Exhibit 10.7

                    REPRESENTATION AGREEMENT

This agreement dated as of January 1, 1997 between ABC New Media
Sales ("ABC"), a division of ABC, Inc., and Food Court
Entertainment Network, Inc. ("you"), shall set forth the terms
and conditions pursuant to which you shall appoint ABC as the
exclusive advertising sales representative for Cafe USA.

For good and valuable consideration the receipt of which is
hereby acknowledged, you and ABC hereby agree as follows (the
"Agreement"):

1.   APPOINTMENT

     (a)  Subject to the terms and conditions of this Agreement,
          you hereby appoint ABC as Cafe USA's exclusive
          advertising sales representative in all forms of
          television media (the "Media") throughout the World
          (the "Sales Area").

     (b)  You hereby grant to ABC the power, either in your name,
          on your behalf, or in ABC's name, to take and do such
          action, and to make, sign, execute, acknowledge,
          deliver, and record any and all instruments or
          documents which ABC may deem necessary to perform the
          services relating to the representation of Cafe USA in
          the sale of advertising in the Media provided such
          instruments or documents have been approved by you or
          are similar to previous instruments or documents
          approved by you.  All advertising hereunder shall be
          subject to the standards and policies of Cafe USA,
          which standards and policies specifically exclude the
          advertising of spirits, tobacco, political, religious
          and birth control advertising.

     (c)  All third parties purchasing advertising hereunder
          pursuant to subparagraph (b) above shall be subject to
          your credit approval, which approval shall be based on
          pricing and terms and conditions previously approved by
          you and provided to ABC on or before the effective date
          hereof.

     (d)  In the event you decide to sell television advertising
          outside of Cafe USA or if you decide to sell audio-
          visual advertising in any other media ("Additional
          Media,"), you agree that ABC shall have the right to
          sell the Additional Media pursuant to the terms
          hereunder provided you agree, in good faith, that ABC
          is suitable to sell such Additional Media.

2.   SERVICES

     ABC hereby accepts the appointment under Paragraph 1 hereof
     and agrees to solicit, promote, negotiate and enter into
     agreements with respect to the sale of Cafe USA commercial
     advertising inventory in the Media (the "Commercial
     Inventory").  ABC's will make the New Media sales force
     available to perform the services described in the foregoing
     sentence, which sales force is currently comprised of one
     (1) Director and three (3) account executives in New York,
     one (1) manager in Chicago and one (1) manager in Los
     Angeles.  The Director shall keep the Cafe USA Sales Manager
     apprised of all sales efforts hereunder.  ABC agrees to
     discuss with you any change in the assignment of the
     foregoing sales force prior to making any such change.

3.   TERM

     (a)  The term of this Agreement shall commence on the date
          hereof and shall continue in effect for a period of six
          (6) years (each twelve-month period, beginning with the
          foregoing commencement date, shall be referred to
          herein as a "Contract Year").

     (b)  Notwithstanding subparagraph (a) above, ABC shall have
          the right to terminate this Agreement upon ninety (90)
          days written notice for a period of thirty (30) days
          after the end of the second Contract Year and each
          Contract Year thereafter, and you shall have the right
          to terminate this Agreement upon thirty (30) days
          written notice for a period of thirty (30) days after
          the end of (i) the second Contract Year if less than
          sixty percent (60%) of the Commercial Inventory has
          been sold during such second Contract Year and (ii) the
          fourth Contract Year if less than seventy-two percent
          (72%) of the Commercial Inventory has been sold during
          such fourth Contract Year.

     (c)  Commencing at least six (6) months prior to the
          expiration of the term hereof, you and ABC agree to
          negotiate exclusively for a period of ninety (90) days
          (the "Negotiation Period"), with respect to the terms
          and conditions on which ABC may continue as your
          exclusive advertising sales representative as described
          hereunder.  It is expressly understood that you shall
          not have any discussions or negotiations whatsoever
          with any third party at any time during the Negotiating
          Period with respect to the advertising sales
          representation of Cafe USA.

4.   CONSIDERATION

     (a)  Commission:

          In consideration of the services to be performed by ABC
          described in Paragraph 2 hereof, you shall pay to ABC
          the following commission on the "Net Advertising
          Revenue," as such term is defined in subparagraph (c)
          below (the "Commission") during each Contract Year
          hereof:

           (i) On the first Fifteen Million Dollars ($15,000,000)
               of Net Advertising Revenue, fifteen percent (15%);

          (ii) On Net Advertising Revenue greater than Fifteen
               Million Dollars ($15,000,000) and less than or
               equal to Thirty Million Dollars ($30,000,000), ten
               percent (10%); and

         (iii) On Net Advertising Revenue greater than Thirty
               Million Dollars ($30,000,000), seven and one-half
               percent (7.5%).

     (b)  Guaranteed Commission:

          You hereby agree to pay ABC the one-time amount of One
          Hundred Thousand Dollars ($100,000).  ABC hereby
          acknowledges the receipt of Seventy-Five Thousand
          Dollars ($75,000) of such one-time amount and you agree
          to pay the balance thereof upon the full execution
          hereof.  The foregoing amount shall be considered
          guaranteed commission and you shall be entitled to
          recover such amount from the first One Hundred Thousand
          Dollars ($100,000) of Commissions due to ABC pursuant
          to subparagraph (a) above during the first year hereof.

     (c)  Net Advertising Revenue:

          "Net Advertising Revenue," as used herein, shall be
          defined as all monies actually received by you with
          respect to any of the Commercial Inventory sold or
          placed by either you or ABC during the term hereof and
          for a period of one (1) year thereafter, less monies
          credited for refunds and less actual agency commissions
          paid with respect to such Commercial Inventory.

     (d)  Collections:

          You shall be responsible for all billing and the
          collection of all amounts due in connection with the
          sales of the Commercial Inventory and ABC shall have no
          liability therefor.

     (e)  Reports and Payment:

          At the end of each calendar month during the term
          hereof, you shall each deliver ABC a statement setting
          forth the name of each advertiser that purchased
          Commercial Inventory, the gross revenue and Net
          Advertising Revenue received from such advertiser and
          the Commissions due ABC with respect to such calendar
          month.  You agree to pay any and all Commissions due
          ABC within ten (10) days after the completion of each
          such month based upon the total Net Advertising Revenue
          derived during such month.  ABC shall have the right to
          audit and examine your books, at its own expense, with
          respect to the Commercial Inventory in this Agreement,
          during reasonable business hours upon five (5) days
          notice no more than twice each Contract Year.

     (f)  ABC Commercial Spots

          You agree to provide to ABC, its Parent, or any
          entities related thereto (the "Related Entities") one
          (1) thirty-second (-:30) commercial spot for use by any
          of the Related Entities, which spot shall run on Cafe
          USA during each standard advertising spot cycle.  In
          addition to the foregoing, you agree to provide the
          Related Entities with a twenty percent (20%) discount
          on all additional commercial spots purchased by any of
          the Related Entities.

5.   COVENANT NOT TO COMPETE

     ABC agrees that during the term hereof and for a period of
     one (1) year thereafter, ABC shall not engage in or
     represent a third party in the field of advertiser supported
     television solely distributed within shopping malls;
     provided, however, the foregoing restriction shall not apply
     in the event you terminate this Agreement pursuant to
     subparagraph 3(6) above or in the event of a termination of
     this Agreement due to a breach by you.  Notwithstanding
     anything to the contrary contained herein, nothing shall
     prevent ABC from providing sales services and representation
     for Channel M.

6.   PROMOTION/RESEARCH

     (a)  You agree to use your best efforts to promote and
          advertise Cafe USA in a manner commensurate with
          television programmers, distributors, and exhibits in
          commercial sponsored television.  All costs and
          expenses with respect to the foregoing promotion and
          advertising shall be incurred by you and you agree to
          consult with ABC with respect to such promotion and
          advertising.  ABC shall have the right, but shall have
          no obligation, to provide additional promotional and
          advertising support at its expense.

     (b)  You agree to perform and incur all cost for all
          reasonable research necessary for sales purposes, which
          research shall include, but not be limited to, (i) two
          (2) Nielsen studies per Contract Year to verify
          compliance and traffic and (ii) volumetric studies as
          needed (approximately five (5) per contract year).  You
          agree to consult with ABC with respect to such research
          and to provide ABC with the results of such research on
          a timely basis throughout the term hereof.

7.   INDEMNIFICATION

     (a)  You agree to indemnify and hold ABC, ABC, Inc. and its
          affiliates and subsidiaries and their officers,
          directors, and agents harmless from and against any and
          all claims, damages, liabilities, costs and expenses
          (including reasonable attorneys' fees) arising out of
          your performance hereunder, your performance or failure
          to perform in connection with your obligations arising
          out of; agreements entered into by ABC on your behalf
          provided such agreements have been approved by you or
          are similar to previous agreements approved by you; the
          breach of any representation and/or warranty hereunder,
          or any other claim arising out of this Agreement.  ABC
          shall promptly notify you by telecopy, receipt
          confirmed, or registered mail of any claim or suit
          which may be filed and shall not admit any liability or
          compromise with respect to any suit without first
          obtaining your consent in writing, which consent shall
          not be unreasonably withheld or delayed.

     (b)  ABC agrees to indemnify and hold you, your parent and
          its affiliates and subsidiaries and their officers,
          directors, and agents harmless from and against any and
          all claims, damages, liabilities, costs and expenses
          (including reasonable attorneys' fees) arising out of
          ABC's performance hereunder or ABC's breach of any
          representation and/or warranty hereunder.  You shall
          promptly notify ABC by telecopy, receipt confirmed, or
          registered mail of any claim or suit which may be filed
          and shall not admit any liability or compromise with
          respect to any suit without first obtaining ABC's
          consent in writing, which consent shall not be
          unreasonably withheld or delayed.

8.   MISCELLANEOUS

     (a)  Amendment; Binding Agreement; Assignment

          This Agreement shall be binding upon and shall inure to
          the benefit of the undersigned parties and their
          respective successors and permitted assigns.  No
          assignment of this Agreement, whether by operation of
          law or otherwise, shall be made by either party. 
          Notwithstanding the foregoing, (i) ABC shall have the
          right to assign this Agreement and all its rights and
          obligations hereunder to any party acquiring ABC's
          business or to any entity controlling it, controlled by
          it or under common control with it and (ii) you shall
          have the right to assign this Agreement, and all your
          rights and obligations hereunder, provided you obtain
          ABC's prior written approval, which approval shall not
          be unreasonably withheld.

     (b)  Independent Contractors:

          You and ABC are independent contractors and nothing
          herein creates the relationship of principal and agent,
          employer and employee, partners or joint venturers. 
          You agree that all contracts, express or implied, of
          employment for your personnel shall be made by you as
          principal and that there will be no liability
          whatsoever on ABC's part with respect to such
          contracts.

     (c)  Waiver:

          The failure of either party at any time to require
          performance by the other party of any provision hereof
          shall in no way affect the full right to require such
          performance at any time thereafter, nor shall the
          waiver by either party of a breach of any provision
          hereof be taken or held to be a waiver of any
          succeeding breach of such provision or as a waiver of
          the provision itself.

     (d)  Separability:

          If any provision of this Agreement or the application
          thereof to any person or circumstances shall to any
          extent be held to be invalid or unenforceable, the
          remainder of the Agreement, or the application of such
          provisions to persons or circumstances as to which it
          is not held to be invalid or unenforceable, shall not
          be affected thereby, and each provision shall be valid
          and be enforced to the fullest extent permitted by law.

     (e)  Entire Agreement:

          This Agreement contains the entire understanding of the
          parties and supersedes all previous verbal and written
          agreements on the subject thereof.

     (f)  Governing Law:

          This Agreement shall be governed by, and construed in
          accordance with, the laws of the State of New York.

If the foregoing is in accordance with your understanding please
indicate your consent by signing in the space provided below.


ACCEPTED AND AGREED:               Very truly yours,

FOOD COURT ENTERTAINMENT           ABC NEW MEDIA SALES
NETWORK, INC.

By /s/ James N. Perkins            By /s/ John Watkins          
  James N. Perkins, President        John Watkins, President
  Chief Executive Officer