Exhibit 10.7


                         BUSINESS ALLIANCE AGREEMENT

 This BUSINESS ALLIANCE AGREEMENT ("Agreement") is  made and entered into  as
 of the  date the  last signature  below is  affixed (hereinafter  "Effective
 Date"), by and between  uniView Technologies Products  Group, Inc., a  Texas
 corporation, with  its principal  place of  business at  17300 North  Dallas
 Parkway, Suite 2050, Dallas Texas 75248 ("UNIVIEW") and Zoned In, Inc.  with
 its principal place  of business at  4910 Blue Lake  Drive, Suite 204,  Boca
 Raton, Florida 33431 ("Zoned In").

      A.  Whereas,  UNIVIEW develops  and markets  set top  boxes for,  among
 other things, accessing the Internet;

      B.  Whereas, UNIVIEW has access  to the trademark "Curtis MathesR"  for
 use in relation to set top boxes;

      C.   Whereas,  Zoned In  offers  a secured  Internet  network  accessed
 through set top boxes and other methods; and

      D.  Whereas, UNIVIEW desires to  fulfill Zoned In's orders for set  top
 boxes and Zoned In desires to utilize uniView's expertise in the  production
 of a set top box ("Z-Box") utilizing the Curtis Mathes trademark.

      Now, Therefore, the parties hereby agree as follows:

 1.0  AGREEMENT DOCUMENTS AND DEFINITIONS

 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 -    Zoned In's Specified Features
      Exhibit B -    UNIVIEW's Specifications

 1.2  Definitions:

      1.2.1     Zoned  In's  Specified   Features  shall   mean  a   detailed
      description of the desired features of the Product.

      1.2.2     UNIVIEW's Specifications  shall mean  the hardware  reference
      platform  specification  developed  in   accordance  with  Zoned   In's
      Specified Features, defining the Product.

      1.2.3     Product shall  mean  an  enclosed set  top  box  for  use  in
      accessing  the  Internet  ("Z-Box"),  which  conforms  to  Zoned   In's
      Specified Features, manufactured according to UNIVIEW's Specifications,
      and which  contains  the Curtis  Mathes  trademark.   The  Product  may
      consist of two versions, a consumer model and a business model.

      1.2.4     Confidential Information  shall  mean  Zoned  In's  Specified
      Features, UNIVIEW's  Specifications,  this  Agreement,  and  all  other
      proprietary  information  relating  to  the  subject  matter  of   this
      Agreement furnished  by  one  Party  to  the  other  Party  under  this
      Agreement and designated as confidential, where possible in writing, by
      an appropriate legend, such as  "Zoned In Confidential Proprietary"  or
      "UNIVIEW Confidential Proprietary", and if disclosed orally, that which
      is identified at the time of oral disclosure as being confidential  and
      being confirmed within thirty (30) days  after such oral disclosure  in
      written and/or  graphic model  form and  designated by  the  disclosing
      party in writing as confidential by such legend.


 2.    PRODUCT DEVELOPMENT AND ACCEPTANCE

 2.1 Pursuant to the terms of this  Agreement, the parties will work together
 to develop and customize the most functional and cost effective Product from
 an  existing  hardware  reference  platform  specification  by  creating   a
 derivative specification, which incorporates Zoned In's Specified  Features.
 Zoned In will  provide its Specified  Features to UNIVIEW  and UNIVIEW  will
 design and integrate  those features  with the  existing hardware  reference
 platform.  The parties recognize  that technical assistance and  discussions
 will be required, from time to time, to assist UNIVIEW in integrating  Zoned
 In's Specified Features  into the Product.   UNIVIEW and  Zoned In agree  to
 mutually cooperate  to  resolve technical  issues  in order  to  efficiently
 resolve technical questions as they might arise.  Each party agrees to  bear
 its own costs associated with any such assistance.

      2.1.1     Whenever possible  Zoned In  will  provide the  hardware  and
      appropriate drivers for peripheral devices that connect to the Product.
      However, the parties agree to work  together on the interfacing  issues
      relating to such devices.  In addition, UNIVIEW will work on all issues
      pertaining to the Product interfacing with the Internet and Zoned  In's
      secured network.

      2.1.2     The Graphic User  Interface (GUI) shall  only display   Zoned
      In's trademark or trademarks approved by Zoned In into the home page of
      the Z-Box.

      2.1.3     User  authentication  shall  be  accomplished  through  smart
      cards.  Zoned In  will enable smart cards to be sent to users prior  to
      the user's receipt  of the Z-Box.   The smart  card will  automatically
      register and authenticate the user at  an  authentication site  located
      within Zoned In's  default Internet Service Provider (ISP).

 2.2  UNIVIEW will develop and provide to  Zoned In a Product prototype  with
 per unit pricing no later than thirty (30) days after UNIVIEW receives Zoned
 In's Specified Features.   This prototype  shall contain all  of Zoned  In's
 Specified Features, or may contain whatever feature set to which the parties
 may mutually agree in order to  expedite delivery of the initial  prototype.
 The prototype  shall  also include  the  GUI that  incorporates  Zoned  In's
 trademark into  the home  page of  the Z-Box.   Once  Zoned In  accepts  the
 prototype, UNIVIEW shall provide nineteen (19) additional like prototypes to
 Zoned In no later than fifteen (15) days after acceptance.

 2.3  Zoned In shall  have thirty  (30) days from  the date  it receives  the
 initial Product  prototype  in  which  to  accept  or  reject  such  Product
 prototype in writing.

      2.3.1     Acceptance or rejection shall  be based upon a  determination
      by UNIVIEW and Zoned In as  to whether the delivered Product  prototype
      operates substantially in accordance with Zoned In's Specified Features
      and whether the per unit pricing is acceptable.  Such acceptance  shall
      not be unreasonably withheld.  If Zoned In fails to deliver to  UNIVIEW
      its  written  acceptance  or  rejection  within  the  thirty  (30)  day
      acceptance period, the Product prototype  shall be deemed accepted  and
      approved for production.

      2.3.2     If Zoned In gives UNIVIEW written notice of rejection of  the
      Product prototype  or pricing  within the  thirty (30)  day  acceptance
      period, then the  parties will  cooperate in  determining a  corrective
      action plan, which  may include  modification of  Zoned In's  Specified
      Features to  obtain  more  favorable pricing.    If  the  parties  have
      attempted good  faith  corrective  actions and  the  corrected  Product
      prototype still fails to operate substantially in accordance with Zoned
      In's Specified Features or if the  pricing is still unacceptable,  then
      either party shall have  the right to terminate  this Agreement.   Upon
      such termination, all Confidential Information shall be returned to its
      owner.

 3.0  PRICING, REVENUE SHARING AND PAYMENT

 3.1  For manufacturing quantities  of the  Product, pricing  shall be  based
 upon written estimates provided  from time to time  by UNIVIEW to Zoned  In.
 Such pricing shall  be finalized  as may be  mutually agreed  prior to  mass
 production of the Product.  Based upon initial discussions of the  potential
 features of the  Product, the initial  target price for  the basic  consumer
 model of the Product  is estimated to  be $190.00 per  unit and the  initial
 target price for the basic business model of the Product is estimated to  be
 $400.00 per  unit.   To  the  extent additional  features  are added  to  or
 subtracted from the Product, the parties agree to revise pricing in  advance
 of manufacturing.

 3.2  UNIVIEW shall provide its engineering and development services to Zoned
 In at its cost, which costs  shall be estimated by UNIVIEW and  pre-approved
 by Zoned In before they are incurred.   These costs may be waived by  mutual
 agreement for any designated engineering project.

 3.3  The parties agree to share the monthly fees collected from placement of
 the Product  with a  customer, as  may be  mutually agreed,  and to  further
 explore other sources of  revenue sharing as  additional streams of  revenue
 are developed.   UNIVIEW shall  receive $1.00 per  unit per  month for  each
 Product unit placed with a customer.

      3.3.1     Zoned In  shall  pay all  revenue  owed to  UNIVIEW  monthly,
      within fifteen (15) days after  the end of each  month.  When making  a
      payment, Zoned  In  shall provide  a  written unaudited  report,  which
      identifies the  transactions giving  rise to  such payment.   Zoned  In
      shall keep and  maintain at its  principal office,  accurate, true  and
      complete books, records, accounts  and all other information  necessary
      for an  exact  determination  of all  revenue  with  respect  to  which
      payments are due to UNIVIEW hereunder  for all periods.  UNIVIEW  will,
      upon request, have the right to audit such transactions at its expense;
      however, the cost of any audit  that reveals an underpayment in  excess
      of five percent (5%)  of the amount owing  for the reporting period  in
      question shall be borne entirely by Zoned In.

      3.3.2     Zoned In or a third party  acting on Zoned In's behalf  shall
      provide an irrevocable Letter of Credit (LC) to the manufacturer of the
      Product to secure  payment for  the Product  a minimum  of twelve  (12)
      weeks prior to  any requested delivery  date.  Zoned  In has the  final
      responsibility for providing the LC, however, UNIVIEW agrees to provide
      any reasonable and necessary assistance to Zoned In to obtain an LC.

 4.0  ORDERS AND DELIVERY

 4.1  The initial delivery forecasted for Products shall be as follows:

           100,000 units on September 1, 2000
           250,000 units on October 1, 2000
           500,000 units on November 1, 2000
           750,000 units on December 1, 2000

      Should either party determine that this schedule is impossible for  any
 reason, it must notify the  other party in writing  within five (5) days  of
 such determination at the addresses shown in this Agreement.
 4.2  Delivery schedules for additional Product  orders shall be as  mutually
 agreed in writing.   Normally, orders must be  received a minimum of  twelve
 (12) weeks in advance of a requested delivery date.

 4.3  Zoned In shall keep UNIVIEW informed of its sales, orders received, and
 forecasts of Product requirements.

 4.4  UNIVIEW shall  keep Zoned  In informed  of  any changes  in  production
 scheduling and the parties  agree to coordinate  Product orders and  Product
 delivery dates to meet Zoned In's requirements as closely as possible.

 4.5  Zoned In  agrees to  obtain UNIVIEW's  advance  approval of  sales  and
 purchase orders in excess of 250,000 units in order to determine appropriate
 delivery dates.

 4.6  Within two (2) business days after procurement, Zoned In shall  provide
 UNIVIEW with a paper  copy of all  purchase orders.   However, Zoned In  may
 choose to supply purchase orders via e-mail.  Specifically, all orders taken
 on line will be delivered to UNIVIEW via e-mail.

 4.7  Upon execution of this Agreement, Zoned In shall provide UNIVIEW with a
 copy of  all existing  customer  contracts for  the  placement and  sale  of
 Products.  Within two  (2) business days after  procurement, Zoned in  shall
 provide UNIVIEW with a copy of all customer contracts for the placement  and
 sale of Products entered into after the date of this Agreement.  Within  two
 (2) business days after  procurement, UNIVIEW will provide  to Zoned In  any
 OEM agreements it intends to rely on to fulfill Zoned In's Purchase  orders.
 If UNIVIEW enters into subsequent OEM agreements Zoned IN shall be  notified
 within two (2) business days thereof.

 4.8  Within five (5) business days after receiving a written purchase  order
 from Zoned  In, UNIVIEW  shall  provide Zoned  In  with a  Product  delivery
 schedule for the purchase order.

 4.9  All deliveries will be made  C.I.F. Zoned In's designated  distribution
 center(s), except that UNIVIEW will make freight arrangements in  accordance
 with Zoned  In's reasonable  instruction,  if any,  and  Zoned In  shall  be
 responsible for freight, duty, insurance and other associated charges.   All
 PRODUCT will be delivered in individual packaging co-branded with Zoned In's
 and UNIVIEW's  "Curtis MathesR"  trademarks.   The packaging  shall be  pre-
 approved by Zoned In.

 4.10 Possession and risk of loss shall pass to Zoned In at delivery.   Zoned
 In shall pay all costs  of insurance from the  time of possession.   UNIVIEW
 shall cooperate fully  with Zoned In  with respect to  Zoned In's  obtaining
 insurance protection for the Products.

 5.0 LICENSE AND OWNERSHIP RIGHTS

 5.1  All right, title and interest in and to preexisting technology of  each
 party, including all underlying  intellectual property rights, shall  remain
 vested with the respective party of  origin, and no licenses are granted  to
 either party to use such rights  other than as expressly authorized in  this
 Agreement.

 5.2  UNIVIEW shall own  any underlying  copyright, patent  and trade  secret
 rights in any and all portions of  the Product created solely by UNIVIEW  in
 the performance  of this  Agreement.   Zoned  In  shall own  any  underlying
 copyright, patent and  trade secret rights  in any and  all portions of  the
 Product created solely by Zoned In.

 5.3  All intellectual property, which is created  as a joint effort with  no
 clear definition of  credit, may be  mutually owned property  but cannot  be
 used or promoted without the consent or participation by both parties.  Such
 potential mutually owned intellectual property will be specified and  agreed
 prior to commencement of development.

 5.4  Zoned  In  shall  have  a  perpetual,  world-wide,  royalty-free,  non-
 exclusive license for the special application of UNIVIEW needed  to  convert
 the set top box platform into  the customized  Zoned  In  Product,  with the
 right to  sublicense  the  application to its customers only.  Provided that
 Zoned In substantially  meets its delivery forecasts as set out in paragraph
 4.1  above,  the  Z-Box  as  configured  for  Zoned  In  shall  be  provided
 exclusively to Zoned In and UNIVIEW agrees that it will not  sell the  Z-Box
 to  another  party  for  a  period  of three years after termination of this
 agreement.

 5.5  UNIVIEW shall have, for purposes of manufacturing the Product for Zoned
 In, a  perpetual, world-wide,  royalty-free, non-exclusive  license for  any
 Zoned In proprietary software necessary in  the manufacture of the  Product,
 with right to sublicense such software, including all confidential know-how,
 methods, inventions, discoveries and  other proprietary information, in  the
 manufacture of the Product.  However, Zoned In will be consulted prior to  a
 sublicense agreement being  granted under this  part for its  approval.   In
 addition, any sublicensor  shall provide Zoned  In with non-disclosure  non-
 compete agreements as required by Zoned In.

 5.6  Any off-the-shelf software UNIVIEW provides to Zoned In for Zoned  In's
 own use or for sublicensing to Zoned  In'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  Zoned  In  agrees  to  be  bound,  relating  to  software  ownership,
 protection, trademark display and  conditions for sublicensing the  software
 to Zoned  In's  customers.   The  software  is UNIVIEW's  own  or  UNIVIEW's
 supplier's Proprietary  information.    All  required  software  under  this
 section shall be pre-approved by Zoned In and Zoned In may contact suppliers
 directly for licensing rights there under.  The software referred to in this
 section does  not include  the software  required to  operate the  Z-Box  as
 purchased herein.   Any  software required  to operate  the Z-Box  shall  be
 included in the  price of  the Z-Box and  all of  Zoned In's  rights to  the
 software may be transferred with the  purchase of the Z-Box under the  first
 sale doctrine.

 6.0  MARKETING AND CUSTOMER SERVICE

 6.1  The parties will cooperate to plan  and execute joint seminars,  public
 relations events, press releases, participation in trade shows,  conventions
 and conferences, as mutually deemed appropriate.

 6.2   Each party shall provide customer  support as may be mutually  agreed.
 UNIVIEW shall provide customer  support for the Product  and Zoned In  shall
 provide customer support for its software.

 7.0  CONFIDENTIALITY

 7.1  Neither party will, for a period of three (3) years from the receipt of
 Confidential Information  from  the  other party,  publish  or  disseminate,
 except to employees with a need to know, any such Confidential Information.

 7.2  Information shall not  be considered "Confidential  Information" if  it
 (i) is not clearly marked as being confidential by the transferring party or
 if disclosed orally, is not confirmed in writing and so marked within thirty
 (30) days of disclosure, (ii) was  previously known by the receiving  party,
 (iii) becomes public knowledge without breach of this Agreement, (iv) is  at
 any time independently developed  by the receiving  party, (v) approved  for
 release by the party designating the information as Confidential, or (vi) is
 lawfully  obtained  from  a  third  party  or  parties  without  a  duty  of
 confidentiality.

 7.3  The obligations of  the respective parties  set forth  in this  Section
 shall survive either the termination or expiration of this agreement.

 7.4  Notwithstanding the above, the Receiving Party may use Residuals of any
 portion of the Confidential Information to develop products and services and
 to provide such  other products  and services to  third parties.   The  term
 "Residuals" means information in non-tangible form, which may be retained by
 employees of the Receiving  Party without the use  of rote memorization  and
 who have  had  access  to the  Confidential  Information,  including  ideas,
 concepts, know-how or techniques contained therein.  No patent or  copyright
 rights  of  the  Disclosing  Party  are  granted,  either  expressly  or  by
 implication, in connection with any use  of Residuals of any portion of  the
 Confidential Information.

 8.0  PRODUCT CHANGE

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

 9.0  TERM, TERMINATION AND CANCELLATIONS

 9.1  The initial term of  this Agreement shall begin  on the Effective  date
 hereof and  shall continue  from year  to year  unless otherwise  terminated
 hereunder.

 9.2  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.

      9.2.1.    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.    It  is
      understood that Zoned In is in a joint venture with a biometric company
      that will provide hardware features associated with its secured  portal
      service.  The parties agree that this does not constitute a  competitor
      as contemplated in this section.

      9.2.2     If either  party breaches  this  Agreement, the  other  party
      shall have  the right  to  terminate this  Agreement  in whole  or  any
      portion hereof.   Termination as  a result  of breach  by either  party
      shall not be  effective unless: (i)  the breach is  a material  breach,
      (ii) the  party wishing  to terminate  provides written  notice to  the
      other party of the occurrence and  nature of the breach, and (iii)  the
      party to whom such  notice was given fails  to correct the breach  with
      thirty (30) days of receipt of such notice.

      9.2.3     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 the giving of such notice.

      9.2.4     Either party may terminate  this Agreement if it  determines,
      in the exercise of good faith that completion of the work under Section
      2  is  infeasible.    Termination  under  this  section  9.2.4  can  be
      accomplished by  giving written  notice to  that  effect to  the  other
      Party.  Such termination will be  effective thirty (30) days after  the
      giving of such notice.

 9.3  Cancellation or Delay of Production Orders

      9.3.1     Zoned In  and UNIVIEW  agree to  comply  with the  terms  and
      conditions of  the  manufacturing  contract  between  UNIVIEW  and  the
      designated  manufacturer  of  the  Product  including,  among   others,
      obligations regarding  cancellation  of accepted  purchase  orders  and
      delays in Product shipments.

      9.3.2     If UNIVIEW notifies Zoned  In  that  the  manufacturer cannot
      deliver Product as promised within sixty (60)  days  or less before the
      scheduled ship date, UNIVIEW agrees to use its  best  efforts to ensure
      delivery of Product as soon as possible.

 9.4  However,  in  the  event  a   customer  contract  extends  beyond   any
 termination or expiration of this Agreement, such products or services shall
 remain in  effect  for  the  agreed upon  time  specified  in  the  customer
 agreement, subject to all of the  terms and conditions of this Agreement  as
 if it were still in effect with respect to such products or services.

 10.0 CRITICAL COMPONENT LIABILITY

 10.1 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.

 11.0 PRODUCT WARRANTY

 11.1 Product warranties shall  be as provided  by the  manufacturers of  the
 Product.  UNIVIEW and Zoned In  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 twelve months from  the
 sale to  the end-user  with a  maximum period  of fifteen  (15) months  from
 expedition date from the factory.  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."  UNIVIEW agrees to  assist
 Zoned In  customers with  their  warranty claims  as  part of  the  customer
 service provided by UNIVIEW.  Zoned In 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.  Zoned In 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.

 12.0 INTELLECTUAL PROPERTY INDEMNIFICATION

      12.1.1    UNIVIEW represents and warrants that during the Term of  this
      Agreement, the Product and services, when properly used as contemplated
      herein,  will  not  infringe   or  misappropriate  any  United   States
      copyright, trademark,  patent,  or  the  trade  secrets  of  any  third
      persons; 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)
      Zoned  In  fully   cooperates  with  UNIVIEW   in  the   investigation,
      preparation, defense or settlement of any  claim; (iv) Zoned In has  in
      all respects complied  with the terms  of this Agreement,  and (v)  the
      alleged infringement was  not caused by  Zoned In's  alteration of  the
      Product or use of it in  combination with other software, equipment  or
      technology not approved in writing by UNIVIEW.

      12.1.2    Upon being notified  of such a  claim, UNIVIEW  shall in  its
      sole  discretion  (i)  defend  through  litigation  or  obtain  through
      negotiation the right of Zoned In  to continue using the Product;  (ii)
      rework the Product so as to make it noninfringing 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 Zoned In  and, in discharge  of
      its obligations, refund an equitable portion  of fees actually paid  by
      Zoned In for the  infringing Product or services.   THESE ARE THE  SOLE
      AND EXCLUSIVE REMEDIES AVAILABLE FOR BREACH OF THE WARRANTY PROVIDED IN
      THIS SUBSECTION

 12.2 Zoned In agrees to  defend, at its expense,  any suits against  UNIVIEW
 based upon  a claim  that any  article furnished  hereunder by  Zoned In  to
 UNIVIEW for use in connection with  the Product, directly infringes a  trade
 secret, a U.S. patent, a mask work right,  or a copyright, and to pay  costs
 and damages finally  awarded in  any such suit,  provided that  Zoned In  is
 notified promptly in writing of  the suit and at  Zoned In's request and  at
 its expense  is given  control of  said suit  and all  requested  reasonable
 assistance for defense of same.  This indemnity does not extend to any  suit
 based upon any infringement or alleged infringement of any patent, mask work
 right, or copyright by the combination of any article furnished by Zoned  In
 with other elements if such infringement would be avoided by the use of  the
 article alone.  The  foregoing states the entire  liability of Zoned In  for
 trade secret, patent, mask work right, or copyright infringement.

 13.0      LIMITATION OF LIABILITY

 13.1 UNIVIEW SHALL NOT BE LIABLE FOR ANY AMOUNT EXCEEDING THE PORTION OF THE
 TOTAL CONTRACT PRICE ACTUALLY PAID  BY ZONED IN.   IN NO EVENT SHALL  EITHER
 PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES DUE
 TO THE BREACH  OF ANY PARTY'S  OBLIGATIONS.  ZONED  IN'S AND UNIVIEW'S  SOLE
 REMEDY FOR  ANY BREACH  HEREUNDER SHALL  BE LIMITED  TO REMEDIES  SET  FORTH
 HEREIN.

 14.0 USE OF NAME AND TRADEMARK

 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.

 15.0 EQUITY PARTICIPATION

 15.1 The parties hereby agree to a mutual equity participation in connection
 with this Agreement.   UNIVIEW  agrees to  issue to  Zoned In  a warrant  to
 purchase one (1) share  of uniView Technologies  Corporation par value  $.10
 common stock, exercisable at $4.00 per share, for every Z-Box shipped, up to
 1 million warrants; and  Zoned In agrees  to issue to  UNIVIEW a warrant  to
 purchase one (1) share of  Zoned In par value  $.001 common stock at  $20.00
 per share for every five (5) Z-boxes  shipped, up to 200,000 warrants.   The
 warrants become  available  to each  party  as  the Product  ships  and  are
 exercisable for three years thereafter.

 15.2 Each party represents and  warrants to the other  that the issuance  of
 their respective shares  of common stock  (collectively, the "Shares")  will
 have been authorized by  all necessary action,  corporate or otherwise,  and
 that upon delivery of  the stock certificates  representing the shares,  the
 shares shall be validly issued, fully paid, and non-assessable.

 15.3 Each party represents to the other that it is acquiring the Shares  for
 its own account  for investment purposes  only and not  with a view  towards
 distribution.   The parties  understand  and agree  that  it must  bear  the
 economic risks of the Shares  for an indefinite period  of time.  Except  as
 expressly set forth above, no representations  or warranties have been  made
 to either  party by  the other,  its officers  or directors,  or any  agent,
 employee or affiliate of any of  them regarding either company.  Each  party
 has conducted whatever investigations and due diligence activities it  deems
 appropriate in connection with  its acquisition of the  Shares.  Each  party
 understands that no  federal or state  governmental authority  has made  any
 finding or determination relating  to the fairness of  an investment in  the
 Shares and that no federal or  state governmental authority has  recommended
 or endorsed,  or will  recommend or  endorse, the  Shares.   Each party,  in
 making the  decision to  acquire the  Shares,  has relied  upon  independent
 investigation  made  by  it  and  has  not  relied  on  any  information  or
 representations made  by third  parties.   Each party  understands that  the
 Shares have not  been registered  under the  Securities Act  or under  state
 securities laws and therefore it cannot dispose of any or all of the  Shares
 unless  and  until  such  Shares  are  subsequently  registered  under   the
 Securities Act of 1933  and applicable state  securities laws or  exemptions
 from such registration are available.  Each party acknowledges that a legend
 substantially as follows will be placed on the certificates representing the
 Shares:

      THE SECURITIES HAVE  NOT BEEN REGISTERED  UNDER THE UNITED  STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE  SECURITIES ACT), AND  MAY
      NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT  (1)
      PURSUANT TO  A  REGISTRATION  STATEMENT WHICH  HAS  BEEN  DECLARED
      EFFECTIVE  UNDER  THE  SECURITIES  ACT,  OR  (2)  PURSUANT  TO  AN
      EXEMPTION  FROM  REGISTRATION  PROVIDED  BY  RULE  144  OR   OTHER
      EXEMPTION UNDER THE  SECURITIES ACT  (IF AVAILABLE),  AND IN  EACH
      CASE IN  ACCORDANCE WITH  ANY APPLICABLE  SECURITIES LAWS  OF  ANY
      STATE OF THE UNITED STATES OR OTHER JURISDICTION.

 16.0 GENERAL PROVISIONS

 16.1 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.    This  Agreement  supersedes  any   previous
 agreements, either oral or written, relating to the subject matter herein.

 16.2 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.

 16.3 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 Florida.

 16.4 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.

 16.5 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,  Zoned In  and UNIVIEW  will
 cooperate on making a joint press release regarding the joint development of
 the Product shortly after this Agreement is signed.

 16.6 Notice hereunder shall be deemed to  have been sufficiently given  when
 delivered in writing  by certified or  registered mail, or  by a  recognized
 courier service, by either Party to the other and directed to:

 If to UNIVIEW:                             If to Zoned In:

 Thomas P. O'Mara, President                Lawrence T. Penna, President
 uniView Technologies Products Group, Inc   Zoned In, Inc.
 17300 North Dallas Parkway, Suite 2050     4910 Blue Lake Drive, Suite 204
 Dallas, Texas 75248                        Boca Raton, Florida 33431
  and to:                                    and to:
 Bill Park, COO                             Joseph D. Garrity, Esq.
 uniView Technologies Products Group, Inc   Zoned In, Inc.
 17300 North Dallas Parkway, Suite 2050     4910 Blue Lake Drive, Suite 204
 Dallas, Texas 75248                        Boca Raton, Florida 33431



      16.6.1    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.

 16.7 Neither this Agreement nor any interest hereunder may be transferred or
 assigned, by operation of  law or otherwise, by  Zoned In without the  prior
 written consent UNIVIEW.   It  is the express  intent of  the parties,  that
 after issuance  of a  purchase order  by Zoned  In, UNIVIEW  may assign  the
 executory portions  of  this agreement  to  a  third party  to  perform  the
 remaining obligations hereunder.

 16.8 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.

 16.9 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 Zoned In (or any of its affiliates) and UNIVIEW (or any
 of its affiliates), and  nothing in this Agreement  shall be constructed  as
 providing for the sharing of profits or losses arising out of the efforts of
 either of UNIVIEW or Zoned In under this Agreement.

 16.10     Zoned In and UNIVIEW agree not to export or reexport, or cause  to
 be exported  or  reexported, any  technical  data (including  any  Technical
 Information) 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.

 16.11     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.

 16.12     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.

 16.13     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.

 16.14     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.

 16.15     Nothing  in  this  Agreement  shall  preclude  either  party  from
 entering into similar  relationships with  other companies,  nor shall  this
 Agreement preclude either party  from independently developing or  marketing
 any products that are similar to or compete with the other party's products;
 provided, however, that the recipient of Confidential Information shall  not
 use it for any such purpose.

 16.16     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  Miami, Florida in  accordance
 with the Rules  of the American  Arbitration Association.   The  arbitrators
 shall have the  authority to order  discovery, depositions, preliminary  and
 permanent injunctions,  specific performance,  and other  equitable  relief.
 The award shall be binding on the parties  and may be entered in the  courts
 of any country.  The arbitrators shall  rule in accordance with the laws  of
 the State  of  Florida,  United States  of  America.    Notwithstanding  the
 foregoing, either party may apply to any court of competent jurisdiction for
 injunctive relief without breach of this arbitration provision.


      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.

 Zoned In, Inc.                     uniView Technologies Products Group, Inc.


 _/s/ Lawrence T. Penna_____        _/s/ Thomas P. O'Mara_____
 Lawrence T. Penna, President       Thomas P. O'Mara, President

 Date: ___5/23/00__________         Date:___5/25/00____________