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

                       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 Mathes(R)"
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.
<PAGE>
     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.
<PAGE>
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 **** per unit and the
initial  target  price for the basic business model  of  the  Product  is
estimated to be **** 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 **** 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.
<PAGE>
     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:

          **** units on September 1, 2000
          **** units on October 1, 2000
          **** units on November 1, 2000
          **** 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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
     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.
<PAGE>
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.
<PAGE>
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 **** per  share, for every Z-Box
shipped,  up  to  1  **** 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  **** per  share  for  every  **** Z-boxes shipped,  up
to  **** 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.
<PAGE>
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           Zoned In, Inc.
Group, Inc                              4910 Blue Lake Drive,
17300 North Dallas Parkway,             Suite 204
Suite 2050                              Boca Raton, Florida 33431
Dallas, Texas 75248

and to:                                 and to:

Bill Park, COO                          Joseph D. Garrity, Esq.
uniView Technologies Products           Zoned In, Inc.
Group, Inc                              4910 Blue Lake Drive,
17300 North Dallas Parkway,             Suite 204
Suite 2050                              Boca Raton, Florida 33431
Dallas, Texas 75248

     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.
<PAGE>
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.
<PAGE>
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____________
<PAGE>