EXHIBIT 10.7

                                Revised Agreement
                                     Between
        Universal Access Network, L.P., d/b/a Network Event Theater (NET)
                                       and
                       The Fields + Hellman Company (F+H)

                                  May 20, 1997

The agreement of December 19, 1995, revising the prior agreement as of July 5,
1995, is modified and revised as follows:

1.   After the date of this agreement, neither Freddie Fields nor Jerome Hellman
     shall be obligated to devote a substantial portion of his business time to
     his services for NET, but each of them shall continue to be available for
     consultation with NET's staff to the extent that he may be called upon for
     that purpose.

2.   Freddie Fields, at his election, will continue to serve as a member of the
     Board of Directors of NET.

3.   It is agreed that payments to be made by NET to F+H and Fields and Hellman
     individually, have been made through the month of June, so that there will
     be six (6) months of payment remaining under the contract. The total
     obligation of NET for said six months of salary and overhead will total
     $412,812 for the six months commencing July 1, 1997. NET agrees that it
     will make full payment of said sum to F+H (and/or Fields and Hellman
     individually) in the manner provided for below, despite the fact that there
     shall be no further obligation on the part of F+H and Fields and Hellman to
     devote a substantial portion of his business time to his services for NET.

4.   The $412,812 above referred to is computed and consists of six (6) months
     of salary based upon an annual salary of $550,000 plus six (6) months of
     overhead computed at the rate of $275,625 per year.

5.   NET shall continue to make the salary and overhead payments on a monthly
     basis, but NET may at any time determine to pay the then unpaid balance of
     the total salary and overhead obligation by making a lump sum cash payment
     to F+H equal to 50% of that balance and by simultaneously issuing to Fields
     and Hellman registered stock of NET for the remaining 50% of that balance,
     the number of shares to be issued to be based upon the market value of the
     stock at the end of the day preceding the day Fields + Hellman receives its
     lump sum cash payment for the entire unpaid balance. Such stock shall be
     divided equally among Fields and Hellman.


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6.   F+H Fields and Hellman individually will have no further responsibility to
     NET for any NET expenses, and NET will have no further responsibility to
     F+H and Fields and Hellman individually for any of their expenses unless
     such expenses are incurred at NET's specific request. As an exception to
     foregoing, however, the parties agree that a portion of the premises under
     lease to F+H, including the conference room and the central work station,
     are in fact shared by F+H and NET, and NET agrees therefore to reimburse
     F+H on a monthly basis for an aliquot share of F+H's rent, based upon an
     equal sharing between NET and F+H of the rent applicable to the foregoing
     areas, so long as they are being mutually used by both F+H and NET.

7.   This document represents all of the terms and agreements of the amending
     arrangement between NET and F+H.


                                        The Fields + Hellman Company

                                        By /s/ Freddie Fields
                                          ---------------------------

                                        /s/ Jerome Hellman
                                        -----------------------------
                                        Jerome Hellman, individually

                                        /s/ Freddie Fields
                                        -----------------------------
                                        Freddie Fields, individually


                                        Network Event Theater, Inc.


                                        By /s/ Harlan Peltz
                                          ---------------------------
                                           Harlan Peltz, Chairman


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