Exhibit 10.2

                            MASTER LICENSE AGREEMENT

THIS MASTER LICENSE AGREEMENT (generally, the "Transaction" or "Agreement") made
and entered into as of the 1st day of July, 2001, by and between DIGITAL THEATRE
RESOURCES CO., a Tennessee  general  partnership and its affiliates  ("DTR") and
DAVID V. LOTT and SHOWINTEL NETWORKS, INC. (collectively, "Licensee"). The names
of the present DTR affiliates are Malco Stage Road, LLC and Malco Theatres, Inc.
(collectively,  "Malco"),  superseding any and all understandings and agreements
regarding the subject matter.

                                    RECITALS

Licensee  has also  represented  to DTR that they and their  operation  have (i)
developed  and shall  operate at DTR  locations a Plasma and Digital  Projection
Wall Displays with integrative  software control through a site-based server and
systems software that displays  advertising and other matter (herein  sometimes,
as "Displays" or "Dynamic  Displays"),  (ii) the capacity and continued capacity
to provide DTR  brokered  locations  with a network  operation  and  interactive
touch-screen  access and e-commerce shopping and (iii) that they are developing,
and  will  continue  to  develop,  products  and  services  that  can be used in
conjunction with their servers, master controls and facilities. [Items (i), (ii)
and (iii) are hereinafter  collectively sometimes referred to for convenience as
"Licensee's Products and Services."]

Licensee  and DTR each  perceives  mutual  benefits of displays of  advertising,
trailers  and other  matter in a DTR  location  lobby and  products  sold at DTR
locations by e-commerce, including compact disks and other services and products
of Licensee.

DTR and Malco have entered into a separate agreement contemplating that DTR will
broker  Licensee   services,   products  and  facilities  at  Malco   locations,
conditioned  upon Malco  acknowledging  (which  Malco does as  evidenced  by its
signature below) that (i) DTR has no obligations to perform under this agreement
or to provide  Licensee  services,  products or  facilities  and Malco will look
exclusively  to Licensee for such  services,  products and  facilities  and (ii)
Malco, with DTR's  participation,  Malco will look exclusively to Licensee;  and
Malco will look  exclusively to DTR for  compensation  under this Master License
Agreement.

Given that Malco is about to become the first movie  exhibitor to contract  with
Licensee for their advertising program and their Kiosk-based programs (including
e-commerce and compact disks programs),  therefore,  as an inducement for DTR to
enter into and  continue  to  perform  this  agreement,  Licensee  warrants  and
covenants to DTR as follows:

     (i)  During the term of this agreement and each extension hereof, the Malco
          locations  will  in all  cases  be  given  priority  treatment  in the
          provision and  installation of equipment and  operational  support and
          continued  operational support despite the size or potential financial
          rewards  to  Licensee  or the  affiliates  of  either of them of later
          exhibitor prospects or customers of Licensee; and

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     (ii) DTR  and  Licensee  as of this  day and  date  entered  into a  Broker
          Agreement  (which  is  part  of  this  Master  License   Agreement  by
          reference)  respecting  (a)  exclusivity  for a territory  composed of
          Shelby County and a radius of 250 miles from the Shelby County borders
          and the County of St. Louis, Missouri,  together with an area within a
          radius of thirty (30) miles of the County of St. Louis borders; and

in entering into this  Agreement and  performing  their  respective  obligations
hereunder,  DTR and Malco each relies upon each of said inducements and Licensee
covenants.

NOW,  THEREFORE,  for  and in  consideration  of the  recitals,  the  sum of One
Thousand  ($1,000.00)  Dollars  cash in hand paid by Licensee to DTR,  and other
good and valuable consideration,  the receipt and sufficiency of all of which is
hereby  acknowledged,  and  for  the  further  consideration  of the  covenants,
agreements and stipulations  herein  contained,  the parties hereto do adopt the
recitals  into  the body of this  agreement  and  further  do  hereby  covenant,
undertake and agree with each other as follows:

1.   LICENSE.  DTR has  brokered an  agreement  between  Malco and  Licensee and
     pursuant thereto, Malco and Licensee agree as set forth in this Section 1.

1.1  Malco hereby  grants unto Licensee the personal and  non-assignable  rights
     and  privilege  for  providing  advertising  via Displays and such products
     [Licensee will provide DTR with Kiosk-based programs that include a network
     operation  and  interactive  touch-screen  access and  e-commerce  shopping
     including the  Kiosk-based  Stations] in its locations as designated on the
     attached  ANNEX  "A",  and such other  locations  as DTR may  designate  in
     writing;  and in exchange for the master  license,  Malco's  covenants  and
     undertakings  herein expressed and the benefits  conferred hereby and to be
     conferred  upon  Licensee,  Licensee  covenants  and  agrees  that he shall
     continuously,  and  without  interruption,  provide  such  advertising  and
     display and  Kiosk-based  products and programs  during the usual  business
     hours  of  the  location  and  each  regular  business  day  on  which  the
     location(s)  are open for business in strict and faithful  compliance  with
     the requirements herein imposed upon Licensee and the Licensee undertakings
     herein set forth.  A name change of Licensee or a merger into a corporation
     with substantially identical ownership and management will not be deemed to
     be an assignment;  except, however, as a condition precedent to such change
     or merger,  there must first be a signed  Agreement  of  assumption  of all
     obligations  by  the  assignee  and on  terms  satisfactory  to DTR  and in
     compliance with Subsection 8.2(f).

1.2  Licensee  shall  make  no  material  alterations  or  installations  to  or
     affecting any Malco location without Malco's prior written approval.

1.3  The term of the DTR Master license herein granted shall commence on July 1,
     2001,  and shall continue until the later to occur of July 31, 2003, or the
     expiration  of the  separate  two (2) year  license  for any  specific  DTR
     location;  but the term of the separate  license for any specific  location
     herein  granted  shall  continue for a period of two (2) years from date of

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<PAGE>
     installation; however, the master term and each specific license is subject
     to sooner  termination  as provided by the provisions of Sections 8, 12, 20
     and 23 of this Agreement.

2.   LICENSE FEES, ETC; BENEFITS. Licensee further covenants and agrees with DTR
     to pay each month and no later than the  seventh  (7th) of the month and to
     account for each month unto DTR for the licenses, unless Licensee,  because
     of their default(s),  must account and pay DTR more frequently as otherwise
     required by this Agreement:

2.1  A fee  equal  to  fifty  (50%)  percent  of each  month's  gross  revenues,
     (hereinafter  defined),  ["DTR  share"],  except that for prepaid  revenues
     received or accrued Licensee shall thereupon pay to DTR fifty (50%) percent
     of such  prepaid  revenues;  and the term  "gross  revenues"  includes  the
     imputed  fair value of any barter that arises or in the future  arises from
     Licensee  advertising at any Malco location;  and, for e-commerce  sales at
     DTR locations, fees will be determined by written agreement of the Parties.
     (See Subsection 2.5 below providing for additional fees and royalties.)

2.2  All  such  gross  revenues  received  by  Licensee  shall be  reported  and
     accounted for, at Licensee's own cost, by the methods used by DTR, or which
     may hereafter be adopted or used by DTR.

2.3  Except as required by Subsection  8.2(h), the amount of such gross revenues
     effected by Licensee shall be  ascertained  monthly on a calendar basis and
     Licensee shall provide DTR with a full, true and correct  statement showing
     such gross revenues for the month and such statements  shall be provided to
     DTR on the seventh of each month, accompanied by a check for the amount, if
     any, due to DTR if not paid for the prior month on the seventh (7th) day of
     the month.

2.4  Licensee  holds  all such DTR  Share IN  TRUST  for DTR and  Licensee,  and
     Licensee grants DTR a  first-priority  security  interest in the DTR Share,
     now or hereafter arising,  arising from operations at or in connection with
     DTR locations.

2.5  During the term of this Agreement,  Licensee shall punctually pay DTR added
     royalties for being the demonstration  model in sums equal to five (5%) per
     cent of gross  advertising  revenues  at  locations  (sold or  serviced  by
     Licensee)  generated by third parties  within a 10-mile radius of any Malco
     location(s) and an added five (5%) per cent of gross  advertising  revenues
     generated by each third party which  contracts  with  Licensee  after being
     shown  (prior  to  contracting   with  Licensee)   operations  at  a  Malco
     location(s)  or its  headquarters;  this  obligation  cannot be  avoided or
     evaded by an affiliate.

3.   INTEGRATION.  As far as Malco customer-base and the other public is and may
     become  aware,  Licensee's  name  will  not  be  publicized;   rather,  the
     advertising display and all Licensee functions will appear to the public as
     an integrated part of the Malco operations,  except that Licensee may apply
     a  tasteful   identification   below  the  panels  and  may  also  show  an
     identification "spot" in the advertising rotation, subject to Malco's prior
     written approval, which will not be unreasonably withheld.

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4.   LOTT - INDEPENDENT CONTRACTOR.

4.1  Licensee is an independent  contractor.  The parties  (including Malco) are
     not partners; the parties are not engaged in a joint venture; as far as the
     vendors and creditors of Licensee are and may become aware,  Licensee is an
     independent  contractor  responsible  for purchase and payment of their own
     equipment,  software  and  services  in their  own  name  and in their  own
     responsibility and account.

4.2  Licensee  agrees to furnish  all  equipment,  software  and support for the
     operation in the licensed  space.  Said  furnishings  and  equipment at all
     times will belong to and be owned by Licensee,  and Licensee shall maintain
     them in good  condition and  state-of-the-art,  working  order,  repair and
     replacement.

4.3  Licensee agrees to obtain and pay for, at their own costs, all expenditures
     and expenses  associated  with the services and products  contemplated  for
     Licensee to furnish now or in the future  under this  Agreement  (except to
     the extent  specifically  and  expressly  excluded  in this  Agreement  and
     imposed on DTR).  Included  in these  expenditures  and  expenses,  without
     limiting the generality of the foregoing, are:

     (a)  ALL UTILITIES BILLED AFTER NOVEMBER 1, 2002, WITHOUT EXPENSE TO MALCO.
          Licensee shall also pay all  governmental  charges,  of every kind and
          nature, which have been or may be levied,  assessed or charged against
          Licensee's property and goods. All other expenses of operation will be
          paid for by  Licensee  without  cost as a part of the  services  to be
          supplied.

     (b)  All necessary employee or contractor records,  sales tax records,  and
          any other  records  required by state,  county or federal law shall be
          kept  by  Licensee  for  their  own  employees,   contract  employees,
          subcontractors and supplier; and further Licensee shall be responsible
          for their own personnel, their wages and all taxes thereon or measured
          thereby.

     (c)  All   expenditures   and   expenses   related   to  the   acquisition,
          installation,   operation,   maintenance,   repair,   replacement  and
          upgrading of the Dynamic  Displays and Kiosks.  Each Dynamic  Display,
          Kiosk,  and its related  hardware  and software  components,  with the
          exception of the content provided by Malco,  shall remain the property
          of Licensee.  In the event of termination of any license for a Dynamic
          Display,  Malco  shall not be  entitled  to use,  retain or  otherwise
          appropriate  any  rights to any of the  intellectual  property  rights
          owned or controlled by Licensee with respect to the Dynamic Display.

     4.4  Malco under this  Master  Agreement  is a  beneficiary  of  Licensee's
          covenants,  undertakings and obligations  herein set forth, as is DTR,
          and Malco is  granted  the right and power to  enforce  such  Licensee
          covenants,  undertakings and obligations  hereunder to the same extent
          as if the name of Malco is  expressly  set forth herein in each place,
          and DTR has no  responsibility  of any kind  directly to Licensee once
          the contract is signed other than to remit to Malco its ratable  share
          of the DTR share.

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4.5  During the initial base period expiring July 31, 2003, Malco shall bear all
     the costs for  utilities  for normal and expected  cost of  utilities,  but
     Malco will monitor from time to time the utilities to determine  whether or
     not the utility cost  exceeded  expectations.  Malco will decide where real
     estate  alterations  will be made and shall  bear the  reasonable  costs of
     construction  to  buildings  and  improvements  for  the  accommodation  of
     Licensee or Licensee-related equipment.

4.6  Licensee  shall  bear the cost of  returns  of  product  purchased  through
     e-commerce by any Malco customer for sales  originating on or in connection
     with Malco  locations  based upon a liberal return policy in recognition of
     the loyalty of Malco customers.

5.   LOTT COVENANTS. Licensee hereby further covenants and agrees with Malco:

     (a)  As a further  material  inducement  for DTR and Malco to enter into or
          perform this Agreement, Licensee further covenants and agrees with DTR
          and with  Malco to provide  the  priority  treatment  set forth in the
          recitals,  on which  inducement and covenant both DTR and Malco relies
          and will continue to rely.

     (b)  Licensee's  systems shall be fully  operational in designated  initial
          Malco  location(s)  (which are listed on ANNEX "A"  attached) no later
          than November 1, 2001.

     (c)  Licensee is and shall be  responsible,  at their own cost and expense,
          for installation,  management,  maintenance,  repair,  replacement and
          upgrading of the equipment and systems  transactions  to provide Malco
          with reliable and first-class advertising and shopping systems.

     (d)  Before displaying advertising in any Malco location(s), Licensee shall
          provide Malco advance screening in each case without exception.

     (e)  Licensee (i) shall avoid  operating  any display and  advertising  and
          (ii) shall not display any advertising  matter or display in any Malco
          location(s)  unless and until  Malco has given its prior  written  and
          specific  approval,  which it may withhold,  delay or condition in its
          sole and uncontrolled discretion.

     (f)  Given that  technology  is changing  rapidly,  Licensee  shall also be
          responsible,  at their expense, for upgrading hardware and software to
          timely keep pace with technological advances and replacements.

     (g)  In extension of these  covenants,  upon the  expressed  prior  written
          permission  and in each  location,  present and future,  specified  by
          Malco,  Licensee  shall install the Dynamic  Display,  the  site-based
          server,  Kiosk equipment (for compact disks and e-commerce and loyalty
          program),   "Kiosk-based  operating  software,"  "network  operations"
          software,  related  high-speed data lines and additional  hardware for
          the  facilitation  of Licensee's  services.  The  commencement of full
          operation of that Dynamic  Display in such Malco  locations shall mark

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          the  beginning  of the  term of the  license  for  that  unit  for the
          purposes of calculations under Section 2 above.

     (h)  Licensee  shall  conduct  their  operations  during  existence of this
          contract with skill and according to highest  professional ethics; and
          in extension  thereof,  Licensee shall deal with advertisers and their
          respective  agencies and agents with high ethical  standards and shall
          not charge for nor collect any advertising revenues (unless identified
          to the advertiser as prepaid  advertising) until actually displayed in
          a Malco location.

     (i)  Two-thirds  of the  available  time  in the  rotation  of  advertising
          content  is  expected  to be  devoted  to  advertising  paid by  third
          parties.  DTR has no  obligation to pay  advertising-related  expenses
          except  for  the  production  of  advertising  content   intentionally
          provided by or on behalf of itself,  its  subsidiaries  and affiliates
          and  except  for  those  expenses  specifically   identified  in  this
          agreement.  Licensee shall also bear the costs,  if any, of conversion
          from analog to digital of any of the advertising content.

     (j)  Also as part of the  consideration  given to DTR and Malco  during the
          term of this Master  Agreement,  Licensee  hereby further grants Malco
          the right and power to use that equipment  which  Licensee uses,  will
          use or dedicates  for their use at Malco  locations  for any or all of
          the  following  Malco  purposes:  other  Malco  operations  including,
          without  limitation,  highspeed  or broadband  connections;  provided,
          however,  Malco's  right and power to use any such  equipment  will be
          restricted to the extent that it materially interferes with Licensee's
          use of such  equipment  and to the extent that it does not  materially
          add to Licensee's cost of use.

     (k)  Licensee  shall  cooperate  fully  with Malco in the  furtherance  and
          development  of Malco's  loyalty  program at no additional  expense to
          Malco.  In  extension  thereof,   Licensee's  hardware,  software  and
          accounting  shall be utilized to maintain  Malco's loyalty program and
          the hardware,  software and  accounting  shall be developed  with full
          cooperation by Licensee.

     (l)  Licensee shall indemnify, defend (at their expense) and hold Malco and
          its affiliates  (including  DTR) harmless from and against any and all
          product  liability  claims  that may be  suffered or asserted by Malco
          customers or any other claimant,  family or otherwise,  arising out of
          defective  Licensee  equipment or products whose sales are effected at
          Malco locations or in conjunction with Malco operations.

     (m)  The Licensee  advertising display, and their concept, and the Licensee
          Products  and Services and  Kiosk-based  sales  covered by this Master
          License  Agreement  shall be exclusively  available in Malco locations
          for five (5) years from date (or, if earlier,  upon termination of the
          license  hereunder for that  location)  within the radius  hereinafter
          described;  and Licensee shall under no circumstances  make such goods
          and  services  available,   directly  or  indirectly,   to  any  other
          exhibitors  within a 20-mile radius of each Malco location during such

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          five (5) year period unless prior written consent is given by Malco in
          writing, which Malco may withhold in its absolute discretion. Licensee
          shall deal with advertisers and their  respective  agencies and agents
          with high  ethical  standards  and shall not charge for or collect any
          advertising  revenues (unless  identified to the advertiser as prepaid
          advertising)  until the  advertising is actually  displayed in a Malco
          location.

6.   REPRESENTATIONS AND WARRANTIES.  As further material  inducements for Malco
     and DTR to sign this  Agreement  and to  continue  to  perform  under  this
     Agreement,  Licensee hereby  represents and warrants to Licensee and Malco,
     and  each  of  them,   each  of  the   following,   which  are   continuing
     representations and warranties:

     (a)  Standard vendor  representations  and  warranties,  including that the
          equipment  (including  systems and software) have been  pre-tested and
          are and will be bug-free and will be continuously operational.

     (b)  Licensee has  developed a Plasma and Digital  Projection  Wall Display
          with integrative  software control which presently  consists of plasma
          screens with integrated  software,  as well as digital projection wall
          displays, that are controlled through a site-based server which stores
          content  for the  Dynamic  Display and a  high-speed  connection  to a
          remote server. (The number of panels may vary depending upon Malco and
          Licensee objectives, as adjusted.)

     (c)  Licensee  has  participated  in the  design and  exclusively  owns and
          operates  and  shall   continuously  keep  in  first-class,   reliable
          operation,  without  interruption,  "dynamic display operating system"
          software which permits each of the four panels of the Dynamic  Display
          to present different or coordinated  multi-media digital content.  The
          multi-media  digital  content  displayed  on each of the panels of the
          Dynamic  Displays  is  intended  to assist in the  promotion  of Malco
          Theatres or generate revenues as follows:

          (i)   Project or display  "trailers"  or other  promotional  materials
                relating to attractions and concessions at the Malco Theatres.

          (ii)  Project or  display  "loyalty  program"  information,  including
                special discount and contest activities.

          (iii) Project or  display   advertisements   by  paying  sponsors  and
                advertisers.

          (iv)  Project or display general  information of public  interest (via
                text or video transmission)  or certain  productions  related to
                Malco Theatres' loyalty or merchandising programs.

          (v)   Multiple panels may be linked to display one contiguous  display
                depending upon content to be displayed.

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     (d)  Licensee  has  participated  in the  design  of and  exclusively  owns
          software  and shall  continuously  link,  manage and  operate  digital
          transmissions  in  each  and all of the  Dynamic  Displays  through  a
          process known as "network operations."

     (e)  Licensee has developed,  exclusively owns and, as and where designated
          by Malco, shall operate  Interactive  Touchscreen Access Stations (the
          "Kiosk-based Stations") controlled through integrated software capable
          of integration with a site-based server.

     (f)  Licensee has  participated in the design,  exclusively  owns and shall
          operate "Kiosk operating system" software for the Kiosk-based Stations
          which  permits  users to engage in  high-speed  digital  transactions,
          including "e-commerce  shopping,"  Internet-based  entertainment,  and
          purchasing of downloaded digital multi-media content (such as recorded
          music or films).

     (g)  Licensee is the sole owner,  legally  and  beneficially,  of the Kiosk
          Operating  System and there are no persons,  government(s) or entities
          who have, or have asserted a claim to, ownership, lien or any interest
          in the Kiosk Operating  System,  including,  without  limitation,  any
          persons or entities who have, or have  asserted a claim to,  royalties
          or income from the Kiosk Operating  System or from any of its features
          or components.

7.   INDEMNITY.  Licensee agrees to defend,  at their expense,  and to indemnify
     and hold Malco  harmless  from and  against  any and all  claims,  actions,
     proceedings or lawsuits  asserted or filed against Malco or DTR arising out
     of the development, organization, ownership, use or marketing of Licensee's
     products  or  services,   or  any  combination  of  the  foregoing  (herein
     collective as "contest"). The indemnity in this Section 7 is in addition to
     the  indemnities at Subsection 5(l) and Section 21 herein.  However,  Malco
     reserves the right (although it is not obligated to do so), at its expense,
     to employ its own  separate  counsel to appear and  represent  Malco in any
     such  contest or to monitor the  contest,  and  Licensee  agrees that their
     counsel shall cooperate fully with such separate counsel employed by Malco.

8.   REMEDIES.

8.1  LOTT'S  REMEDIES UNDER THE AGREEMENT.  Remedies for default by Malco of its
     duties or obligations under this agreement: only termination.

8.2  MALCO'S REMEDIES UNDER THE AGREEMENT.  Upon any default by Licensee;  Malco
     is empowered to exercise any one following remedies:

     (a)  Right and power to terminate at any time for any reason, or no reason,
          that  Malco  deems   advisable,   in  Malco's  sole  and  uncontrolled
          discretion;  and Licensee  shall remove  equipment  within one hundred
          twenty (120) calendar days thereafter.

     (b)  Recover   all   amounts   to  which   Malco  is   entitled   to  under
          revenue-sharing.

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     (c)  Obtain  a  restraining   order  and  injunctive  relief  whenever  the
          exclusivity or royalty  provisions are violated or any other equitable
          remedy or all of same.

     (d)  Malco  enjoys the  option,  on  termination  by  Licensee  or by Malco
          whenever  Licensee  defaults,  to  buy  the  plasma  screens,  digital
          projectors,   screens,  and  any  other  hardware  or  non-proprietary
          software for a price fixed by formula.

     (e)  Malco  shall  also  be  direct  additional   beneficiary  of  each  of
          Licensee's   contracts  with  advertising   providers,   including  an
          intermediary  (who  places  advertising):  Malco  shall have right and
          power to enforce Licensee's  agreement with the advertiser,  agency or
          advertising provider.

     (f)  Given  that  Licensee's   programs   hereunder  are  made  exclusively
          available in Malco locations for five (5) years and not made available
          to any other exhibitors within a twenty (20) mile radius of each Malco
          location  unless prior  written  consent is given by Malco in writing,
          Malco shall enjoy the  remedies of  restraining  order or  injunction,
          without  bond,  to enforce  this  exclusivity  and its other  remedies
          hereunder.

     (g)  In the event the Licensee fails to make the specified  periodic fee or
          royalty  payment and default  continues  for a period of fifteen  (15)
          days after  written  notice to Licensee of such  default,  then and in
          that  event  the  Malco  shall  have the  added  power  and  remedy of
          declaring  this License  Agreement  thereupon  terminated and have the
          further  right and  remedy to  collect  from the  Licensee  the entire
          unpaid balance.

     (h)  In the events that  Licensee for two (2)  consecutive  months fails to
          make the  specified  periodic fee or royalty  payment on the scheduled
          date for  payment or in the  events  that  Licensee  fails to make the
          specified periodic fee or royalty payments on the scheduled date three
          times  within any period of twelve (12)  consecutive  months,  then in
          either such case Malco or DTR shall have the added power and remedy of
          declaring this license agreement  thereupon  terminated with the right
          to make demand and collect from Licensee the entire unpaid  balance or
          DTR shall  have the  added  power and  remedy  of  requiring  that the
          requirements  of Section 2 be tightened in the following  manner:  The
          amount of gross revenues  effected by Licensee under Section 2.3 shall
          be ascertained  monthly or  semi-monthly as designated by DTR and that
          Licensee  covenants and agrees with DTR to pay DTR weekly or bi-weekly
          as required by DTR each Tuesday  following the conclusion of the prior
          week or bi-week.

8.3  REMEDIES  CUMULATIVE.  Except  as may be  otherwise  specifically  provided
     herein,  all rights,  privileges and remedies  afforded the parties by this
     Agreement shall be deemed  cumulative and not exclusive and the exercise of
     any one or more of such remedies  shall not be deemed a waiver of any other
     right,  remedy,  privilege  provided  for herein or  available at law or in
     equity. Remedies may be exercised separately and sequentially.

                                              PAGE 9 OF MASTER LICENSE AGREEMENT
<PAGE>
9.   ANNOUNCEMENTS.  Until the  execution  and delivery of this  Agreement,  the
     timing and content of all announcements, publicity or reports regarding any
     aspect  of  the  Transaction  to  the  financial   community,   advertising
     community,   government  agencies,  customers,   suppliers  or  the  public
     generally  must be  mutually  agreed  upon in writing in advance and either
     party may exercise its  independent  judgment  about any detail of any such
     announcement.

10.  GOVERNING  LAW.  This letter shall be governed by and  construed  under the
     laws of the State of Tennessee as applied to contracts  entered into solely
     between  residents of and to be performed  entirely in such state,  and the
     forum for any dispute will be a court of general jurisdiction within Shelby
     County, Tennessee.

11.  EXPENSES.  Each party  will pay  their/its  own  expenses  incident  to the
     negotiation,   preparation   and  execution  of  this   Agreement  and  the
     transactions  contemplated  thereby,  including  all fees and  expenses  of
     counsel and accountants and any broker or finder commission.

12.  TERMINATION.  Licensee is hereby obligated (i) to give at least thirty (30)
     days  advance  written  notice  before  termination  of service  and before
     removal of any of the  equipment  and (ii) to remove  Licensee's  equipment
     from  Malco's  premises  not more than seven (7)  calendar  days from their
     receipt of notice in the event of termination by Malco or its affiliate.

     Upon  termination  this  Agreement  shall have no  further  force or effect
     except for the  obligations  regarding  announcements  and  expenses  under
     Sections 3 and 5, which  obligations  shall survive for a period of one (1)
     year from date hereof.

13.  CONTENT.

     (a)  Malco at its  election  at any time and from time to time may  provide
          content to Licensee for the display,  which may include  "trailers" or
          other promotional materials relating to attractions and concessions at
          the Malco  Theatres,  and such  display  shall be made at no charge to
          Malco.

     (b)  Licensee shall continuously  provide all other content for the Dynamic
          Displays  and  advertising  and  sponsorship  content  for the Dynamic
          Displays subject to Malco's powers under Subsection 8(e).

14.  ACCESS.  Licensee hereby agrees to and grants to Malco reasonable access to
     Licensee's books and records.

15.  SUBORDINATION.  Licensee's  banker(s)  as a  condition,  precedent  to  the
     effectiveness   of  this   Agreement   shall  deliver  to  Malco  (in  form
     satisfactory  to  Malco)  that  such  Lender(s)  thereby  subordinates  its
     security  interest in this  Agreement  and in the  revenues  and  equipment
     involved in this  transaction  to Malco's  position  and not to disturb the
     same.

                                             PAGE 10 OF MASTER LICENSE AGREEMENT
<PAGE>
16.  LIABILITY.  Each party has no obligation  or liability to the other,  other
     than as expressly set forth in the Agreement.

17.  SUBJECT TO. The licenses  granted to Licensee  hereunder  are in every case
     subject to terms or conditions of leases  between Malco,  other  exhibitors
     and third-parties.

18.  BASE  STATION.  Licensee,  DTR and Malco  each  acknowledge  that the first
     on-site   server  is  designed  to  be  the  "base  station"  for  multiple
     applications  to be delivered  and installed per a roll out schedule as the
     systems become available and the market warrants.

19.  FURTHER  WARRANTIES BY EACH PARTY.  Each party and signatory hereto further
     represents and warrants to, and covenants and agrees with, each other party
     and  signatory,  as of  the  date  of  this  Agreement  Date  and as of the
     Assignment Date, as follows:

     (a)  Said  Party/Signatory  has the full and unrestricted  right, power and
          authority to enter in to this  Agreement and to consummate the actions
          contemplated in this Agreement without the joinder,  consent, approval
          or concurrence of any other individuals or entities or of any court or
          governmental agency; and

     (b)  Upon the satisfaction of the  pre-conditions  of this Agreement,  each
          Party/Signatory  shall  take,  and  agrees to take,  the  actions  and
          execute and enter into the  instruments  and  agreements  contemplated
          herein to be taken or executed.

20.  ABATEMENT.  In the  event  of fire by which  the  building  in  which  said
     premises  are located  shall be destroyed  so as to make it  impossible  to
     carry  on  business  therein,  then  this  license  as  to  that  exhibitor
     location(s)  shall become  terminated and be of no further force and effect
     as to Licensee operations in that particular exhibitor location(s);  but in
     case said premises shall be only partially destroyed,  exhibitor shall have
     the  right at its own  option,  within  a  reasonable  time to  place  said
     premises in a suitable  condition  for  business  purposes  and to continue
     business therein,  in which event said license for that exhibitor  location
     shall not be terminated.  In the event that during such repairs Licensee is
     not able to conduct  their  operation  thereat,  this  Agreement as to that
     location  shall be suspended for that period of time it takes the exhibitor
     to place said premises in a workable condition.

21.  INDEMNITY; INSURANCE.

21.1 The parties  mutually  agree that,  at all times,  each will save the other
     harmless,  defend and  indemnify  the other  against all  actions,  claims,
     demands,  liabilities  and damages  (including  suits for  infringement  of
     trademarks),  which may,  in any  manner,  be imposed  upon or  incurred by
     either  party as a  consequence  of or arising  out of any act,  default or
     omission on the part of either party, or their/its employees or agents, all
     in  connection  with the  operation of  their/its  business and that of any
     affiliate or  subsidiary,  or in other  words,  the party hereto in default
     will bear the burden as outlined above.

                                             PAGE 11 OF MASTER LICENSE AGREEMENT
<PAGE>
21.2 Licensee shall carry the following insurance:

     Workmen's  Compensation  for the  employees  of Licensee to the full extent
     legally required;

     Comprehensive  public  liability in limits of  $300,000.00/$500,000.00  for
     bodily injury and $2,000,000.00 for property damages.

21.3 The foregoing  insurance policies shall cover DTR, Malco and Licensee,  and
     shall be written by companies reasonably  satisfactory to DTR. Certificates
     for such  policies with DTR,  exhibitor and landlord as added  insureds and
     loss payees shall be furnished by Licensee to Malco. The premiums  required
     to keep said  insurance  policies in full force and effect shall be paid by
     Licensee.  If Licensee  fails to do so, either DTR or Malco may effect such
     insurance,  pay the premiums thereof,  charge the same to Licensee,  and be
     reimbursed from the gross receipts of the business of Licensee. Such policy
     or  policies  shall be in such form and with such  insurance  companies  as
     shall be reasonably  satisfactory  to Landlord with  provision for at least
     twenty (20) days'  notice to Malco and landlord of  cancellation.  At least
     ten (10) days  before the  expiration  of any such  policy  Licensee  shall
     supply Landlord and DTR with a substitute therefor with evidence of payment
     of the premiums  thereof.  If such premiums shall not be so paid and/or the
     policies  therefor  shall not be so  delivered,  then  Landlord  or DTR may
     procure  and/or pay for the same and the amounts so paid by Landlord,  with
     interest  thereon  at the rate of six (6%)  percent  per annum from time of
     payment, shall be collected out of gross revenues or interest.

22.  BANKRUPTCY.  In the event a petition in  bankruptcy  is filed by or against
     either of the parties  hereto,  or if either party should become  insolvent
     within the meaning of any State or Federal  Insolvency  Law, or should make
     an assignment for the benefit of creditors, or if a receiver for all or any
     part of the  business of either  party is  appointed  an such  receivership
     shall  not be  vacated  within  five (5) days from the date of their or its
     appointment, or if any property or assets of either party shall be attached
     and such  attachment  shall not be vacated  within  ten (10) days,  then in
     either of said events this Agreement  shall be deemed breached by the party
     at fault,  and the other party  shall be  entitled to be released  from all
     liability for further performance of this Agreement, and if Licensee is the
     defaulting  party,  then the Malco  shall  have the right to  re-enter  the
     premises.  This Agreement shall, in no event, constitute an asset of either
     party so as to be assignable to anyone,  including a receiver or trustee in
     bankruptcy, by operation of law or otherwise.

23.  MATERIALITY.  Each and all of the agreements of Licensee  herein  contained
     are material and of the essence of this  Agreement,  and if Licensee  shall
     default or permit a breach in whole or in part of any covenants, agreements
     or stipulations herein contained to be kept by him, Malco may give Licensee
     notice,  in writing,  to be sent by United States  registered mail, of said
     breach or default,  and Licensee  shall then have seven (7) days after said
     notice  within  which to cure and rectify  said  breach or default.  In the
     event  Licensee  fails to rectify  said breach or default  within seven (7)
     days,  he shall then be lawful for the Malco,  its  successors  or assigns,
     without further notice, to declare this Agreement and privilege  terminated

                                             PAGE 12 OF MASTER LICENSE AGREEMENT
<PAGE>
     and resume possession of the premises from Licensee,  and remove Licensee's
     goods and equipment  (including  software and systems) from the premises or
     alternatively  to enjoy and utilize any other remedy afforded by Subsection
     8.2(h).

24.  EARLY TERMINATION. Anything to the contrary notwithstanding,  each party is
     granted and shall have the  absolute and  uncontrolled  right and option to
     terminate this license agreement at any time upon giving one hundred twenty
     (120) days'  written  notice to the other party of  intention to do so, and
     upon the lapse of the one hundred  twenty (120) days exercise of such right
     by either party,  this license  agreement and all licenses  hereunder shall
     cease and terminate on the one hundred  twentieth  (120th) day as fully and
     to all intents and purposes as if that were the date  originally  fixed for
     termination.

25.  SOLE AGREEMENT.  Other than Malco's separate  agreements with its landlords
     and exhibitor(s), this Agreement constitutes the only agreement between the
     parties  hereto with  reference to the conduct of the business  hereinabove
     set forth for the term therein stated,  and no modification  nor any waiver
     of any  provision  hereof  shall be binding  upon either party or signatory
     unless it shall be in  writing  and signed by all  parties,  except for the
     later written  designations  by Malco for added  locations  subject to this
     Agreement.

26.  NO  THIRD  PARTY  BENEFICIARY.  Nothing  in this  agreement,  expressed  or
     implied, is intended or shall be construed to confer upon any person, firm,
     corporation,   or  entity,  other  than  the  parties,  Malco  and  Malco's
     affiliate(s),  any right,  power, remedy or claim under or by any reason of
     this  Agreement,  this Agreement  being intended for the sole and exclusive
     benefit of the parties, Malco and Malco's affiliate(s).

27.  PRIOR  AGREEMENTS  SUPERSEDED.  DTR and Licensee have entered into a Broker
     Agreement  dated of even  date  herewith,  and with  that  exception,  this
     Agreement  constitutes the entire  agreement of the parties with respect to
     the subject matter hereof, and supersedes any and all prior  understandings
     or oral or  written  agreements  between  the  parties  (including  without
     limitation,  inventors, developers, investors, co-owners or any combination
     of the foregoing)  respecting  such subject matter.  As a further  material
     inducement for DTR to enter into and perform this Master License Agreement,
     DTR also  relies  upon the  foregoing  as well as  Licensee's  warranty  of
     ownership and authority.

28.  SURVIVAL. The warranties, representations,  covenants and agreements of the
     parties  set  forth  herein  shall  survive  The  Execution  Date  and  any
     termination of this Agreement.

29.  NON-WAIVER.  No  failure  to  exercise,  no  indulgence  and  no  delay  in
     exercising,  on  the  part  of  Malco  of any  right,  power  or  privilege
     hereunder,  shall  operate  as a waiver  thereof,  nor shall any  single or
     partial  exercise  of any  right,  power,  remedy  or  privilege  hereunder
     preclude any other or further exercise thereof or the exercise of any party
     or  Malco's  affiliate(s)  of any other or  later-arising  rights,  powers,
     privileges, remedies or entitlements hereunder.

30.  ATTORNEY'S  FEES.  If either  Party finds it  necessary  to initiate  legal
     action  or  proceedings  for  the  enforcement  or  interpretation  of this

                                             PAGE 13 OF MASTER LICENSE AGREEMENT
<PAGE>
     Agreement,  then the  prevailing  party shall be  entitled,  in addition to
     other  remedies   authorized  by  applicable  law,  to  recover  reasonable
     attorney's fees and expenses incurred in such matter.

31.  NOTICES. Any notice, communication,  request, reply or advice, (hereinafter
     severally and  collectively,  for  convenience  called  "notice"),  in this
     Agreement  provided or permitted to be given,  made or accepted by Malco or
     either  party  to the  other  party  must be in  writing  and  may,  unless
     otherwise in this instrument  expressly provided,  be given or be served by
     advance written notice to the addressee, delivered by hand, by certified U.
     S. Mail return receipt requested,  by recognized  overnight courier service
     or  recognized  local  courier  service,  by  telecopy  or its  equivalent,
     addressed  to Licensee at their last known home  address  and, if to either
     Malco or DTR, at its principal office in Shelby County, Tennessee or to the
     residence of its President, Chief Executive or its Vice-President.

32.  FURTHER INSTRUMENTS AND ACTIONS. Malco and each party agrees to do all acts
     or deliver such additional  documents after signing hereof as are necessary
     to effectuate the intent of the transaction contemplated herein as Malco or
     a party may reasonably  request from time to time for the  effectuation and
     implementation of their/its duties and obligations hereunder.

33.  SEVERABILITY. If any term, covenant or condition of this Agreement shall to
     any extent be invalid or  unenforceable,  the  remainder of this  Agreement
     shall  not be  affected  thereby  and  each  remaining  term,  covenant  or
     condition  of this  Agreement  shall be valid and  enforced  to the fullest
     extent permitted by law.

34.  BINDING  EFFECT.  This  Agreement  shall be  binding  upon and inure to the
     benefit  of  Malco  and  the  parties,  and  their  respective  affiliates,
     successors and assigns, heirs and personal representatives.  DTR may assign
     its rights hereunder to any corporation or other legal entity controlled by
     it and upon the  assignment,  the assignee  shall be deemed to have assumed
     all liabilities  and  obligations of the DTR under this  Agreement,  but in
     addition, neither DTR nor any exhibitor hereunder shall be relieved from of
     their/its  liabilities or obligations  under this  Agreement.  Licensee may
     assign this Agreement only as permitted in Section 1.1 above.

35.  CONSTRUCTION OF AGREEMENT.  In construing this Agreement,  all headings and
     titles  are for the  convenience  of the  parties  only  and  shall  not be
     considered a part of this Agreement.  Whenever required by the context, the
     singular shall include the plural and the masculine or neuter shall include
     the  feminine  and  neuter  and vice  versa.  This  Agreement  shall not be
     construed as if prepared by one of the parties, but rather according to its
     fair meaning as a whole,  as if both parties had prepared it. The terms and
     provisions of this Agreement represent the results of negotiations  between
     the  parties,  each of which  has been  represented  by  legal  counsel  of
     their/its  selection,  and  neither  of which  has  acted  under  duress or
     compulsion,  whether legal, economic or otherwise.  Consequently, the terms
     and  provisions of this  Agreement  shall be  interpreted  and construed in
     accordance with their usual and customary meanings,  and the parties hereby
     expressly  waive and disclaim in  connection  with the  interpretation  and
     construction  of this  Agreement  any  rule of law or  procedure  requiring
     otherwise,  including,  without  limitation,  any rule of law to the effect

                                             PAGE 14 OF MASTER LICENSE AGREEMENT
<PAGE>
     that  ambiguous  or  conflicting  terms  or  provisions  contained  in this
     Agreement  shall be  interpreted  or  construed  against  the  party  whose
     attorney prepared this Agreement or any earlier draft of this Agreement.

36.  SUBORDINATION.  Upon written  request by DTR or the  applicable  exhibitor,
     Licensee  shall  execute  and  deliver  an  agreement   subordinating  this
     Agreement  to any first  mortgage  (first  lien deed of trust) or  security
     agreement  upon  the  Premises  of any of such  exhibitor's  lenders.  Such
     subordination shall be upon the express condition that the validity of this
     Agreement shall be recognized by the mortgagee,  and that,  notwithstanding
     any default by Malco or its  affiliate(s)  with respect to said mortgage or
     any foreclosure thereof, Licensee's possession and rights of use under this
     License and to the Demised  Premises  shall not be disturbed by such lender
     or purchaser unless and until Licensee shall  materially  breach any of the
     provisions  hereof in this License or Licensee's  license for use hereunder
     shall  have been  terminated  in  accordance  with the  provisions  of this
     License.

37.  TERM. The term of each License  hereunder is for a period of two (2) years,
     commencing on the date of each License ("the License  Commencement  Date").
     Each License shall be  automatically  renewed for an additional term of six
     (6) months  unless  either  Licensee or DTR gives  ninety (90) day advance,
     written  notice prior to the end of the original  term and the renewal term
     of their/its intention not to renew.

38.  DELIVERY AT END OF LICENSE  AGREEMENT.  The said Licensee agrees to deliver
     up to the said exhibitor all of the said premises at the expiration of this
     Master License Agreement or termination hereof in good order and condition,
     and  make  good all  damages  to said  premises,  ordinary  wear and  tear,
     casualty and damage by the elements excepted.

39.  ADVERTISING. Unless otherwise agreed in this License Agreement the Licensee
     shall  not be  permitted  to affix or  attach,  or cause to be  affixed  or
     attached,  any signs on the premises  herewith  License  Agreement  without
     consent in writing from the Lessor.

     Upon termination of this License Agreement, Licensee shall remove any sign,
     advertisement  or notice  painted on or affixed  to the  License  Agreement
     premises  and  restore  the place it  occupied  in the  condition  which it
     existed as of the date of this License Agreement.

40.  WAIVER OF  SUBROGATION.  DTR, Malco and Licensee  hereby waive any right of
     subrogation  which they may have  against  the other for any losses paid to
     them on insurance  policy or policies carried on the property to the extent
     permitted by the terms of such policy or policies.

41.  MISCELLANEOUS.

     A.   The  reference  in this  Master  License  Agreement  to an  "Annex" or
          attachment  is in  each  case  to an  annex  or  attachment  which  is
          incorporated  into this Master  License  Agreement  as fully as if set
          forth herein verbatim.

                                             PAGE 15 OF MASTER LICENSE AGREEMENT
<PAGE>
     B.   Titles and  headings  to  sections  or  paragraphs  hereof are for the
          purpose  of  reference  only,  and  shall in no way  limit,  define or
          otherwise affect the provisions hereof.

     C.   If any term,  covenant or  condition  of this  Agreement  shall to any
          extent be invalid or  unenforceable,  the remainder of this  Agreement
          shall not be affected  thereby and each  remaining  term,  covenant or
          condition of this Agreement shall be valid and enforced to the fullest
          extent permitted by law.

     D.   As used herein, the phrase "gross revenues" shall include all revenues
          on an accrual basis derived from displays of  advertising  in Malco or
          other  locations  that are received or  receivable  by Licensee,  less
          sales taxes payable and also includes, without limitation, the imputed
          fair value of any barter  that  arises or in the  future  arises  from
          Licensee advertising in any Malco or other location. A separate agreed
          schedule,   signed  by  the  parties,  will  specify  the  amounts  or
          revenue-share  due to Malco for products and other services sold at or
          arising from Malco locations.

     E.   Terms  used  herein  applicable  to  security   agreements,   security
          interests,   liens  and  the  like  shall   have  the  same   meanings
          respectively  ascribed  to  them  by the  uniform  commercial  code as
          adopted in the State of  Tennessee,  unless such term (s) is otherwise
          expressly defined in this Agreement.

     F.   The word "location" and the phrase "DTR location," as used herein,  is
          meant broadly to include any Malco movie  theater and bowling  center,
          wherever  located,  that has been  designated  by DTR as  licensed  to
          Licensee,  unless the context manifestly indicates a different meaning
          for the word "location."

     G.   The  word  and  concept  "Kiosk-based"  and the  phrases  products  or
          e-commerce  or  Touchscreen,  CDS,  separately  or  together  are used
          interchangeably in this Master License Agreement to refer to a variety
          of products  sold at Malco and other  services and product of Licensee
          [see also Kiosk-based product].

     H.   The words "advertising" and "wall display" may be used interchangeably
          in this Agreement, unless contrary to the expressed terms.

     I.   The word  "shopping," as used herein,  is meant to include  Licensee's
          network  operation,  interactive  touch-screen  access  or  e-commerce
          shopping or any combination of them.

     J.   The phrase "Malco  customers" is meant to include  patrons and guests,
          whether paying or non-paying or accompanying a customer.

     K.   The word "affiliate," as used herein, is intended to mean broadly each
          business  or  investment  affiliate  of David  V.  Lott  ("Lott")  and
          Showintell  Networks,  Inc.  ("Showintell") or either of them, whether
          presently  existing  or  hereafter  created,  engaged in  advertising,

                                             PAGE 16 OF MASTER LICENSE AGREEMENT
<PAGE>
          displaying or  exhibiting  on plasma  screens in theaters and includes
          each such entity in which either Lott or  Showintell  possesses one or
          more of the following: (a) an ownership interest or creditor interest,
          (b)  significant  participation  in the control of such entity,  (c) a
          directorship (or board  membership) or membership in senior management
          or (d) a substantial influence.

42.  COLLATERAL.  Malco may file this Agreement or a financing  statement  UCC-1
     with public records to perfect the security  interests  granted to Malco by
     this Agreement in DTR Share, present and future, however arising, and Malco
     has and may  exercise  the rights,  powers and  remedies of the holder of a
     first priority  security  interest under the Tennessee  Uniform  Commercial
     Code as to the DTR share. Licensee authorizes and empowers DTR to execute a
     financing  statement  as  Licensee's  attorney  in  fact to  perfect  DTR's
     security interest granted by this instrument.

43.  COUNTERPARTS.   For  the   convenience  of  the  parties,   any  number  of
     counterparts  of this  Agreement  may be executed by any one or more of the
     parties hereto,  and each such executed  counterpart shall be, and shall be
     deemed to be, an original  instrument  and to have the forces and effect of
     an  original  as against  the  parties  signing  the  counterpart,  but all
     counterpart  shall  constitute,  and shall be deemed to constitute,  in the
     aggregate but one and the same instrument.

44.  FAXED  ORIGINALS.  Execution  of  this  document  may  be  accomplished  by
     facsimile  transmission  of signed  copies of this  Agreement  followed  by
     delivery of the original signed hard copies in the manner provided herein.

                                  [END OF PAGE]

                                             PAGE 17 OF MASTER LICENSE AGREEMENT
<PAGE>
IN WITNESS WHEREOF,  each party has caused this instrument to be executed by and
through  its duly  authorized  officers  or owner the day and year  first  above
written.  Malco has caused this instrument to be executed as of the day and year
first above written to evidence its  obligations and  undertakings  set forth in
this  instrument,  as  well  as its  express  consent  to the  contents  of this
instrument.


                                        DAVID V. LOTT



                                        ----------------------------------------
                                        David V. Lott


                                        SHOWINTELL NETWORKS, INC.

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------

                                        DIGITAL THEATRES RESOURCES CO.
                                        A Tennessee General Partnership

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------

                                        MALCO THEATRES, INC.
                                        An Arkansas Corporation

                                        By:
                                           -------------------------------------
                                           Robert T. Levy
                                           Vice President

                                             PAGE 18 OF MASTER LICENSE AGREEMENT