[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED
  WITH THE COMMISSION, PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
   PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

                  TRADEMARK LICENSE AGREEMENT

     AGREEMENT  made  this  date  by  and  between  uniView  Technologies
Corporation,  a Texas corporation, whose principal place of  business  is
located  at  17300 North Dallas Parkway, Suite 2050, Dallas, Texas  75248
(hereinafter called "uniView") and Avmark, Inc., whose principal place of
business  is  located  at  5000  Kevin Drive,  Bridgman,  Michigan  49106
(hereinafter called "Avmark").

      WHEREAS  uniView represents and warrants that it is  the  exclusive
owner  of  all  rights  in  and to the valuable trademark  "CurtisMathes"
(hereinafter  referred to as the "Mark"), in relation to television  sets
and  related products, and further represents that, within the past three
years,  consumer electronics products have been distributed  bearing  the
Mark  throughout the United States of America, and that  its  rights  are
valid and subsisting; and

     WHEREAS Avmark desires to use the Mark as hereinafter described.

     NOW,  THEREFORE,  in  consideration of the  mutual  promises  herein
contained, it is hereby agreed:

1.    GRANT  OF  LICENSE.   (a)  Grant.  For the use, the  Term,  in  the
Territory, and on the terms and subject to the conditions hereinafter set
forth,  uniView  hereby  grants to Avmark  a  license  to  use  the  Mark
("License") as provided herein solely with respect to Licensed  Products,
as  defined hereinbelow.  Avmark may manufacture, distribute, market, and
sell  Licensed Products and shall use the Mark only on Licensed  Products
manufactured  in  accordance  with  the  specifications,  directions  and
processes approved in writing by uniView.

     (b)   Exclusivity.   The License is exclusive for Licensed  Products
only  and,  so  long  as Avmark duly performs its obligations  hereunder,
uniView shall not itself use or grant others the right or license to  use
the  Mark for the above purposes in the Territory hereinafter set  forth.
Nothing  in  this  Agreement shall be construed to prevent  uniView  from
granting  any  other licenses for the use of the Mark in connection  with
products  not covered by this Agreement, or from otherwise utilizing  the
Mark in any manner whatsoever.

     (c)  Web Site.  Avmark shall have a further right and license during
the  term  of  this  Agreement  to use  the  Web  site  and  domain  name
www.curtismathes.com  in connection with services offered  by  Avmark  to
consumers  relating  to this Agreement.  uniView or  its  designee  shall
develop,  maintain  and  host the Web site pursuant  to  a  separate  Web
Hosting Agreement signed by the parties.  Avmark shall pay to uniView  or
its  designee its most favored rate to develop, maintain and host the Web
site on its server.  Avmark shall obtain uniView's prior written approval
of all content published on the Web site.

     (d)   No  Other Grant.  Avmark is granted no other right, title,  or
license to the Mark or any other uniView trademark.
<PAGE>
2.    LICENSED  PRODUCTS.  (a)  "Licensed Products" means  the  following
traditional  consumer  electronics products, either  stand  alone  or  in
combination:  (1)  5"  through  36"  direct  view  television  sets;  (2)
projection   television  sets;  (3)  digital  television  sets; (4) Video
Cassette Recorders (VCR's); (5) Digital Video  Disc (DVD) units;  (6) all
categories of audio products,  including  portable audio, home audio, and
digital audio; and (7) telephones and telephone answering devices.

     (b)   uniView  hereby specifically excludes from this Agreement  (1)
set  top box (STB) units which connect to the Internet and (2) computers;
either  or both of which may also contain many of the same functions  and
features as those offered by the foregoing Licensed Products.

3.    TERRITORY.      The License extends only to the  United  States  of
America and Canada (hereinafter referred to as the "Territory").   Avmark
agrees  that it will not make or authorize any direct or indirect use  of
the  Mark in any other area, and that it will not knowingly sell Licensed
Products  to  persons who intend or are likely to resell or  redistribute
them in any other area.

4.   TERM.     The initial term of this License shall commence on July 1,
2000,  and  shall  end  on  June 30, 2005, unless  sooner  terminated  in
accordance  with  the provisions hereof.  At the end of  this  term,  the
License may thereafter be renewed by mutual agreement of the parties  for
successive terms through June 2020.

5.    ROYALTY.  (a)  Rate.  Avmark agrees to pay to uniView as royalty  a
sum  equal  to  ****  percent (****) of the net  cost  of  the  Licensed
Products  sold  by  Avmark  or  any  of  its  affiliated,  associated  or
subsidiary  companies to Kmart Corporation or similar vendor  ("Vendor"),
as  per  Vendor's  invoice, prior to loads for  freight,  advertising  or
royalties.    No   other  costs  incurred  in  the   manufacture,   sale,
distribution or exploitation of the Licensed Products shall be deductible
from the calculation of any royalty.

     (b)  Minimum Royalty.    Avmark further agrees to pay to uniView, as
a  minimum guarantee against royalties to be paid to uniView during  each
year of the contract term, the following minimum annual royalties:

          July 1, 2000 through June 30, 2001 $****
          July 1, 2001 through June 30, 2002 $****
          July 1, 2002 through June 30, 2003 $****
          July 1, 2003 through June 30, 2004 $****
          July 1, 2004 through June 30, 2005 $****

     The  minimum  royalty shall be paid annually as it  accrues,  within
sixty (60) days after the close of each contract year during the term  of
this  Agreement  or  any extension hereof.  Payment shall  accompany  the
statements furnished as required below.
<PAGE>
     (c)   Royalty Payments.   Royalties shall be due within twenty  (20)
days after the close of each contract 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 uniView 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 uniView from verifying
the  correctness  thereof  at  any  time,  and  in  the  event  that  any
inconsistencies  or  mistakes  are  discovered  in  such  statements   or
payments, they shall immediately be rectified and the appropriate payment
made by Avmark.  Domestic taxes payable in the Territory shall be payable
by Avmark.

      (d)   Direct  Payment.      Subject to  obtaining  uniView's  prior
written  consent, not to be unreasonably withheld, Avmark shall have  the
right  to  structure  one  or  more of its  deals  with  its  Vendors  or
manufacturers so that the trademark royalty, or a sum in lieu of royalty,
is  paid  directly to uniView.  In that event, uniView shall receive  and
retain  only  those  sums reflected in this agreement  as  being  due  to
uniView,  and shall promptly remit to Avmark all sums in excess  thereof.
In  such  event,  uniView  agrees to provide to  Avmark  a  copy  of  all
statements which accompanied any such payments received by uniView.

     (e)   Royalty  Rebates.    uniView agrees to rebate to  Avmark  ****
percent  (****%) of the amount of royalties paid to uniView by Avmark  in
excess  of **** Dollars ($****) for any contract year during the term  of
this License.

     (f)   Royalty Abatement.  uniView agrees that Avmark shall be liable
only for those royalties that are actually paid to Avmark by a Vendor and
Avmark  shall  be  relieved  of its payment obligation  to  uniView  with
respect  to  royalties that are not paid by the Vendor after commercially
reasonable efforts by Avmark to collect the same.

     (g)  Periodic Statements.     (i)  Within twenty (20) days after the
close  of each contract quarter during the term of this Agreement or  any
extension  hereof, Avmark shall furnish to uniView, in a form  reasonably
acceptable to uniView, a complete and accurate statement certified to  be
accurate  by  Avmark showing the model number, quantity shipped,  invoice
cost   to  Vendor,  and  Vendor  PO  number  for  all  Licensed  Products
distributed and/or sold by Avmark during the preceding contract  quarter.
Such  statements shall be furnished to uniView whether or not any of  the
Licensed Products have been sold during the preceding contract quarter.

          (ii)  Within sixty (60) days after the end of each year of this
Agreement or any extension hereof, Avmark shall furnish to uniView, in  a
form  reasonably acceptable to uniView, a complete and accurate statement
certified  to  be  accurate by Avmark showing the model number,  quantity
shipped,  invoice cost to Vendor, and Vendor PO number for  all  Licensed
Products  distributed and/or sold by Avmark during the preceding contract
year, as shown on Avmark's business books and records.  If such statement
discloses any underpayment of royalties for that year, including  minimum
royalties, Avmark shall pay the amount of the underpayment to uniView  at
the time of the statement required under this paragraph.  Any overpayment
shall be credited by uniView to Avmark's account.
<PAGE>
          (iii)   All books and records maintained by Avmark relating  to
operations  concerning this License shall be available for inspection  by
uniView  or  any  of  its designated representatives at  any  reasonable,
mutually agreeable time and Avmark shall cooperate with any person making
such  examination on behalf of uniView.  All books of account and records
shall  be kept available for at least two (2) years after the termination
of this License.  Such inspection shall be at uniView's expense unless  a
discrepancy in the amount of five percent (5%) or more is discovered,  in
which  event Avmark shall bear such expense, including without limitation
accounting, auditing and legal fees and costs.

6.    TRADEMARK USAGE.    (a)  Approval by uniView.  Avmark shall use the
Mark  in  accordance with all applicable Federal, State  and  local  laws
pertaining  to  the use of trademarks in the Territory and shall  provide
uniView   with  artwork  of  all  proposed  advertising  and  promotional
materials  containing the Mark, including without limitation artwork  for
tags,  labels,  imprints,  cartons, containers,  packaging  and  wrapping
material,  as well as artwork of all advertising, promotion  and  display
material which depicts or portrays the Mark, and shall use the Mark  only
as  may be approved in writing by uniView.  uniView shall have the  right
to  disapprove any materials submitted if it determines, in the  exercise
of  its  good faith judgment, that the materials in question would impair
the  value  and  goodwill  associated with the  Mark  by  reason  of  (i)
noncompliance with uniView's trademark guidelines; (ii) use of  materials
that are unethical, immoral, or offensive to good taste; (iii) failure to
carry proper copyright or trademark notices; or (iv) any other reasonable
cause.  uniView agrees to notify Avmark in writing of its approval of any
materials  submitted under this subsection within ten (10) calendar  days
after  uniView's confirmed receipt of the materials, and agrees,  in  the
case  of  a  disapproval, to notify Avmark in writing of the reasons  for
disapproval.   uniView's  failure to respond within  that  10-day  period
shall be deemed approval of the submission in question.

     (b)   Modification  of  Usage.   Upon disapproval  and  notice  from
uniView  specifying the non-conformance of any materials submitted  under
this  subsection, Avmark shall promptly modify any usage and any material
that  does  not  conform to the foregoing provisions of  this  Agreement.
Avmark  shall  notify its distributors and customers  of  any  such  non-
conformance as to materials or products already distributed,  as  may  be
reasonably requested by uniView.

7.    PROTECTION OF TRADEMARK AND LOGOS. (a)  Sole owner.  uniView is the
sole  owner  of the Mark and all goodwill associated therewith.  Avmark's
use  of the Mark inures solely to the benefit of uniView and Avmark shall
not  at  any time acquire any rights in the Mark by virtue of its use  of
the Mark.  Avmark shall not do anything that might harm the reputation or
goodwill of the Mark.  Avmark shall not challenge uniView's rights in  or
attempt  to register the Mark, or any other name or mark owned by uniView
or   substantially  similar  thereto.   Avmark  shall  take   no   action
inconsistent with uniView's rights in the Mark.
<PAGE>
     (b)  Assignment of Rights.  Avmark agrees to cooperate fully and  in
good  faith  with  uniView  for the purpose of  securing  and  preserving
uniView's rights in and to the Mark.  Nothing contained in this Agreement
shall  be  construed as an assignment or grant to Avmark  of  any  right,
title  or interest in or to the Mark, it being understood that all rights
relating  thereto  are  reserved  by  uniView,  except  for  the  License
hereunder to Avmark of the right to use the Mark only as specifically and
expressly provided in this Agreement.  If at any time Avmark acquires any
rights in, or registrations or applications for, the Mark by operation of
law  or otherwise, it will immediately upon request by uniView and at  no
expense to uniView, assign such rights, registrations, or applications to
uniView,  along with any and all associated goodwill, and  Avmark  hereby
assigns and transfers to uniView all Mark and trademark rights created by
uses  of  the  Mark,  together  with the  goodwill  of  the  business  in
connection  with which the Mark are used.  Avmark hereby agrees  that  at
the  termination or expiration of this Agreement, including any extension
hereof,  Avmark will be deemed to have assigned, transferred and conveyed
to uniView any rights, equities, good will, titles or other rights in and
to  the  Mark  which may have been obtained by Avmark or which  may  have
vested  in Avmark in pursuance of any endeavors covered hereby, and  that
Avmark will execute any instruments requested by uniView 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)   Notice  of Adverse Uses.  Avmark shall give prompt  notice  to
uniView  of any adverse uses of marks confusingly similar to the Mark  in
the  Territory  and, except as hereinafter provided, agrees  to  take  no
action  of  any  kind with respect thereto except by the express  written
authorization of uniView.  uniView may at its option commence,  prosecute
or  defend  any action or claim concerning the Mark.  uniView shall  have
the  right  to  control  any such litigation.  Should  uniView  not  take
reasonably necessary action within a reasonable time, to protect the Mark
from  such  adverse uses within the Territory during  the  term  of  this
License,  then  Avmark  shall  have  the  right,  after  giving   uniView
reasonable notice, to institute a lawsuit in its own name and on its  own
behalf,  to enjoin such adverse use, providing that Avmark first provides
uniView  with  reasonable  security  to  protect  uniView  from  possible
financial liability.

     (d)   Records  Relative to Mark Uses.  Avmark shall keep appropriate
records  (including  copies  of  pertinent invoices  and  correspondence)
relating to the dates when each of the Licensed Products is first  placed
on  sale or sold in the Territory, and the dates of first use of the Mark
on  the  Licensed  Products  and  advertising  materials.   At  uniView's
request, Avmark shall supply uniView with samples of the trademark usages
in  question and other information that will enable uniView to renew,  or
to complete and obtain trademark or design applications or registrations,
or   to   evaluate  or  oppose  any  trademark  or  design  applications,
registrations, or uses of third parties.

     (e)    Registered  User  Laws.   As  to  those  countries  requiring
applications to register Avmark as a registered user of the Mark used  on
or in connection with the Licensed Products, or requiring the recordation
of  this  Agreement, Avmark agrees to execute and deliver to  the  proper
authorities  all necessary documents for those purposes  and  to  furnish
uniView with a copy of all such documents so filed.
<PAGE>
8.    INDEMNIFICATION BY AVMARK AND PRODUCT LIABILITY INSURANCE.  uniView
assumes  no  liability to Avmark or third parties  with  respect  to  the
performance of the Licensed Products manufactured or sold by Avmark under
the  Mark.   Avmark hereby indemnifies uniView and undertakes  to  defend
itself  and  uniView against and hold uniView 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  Avmark  in
connection  with  the Licensed Products or any other  alleged  action  by
Avmark,  including, without limitation, any allegation  that  Avmark  had
actual or apparent authority from uniView for its actions as an agent  of
"Curtis  Mathes"  or uniView, any alleged act of unfair competition,  and
also  from  any  claims, suits, loss and damage arising  out  of  alleged
defects in the Licensed Products.  Avmark agrees that it will obtain,  at
its  own expense, product liability insurance in a mutually agreed amount
from  a  recognized insurance company reasonably acceptable  to  uniView,
providing adequate protection for uniView (as well as for Avmark) against
any  claims, suits, loss or damage arising out of any alleged defects  in
the  Licensed  Products.   As  proof of  such  insurance,  a  fully  paid
certificate  of  insurance naming uniView as an  insured  party  will  be
submitted  to uniView by Avmark for uniView's prior approval  before  any
Licensed Product is distributed or sold, and at the latest within  thirty
(30)  days  after  the date of this Agreement.  Any  proposed  change  in
certificates  of insurance shall be submitted to uniView  for  its  prior
approval.   uniView  shall be entitled to a copy of the  then  prevailing
certificate of insurance, which shall be furnished to uniView by Avmark.

9.    QUALITY CONTROL.    (a)  Quality.  Avmark agrees that the  Licensed
Products  shall be manufactured, sold and distributed in accordance  with
all  applicable Federal, State and local laws, including but not  limited
to  product  safety  and labeling, and that the same  shall  not  reflect
adversely  upon  uniView  or the Mark.  All Licensed  Products  shall  be
manufactured in accordance with specifications, directions, and processes
approved  in  writing by uniView from time to time.   uniView  agrees  to
notify Avmark in writing of its approval of any materials submitted under
this  subsection within ten (10) calendar days after uniView's  confirmed
receipt  of  the materials, and agrees, in the case of a disapproval,  to
notify  Avmark  in  writing  of the reasons for  disapproval.   uniView's
failure to respond within that 10-day period shall be deemed approval  of
the submission in question.

     (b)  Manufacturer's Records of Quality Assurance. Avmark shall, upon
request,  furnish  to  uniView manufacturing  quality  assurance  records
evidencing compliance with the sampling procedures of MIL STD 105E  Level
II,  or  a comparable standard generally recognized in the industry,  and
shall report to uniView the results thereof pertaining to the quality  of
the  Licensed Products being manufactured including, without  limitation,
product life tests, failure ratios, and reject rates.

     (c)   Inspection of Manufacturing Facilities. Avmark agrees to allow
or  facilitate  uniView's authorized agents, at any and  all  times  upon
reasonable  notice  and  during  regular business  hours,  to  enter  the
premises  where Licensed Products are being manufactured to  inspect  the
same.

10.  WARRANTY AND SERVICING.       uniView and "Curtis Mathes" shall have
no  obligation  to  provide any warranty or servicing  for  any  Licensed
Product.  Avmark agrees to clearly notify its customers and end-users  of
the  Licensed  Products  of  the name and address  of  the  warranty  and
servicing provider for the Licensed Products.
<PAGE>
11.   ADVERTISING AND DISTRIBUTION. Avmark agrees to use its best efforts
to  advertise and promote the Licensed Products during the term  of  this
Agreement.   Avmark agrees that during the term of this License  it  will
diligently and continuously manufacture, distribute and sell the Licensed
Products  and  that  it will make and maintain adequate  arrangement  for
their distribution.

12.   TERMINATION.        (a)  Material Default.  Should Avmark  fail  to
comply  with  any  material  provision of  this  Agreement,  uniView  may
terminate  this License upon thirty (30) days' written notice to  Avmark,
provided  that  Avmark has not corrected such default during  the  notice
period.   Provided  further, that should such default  occur  as  a  sole
result  of a Vendor's inability or refusal to pay royalties, then,  after
commercially  reasonable efforts by Avmark to collect  the  same,  Avmark
shall  be  permitted a reasonable period of time to replace  such  Vendor
before uniView terminates this License.

     (b)   Cure of Breach.  As a condition precedent to any assertion  by
either  party  that the other is in default in performing any  obligation
contained herein, the party alleging the default must advise the other of
the  specific facts upon which it is claimed that the other is in default
and  the  said other party shall be allowed a period of thirty (30)  days
after  receipt  of such notice, within which to cure such  default.   The
parties  agree  that  no  breach  of the  terms  hereof  will  be  deemed
incurable.

      (c)   Production Quantities of Licensed Products.  If Avmark  shall
not  have  commenced  in good faith to manufacture Licensed  Products  in
substantial  quantities  on  or before September  1,  2000,  uniView,  in
addition to all other remedies available to it hereunder, may at its sole
option terminate this License with respect to any Licensed Products which
have  not yet been manufactured and distributed, by giving written notice
of  termination  to  Avmark.   Avmark may  nullify  such  termination  by
commencing  to  manufacture Licensed Products in  substantial  quantities
within  thirty  (30)  days and promptly providing  uniView  with  written
notice that it has done so.

     (d)  Active Distribution  of  Audio and Telephone Licensed Products.
If Avmark shall not  have actively marketed and sold  audio and telephone
Licensed Products on or  before June 30, 2002, uniView,  in  addition  to
all other  remedies  available  to  it hereunder, may  at its sole option
terminate this License with respect  to any audio and telephone  Licensed
Products which have not yet been manufactured  and distributed, by giving
written notice of such termination to Avmark.

13.   FINAL  STATEMENT UPON TERMINATION OR EXPIRATION.   Sixty (60)  days
before  the  expiration  of  this  License  and,  in  the  event  of  its
termination, ten (10) days after receipt of notice of termination, Avmark
shall  furnish to uniView a statement showing the number and  description
of Licensed Products on hand or in process.  uniView shall have the right
to  take  a  physical  inventory upon ten (10)  days  written  notice  to
ascertain  or verify such inventory and statement, and refusal by  Avmark
to  submit  to such physical inventory by uniView shall forfeit  Avmark's
right to dispose of such inventory, uniView retaining all other legal and
equitable rights uniView may have in the circumstances.
<PAGE>
14.    DISPOSAL  OF  STOCK  UPON  TERMINATION  OR  EXPIRATION.      After
termination of the License, or any part thereof, under the provisions set
out  above,  Avmark may, except as otherwise provided in this  Agreement,
dispose of the affected Licensed Products which are on hand or in process
at  the time notice of termination is received.  Such disposal may  occur
for  a  period of ninety (90) days after notice of termination,  provided
advances  and  royalties  with  respect  to  that  period  are  paid  and
statements are furnished for that period in accordance with this License.
Notwithstanding  anything  to  the  contrary  herein,  Avmark  shall  not
manufacture, sell or dispose of any Licensed Products after an expiration
or  a termination of this License which is based on the failure of Avmark
to  affix  notice of trademark registration or any other  notice  to  the
Licensed  Products, cartons, containers, or packing or wrapping  material
or  advertising,  promotional  or display material,  or  because  of  the
departure  by  Avmark  from  the quality and style  approved  by  uniView
pursuant to this Agreement.

15.    EFFECT  OF  TERMINATION  OR  EXPIRATION.     Upon  and  after  the
expiration or termination of this License, all rights granted  to  Avmark
hereunder shall forthwith revert to uniView, who shall be free to license
others  to  use  the  Mark in connection with the manufacture,  sale  and
distribution  of  the  Licensed Products and  Avmark  will  refrain  from
further  use  of  the  Mark or any further reference  to  it,  direct  or
indirect,  in  connection with the manufacture, sale or  distribution  of
Avmark's  products, except as provided in paragraph 14.   Termination  of
the  License  shall be without prejudice to any rights which uniView  may
otherwise  have  against Avmark.  Upon the termination of  this  License,
notwithstanding anything to the contrary herein, all royalties  on  sales
theretofore made shall become immediately due and payable and no  minimum
royalties shall be refunded or avoidable.

16.   THIRD  PARTY LICENSES.    Avmark agrees to use its best efforts  to
obtain  all  third party licenses reasonably required for the manufacture
and  distribution of the Licensed Products, e.g. Macrovision, in  such  a
manner  as will permit uniView full use of the same third party  licenses
for other products.

17.   PUBLICITY.     The parties agree that the timing and content of any
release  of information to the public concerning this Agreement shall  be
as mutually agreed.

18    FIRST  REFUSAL.  In the event uniView desires to  sell,  assign  or
otherwise transfer its interest in the Mark and has obtained a bona  fide
offer  for  the  sale thereof made by some person other than  Avmark,  it
shall first offer to transfer its interest to Avmark at the price and  on
the  terms offered to it.  Avmark shall notify uniView in writing of  its
decision within thirty (30) days after receiving uniView's notice of  its
desire  to  sell.   All  things being equal,  uniView  will  give  Avmark
favorable consideration in any such sale.

19.   NOTICES.   All  notices or other communications hereunder  must  be
given in writing as follows:

uniView Technologies Corporation           Avmark, Inc.
17300 North Dallas Parkway, Suite 2050     5000 Kevin Drive
Dallas, Texas 75248                        Bridgman, Michigan 49106
FAX:  972-248-3060                         FAX:  616-465-3371
<PAGE>
Such notices shall be either (i) delivered in person, (ii) transmitted by
facsimile  telecommunication, provided that any notice so given  is  also
mailed  as  provided  for herein, (iii) delivered by Federal  Express  or
similar  commercial delivery service, or (iv) mailed by  certified  mail,
postage prepaid, return receipt requested.  All notices and statements to
be  given, and all payments to be made hereunder, shall be given or  made
at  the respective addresses of the parties as set forth above or to such
other address or facsimile number as the parties shall have designated to
the  other by like notice.  Each such notice or other communication shall
be   effective   (i)  if  given  by  facsimile  telecommunication,   when
transmitted,  (ii) if given by mail, five (5) business  days  after  such
communication is deposited in the mail and addressed as aforesaid,  (iii)
if  given by Federal Express or similar commercial delivery service,  one
(1)  business day after such communication is deposited with such service
and  addressed as aforesaid, and (iv) if given by any other  means,  when
actually delivered at such address.

20.   NO JOINT VENTURE.   Nothing herein contained shall be construed  to
place the parties in the relationship of partners or joint venturers, and
none  of the parties shall have any power to obligate or bind the  others
in any manner whatsoever.

21.   ASSIGNMENT  OR  SUBLICENSE BY AVMARK.     This  Agreement  and  all
rights and duties hereunder are personal to Avmark and shall not, without
the prior written consent of uniView, be assigned, mortgaged, sublicensed
or  otherwise encumbered by Avmark or by operation of law, which  consent
shall  not  be  unreasonably  withheld.  Notwithstanding  the  foregoing,
uniView  agrees that Avmark may sublicense the Mark to Kmart  Corporation
according  to  terms  relating to the Mark which are identical  to  those
contained  in  this  Agreement and according to  other  terms  which  are
substantially in accordance with this Agreement.  uniView may assign  its
rights  hereunder and shall furnish written notice of any such assignment
to the other parties.

22.   ENTIRE AGREEMENT; NO WAIVER.  This Agreement constitutes the entire
agreement  between the parties with respect to the subject matter  hereof
and  supersedes  all  other  communications,  whether  written  or  oral,
including,  without limitation, the letter agreement between the  parties
dated  May 11, 1999 and its annexed form license agreement.  None of  the
terms  of  this Agreement can be waived or modified except by an  express
agreement in writing signed by both 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 or  corporation  (whether
included in the Mark or otherwise) other than the named parties shall  be
deemed  to  have acquired any rights by reason of anything  contained  in
this Agreement.
<PAGE>
23.   SEVERABILITY.  If any provision hereof is determined by a  tribunal
of  competent  jurisdiction  to be illegal  or  unenforceable,  it  shall
automatically be deemed conformed to the minimum requirements of law and,
along  with  all other provisions hereof, shall thereupon be  given  full
force  and effect.  Headings are for reference purposes only and have  no
substantive effect.

24.   FORCE  MAJEURE.  Each  party shall be excused  from  any  delay  in
performance hereunder caused by an occurrence or contingency  beyond  its
reasonable  control  and  despite its best efforts,  including,  but  not
limited  to, an act of God, war, fire, government requirements, inability
to  secure materials and transportation difficulties.  The affected party
shall  give the other party prompt written notice of any such delay.  The
obligations  and  rights of the  party  so excused shall be extended on a
day-to-day basis for the time period resulting from such excusable delay.

25.   DISPUTES,  CHOICE  OF  LAW. Except for certain  emergency  judicial
relief  sought in connection with misuse of the Mark which may be brought
at  any  time, the parties agree that all disputes between them shall  be
submitted  for  informal resolution to their respective  chief  operating
officers.   Any  remaining dispute shall be submitted for arbitration  in
accordance  with  the  Commercial  Arbitration  Rules  of  the   American
Arbitration Association.  Such arbitration proceedings shall be held in a
neutral  city approximately equidistant from Avmark's and uniView's  main
offices,  the  site  to be chosen by the party seeking  to  initiate  the
arbitration.   The  award  of the arbitrators  shall  include  a  written
explanation  of  their decision, shall be limited to  remedies  otherwise
available  in court and shall be binding upon the parties and enforceable
in any court of competent jurisdiction.  This agreement shall be governed
by  and  construed in accordance with the substantive laws of the  United
States and Texas.

      IN  WITNESS WHEREOF, the parties have caused this instrument to  be
duly executed as of July 1, 2000.

uniView Technologies Corporation            Avmark, Inc.

By: /s/ PATRICK A. CUSTER                   By: /s/ KEVIN B. VANCE
        Patrick  A.  Custer,  President             Kevin  B.  Vance, President
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