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                  TRADEMARK LICENSE AGREEMENT
     AGREEMENT  made  this date by and between CURTIS MATHES  CORPORATION
(hereinafter   called   ''Licensor''),  and   CURTIS   MATHES   XPRESSWAY
CORPORATION (hereinafter called ''Licensee''):
     WHEREAS  Licensor  owns the valuable federally registered  trademark
''Curtis   Mathes  (and  design)"  (hereinafter  referred   to   as   the
''Trademark''),  said Trademark having been used over the  facilities  of
numerous  stations  in  radio and/or television  broadcasting  in  allied
fields,   and  in  promotional  and  advertising  material  in  different
businesses and being well known and recognized by the general public  and
associated in the public mind with Licensor, and
     WHEREAS  Licensee  desires  to utilize the  Trademark  upon  and  in
connection  with  providing  Internet  access  and  online  services   to
subscribers to the Licensee's Internet services as hereinafter described,
     NOW,  THEREFORE,  in  consideration of the  mutual  promises  herein
contained, it is hereby agreed:
1.   GRANT OF LICENSE.
     (a)   LICENSED SERVICES.  Upon the terms and conditions  hereinafter
set  forth,  Licensor hereby grants to Licensee the right and license  to
use  the  Trademark, and Licensee hereby accepts the right,  license  and
privilege  of  utilizing  the  Trademark solely  and  only  upon  and  in
connection with the sale and distribution of the following services:
          Internet  access  and  online  services  provided  to
          subscribers  to  the Curtis Mathes XpresswayT,  which
          may  be  accessed  through uniViewTM or  uniView-type
          products.
  such  services  being hereinafter referred to for all purposes  as  the
"Licensed Services."
["uniViewTM" is a trademark of Curtis Mathes Marketing Corporation  which
pertains to a category of electronic appliances manufactured and sold  by
Curtis  Mathes Marketing Corporation utilizing proprietary  hardware  and
software  which operates through the television medium to provide  access
to  the  Internet,  e-mail, fax capabilities, current television  program
listings, and a full duplex speaker phone, among other features.]
     (b)   TERM.      The  term of the license hereby  granted  shall  be
effective  on the date of execution of this Agreement and shall  continue
for  fifteen (15) years, unless sooner terminated in accordance with  the
provisions  hereof.  At the end of this term, and at the  end  each  term
thereafter, this license shall be automatically renewed for  a  five  (5)
year  term, unless either party hereto shall be given written  notice  to
the  contrary at least one year prior to the expiration date of the  then
current  term.   Licensor  agrees that it will  exercise  its  option  of
nonrenewal only for good cause shown.
2.   TERMS OF PAYMENT.
     (a)   RATE.     Licensee agrees to pay to Licensor as royalty a  sum
equal to one and one-half percent (1.5%) of gross receipts from sales  of
the Licensed Services by Licensee or any of its affiliated, associated or
subsidiary  companies.   The  term ''gross receipts''  shall  mean  gross
monies actually collected by Licensee, less refunds.
     (b)   ROYALTY PAYMENTS.        Royalties shall be due within  thirty
(30)  days  after  the close of each calendar quarter  in  which  earned,
during  the  term of this Agreement or any extension hereof, and  payment
shall  accompany the statements furnished as required below.  The receipt
or  acceptance by Licensor of any of the statements furnished pursuant to
this Agreement or of any royalties paid hereunder (or the cashing of  any
royalty checks paid hereunder) shall not preclude Licensor from verifying
the  correctness  thereof  at  any  time,  and  in  the  event  that  any
inconsistencies  or  mistakes  are  discovered  in  such  statements   or
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payments, they shall immediately be rectified and the appropriate payment
made by Licensee.
     (c)  PERIODIC STATEMENTS.     (i)  Within thirty (30) days after the
close  of each calendar quarter during the term of this Agreement or  any
extension  hereof,  Licensee shall furnish to Licensor,  a  complete  and
accurate  statement  certified to be accurate  by  Licensee  showing  the
number,  description, gross sales price, itemized deductions  from  gross
sales  price,  and gross receipts from the sale of the Licensed  Services
distributed  and/or  sold  by  Licensee  during  the  preceding  calendar
quarter,  together  with any refunds made during the  preceding  calendar
quarter.
          (ii)   Within  sixty (60) days after the end of  each  calendar
year  during the term of this Agreement or any extension hereof, Licensee
shall  furnish to Licensor, a statement showing the number,  description,
gross  sales price, itemized deductions from gross sales price, and gross
receipts  from the sale of the Licensed Services distributed and/or  sold
by Licensee during the preceding calendar year, together with any refunds
made  during the preceding calendar year, as shown on Licensee's business
books  and  records.   If such statement discloses  any  underpayment  of
royalties  for  that  year,  Licensee  shall  pay  the  amount   of   the
underpayment to Licensor at the time of the statement required under this
paragraph.   Any overpayment shall be credited by Licensor to  Licensee's
account.
          (iii)  All books and records maintained by Licensee relating to
operations  concerning this License shall be available for inspection  by
Licensor  or  any  of its designated representatives at  any  reasonable,
mutually  agreeable  time and Licensee shall cooperate  with  any  person
making such examination on behalf of Licensor.  All books of account  and
records  shall  be kept available for at least two (2)  years  after  the
termination of this license.
3.    EXCLUSIVITY.    Nothing in this Agreement  shall  be  construed  to
prevent  Licensor from granting any other licenses for  the  use  of  the
Trademark  or  from otherwise utilizing the Trademark in connection  with
products or services not covered by this Agreement.  Licensor agrees that
it  will  not use, and will grant no other licenses for the use  of,  the
Trademark in connection with the sale of the Licensed Services during the
term of this Agreement or any extension hereof.
4.    ADVERTISING.   Licensee agrees to use its best efforts to advertise
and  promote  the sale of the Licensed Services during the term  of  this
Agreement or any extension hereof.
5.    GOOD WILL.     Licensee recognizes the great value of the good will
associated  with the Trademark, and acknowledges that the  Trademark  and
all rights therein and good will pertaining thereto belong exclusively to
Licensor, and that the Trademark has a secondary meaning in the  mind  of
the public.
6.    MAINTENANCE OF TRADEMARK.     Licensor will use its best efforts to
maintain, or cause to be maintained, the Trademark in the areas in  which
the  Licensed  Services are sold to enable the Licensed  Services  to  be
distributed  and  sold  in those areas under the  Trademark  as  provided
herein.   Licensor will not permit any other person to use the  Trademark
in connection with the Licensed Services.
7.    PROTECTION OF TRADEMARK. Licensee and Licensor both agree to assist
the other to the extent necessary in the procurement of any protection or
to  protect  any of Licensor's rights to the Trademark, and either  party
may commence or prosecute any claims or suits in its own name or join the
other  as a party thereto.  Licensee shall notify Licensor in writing  of
any  action  that  Licensee  takes on account  of  any  infringements  or
imitations by others in the Trademark.
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8.     INDEMNIFICATION  BY  LICENSEE  AND  PRODUCT  LIABILITY  INSURANCE.
Licensee  hereby  indemnifies Licensor and undertakes  to  defend  itself
and/or  Licensor  against  and hold Licensor harmless  from  any  claims,
suits,  loss and damage arising out of any allegedly unauthorized use  of
any  trademark,  patent, process, idea, method or device by  Licensee  in
connection  with  the Licensed Services or any other  alleged  action  by
Licensee and also from any claims, suits, loss and damage arising out  of
alleged  defects in the Licensed Services.  Licensee agrees that it  will
obtain,  at  its own expense, product liability insurance in a reasonable
amount from a recognized insurance company, providing adequate protection
for Licensor (as well as for Licensee) against any claims, suits, loss or
damage  arising out of any alleged defects in the Licensed Services.   As
proof  of  such  insurance, a fully paid certificate of insurance  naming
Licensor as an additional insured party will be furnished to Licensor  by
Licensee  before  any  Licensed Service  is  distributed  or  sold.   Any
proposed  change  in  certificates of insurance  shall  be  furnished  to
Licensor  within thirty (30) days after such change.  Licensor  shall  be
entitled to a copy of the then prevailing certificate of insurance, which
shall  be furnished to Licensor by Licensee within thirty (30) days after
request by Licensor.
9.    QUALITY  OF  LICENSED SERVICES. Licensee agrees that  the  Licensed
Services  shall  be  of high standard and of such style,  appearance  and
quality  as to be adequate and suited to their exploitation to  the  best
advantage and to the protection and enhancement of the Trademark and  the
good  will  pertaining  thereto, that such  services  will  be  sold  and
distributed  in accordance with all applicable Federal, State  and  local
laws,  and  that  the  same  shall not reflect adversely  upon  the  good
Trademark  of  Licensor. Licensee shall use the Trademark only  with  the
Licensed Services sold and distributed by the Licensee in accordance with
specifications, directions, and processes approved by the Licensor or its
representatives  or  agents from time to time  and  the  quality  of  the
Licensed Services shall be according to industry standards as approved by
Licensor, which approvals shall not be unreasonably withheld.
10.  WARRANTY AND SERVICING.  Licensee agrees to provide for the warranty
and  servicing of all Licensed Services distributed or sold by  Licensee,
unless otherwise agreed in writing.
11.   LABELING. (a)  Licensee agrees that it will cause to appear  on  or
within  each  Licensed Service sold by it under this license  and  on  or
within  all  advertising,  promotional or display  material  bearing  the
Trademark the appropriate statutory notice of registration thereof.  Each
and   every  label,  or  imprint  containing  any  such  notice  and  all
advertising, promotional or display material bearing the Trademark  shall
be   submitted  to  Licensor  for  its  approval,  which  shall  not   be
unreasonably withheld. Approval by Licensor shall not constitute a waiver
of  Licensor's  rights or Licensee's duties under any provision  of  this
Agreement.
     (b)   Licensee  agrees to cooperate fully and  in  good  faith  with
Licensor for the purpose of securing and preserving Licensor's rights  in
and  to  the  Trademark.  Nothing contained in this  Agreement  shall  be
construed  as an assignment or grant to the Licensee of any right,  title
or  interest in or to the Trademark, it being understood that all  rights
relating  thereto  are  reserved  by Licensor,  except  for  the  license
hereunder to Licensee of the right to use and utilize the Trademark  only
as  specifically  and  expressly provided in  this  Agreement.   Licensee
hereby  agrees  that at the termination or expiration of this  Agreement,
including any extension hereof, Licensee will be deemed to have assigned,
transferred  and  conveyed to Licensor any rights, equities,  good  will,
titles  or  other  rights in and to the Trademark  which  may  have  been
obtained by Licensee or which may have vested in Licensee in pursuance of
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any  endeavors  covered  hereby,  and  that  Licensee  will  execute  any
instruments requested by Licensor to accomplish or confirm the foregoing.
Any  such  assignment,  transfer or conveyance  shall  be  without  other
consideration  than  the  mutual covenants  and  considerations  of  this
Agreement.
     (c)   Licensee  hereby agrees that its every use of  such  Trademark
shall inure to the benefit of Licensor and that Licensee shall not at any
time  acquire any rights in such Trademark by virtue of any  use  it  may
make of such Trademark.
12.  PROMOTIONAL MATERIAL.    In all cases where Licensee desires artwork
involving  Licensed Services, the cost of such artwork and the  time  for
the  production  thereof  shall be borne by Licensee.   All  artwork  and
designs  involving  the  Trademark, or any reproduction  thereof,  shall,
notwithstanding  their invention or use by Licensee, be  and  remain  the
property of Licensor.
13.   DISTRIBUTION.  Licensee agrees that during the term of this license
it will use its best efforts to distribute and sell the Licensed Services
and  that  it  will  make  and maintain adequate  arrangement  for  their
distribution.
14.   TERMINATION.    (a)  Should the Licensee fail to  comply  with  any
material  provision  of this Agreement, the Licensor may  terminate  this
license  upon  sixty (60) days' written notice to the Licensee,  provided
that  the  Licensee  has  not corrected such default  during  the  notice
period.
     (b)   Termination  of  the  license under  the  provisions  of  this
paragraph  shall  be without prejudice to any rights which  Licensor  may
otherwise  have against Licensee.  Upon the termination of this  license,
notwithstanding anything to the contrary herein, all royalties  on  sales
theretofore made shall become immediately due and payable.
15.    EFFECT  OF  TERMINATION  OR  EXPIRATION.     Upon  and  after  the
expiration or termination of this license, all rights granted to Licensee
hereunder  shall  forthwith revert to Licensor,  who  shall  be  free  to
license  others  to  use the Trademark in connection with  the  sale  and
distribution  of  the Licensed Services and Licensee  will  refrain  from
further  use of the Trademark or any further reference to it,  direct  or
indirect,  or anything deemed by Licensor to be similar to the  Trademark
in connection with the sale or distribution of Licensee's services.
16.   NOTICES.  All notices and statements to be given, and all  payments
to  be  made  hereunder, shall be given or made at the current respective
addresses  of the parties unless notification of a change of  address  is
given  in  writing, and the date of mailing shall be deemed the date  the
notice or statement is given.
17.   NO JOINT VENTURE.   Nothing herein contained shall be construed  to
place the parties in the relationship of partners or joint venturers, and
neither party shall have the power to obligate or bind the other  in  any
manner whatsoever.
18.  NO WAIVER.     None of the terms of this agreement can be waived  or
modified  except  by  an  express agreement in  writing  signed  by  both
parties.   There are no representations, promises, warranties,  covenants
or  undertakings  other  than those contained in  this  Agreement,  which
represents  the  entire  understanding of the parties.   The  failure  of
either  party  hereto  to  enforce, or  the  delay  by  either  party  in
enforcing, any of its rights under this Agreement shall not be  deemed  a
continuing waiver or a modification thereof and either party may,  within
the   time  provided  by  applicable  law,  commence  appropriate   legal
proceeding to enforce any or all of such rights.  No person, firm,  group
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or  corporation  (whether included in the Trademark or  otherwise)  other
than Licensee and Licensor, and their successors, shall be deemed to have
acquired any rights by reason of anything contained in this Agreement.
     IN  WITNESS WHEREOF, the parties have caused this instrument  to  be
duly executed as of January 10, 1997.
LICENSOR:                          LICENSEE:
CURTIS MATHES CORPORATION          CURTIS MATHES XPRESSWAY
                                   CORPORATION
By:_____/s/  Bill  Park___         By:___/s/ Pat Custer_____________
     Bill Park, Vice President         Patrick A. Custer, President
     Chief Operating Officer