrights,  copyright  applications,   copyright
registrations,  mask  work  rights, mask  work  applications,  mask  work
registrations; (iii) rights relating to the protection of  trade  secrets
and confidential information; (iv) any right analogous to those set forth
in  this  Section  1.6  and  any  other proprietary  rights  relating  to
intangible  property (other than trademark, trade dress, or service  mark
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rights);  and  (v)  divisions,  continuations,  renewals,  reissues   and
extensions  of  the  foregoing  (as and to  the  extent  applicable)  now
existing, hereafter filed, issued or acquired.
1.7  "Java Applet Environment" or "JAE" means the combination of the Java
Runtime Interpreter and the Java Classes.
1.8  "Java Classes" means the Source Code (and corresponding binary code)
of the Java packages identified in Exhibit A I.a.
1.9   "Java Runtime Interpreter" means the Source Code (and corresponding
binary  code) which implements the Java virtual machine, as specified  in
the Java Virtual Machine Specification.
1.10  "Licensee Open Classes" means extensions, or additions to the  Java
Classes  developed by Licensee which extend the AAPI, and which are  made
available  to  third  parties for use in the  development  of  additional
software  which  outputs Java bytecodes and/or runs on a Java  compatible
Runtime  Interpreter.  Licensee Open Classes do  not  include  interfaces
within  Products developed by Licensee which are used only internally  by
Licensee.
1.11  "Platform  Dependent  Part" means  those  Source  Code  files  (and
corresponding  binary  code)  of the JAE  which  are  not  in  a  "share"
directory or subdirectory thereof.
1.12  "Product(s)"  means Licensee hardware or software  into  which  the
Technology is included or integrated,  in whole or in part.   A "Product"
including or integrating the JAE, or any portion thereof must: (i) have a
principal purpose which is substantially different from that of the stand-
alone  JAE; (ii) represent a significant functional and value enhancement
to  the JAE; (iii) operate in conjunction with the JAE;  and (iv) not  be
marketed  as a technology which replaces or substitutes for the  JAE.   A
current  list  of  Product(s) is specified in Exhibit  B,  which  may  be
amended by Licensee to add Product(s) from time to time.
1.13  "Shared  Part"  means  those Source Code files  (and  corresponding
binary  code)  of  the  JAE  which  are  in  any  "share"  directory   or
subdirectory thereof.
1.14 "Source Code" means the human readable version, in whole or in part,
of the Technology  whether supplied by Sun or any other Java licensee and
any corresponding comments and annotations.
1.15  "Technology" means the JAE and Updates to the extent that  Licensee
is entitled to receive them hereunder.
1.16  "Trademarks" means all names, logos, designs, characters, and other
designations or brands used by Sun in connection with the Technology.
1.17   "Updates"   means  bug  fixes,  modifications,   variations,   and
enhancements,  to the extent included in a patch or dot  release  of  the
Technology  for  the  platform(s)  specified  in  Exhibit  C,  which  Sun
generally licenses as part of the Technology. The term "Updates" does not
include ports of the JAE to platforms other than those for which the fees
have been paid as specified in Exhibit C.
2.0  LICENSE GRANTS
2.1  Source Code License
a.    Subject to the terms and conditions contained in this Agreement and
subject to Licensee's payments specified in Exhibit C, Sun hereby  grants
to  Licensee,  under  and  to the extent of Sun's  Intellectual  Property
Rights  and  solely for the Field(s) of Use specified  in  Exhibit  B,  a
perpetual,  worldwide, non-exclusive, non-transferable  license,  without
the  right to sublicense (except as specified in Section 2.1b.(ii)),  to:
(i) use the Source Code for internal development and porting, (ii) modify
the  Source Code to create Derivative Works (provided that Licensee shall
be   limited   solely  to  creating  Derivative  Works  that   constitute
Product(s), Licensee Open Classes, and Licensee-implemented modifications
to the Platform Dependent Part ("Permitted Derivative Works")), and (iii)
compile the Source Code and Permitted Derivative Works thereof.
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Licensee may extend the AAPI by the development of Licensee Open  Classes
provided  that Licensee complies with the naming conventions  of  Section
2.5b.  Except for the above-described extensions, Licensee shall have  no
right  to modify or subset the AAPI  or to modify the functional behavior
of  the Java Runtime Interpreter.Licensee may use the Source Code of  the
Shared  Part of the JAE to develop Product(s), Licensee Open Classes, and
Licensee-implemented modifications to the Platform Dependent Part, but if
it uses such Source Code, it must use all of it without modification.
Except  as specified in Section 2.1b.(iii), Licensee shall have no  right
to  distribute the Source Code of the Technology, or Permitted Derivative
Works (to the extent that such Permitted Derivative Works  include any of
the Source Code).
b.   Porting.
     (i) Licensee may port the Platform Dependent Part to platforms other
than those specified in Exhibit C.
      (ii)  If Licensee identifies any changes which are necessary to the
Shared  Part  to  enable  porting  to  other  platforms,  Sun  will  make
reasonable  efforts  to  evaluate the feasibility  of  implementing  such
changes or reclassifying the necessary code as Platform Dependent.
      (iii) Licensee may sublicense and deliver a copy of the Source Code
of  the Technology to third parties located in the United States only  in
association with the delivery and sublicensing of Licensee Products,  and
solely  for the purpose of enabling such third party to port or  localize
Products  for  Licensee.   Any such sublicense  shall  be  made  no  less
restrictive than the terms and conditions of this Agreement. Distribution
of  Source  Code  outside the United States will  require  prior  written
approval by Sun.
c.    Bug Fixes.  Licensee will inform Sun promptly, and no later than it
informs any third party, of any bugs identified in the Technology, and to
the  extent that Licensee elects to correct such bugs, Licensee will make
the  Source Code of such bug fixes promptly available to Sun free of  all
restrictions as they are implemented.
2.2  Binary Code License
a.    Internal Use.  Sun hereby grants a non-exclusive, worldwide,  fully
paid up license to reproduce and use an unlimited number of copies of the
Technology in binary form, for Licensee's internal use during the term of
this Agreement.
b.    Worldwide  Distribution.  Sun hereby grants Licensee  a  worldwide,
nonexclusive license to distribute the Product(s), solely in binary form.
Licensee  may  use such distribution channels for binary distribution  as
Licensee  deems  appropriate, including distributors, resellers,  dealers
and sales representatives (collectively, "Distributors").
2.3  Documentation.
a.  Sun  hereby  grants to Licensee, and Licensee hereby  accepts,  under
Sun's  Intellectual  Property  Rights, a non-exclusive,  non-transferable
license  (i) to use the Documentation for internal development  purposes,
(ii)  to  use, modify, translate, and subset the Documentation to  create
technically accurate Licensee documentation and for on-line help messages
directly  applicable  to  the  Product(s) which  shall  include  all  the
relevant Sun copyrights, notices, and marks.  Licensee is prohibited from
book  publishing  activities with respect to the Documentation.  Licensee
may  also  use  a  pointer to the Sun Documentation on  the  Internet  in
connection with distribution of the Product(s).
2.4  Compatibility
a.   Java Compatibility.
(i) From time to time, Sun will make available test suites at no cost for
validating  that the portion of Licensee's Product which interprets  Java
bytecodes complies with the then-current AAPI as defined by Sun as of the
date of that test suite ("Java Test Suite").
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(ii)  Each version of a Product released by Licensee that interprets Java
bytecodes must pass a Java Test Suite that was current within one hundred
twenty (120) days before the beta release of such version of the Product.
(iii) If Licensee provides Sun with written notice of the existence of  a
bug  in a current  Java Test Suite, then Licensee shall be released  from
compatibility with the minimum portion of such Java Test Suite  necessary
to  avoid  the  impact of such bug, until such time as  Sun  provides  to
Licensee a corrected or new Java Test Suite.
(iv)   Licensee  shall  use  a  logo  specified  by  Sun  that  indicates
compatibility with the Java Test Suite (the "Compatibility  Logo")  in  a
trademark  manner on all Licensee Product(s) which include  or  integrate
the  JAE  distributed hereunder. The terms and conditions  governing  the
parties'  agreement  as  to  trademarks, logos,  and  branding  shall  be
governed  by  the  Trademark License entered into herewith,  attached  as
Exhibit F hereto, and incorporated by reference herein.
b.     Applet  Tag  Compatibility.   Any Product  that  reads  or  writes
hypertext markup language (HTML) or standard generalized markup  language
(SGML)  shall  use the Document Type Definition ("DTD") as  specified  in
Exhibit  E when referencing the Applet tag, unless another DTD is defined
for the Applet tag by an industry standard.
2.5. Licensee Open Classes
a.    Licensee  shall  deliver  to  Sun  free  of  all  restrictions  the
specification for the application programming interface for Licensee Open
Classes as early as is reasonably possible but in no event later than the
date  on  which it first provides such specification or an implementation
thereof  to  any third party developer. Included with such  specification
shall be an appropriate test suite sufficiently detailed to allow Sun and
third   parties   to   produce  implementations  compatible    with   the
specification.  Licensee shall use its reasonable commercial  efforts  to
clarify  and  correct the specification or the test  suite  upon  written
request by Sun Licensee agrees to refrain from enforcing any Intellectual
Property  Rights  that  it might have relating to  the  specification  of
Licensee Open Classes and test suites.
b.    Licensee  shall  only use names for all Licensee Open Classes  that
begin  with "COM.Licensee" or such other convention as Sun may reasonably
require,  and  shall not modify or extend the public class  or  interface
declarations  whose names begin with "java", "sun.hotjava", "COM.sun"  or
their equivalents in any subsequent naming convention. Licensee will make
reasonable  commercial  efforts to ensure that other  software  which  it
distributes conforms to this convention.
c.    Licensee  hereby  grants a non-exclusive, worldwide,  fully-paid-up
license  to  use  an  unlimited number of copies  of  the  Licensee  Open
Classes,  in binary form, for Sun's internal use, such use including  but
not  limited  to  demonstration  rights. Licensee  agrees  to  reasonably
negotiate  in good faith with Sun the terms of a commercial  license  for
the  source code of the Licensee Open Classes. The parties agree that the
fees  and  other terms and conditions of this Agreement are a  reasonable
standard  against which to judge such a license on a proportionate  basis
comparing  the  scope and complexity of the Licensee Open  Classes  being
licensed to the scope and complexity of the Technology.
2.6  Ownership
a.    Ownership by Sun. Sun retains all right, title and interest in  the
Technology, Documentation, Updates, bug fixes, Trademarks, and Derivative
Works,   (except   for  Permitted  Derivative  Works),   and   associated
Intellectual  Property Rights. Licensee agrees to execute (in  recordable
form  where  appropriate)  any documents Sun may  reasonably  request  to
verify  and maintain Sun's ownership rights, or to transfer any  part  of
the  same  which  may vest in Licensee for any reason.  Licensee  further
agrees  to  promptly  deliver  to Sun any Derivative  Works  (except  for
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Permitted Derivatives) of the Technology created by Licensee pursuant  to
and  during the term of this Agreement. Sun shall have no obligations  of
confidentiality to Licensee for such Derivative Works, nor shall  Sun  be
obligated to incorporate any such Derivative Works into the Technology.
b.    Ownership  by  Licensee.  Licensee retains  all  right,  title  and
interest  in  Permitted Derivative Works created by Licensee pursuant  to
and during the term of this Agreement, subject to Sun's underlying rights
identified in Section 2.6a.
2.7   No  Other Grant.   Each party agrees that this Agreement  does  not
grant any right or license, under any Intellectual Property Rights of the
other party, except as expressly provided in this Agreement, and no other
right  or  license is to be implied by or inferred from any provision  of
this Agreement or by the conduct of the parties.
2.8   Contractors.   Licensee may retain third  parties  located  in  the
United  States  to  furnish   services  to  it  in  connection  with  the
development of Product(s); provided however, that all such third  parties
shall  execute appropriate documents: (i) acknowledging their  work-made-
for-hire status and/or effecting assignments of all Intellectual Property
Rights with respect to such work to Licensee or Sun, as appropriate,  and
(ii)  undertaking obligations of confidentiality and non-use with respect
to  such  work. Sun may, upon its request, review any documents  proposed
for use by Licensee prior to any use of such contractors.
2.9   Pre-Release.  Licensee may release Product(s) based  on  alpha  and
beta releases of the JAE licensed by Sun hereunder only for alpha or beta
testing Product(s).
3.0  UPDATES AND SUPPORT
During the term of the Agreement, Licensee shall offer adequate levels of
support  to  customers  of the Products. Therefore,  Licensee  agrees  to
contract  for  Full Support each year for the first two  years  and  then
either  Full  Support  or  Limited Support for  each  remaining  year  at
Licensee's option.
3.1   Limited Support and Updates.  Sun shall provide Licensee under  the
terms  and conditions of this Agreement, Updates, and email and telephone
support  (during regular business hours PST) to answer questions  related
to  bugs  identified in the Technology by Licensee. Licensee  shall  have
viewing  access to the Sun Java web-site bug tracking database.  Licensee
may   designate  a  maximum  of  three  (3)  contacts  within  Licensee's
organization to interface with the Sun support engineer.
3.2   Full  Support. Sun shall provide the equivalent of one  half  (1/2)
time engineer to support Licensee in addition to the Limited Support  and
Updates specified above, during the term of this Agreement. The selection
of  the  support engineer shall be at Sun's sole discretion. The  support
engineer will provide the following services:
a)  arranging  meetings or discussions with Sun technical and  management
personnel;
b) response to bug reports from Licensee;
c) developing bug fixes;
d) bug tracking for releases
e) providing Updates as released;
f) providing interim releases if the need arises; and
g) providing existing and future Documentation.
4.0  PAYMENT
4.1   License  and Support Fees.  Licensee shall pay to Sun  the  License
fees  set  forth in Exhibit C within thirty (30) days from the  Effective
Date of this Agreement.  Licensee shall pay the annual Update and Support
fees in four (4) equal installments beginning thirty (30) days after  the
Effective  Date and each ninety (90) days thereafter during the  term  of
the Agreement.
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4.2    Royalty  Payments.  Payment of royalties shall be made  quarterly,
shall  be due thirty (30) days following the end of the calendar  quarter
to  which  they  relate and shall be submitted with a  written  statement
documenting the basis for the royalty calculation.
4.3   Taxes.    All payments required by this Agreement shall be made  in
United  States  dollars, are exclusive of taxes, and Licensee  agrees  to
bear and be responsible for the payment of all such taxes, including, but
not  limited  to,  all sales, use, rental receipt, personal  property  or
other  taxes  and their equivalents which may be levied  or  assessed  in
connection with this Agreement (excluding only taxes based on  Sun's  net
income).
4.4    Records.   Licensee  shall  maintain  account  books  and  records
consistent  with Generally Accepted Accounting Principles appropriate  to
Licensee's domicile, as may be in effect from time to time, sufficient to
allow  the  correctness of the royalties required to be paid pursuant  to
this Agreement to be determined.
4.5   Audit Rights. Sun shall have the right to audit such accounts  upon
reasonable prior notice using an independent auditor of Sun's choice (the
"Auditor").  The Auditor shall be bound to keep confidential the  details
of  the  business  affairs  of Licensee and to limit  disclosure  of  the
results  of any audit to the sufficiency of the accounts and the  amount,
if  any,  of a payment adjustment that should be made. Such audits  shall
not  occur  more than once each year (unless discrepancies are discovered
in excess of the five percent (5%) threshold set forth in Section 4.6, in
which  case two consecutive quarters per year may be audited). Except  as
set  forth  in  Section 4.6 below, Sun shall bear all costs and  expenses
associated with the exercise of its rights to audit.
4.6   Payment Errors.  In the event that any errors in payments shall  be
determined,  such errors shall be corrected by appropriate adjustment  in
payment for the quarterly period during which the error is discovered. In
the event of an underpayment of more than five percent (5%) of the proper
amount  owed,  upon  such underpayment being properly determined  by  the
Auditor, Licensee shall reimburse Sun the amount of said underpayment and
all  reasonable  costs and expenses associated with the exercise  of  its
rights  to  audit,  and  interest on the overdue amount  at  the  maximum
allowable interest rate from the date of accrual of such obligation.
5.0  ADDITIONAL AGREEMENT OF PARTIES
5.1  Notice of Breach or Infringement.  Each party shall notify the other
immediately  in writing when it becomes aware of any breach or  violation
of  the  terms of this Agreement, or when Licensee becomes aware  of  any
potential  or  actual infringement by a third party of the Technology  or
Sun's Intellectual Property Rights therein.
5.2   Notices. Licensee shall not remove any copyright notices, trademark
notices or other proprietary legends of Sun or its suppliers contained on
or   in  the  Technology  or  Documentation.   Each  unit  of  Product(s)
containing  the  Technology  distributed by  Licensee  shall  include  in
Licensee's  documentation,  or in other terms  and  conditions  of  sale,
notices  substantially  similar  to  those  contained  on  and   in   the
Technology.  Licensee  or  its Distributors shall  require  an  end  user
license agreement for each unit of Product(s) shipped and Licensee  shall
provide  Sun with a copy of such form agreement for review and  approval.
If  Licensee  or its Distributors use a package design or label  for  the
Product(s), such package design or label shall include an acknowledgement
of  Sun  as  the  source  of the Technology and  such  other  notices  as
specified  in  Exhibit F.  In addition, Licensee shall  comply  with  all
reasonable  requests  by  Sun  to include Sun's  copyright  and/or  other
proprietary  rights notices on the Product(s), documentation  or  related
materials,  including but not limited to the notices and acknowledgements
as specified in Exhibit F.
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5.3   End User Support.  Licensee shall provide technical and maintenance
support service for its distributors and end user customers in accordance
with  Licensee's standard support practices. Sun shall not be responsible
for providing any support to Licensee's distributors or customers for the
Technology or the Product(s).
5.4   Marketing.  Licensee will cooperate with Sun on mutually  agreeable
marketing   and  promotional  activities  relating  to  the   Technology.
Licensee's  initial  press  announcement concerning   execution  of  this
Agreement must be reviewed and approved by Sun prior to its release.
5.5   References  to Licensee.  Licensee hereby authorizes  Sun  to  make
reference  to  Licensee  as  a  user of the  Technology  in  advertising,
marketing,  collateral,  customer  lists  and  customer  success  stories
prepared  by  or  on  behalf  of Sun for the  Technology,  provided  that
Licensee  will  have  the right to approve the  use  of  its  name,  such
approval not to be unreasonably withheld or delayed.
6.0  LIMITED WARRANTY AND DISCLAIMER
6.1   Limited  Warranty.  Sun represents and warrants that the  media  on
which  the  Technology is recorded will be free from defects in materials
and  workmanship  for a period of ninety (90) days after delivery.  Sun's
sole liability with respect to breach of this warranty is to replace  the
defective  media. Except as expressly provided in this Section  6.1,  Sun
licenses  the  Technology and  Documentation to Licensee on  an  "AS  IS"
basis.
6.2   General  Disclaimer. EXCEPT AS SPECIFIED  IN  THIS  AGREEMENT,  ALL
EXPRESS  OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED
WARRANTY  OF  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE  OR  NON-
INFRINGEMENT, ARE HEREBY DISCLAIMED.
6.3  Logo Disclaimer.  SUN MAKES NO WARRANTIES OF ANY KIND RESPECTING THE
COMPATIBILITY  LOGO(s), INCLUDING THE VALIDITY OF  SUN'S  RIGHTS  IN  THE
COMPATIBILITY  LOGO(s)  IN  ANY  COUNTRY,  AND  DISCLAIMS  ANY  AND   ALL
WARRANTIES  THAT MIGHT OTHERWISE BE IMPLIED BY APPLICABLE LAW,  INCLUDING
WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY TRADEMARKS.
6.4   Limitation.  The  warranties set forth  in  this  Section  6.0  are
expressly subject to Section 9.0 (Limitation of Liability).
7.0  CONFIDENTIAL INFORMATION
7.1   Confidential  Information.  For the  purposes  of  this  Agreement,
"Confidential  Information"  means the Technology  and  that  information
which relates to (i) Sun hardware or software, (ii) Licensee hardware  or
software,   (iii)  the  customer  lists,  business  plans   and   related
information  of  either party, and (iv) any other technical  or  business
information  of the parties, including the terms and conditions  of  this
Agreement.  In all cases,  information which a party wishes to be treated
as  "Confidential  Information" shall be  marked  as   "confidential"  or
"proprietary"  (or  with  words of similar  import)  in  writing  by  the
disclosing  party  on  any  tangible  manifestation  of  the  information
transmitted  in connection with the disclosure, or, if disclosed  orally,
designated  as "confidential" or "proprietary" (or with words of  similar
import)   at  the  time  of  disclosure.    Sun  has  no  obligation   of
confidentiality  to  Licensee with respect to Derivative  Works  and  the
specifications of the Licensee Open Classes.
7.2    Preservation  of  Confidentiality.  The  parties  agree  that  all
disclosures  of  Confidential Information (as defined under  Section  7.1
above)  shall be governed by and treated in accordance with the terms  of
the  Confidential  Disclosure Agreement (the "CDA")  attached  hereto  as
Exhibit D and incorporated herein by reference, modified as follows:
(a)   the definition of "Confidential Information" shall be as set  forth
in Section 7.1 above notwithstanding any definition set forth in the CDA;
(b)  the use of Confidential Information shall be limited to the scope of
the licenses provided in this Agreement;
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(c)  the obligations of confidentiality expressed in the CDA shall extend
three (3) years beyond termination of this Agreement, except with respect
to Sun Source Code which shall be held confidential in perpetuity; and
(d)  the CDA shall remain in effect for the term of this Agreement.
8.0  LIMITED INDEMNITY
8.1  Licensee acknowledges that portions of the Technology may be in pre-
release  form  and  that  Sun  shall not be liable  for  any  defects  or
deficiencies  in  the  Technology or in any Product,  process  or  design
created by, with or in connection with the Technology whether or not such
defects  and/or deficiencies are caused, in whole or in part, by  defects
or  deficiencies  in the design or implementation of the Technology.  Sun
will provide to Licensee a limited indemnity as described in Sections 8.2-
8.5 below for the Technology as of the Effective Date.
8.2   Sun  will  defend,  at  its expense, any legal  proceeding  brought
against  Licensee, to the extent it is based on a claim that use  of  the
FCS   or  subsequent version(s) of the Technology, (excluding pre-release
versions)  ("FCS  Technology") is an infringement of a  Berne  Convention
copyright,  and  will pay all  damages awarded by a  court  of  competent
jurisdiction  attributable  to such claim, provided  that  Licensee:  (i)
gives  notice of the claim  promptly to Sun; (ii) gives Sun sole  control
of  the  defense and  settlement of the claim; (iii) provides to Sun,  at
Sun's  expense,  all available information, assistance and  authority  to
defend;  and (iv) has not compromised or settled such proceeding  without
Sun's prior written  consent.
 8.3 Should any FCS Technology or any portion thereof become, or in Sun's
opinion  be likely to become, the subject of a claim of infringement  for
which  indemnity is provided under Section 8.2, Sun shall, as  Licensee's
sole  and exclusive remedy, elect to: (i)  obtain for Licensee the  right
to  use such FCS Technology; (ii) replace or modify the FCS Technology so
that  it  becomes  non-infringing; or (iii)  accept  the  return  of  the
Technology  and grant Licensee a refund of the License Fee and royalties,
as depreciated on a five year straight-line basis.
8.4   Sun  shall  have no liability for any infringement or  claim  which
results  from: (i) use of other than a current unaltered version  of  the
FCS  Technology, if such version was made available to Licensee; (ii) use
of the FCS Technology in combination with any non-Sun-provided equipment,
software   or   data;  or  (iii)  Sun's  compliance   with   designs   or
specifications of Licensee.
8.5   THIS  SECTION STATES THE ENTIRE LIABILITY OF SUN  WITH  RESPECT  TO
INFRINGEMENT  OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE TECHNOLOGY.  SUN
SHALL   HAVE   NO  OTHER  LIABILITY  WITH  RESPECT  TO  INFRINGEMENT   OF
INTELLECTUAL PROPERTY RIGHTS OF LICENSEE OR ANY THIRD PARTY AS  A  RESULT
OF USE, LICENSE,  OR SALE OF TECHNOLOGY.
8.6   Indemnity by Licensee.  Except with respect to claims for which Sun
is  obligated  to  indemnify Licensee pursuant to Section  8.2,  Licensee
shall  defend  and indemnify Sun from any and all claims brought  against
Sun  by third parties, and shall hold Sun harmless from all corresponding
damages,   liabilities,   costs  and  expenses,   (including   reasonable
attorneys'  fees)  incurred by Sun arising out of or in  connection  with
Licensee's  use,  reproduction  or  distribution  of  the  Technology  or
Product(s), or Licensee Open Classes.  Licensee's obligation  to  provide
indemnification  under this Section shall arise provided  that  Sun:  (i)
provides  notice of the claim  promptly to Licensee; (ii) gives  Licensee
sole  control of the defense and  settlement of the claim; (iii) provides
to Licensee, at Licensee's expense, all available information, assistance
and  authority  to defend; and (iv) has not compromised or  settled  such
proceeding without Licensee's prior written consent.
<PAGE>
9.0  LIMITATION OF LIABILITY
9.1   Limitation  of  Liability.   Except  for  express  undertakings  to
indemnify under this Agreement and/or breach of Sections 2.4, 7.0 or 9.2:
a.  Each  party's  liability to the other for  claims  relating  to  this
Agreement, whether for breach or in tort, shall be limited to the license
fees  and  royalties paid by Licensee for the Technology related  to  the
claims.
b.  IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH OR  ARISING
OUT  OF  THIS AGREEMENT (INCLUDING LOSS OF PROFITS, USE, DATA,  OR  OTHER
ECONOMIC  ADVANTAGE),  NO MATTER WHAT THEORY OF LIABILITY,  EVEN  IF  THE
EXCLUSIVE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL
PURPOSE  AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY  OR
PROBABILITY OF SUCH DAMAGES.  FURTHER, LIABILITY FOR SUCH DAMAGE SHALL BE
EXCLUDED,  EVEN IF THE EXCLUSIVE REMEDIES PROVIDED FOR IN THIS  AGREEMENT
FAIL  OF  THEIR  ESSENTIAL PURPOSE. The provisions of  this  Section  9.0
allocate the risks under this Agreement between Sun and Licensee and  the
parties  have relied upon the limitations set forth herein in determining
whether to enter into this Agreement.
9.2   High  Risk Activities.  The Technology is not designed or  intended
for  use in on-line control of aircraft, air traffic, aircraft navigation
or  aircraft communications; or in the design, construction, operation or
maintenance  of  any  nuclear facility.  Sun  disclaims  any  express  or
implied warranty of fitness for such uses.  Licensee agrees that it  will
not  use  or license the Technology for such purposes, and that  it  will
ensure that its licensees and end users of the Technology are provided  a
copy of the foregoing notice.
10.0 TERM AND TERMINATION
10.1  Term. The term of this Agreement shall begin on the Effective  Date
and shall continue for a period of five (5) years, or until terminated as
provided  below.  Each  year  for five (5)  consecutive  years  following
expiration of the initial five (5) year term, at Licensee's sole  option,
Licensee  may  extend the term of this Agreement for one  (1)  additional
year.  Licensee  shall  indicate its intent to extend  the  Agreement  by
written notice to Sun within thirty (30) days prior to the expiration  of
the  preceding term. Termination is permitted either for breach  of  this
Agreement, upon thirty (30) days written notice to the other party and an
opportunity  to  cure  within such thirty (30) day period,  or  upon  any
action  for infringement of Intellectual Property Rights relating to  the
Technology  by  Licensee  against Sun or any of Sun's  licensees  of  the
Technology.
10.2 Effect of Expiration.  Upon expiration of this Agreement,  Sun shall
retain  use,  under  the  terms of this Agreement,  of  the  Intellectual
Property Rights received hereunder, and Licensee shall be authorized  to:
(i)  distribute  Product(s)  containing the  version  of  the  Technology
incorporated  therein  at the time of expiration, subject  to  Licensee's
continued  compliance  with  the  Test Suites  current  at  the  time  of
expiration, and payment of royalties, and (ii) retain one (1) copy of the
Technology  in  Source Code form to support customers  having  copies  of
Product(s)  distributed by Licensee. All other rights of  Licensee  shall
terminate upon such expiration.
10.3  Effect  of  Termination.   In the  event  of  termination  of  this
Agreement  by  Sun in accordance with Section 10.1 above, Licensee  shall
promptly:  (i) return to Sun all copies of the Technology and  Derivative
Works  thereof  in  tangible  or  electronic  form,  Documentation,   and
Confidential   Information   (collectively  "Sun  Property")   (excluding
Licensee  Open  Classes  and Licensee-implemented  modifications  to  the
Platform  Dependent Part) in Licensee's possession or  control;  or  (ii)
permanently  destroy  or  disable all  copies  of  the  Sun  Property  in
<PAGE>
Licensee's  possession  or control, except as specifically  permitted  in
writing by Sun; and (iii) provide Sun with a written statement certifying
that Licensee has complied with the foregoing obligations. All rights and
licenses granted to Licensee shall terminate upon such termination.
10.4  No  Liability for Expiration or Lawful Termination.  Neither  party
shall  have  the  right to recover damages or to indemnification  of  any
nature,  whether  by  way  of lost profits, expenditures  for  promotion,
payment  for  goodwill or otherwise made in connection with the  business
contemplated  by  this Agreement, due to the expiration or  permitted  or
lawful termination of this Agreement. EACH PARTY WAIVES AND RELEASES  THE
OTHER FROM ANY CLAIM TO COMPENSATION OR INDEMNITY FOR TERMINATION OF  THE
BUSINESS  RELATIONSHIP UNLESS TERMINATION IS IN MATERIAL BREACH  OF  THIS
AGREEMENT.
10.5  No Waiver. The failure of either party to enforce any provision  of
this Agreement shall not be deemed a waiver of that provision. The rights
of  Sun  under this Section 10.0 are in addition to any other rights  and
remedies permitted by law or under this Agreement.
10.6  Survival.  The parties' rights and obligations under Sections  2.0,
4.0, 5.2, 6.0, 7.0, 8.0, 9.0, 10.0,  and 11.0 shall survive expiration or
termination  of  this  Agreement, excluding in the  event  of  breach  by
Licensee, Licensee's rights under Section 2.0, which shall terminate.
10.7  Irreparable Harm. The parties acknowledge that breach  of  Sections
2.0,  5.2,  7.0, 9.2, or 11.6 may cause irreparable harm, the  extent  of
which would be difficult to ascertain. Accordingly, they  agree that,  in
addition to any other legal remedies to which a non-breaching party might
be entitled, such party may seek immediate injunctive relief in the event
of a breach of the provisions of such Sections.
11.0 MISCELLANEOUS
11.1  Notices.  All  notices must be in writing and delivered  either  in
person  or by certified mail or registered mail, postage prepaid,  return
receipt  requested,  to the person(s) and address specified  below.  Such
notice will be effective upon receipt.
Sun                                  Licensee
Sun Microsystems, Inc.               Curtis Mathes Marketing Corporation
2550 Garcia Avenue                   10911 Petal Street
Mountain View, California 94043      Dallas, Texas 75238
Attn: JavaSoft Business Development  Attn:     Chief Operating Officer
cc: JavaSoft Legal Department        cc: Legal Department
11.2  Partial  Invalidity. If any term or provision of this Agreement  is
found  to  be invalid under any applicable statute or rule of  law  then,
that provision notwithstanding, this Agreement shall remain in full force
and  effect  and such provision shall be deleted unless such  a  deletion
would  frustrate the intent of the parties with respect to  any  material
aspect  of  the  relationship established hereby,  in  which  case,  this
Agreement and the licenses and rights granted hereunder shall terminate.
11.3  Complete  Understanding. This Agreement  and  the  Exhibits  hereto
constitute  and express the final, complete and exclusive  agreement  and
understanding between the parties with respect to its subject matter  and
supersede  all  previous communications, representations  or  agreements,
whether  written or oral, with respect to the subject matter  hereof.  No
terms  of any purchase order or similar document issued by Licensee shall
be  deemed to add to, delete or modify the terms and conditions  of  this
Agreement.  This  Agreement  may  not be  modified,  amended,  rescinded,
canceled  or  waived,  in whole or part, except by a  written  instrument
signed by the parties.
11.4  Language.   This Agreement is in the English language  only,  which
language shall be controlling in all respects, and all versions  of  this
Agreement in any other language shall be for accommodation only and shall
not  be binding on the parties to this Agreement. All communications  and
<PAGE>
notices  made  or given pursuant to this Agreement, and all documentation
and  support  to  be provided, unless otherwise noted, shall  be  in  the
English language.
11.5       U.S.  Government Restricted Rights.  If Licensee is  licensing
Product  or  accompanying  documentation to or  on  behalf  of  the  U.S.
Government, it shall be made subject to "Restricted Rights", as that term
is  defined in the Federal Acquisition Regulations ("FARs") in  paragraph
52.227-19(c)(2), or its equivalent paragraph in the DOD Supplement to the
FARs.   Contractor/Manufacturer is:  Sun Microsystems Inc.,  2550  Garcia
Ave., Mountain View, CA 94043.
11.6 Governing Law. This Agreement is made under and shall be governed by
and  construed  under the laws of the State of California, regardless  of
its choice of laws provisions.
11.7 Compliance with Laws.  The Technology, including technical data,  is
subject   to  U.S.  export  control  laws,  including  the  U.S.   Export
Administration Act and its associated regulations, and may be subject  to
export  or  import  regulations in other countries.  Licensee  agrees  to
comply  strictly with all such regulations and acknowledges that  it  has
the responsibility to obtain such licenses to export, re-export or import
the  Technology  or  Product(s)  as may be  required  after  delivery  to
Licensee.
Licensee shall make reasonable efforts to notify and inform its employees
having  access to the Technology of Licensee's obligation to comply  with
the requirements stated in this Section.
11.8  Disclaimer  of  Agency.   Licensee is not authorized  to  make  any
representation  or warranty on behalf of Sun to its end  users  or  third
parties. The relationship created hereby is that of licensor and licensee
and the parties hereby acknowledge and agree that nothing herein shall be
deemed  to  constitute Licensee as a franchisee of Sun.  Licensee  hereby
waives  the  benefit of any state or federal statutes  dealing  with  the
establishment and regulation of franchises.
11.9 Delivery. As soon as practicable after the Effective Date, Sun shall
deliver to Licensee one (1) copy of each of the deliverables set forth in
Exhibit A.  Licensee acknowledges that certain of the deliverables are in
various stages of completion and agrees to accept the deliverables as and
to  the  extent completed as of the date of delivery and "AS IS." In  the
event  any  deliverable  is  already in  the  possession  or  custody  of
Licensee, such item(s) shall, to the extent used in connection  with  the
rights  granted  in Section 2.0 above, be subject to the  terms  of  this
Agreement,  notwithstanding any pre-existing agreement  or  understanding
between Licensee and Sun with respect to such items.
11.10      Assignment and Change in Control.  This Agreement may  not  be
assigned  by either party without the prior written consent of the  other
party  except  that  Sun may assign this Agreement  to  a  majority-owned
subsidiary.
11.11      Construction.  This Agreement has been negotiated by  Sun  and
Licensee  and by their respective counsel. This Agreement will be  fairly
interpreted  in  accordance  with  its  terms  and  without  any   strict
construction in favor of or against either party.
11.12     Force Majeure.  Except for the obligation to pay money, neither
party  shall  be  liable to the other party for non-performance  of  this
Agreement,  if  the  non-performance is caused by  events  or  conditions
beyond  that  party's  control and the party gives  prompt  notice  under
Section 11.1 and makes all reasonable efforts to perform.
<PAGE>
11.13      Exhibits.  The following are incorporated herein by  reference
as integral parts of this Agreement:
  Exhibit A -    Description of Technology and Documentation
  Exhibit B -    Identification of Licensee Product(s) and Field(s) of Use
  Exhibit C -    Schedule of Fees and Royalties
  Exhibit D -    Confidential Disclosure Agreement
  Exhibit E -    Document Type Definition
  Exhibit F -    Trademark License
11.14      Section  References.   Any reference  contained  herein  to  a
section  of this Agreement shall be meant to refer to all subsections  of
the section.
11.15     No Competitive Restrictions.  The Parties agree that nothing in
this  Agreement  is  intended  to prohibit  Licensee  from  independently
developing or acquiring technology that is the same as or similar to  the
Technology,  provided  that Licensee does not do  so  in  breach  of  its
obligations under this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives.
Sun  Microsystems,  Inc.          Licensee: Curtis Mathes Marketing Corporation
By:___/s/ Lee  Patch______        By:___/s/ F.Shelton Richardson, Jr._______
Name:____Lee  Patch_______        Name:__ F.Shelton Richardson, Jr.______
     (Print or Type)                      (Print or Type)
Title:___V.P., General Counsel_   Title:__V.P., Chief Financial Officer_____
Date:____3/28/97___               Date:______3/28/97__________________

EXHIBIT B
IDENTIFICATION OF LICENSEE PRODUCT(S) AND FIELD(S) OF USE
Any  internet appliance designed, manufactured or distributed  by  Curtis
Mathes  using  the  Curtis  Mathes uniViewTM  technology  or  derivatives
thereof,  as  well  as  connectivity to  the  Curtis  Mathes  XpresswayTM
backroom internet service provider operation.

EXHIBIT D
CONFIDENTIAL DISCLOSURE AGREEMENT
(to be attached)

EXHIBIT F
TRADEMARK LICENSE
Java-Compatible Logo

LICENSOR
SUN MICROSYSTEMS, INC.
2550 Garcia Avenue
Mountain View, CA  94303
U.S.A.
(415) 960-1300

LICENSEE
CURTIS MATHES MARKETING CORPORATION
10911 PETAL STREET
DALLAS, TEXAS 75238
U.S.A.

TRADEMARK LICENSE
The  following terms and conditions governing Java compatibility branding
and  trademarks generally ("License") are incorporated by reference  into
the  Technology License and Distribution Agreement ("TLDA")  between  Sun
and  Licensee, attached hereto.  Where this License is more specific than
or  inconsistent with the TLDA, the terms of this License  shall  govern.
<PAGE>
Otherwise, the TLDA shall apply.  The parties agree that:
1.   DEFINITIONS
      1.1..      "Branded Product" means all online software or  tangible
copies  or  units of any version of Licensee's Products being distributed
in association with any Compatibility Logo.
     1.2. "Compatibility Logo" means the Java-compatible logo supplied by
Sun  to  Licensee from time-to-time.  The current version of the  logo(s)
are depicted at the end of this License.
      1.3.  "Licensee's  Products" means only the products  described  in
Exhibit B of the TLDA.
2.   GRANT OF LICENSE
Sun grants to Licensee a non-exclusive, non-transferable, personal, paid-
up,  royalty-free license, within the Territory in Section 3, to use  the
Compatibility Logos ("License") as provided herein with respect  to  each
of  Licensee's Products that fully meet the certification requirements of
Section 4.  Licensee is granted no other right, title, or license to  the
Compatibility  Logos  or  any other Sun trademark,  and  is  specifically
granted no right or license to sublicense the Compatibility Logos or  any
other  Sun  trademarks.  This License shall apply  and  pass  through  to
Licensee's distributors who distribute Licensee's Products as transferred
by  Licensee  (i.e.,  without any modifications to the  Product,  product
packaging, documentation or other materials) ("Distributors").   Licensee
shall  provide  notice  of this License to and  enforce  its  terms  with
Distributors.  Sun shall be entitled to enforce the terms of this License
directly  against any Distributor in the event Licensee fails to  do  so.
All subsequent references herein to "Licensee" shall include and apply to
"Distributors".
3.   TERRITORY
Licensee  shall  not  use  any Compatibility Logo  on  or  in  Licensee's
Products distributed via tangible media (e.g., CD or diskettes) or on any
other  tangible  materials (e.g., user documentation) in countries  other
than  those  listed below ("Territory"), unless Sun expressly  agrees  in
writing beforehand to extend the Territory (which Sun may refuse to do in
its sole discretion). This territorial restriction shall not apply to on-
line  distribution  of Licensee's Products over the  Internet.   Licensee
shall  pay  all  costs, including fees for legal services, registrations,
recordals,  and  foreign  language  translations  associated   with   any
extension of the Territory requested by Licensee.  Sun may eliminate  any
country  from  the Territory if it determines in its sole judgement  that
use  or  continued  use of the Compatibility Logo  in  such  country  may
subject Sun or any third party to legal liability, or may jeopardize  the
Compatibility  Logos or any Sun trademark in that or any  other  country.
In such event, Licensee shall promptly cease all use of the Compatibility
Logos in such countries upon written notice from Sun.
Australia
Austria
Belgium
Benin
Netherlands
Luxembourg
Brazil
Burkino Faso
Cameroon
Canada
Central African Republic
Chad
Chile
China (P.R.C.)
Columbia
<PAGE>
Congo
Czech Republic
Denmark
Egypt
France
Gabon
Germany
Greece
Guinea
Hong Kong
Hungary
India
Indonesia
Israel
Italy
Ivory Coast
Japan
Mali
Malaysia
Mauritania
Mexico
New Zealand
Niger
Norway
Philippines
Portugal
Russia
Senegal
Singapore
South Korea
Spain
Sweden
Switzerland
Taiwan
Thailand
Togo
Turkey
Ukraine
UAE
U.K.
United States
Venezuela
4.   CERTIFICATION
License  applies  only  to  versions of  Licensee's  Products  that  have
successfully  passed the relevant Test Suites made available  by  Sun  to
Licensee pursuant to the TLDA, and which otherwise fully comply with  all
other  compatibility and certification requirements of  the  TLDA.   Upon
thirty  (30)  days written notice by Sun no more than two (2)  times  per
calendar year, Licensee shall permit Sun to inspect and test any  Branded
Products  at a mutually-agreeable location to ensure that they  meet  the
compatibility  requirements of the TLDA.  Upon request by  Sun,  Licensee
shall promptly make any modifications to any version of a Branded Product
necessary for it to meet such compatibility requirements.
5.   LOGO AND TRADEMARK USAGE
Licensee  shall  use  the Compatibility Logos only as  specified  in  any
guidelines  or policies made by Sun concerning the appearance,  placement
or  use  of the Compatibility Logos ("Logo Guidelines").  Licensee shall:
(i)  use  only  approved logo artwork provided by Sun, (ii) for  tangible
media,  display  the  Compatibility Logos on external product  packaging,
<PAGE>
documentation,  and media (disk, CD-ROM, tape, etc.);  (iii)  for  online
versions  of Licensee's Product, display the Compatibility Logos  on  web
pages featuring information about the Product in GIF images that point to
the  current Sun Java page (http://java.sun.com) via hypertext link; (iv)
for  both  tangible-media and online versions, display the  Compatibility
Logos on "splashscreens" appearing upon launch of Licensee's Product,  if
any,  and in general product information screens (e.g., "About",  "Help",
"Info");  (v)  display  the  Compatibility Logos  on  tangible  marketing
collateral  featuring Licensee's Products, including  advertisements  and
datasheets; and (vi) not display Compatibility Logos more prominently  or
larger  than Licensee's company name/logo and product name/logo, wherever
displayed.
Licensee  shall comply with the current versions of the Sun  Trademark  &
Logo    Policies    and    the    Java/HotJava    Trademark    Guidelines
[http://java.sun.com/tm_guidelines.html], including but  not  limited  to
using   the  Java/HotJava  mark  as  an  adjective  followed  by  generic
descriptors,  marking  the  Java/HotJava  mark  with  a  TM  symbol,  and
attributing  the  Java/HotJava mark as a trademark of  Sun  Microsystems,
Inc.  in  a  legend  on  packaging, splashscreens, web  page,  and  other
collateral  and  materials.  Licensee may not include any  Sun  trademark
(e.g., Sun, Java, HotJava, Solaris, etc.) in Licensee's company, business
or  subsidiary  names,  or  in the name of any  of  Licensee's  products,
services, technologies, or web pages.  Licensee shall promptly modify any
usage and any material that does not conform to the Logo Guidelines,  the
Sun  Trademark & Logo Policies, or the Java/HotJava Trademark  Guidelines
upon  notice  from  Sun specifying the non-conformance.   Licensee  shall
notify its distributors and customers of any such non-conformance  as  to
materials or products already distributed, as may be reasonably requested
by Sun.
6.   PROTECTION OF TRADEMARKS AND LOGOS
Sun  is  the sole owner of the Compatibility Logos (including  the  marks
depicted therein) and all goodwill associated therewith.  Licensee's  use
of the Compatibility Logos inures solely to the benefit of Sun.  Licensee
shall  not do anything that might harm the reputation or goodwill of  the
Compatibility  Logos.  Licensee shall not challenge Sun's  rights  in  or
attempt  to register the Compatibility Logos, or any other name  or  mark
owned  by Sun or substantially similar thereto.  Licensee shall  take  no
action inconsistent with Sun's rights in the Compatibility Logos.  If  at
any   time   Licensee  acquires  any  rights  in,  or  registrations   or
applications  for,  the  Compatibility  Logos  by  operation  of  law  or
otherwise,  it will immediately upon request by Sun and at no expense  to
Sun,  assign  such rights, registrations, or applications to  Sun,  along
with  any and all associated goodwill.  Licensee shall assist Sun to  the
extent  reasonably  necessary to protect and maintain  the  Compatibility
Logos worldwide, including but not limited to giving prompt notice to Sun
of  any  known or potential infringement of the Compatibility Logos,  and
cooperating  with Sun in the preparation and execution of  any  documents
necessary to record this License as may be required by the laws or  rules
of  any country.  Sun may at its option commence, prosecute or defend any
action or claim concerning the Compatibility Logos in the name of Sun  or
Licensee, or join Licensee as a party thereto.  Sun shall have the  right
to  control any such litigation.  Licensee shall not commence any  action
regarding the Compatibility Logos.  Sun shall reimburse Licensee for  the
reasonable costs associated with providing such assistance, except to the
extent  that  any  such  costs result from a breach  of  the  License  by
Licensee.
<PAGE>
IN WITNESS WHEREOF, the parties hereby execute this Agreement through the
authorized representatives whose names appear below.
Sun  Microsystems,  Inc.          Licensee: Curtis Mathes Marketing Corporation
By:___/s/ Lee  Patch______        By:___/s/ F.Shelton Richardson, Jr._______
Name:____Lee  Patch_______        Name:__ F.Shelton Richardson, Jr.______
     (Print or Type)                      (Print or Type)
Title:___V.P., General Counsel_   Title:__V.P., Chief Financial Officer_____
Date:____3/28/97___               Date:______3/28/97__________________

COMPATIBILITY LOGOS LICENSED HEREUNDER
<PAGE>