Exhibit 10.8


                         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.

 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 one percent (1%) 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 $500,000
           July 1, 2001 through June 30, 2002 $750,000
           July 1, 2002 through June 30, 2003 $1 million
           July 1, 2003 through June 30, 2004 $1.25 million
           July 1, 2004 through June 30, 2005 $1.5 million

      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.

      (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  fifteen
 percent (15%) of the amount of royalties paid to uniView by Avmark in excess
 of Two  and one-half  million Dollars  ($2,500,000)  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.

           (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.

      (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.

 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.

 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.

 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

 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.

 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