EXHIBIT 10.9


                         BUSINESS ALLIANCE AGREEMENT


      This BUSINESS ALLIANCE AGREEMENT (the "Agreement") is entered into as
 of the date of the last signature hereto ("Effective Date"), between uniView
 Technologies Products Group, Inc., with a principal place of business at
 17300 North Dallas Parkway, Suite 2050, Dallas, Texas 75248 ("uniView") and
 Metrophone Telecommunications, Inc., with a principal place of business at
 2020 _ 124th Ave, NE, Suite C103, Bellevue, Washington 98005 ("Metrophone").
 All references to Metrophone in this Agreement shall refer to Metrophone or
 its designated agent.

      A.  Whereas, uniView develops and markets technology, which includes
 digital media devices, customer care solutions, and special software
 applications for the Internet, interactive television and Broadband market;

      B.  Whereas, Metrophone installs and operates public access
 communication devices in hotels, hospitals, truck stops and restaurants,
 among others, utilizing multi-interactive Internet terminals to bridge the
 digital divide by providing public access to information anytime and
 anywhere; and

      C.  Whereas, Metrophone and uniView desire to cooperate in the
 development and marketing of their products and services.

      Now, Therefore, the parties hereby agree as follows:

 1.0  DEFINITIONS AND AGREEMENT DOCUMENTS

 1.1  Agreement Documents: This Agreement is comprised of this Agreement and
 the following Exhibits that may be amended from time to time by written
 approval of both parties, which are attached hereto and made a part hereof:

      Exhibit A - Scope of Work
      Exhibit B - Available Product and Pricing Schedule
      Exhibit C - uniView[R] Model 310 VOD Digital Media Device
                  Specifications

 1.2  Definitions

      1.2.1     Confidential Information shall mean this Agreement, including
      Exhibits A, B and C, and all other technical and non-technical
      information or material furnished by one party ("Owner") to the other
      ("Recipient") under this Agreement, which is not generally known by
      non-Owner personnel which (a) gives Owner some competitive business
      advantage, or the opportunity of obtaining such advantage, or the
      disclosure of which could be detrimental to the interests of Owner; (b)
      which is owned by Owner, or in which Owner has an interest, or which
      Owner obtains from another party and which Owner treats as proprietary
      whether or not owned or developed by Owner; and (c) which is either (i)
      marked "Confidential Information," "Proprietary Information" or other
      similar marking, (ii) known by Recipient to be considered confidential
      and proprietary by Owner, or (iii) from all the relevant circumstances
      should reasonably be assumed by Recipient to be confidential and
      proprietary to Owner.

      1.2.2     Derivative Work(s) shall mean (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, abridgment, 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.

      1.2.3     Intellectual Property Rights shall mean 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 the
      foregoing and any other proprietary rights relating to intangible
      property (other than trademark, trade dress, or service mark 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.

      1.2.4     Object Code shall mean a form of software code resulting from
      the translation or processing of Source Code by a computer into machine
      language or intermediate code, which thus is in a form that would not
      be convenient to human understanding of the program logic, but which is
      appropriate for execution or interpretation by a computer.

      1.2.5     Product shall mean an enclosed digital media device for use
      in accessing the Internet which incorporates Metrophone's Specified
      Features, all or a part of the Technology and is manufactured according
      to uniView's Specifications.

      1.2.6     Source Code shall mean a form in which a computer program's
      logic can be deduced by a human being reasonably skilled in the art,
      such as a printed listing of the program or a form from which a printed
      listing can be easily generated.

      1.2.7     Specifications shall mean uniView's most recently published
      description of the essential technical requirements for the software
      and hardware components of the Product, as currently shown in Exhibit
      C.

      1.2.8     Specified Features shall mean a detailed description of
      desired features of the Product which may include, among others, a
      customized Graphical User Interface.

      1.2.9     Technology shall mean (i) a Graphical User Interface created
      by uniView in object code form and (ii) uniView's digital media device
      hardware reference platform and software operating system in object
      code form, which exhibit, among others, the following features:  audio
      and video streaming, Web browsing, e-mail, and e-commerce capabilities.

      1.2.10    Territory shall mean the United States of America.

      1.2.11    Trademarks shall mean all names, logos, designs, characters,
      and other designations or brands used by uniView or Metrophone in
      connection with its Products or services.

      1.2.12    Updates shall mean bug fixes, modifications, variations, and
      enhancements, to the extent included in a patch or dot release of the
      Technology, which uniView generally licenses as part of the Technology.

 2.    PRODUCT DEVELOPMENT AND ACCEPTANCE

 2.1 Pursuant to the terms of this Agreement, Metrophone will provide its
 Specified Features to uniView and uniView will design and customize the
 Product pursuant to the Scope of Work shown in Exhibit A.  The Product
 will consist of uniView Model 310 Digital Media Devices, a Graphical User
 Interface customized to Metrophone's specification and Consulting Services
 as may be agreed.  uniView will provide an alpha version of the Product to
 Metrophone within an agreed time frame after receipt of a purchase order
 from Metrophone.  uniView will deliver additional alpha prototypes to
 Metrophone at such times and in such quantities as may be mutually agreed
 in writing.

 2.2 From the date uniView delivers the initial Product prototype to
 Metrophone, Metrophone shall have thirty (30) days in which to give written
 notice of acceptance or rejection of such Product prototype.  Acceptance or
 rejection shall be based upon a determination by uniView and Metrophone
 whether the delivered Product prototype provides the Specified Features.
 Such acceptance shall not be unreasonably withheld.  If Metrophone fails to
 deliver to uniView its written acceptance or rejection within the thirty
 (30) day acceptance period, the Product shall be deemed accepted and
 approved for production.

 2.3  If Metrophone gives uniView written notice of rejection of the Product
 prototype within the thirty (30) day acceptance period, then uniView and
 Metrophone will cooperate in determining a corrective action plan within ten
 (10) business days after such notice.  uniView shall perform the corrective
 action and resubmit an alpha version to Metrophone within twenty (20)
 business days after determining a corrective action plan.  If after the
 parties have attempted good faith corrective actions and such actions are
 unsuccessful, then either party will have the right to terminate this
 Agreement with thirty (30) days notice.  If this Agreement is so terminated,
 each party shall return all Confidential Information of the other party.

 3.0  COMPENSATION AND PRICING

 3.1 On the Effective Date, Metrophone shall pay to uniView a non-refundable
 one-time license fee as shown in Exhibit B.

 3.2  On the Effective Date, Metrophone shall pay to uniView the estimated
 costs to develop and customize the Specified Features of the Scope of Work
 listed in Exhibit A.

 3.3  Metrophone shall pay uniView the amount shown in Exhibit B for each
 Product prototype, net thirty (30) days.

 3.4  For manufacturing quantities of the Product, the pricing of such
 Product shall be based upon the estimates provided in Exhibit B.  Such
 pricing shall be finalized prior to mass production of the Product and
 Exhibit B will be amended accordingly.  The pricing stated in Exhibit B
 includes the cost of error corrections, bug fixes and corrections of other
 non-conformities.  However, the cost of changes by Metrophone of the
 Specified Features that require changes to the Product shall be borne by
 Metrophone.  To the extent Specified Features are added to or subtracted
 from the Product, the parties agree to revise pricing in advance of
 manufacturing.

 3.5  Except as otherwise provided in this Agreement, uniView and Metrophone
 shall not participate in any revenue sharing program under the terms of this
 Agreement.

 3.6  Metrophone shall make all payments owed to uniView within thirty (30)
 days of receipt of invoices (Net 30 terms).  Payment for all hardware and
 software will be by means of an irrevocable Letter of Credit.  All pieces,
 Products and licenses purchased by uniView on behalf of Metrophone will be
 considered due and will be paid by Metrophone within thirty (30) days of
 receipt of such invoices, except for Products and Software required to be
 paid in advance of manufacturing or shipment.

 4.0  LICENSE AND OWNERSHIP RIGHTS

 4.1  Subject to the terms and conditions contained in this Agreement and
 subject to Metrophone's payments to uniView specified in this Agreement,
 uniView hereby grants to Metrophone, under and to the extent of uniView's
 Intellectual Property Rights, a non-exclusive license to use, sell,
 distribute and support the Product within the Territory during the Term
 of this Agreement.

 4.2  All right, title and interest in and to Intellectual Property Rights
 underlying the Product shall remain vested with uniView and no licenses are
 granted to Metrophone to use such rights other than as expressly authorized
 in this Agreement.

 4.3  Any off-the-shelf software uniView provides to Metrophone for
 Metrophone's own use or for sublicensing to Metrophone's end users will be
 furnished only under the terms of separate software license agreements that
 may be in the form of a written agreement, shrink-wrap or break-the-seal as
 may be required by uniView's suppliers.  These agreements contain provisions
 under which Metrophone agrees to be bound relating to software ownership,
 protection, trademark display and conditions for sublicensing the software
 to Metrophone's customers.  The software is uniView's own or uniView's
 supplier's Proprietary information.

 5.0  PRODUCT CHANGE

 5.1   uniView reserves the right to make modifications to the Product and
 its components.  uniView agrees to notify Metrophone of any change to the
 Product that may affect the form, fit, specified function, reliability of
 the Product or the packaging media.  uniView shall notify Metrophone in
 writing of the aforementioned changes not less than thirty (30) days prior
 to the proposed change.  In the event any proposed change affects the
 operation, Specified Features, reliability or life of the Product, or the
 ability to interface the Product with other products, and in the event
 uniView and Metrophone fail to reach agreement thereon, Metrophone shall
 have the right to terminate this Agreement and/or any or all outstanding
 purchase orders for the Product, in whole or in part.

 6.0  PRODUCTION

 6.1  After written acceptance by Metrophone of the alpha version of the
 Product and upon uniView's acceptance of a qualified purchase order
 submitted by Metrophone, uniView will produce the Product developed pursuant
 to this Agreement subject to the pricing and payment schedule contained in
 Exhibit B.

 6.2  uniView shall use commercially reasonable efforts to make timely
 delivery of the Product in accordance with mutually agreed upon delivery
 dates.  In addition uniView shall notify Metrophone in writing of any
 possible delay in the agreed to delivery of the Product as soon as possible
 prior to the scheduled delivery date.

 6.3  Notwithstanding anything to the contrary herein, uniView reserves the
 right to adopt an equitable plan of allocation and adjust delivery schedules
 accordingly in the event of shortages or other events not within the control
 of uniView.

 7.0  TERM, TERMINATION AND CANCELLATIONS

 7.1  Term.     The initial term of this Agreement shall begin on the
 Effective Date and shall continue from year to year unless otherwise
 terminated hereunder.

 7.2  Termination.   This Agreement may be terminated by either party under
 the circumstances and with the consequences provided in this section or as
 otherwise stated in this Agreement.

      7.2.1.    If either party hereto becomes insolvent or bankrupt or
      admits its inability to pay its debts as they mature, or makes an
      assignment for the benefit of its creditors, or ceases to function as
      a going concern or to conduct its operations in the normal course of
      business, or if the majority of the ownership or control of either
      party is acquired by another enterprise reasonably considered to be a
      competitor of the other party, or if either party acquires a majority
      interest in such an enterprise, the other party shall have the right to
      terminate this Agreement immediately and such termination shall occur
      upon the giving to the other party of notice of its intention so to
      terminate.  For purposes of the foregoing, "control" shall mean the
      direct or indirect ability or power to direct, or cause the direction
      of, the management and policies of a party, whether through the ability
      to vote a party's securities, by contract or otherwise.

      7.2.2     If either party wishes to terminate this Agreement or a
      portion thereof solely for the convenience of such party, that party
      shall have the right to terminate this Agreement by giving written
      notice to that effect to the other party, such termination to be
      effective thirty (30) days after such notice.

 7.3  Cancellation of Production orders by Metrophone.

      7.3.1     If Metrophone cancels an accepted purchase order sixty (60)
      days or less before the scheduled uniView ship date, Metrophone shall
      be responsible for 100% of the unit price for all accepted purchase
      orders.

      7.3.2     If Metrophone cancels an accepted purchase order more than
      sixty (60) days before the scheduled uniView ship date, Metrophone
      shall be responsible for an amount equal to costs incurred or
      committed by uniView for the terminated Agreement or Purchase Order
      or portion thereof that cannot be canceled or diverted to another sale.
      Said charges shall not exceed 100% of the order value for the canceled
      units.  uniView agrees to divert complete material and work in process
      to other requirements wherever possible in order to minimize charges.

 8.0  CRITICAL COMPONENT LIABILITY

 8.1  uniView's products are not designed, intended or authorized for use as
 critical components in life support or safety devices or systems or for any
 other application in which the failure of uniView's product could create a
 situation where personal injury or death may occur without the express
 written approval of uniView.

 9.0  WARRANTY

 9.1  Product warranties shall be as provided by the manufacturer(s) of the
 Product.  uniView and Metrophone understand that the current warranty of
 the initial manufacturer is that the Product(s) will be free from material
 defects in material and workmanship for a period of ninety (90) days from
 the date of shipment.  This warranty is limited to the repair or replacement
 of the defective product, which must be returned to the manufacturer
 according to its "Return Procedure."  Metrophone shall make no warranties
 with respect to the Products or services provided or rendered by uniView
 under this Agreement except as authorized in writing by uniView.  Metrophone
 acknowledges that, except as may be provided in this agreement or otherwise
 provided by uniView in writing, NO OTHER WARRANTIES ARE CREATED BY THIS
 AGREEMENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
 A PARTICULAR PURPOSE.

 10.0 INTELLECTUAL PROPERTY INDEMNIFICATION

 10.1 uniView represents and warrants that during the Term of this Agreement,
 the Product and services, when properly used as contemplated herein, will
 not infringe a trade secret, a U.S. patent, a mask work right, or a
 copyright, provided that (i) uniView is given prompt written notice of
 such claim; (ii) uniView is given the right to control and direct the
 investigation, preparation, defense or settlement of any claim; (iii)
 Metrophone fully cooperates with uniView in the investigation, preparation,
 defense or settlement of any claim; and (iv) the alleged infringement was
 not caused by Metrophone's alteration of the Product or use of it in
 combination with other software, equipment or technology not approved in
 writing by uniView.

 10.2 Upon being notified of such a claim, uniView shall indemnify Metrophone
 against third party claims and damages and shall in its sole discretion
 (i) defend through litigation or obtain through negotiation the right of
 Metrophone to continue using the Product; (ii) rework the Product so as to
 make it non-infringing while preserving the original functionality, or
 (iii) replace the Product with articles having substantially equivalent
 functionality.  If uniView determines that none of the foregoing
 alternatives provide an adequate remedy, uniView may terminate this
 Agreement with respect to such infringing Product upon advance written
 notice to Metrophone and, in discharge of its obligations, refund an
 equitable portion of fees actually paid by Metrophone for the infringing
 Product or services.  THESE ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE
 FOR BREACH OF THE WARRANTY PROVIDED IN THIS SUBSECTION.

 11.0 TERMS OF SALE

 11.1 All deliveries will be FOB manufacturer's warehouse.  uniView will make
 freight arrangements in accordance with Metrophone's reasonable instruction,
 if any, and Metrophone shall be responsible for freight, duty and other
 associated charges.  Irrevocable letter of credit acceptable to uniView or
 good funds shall be required as payment for any purchase order.

 12.0      LIMITATION OF LIABILITY

 12.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY
 INCIDENTAL OR CONSEQUENTIAL DAMAGES DUE TO THE BREACH OF ANY OBLIGATION
 UNDER THIS AGREEMENT.  A PARTY'S SOLE REMEDY FOR ANY BREACH HEREUNDER SHALL
 BE LIMITED TO REMEDIES SET FORTH HEREIN.

 13.0 USE OF NAME AND TRADEMARK

 13.1 Nothing contained in this agreement shall be construed as conferring
 any rights to use in advertising, publicity, or other activities any name,
 trademark, or other designation of either party hereto, including any
 contraction, abbreviation, or simulation of any of the foregoing without
 the express written approval of the other party.

 14.0 GENERAL PROVISIONS

 14.1 This Agreement, including the exhibits attached hereto and made a part
 hereof, constitute the entire understanding between the parties relating to
 the subject matter hereof and, except for the confidentiality provisions of
 a Confidentiality and Nondisclosure Agreement between the parties dated
 August 14, 2001, and except for a Web Linking Agreement between the parties
 executed contemporaneously herewith, this Agreement supersedes any previous
 agreements, either oral or written, relating to the subject matter herein.

 14.2 This Agreement may not be amended or modified in any respect unless
 approved in writing and signed by duly authorized officers of the respective
 parties.

 14.3 This Agreement and its performance shall be governed by, subject to and
 construed in accordance with applicable United States Federal law and the
 laws of the State of Texas.

 14.4 All captions and descriptive headings used in this Agreement are for
 convenience of reference only and are not to be used in interpreting the
 obligations of the parties under this Agreement.

 14.5 Except as required by law, neither party shall disclose any of the terms
 and conditions of this Agreement to any third party without the prior written
 consent of the other party.  However, Metrophone and uniView will cooperate
 in making a joint press release shortly after this Agreement is signed.

 14.6 Any notices or other communications required or permitted to be given
 under the terms of this Agreement must be in writing and will be deemed to
 have been delivered (i) upon receipt, when delivered personally; (ii) upon
 receipt, when sent by facsimile, provided confirmation of transmission is
 mechanically or electronically generated and kept on file by the sending
 party (if received by 5:00 p.m., CST) or the first business day following
 such delivery (if received after 5:00 p.m., CST); or (iii) one business day
 after deposit with a nationally recognized overnight delivery service, in
 each case properly addressed to the party to receive the same at the address
 shown below:


 If to uniView:                            If to Metrophone:

 Walter Pearson, Sales and Marketing       Jerry Diedrichs, Chief Network
                                           Engineer
 uniView Technologies                      Metrophone Telecommunications,
 Products Group, Inc.                      Inc.
 17300 North Dallas Parkway, Suite 2050    2020 - 124th Ave, NE, Suite C103
 Dallas, Texas 75248                       Bellevue, Washington 98005

 and to:                                   and to:

 Patrick A. Custer, CEO                    Amir Heshmatpour, CEO
 uniView Technologies                      Metrophone Telecommunications,
 Products Group, Inc.                      Inc.
 17300 North Dallas Parkway, Suite 2050    2020 - 124th Ave, NE, Suite C103
 Dallas, Texas 75248                       Bellevue, Washington 98005

      14.6.1    Either party may change its address by a notice given to the
      other party in the manner set forth above.  Notice given as herein
      provided shall be construed to have been given seven (7) days after the
      mailing thereof.

 14.7 Neither this Agreement nor any interest hereunder may be transferred or
 assigned, by operation of law or otherwise, by Metrophone without the prior
 written consent uniView.  It is the express intent of the parties, that
 after issuance of a Release to Production by Metrophone, uniView may assign
 the executory portions of this agreement to a third party to perform the
 remaining obligations hereunder.

 14.8 This Agreement and the obligations and performance of the parties hereto
 shall be subject to all laws, both present and future, of any government
 having competent jurisdiction over the parties hereto, and to orders,
 regulations, licenses, directions or requests of any such government, or any
 department, agency or corporation thereof.

 14.9 Each of the parties will act as, and will be, independent in all aspects
 of their performance of this Agreement.  Neither party will act or have
 authority to act as an agent for the other party for any purpose whatsoever.
 Except as expressly provided in this Agreement, nothing will constitute
 either party as agent for the other or either party the authority to make
 representations or agreements on behalf to the other, and each party
 covenants not to make any representations or to take any actions inconsistent
 with the foregoing.  Nothing in this Agreement will be deemed to constitute
 or create a joint venture, partnership, pooling arrangement, contractor
 arrangement or other formal business entity or fiduciary relationship between
 Metrophone (or any of its affiliates) and uniView (or any of its affiliates),
 and, except as otherwise provided in this Agreement, nothing in this
 Agreement shall be construed as providing for the sharing of profits or
 losses arising out of the efforts of either of uniView or Metrophone under
 this Agreement.

 14.10     Metrophone and uniView agree not to export or reexport, or cause
 to be exported or reexported, any technical data received hereunder, or the
 direct product of such technical data, to any country to which, under the
 laws of the United States, either party is or may be prohibited from
 exporting its technology or the direct product thereof without first
 obtaining proper governmental approval.

 14.11     If any of the provisions of this Agreement shall be held by a court
 of competent jurisdiction to be contrary to the law, the remaining provisions
 of the Agreement shall remain in full force and effect.

 14.12     No orders requiring the submission of cost or pricing data,
 containing a defense priority, or to which the Federal Acquisition
 Regulation or other U.S.  Government procurement requirements are
 applicable, will be placed pursuant to this agreement.  Any such orders
 shall require separate negotiation, agreement and processing.

 14.13     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.

 14.14     The failure of either party to insist in any instance upon the
 performance by the other party of any of the terms or conditions, or of the
 future performance of any of the terms, covenants or conditions, shall not
 relieve such other party of its obligations with respect to such performance,
 and such terms and conditions shall continue in full force and effect.

 14.15     In the event of an irreconcilable dispute arising out of or in
 connection with this Agreement the parties shall not resort to litigation
 but shall submit to arbitration conducted in Dallas, Texas in accordance
 with the Commercial Arbitration Rules of the American Arbitration
 Association, and judgment on the award rendered by the arbitrator(s) may be
 entered in any court having jurisdiction thereof.  The arbitrators shall
 rule in accordance with the laws of the State of Texas.  Notwithstanding the
 foregoing, either party may apply to any court of competent jurisdiction for
 injunctive relief without breach of this arbitration provision.

 14.16     In the event that any signature is delivered by facsimile
 transmission or by facsimile signature, such signature shall create a valid
 and binding obligation of the party executing (or on whose behalf such
 signature is executed) the same with the same force and effect as if such
 facsimile signature page were an original thereof.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
 executed by their duly authorized representatives as of the day and year
 first written herein.

 uniView Technologies             Metrophone Telecommunications, Inc.
 Products Group, Inc.


 By:    /s/ Patrick A. Custer     By:    /s/ Amir Heshmatpour
        ---------------------            --------------------
 Name:  Patrick A. Custer         Name:  Amir Heshmatpour
        ---------------------            --------------------
 Title: Chairman/CEO              Title: Chairman/CEO
        ---------------------            --------------------
 Date:  January 15, 2002          Date:  January 14, 2002
        ---------------------            --------------------