Exhibit 10.32
                  Joint Venture Agreement

     This  Joint  Venture  Agreement  ("Agreement")  is made  this  31st  day of
January,  1997 by and  between  Electric  Media Co.,  Inc.  ("EMC"),  a Delaware
corporation having its principal place of business at 601 13th Street, NW, Suite
500 North,  Washington,  D.C. and William "Luke"  Stewart,  residing at 1316 New
Hampshire  Avenue,  N.W.,  #205,  Washington,  D.C.,  Stewart  Worldwide  Fusion
Technologies  Corporation  ("SWFT"), a Nevada corporation,  having its principal
place of business at 2981 Bel Air Drive, Las Vegas,  Nevada;  Texas  Information
Development  Commission,  S.A. ("TIDC"), a Guatemalan S.A., having its principal
place of business at 2a Calle 24-16 Zona 15, V.H.II,  Guatemala City, Guatemala,
C. A.. William "Luke" Stewart,  SWFT and TIDC shall be collectively  referred to
as  "Stewart,"  and  Stewart and EMC shall be  collectively  referred to as "the
Parties."

     WHEREAS,   the  Parties  intend  to  jointly  pursue  the  development  and
exploitation of all technology developed by Stewart including but not limited to
advanced  subcarrier  modulation  technology for the provision of video,  voice,
and/or data  communications  over  electric  power  lines and all other  revenue
producing  forms  of  distribution  or  exploitation  of  such  technology  (the
"Technology");
     WHEREAS  EMC  desires  to  license  the  Technology  from  Stewart  for all
commercial revenue producing purposes worldwide;

     WHEREAS, EMC desires to provide certain financing and
management skills to the joint venture;

     WHEREAS,  Stewart desires to provide know-how,  trade secrets,  trademarks,
copyrights,  patents, and other intellectual property related to the development
and exploitation of the Technology; and

     WHEREAS, the Parties intend to conduct field tests of the Technology at the
El Rancho Hotel in Las Vegas, and to commercialize the Technology worldwide, and
in particular in Guatemala and with the World Bank.

     Therefore,  for the  consideration  of the mutual  covenants  and  promises
herein, and other good and valuable  consideration,  the receipt and sufficiency
of which are hereby acknowledged, the


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Parties agree as follows:

     18. Purpose:  EMC and Stewart hereby form a joint venture (the  "Venture"),
the  business  of which shall be the  development  and the  exploitation  of the
Technology.  The Technology shall include all related  know-how,  trade secrets,
trademarks, copyrights, patents, and other intellectual property, as recognized,
granted,  or protected by the laws of any country,  whether such  Technology  is
currently existing or developed during the course of the Venture.

     2.  Disclosure  to EMC Experts:  No later than  February 15, 1997,  Stewart
shall  disclose the Technology to EMC's patent counsel and to experts as EMC may
designate.  The qualifications of such experts shall be disclosed to Stewart and
such  experts  shall  agree in  advance  to be bound by the terms of  Section 11
regarding the nondisclosure of confidential information. If, as a result of such
disclosure,  EMC believes  that the  Technology is not  technically  feasible or
commercially  viable, EMC may terminate this Agreement by providing Stewart with
written notice within ten (10) days of the  disclosure.  Provided that there has
been no  misrepresentation of any representation or warranty set forth herein by
Stewart,  all funds  advanced  by EMC to Stewart  as of the date of  termination
shall be retained by Stewart as liquidated damages and EMC shall have no further
obligation to Stewart.

     3.  Scope:  The Parties intend that the scope of the Venture
shall include the following activities:
         (a)  Field Test:
              (i)  A demonstration of the Technology shall be
conducted at the El Rancho Hotel, Las Vegas, Nevada, beginning no


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later than March 15, 1997, pursuant to Attachment B (Field Test Agenda). Stewart
shall secure such  equipment  reasonably  necessary for the conduct of the Field
Test, subject to a maximum expenditure of $1,500,000, the payment which shall be
in the form of a guarantee by LVEN, and shall ensure that such  equipment  shall
be  returnable  to the  vendor  for a full  refund,  less fees not to exceed ten
percent  (10%),  if the equipment does not work as expected by EMC. At all times
during such period of  guarantee,  LVEN shall  maintain a minimum of One Million
Five Hundred Thousand Dollars ($1,500,000.00) in cash.
              (ii)  Stewart  shall  be  solely  responsible  for  obtaining  all
necessary  government approvals and licenses (including any licenses required by
the Federal  Communications  Commission and the state of Nevada),  obtaining all
necessary  rights-of-way,  and satisfying all interconnection  requirements.  In
connection with such approvals and licenses,  EMC shall provide Stewart with any
reasonable and necessary  information,  as requested in writing, so that Stewart
may accomplish the above.
              (iii) Prior to the commencement of the Field Test and in any event
no later than  February  15,  1997,  Stewart  shall  supply the Venture  with an
opinion of qualified legal counsel that all such government approvals, licenses,
and  rights-of-way  have  been  obtained  and all  interconnection  requirements
satisfied.  The purpose of the Field Test is to verify the technical feasibility
of the Technology in a non-laboratory,  real-world setting. Success of the Field
Test  will be  determined  at  EMC's  sole  discretion,  with  consideration  of
compliance  with mutually  agreeable  engineering  standards.  If the Technology
fails to perform,  EMC shall have the option of  terminating  this  Agreement by
providing  Stewart with written  notice within 10 days of the  conclusion of the
Field  Test.  Provided  that  there  has  been  no   misrepresentation   of  any
representation  or warranty set forth herein by Stewart,  all funds  advanced by
EMC to Stewart as of the date of  termination  shall be  retained  by Stewart as
liquidated  damages and EMC shall have no further funding obligation to Stewart.
If there has been a  misrepresentation  of any  representation  or warranty  set
forth  herein by Stewart,  EMC shall be entitled to terminate  the  Venture,  to
receive  reimbursement  of all amounts  expended in connection with the project,
including  but not limited to all funds  advanced to Stewart,  as of the date of
termination, and to pursue all other claims which it may have available to it.

         (b)  Guatemalan  Deployment:  If the Field  Test is  successful  or the
Venture is otherwise  not  terminated  by EMC, the Parties  shall use their best
efforts to jointly  cooperate in the  deployment of the Technology in Guatemala,
except that Stewart shall be solely  responsible for (i) obtaining all necessary
government approvals,  licenses and rights-of-way  (including but not limited to
receiving  full use of dedicated  parts of the frequency  spectrum and exclusive
use  of  the  Guatemalan  power  grid);  (ii)  satisfying  all   interconnection
requirements (including but not limited to a telephone interconnection agreement
with Comsat);  and (iii) securing insurance or reinsurance  covering the Venture
from


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"all risks and losses"  (including  but not limited to work  stoppage due to any
cause without exception or force majeure,  and for reimbursement of expenses and
lost  profits).  Prior to the  commencement  of providing  service in Guatemala,
Stewart shall supply the Venture with an opinion of qualified legal counsel that
all such government approvals,  licenses,  rights-of-way and insurance have been
obtained and all interconnection  requirements satisfied.  In addition,  Stewart
shall modify the equipment and software as necessary to permit the Technology to
operate in  Guatemala.  During the  existence of the Venture,  Stewart shall not
deploy or exploit the Technology in Guatemala without EMC.

         (c) World  Bank  Deployment:  If the Field  Test is  successful  or the
Venture is otherwise  not  terminated  by EMC, the Parties  shall use their best
efforts to jointly  cooperate in the  deployment of the  Technology at the World
Bank in  Washington,  D.C., or other  locations as may be specified by the World
Bank,  except  that  Stewart  shall be  solely  responsible  for  obtaining  all
necessary   government   approvals   and   licenses,   obtaining  all  necessary
rights-of-way,   satisfying  all   interconnection   requirements  and  securing
insurance  or  reinsurance  covering  the Venture  from "all risks and  losses,"
including but not limited to work stoppage due to any cause without exception or
force majeure, and for reimbursement of expenses and lost profits.  Prior to the
commencement  of providing  service to the World Bank,  Stewart shall supply the
Venture with an opinion of  qualified  legal  counsel  that all such  government
approvals,  licenses,  rights-of-way  and  insurance  have been obtained and all
interconnection  requirements satisfied.  In addition,  Stewart shall modify the
equipment  and  software as  necessary  to permit the  Technology  to operate as
required by the World Bank.  During the existence of the Venture,  Stewart shall
not deploy or exploit the Technology with the World Bank without EMC.

         (d) Other  Deployment:  The Venture shall have the  exclusive  right to
develop  and  exploit  the  Technology  in  all  other  markets.  Prior  to  the
commencement of providing  service in any other  location,  Stewart shall supply
the Venture  with an opinion of  qualified  legal  counsel  that all  government
approvals,  licenses,  rights-of-way  and insurance have been obtained,  and all
interconnection  requirements  satisfied.  During the  existence of the Venture,
Stewart shall not deploy or exploit the Technology anywhere in the world without
EMC. Further,  prior to the commencement of any other commercial  activity,  EMC
shall solicit Stewart's input.

     4.  Financing:  EMC shall provide financing in accordance
with the terms set forth in Attachment A.

     5.  Compensation:  Subject to the compensation due Stewart
pursuant to Attachment A hereto, after the Venture's expenses
(including but not limited to all business expenses, the cost of
manufacturing and deployment of equipment, taxes, and government
licensing fees), net profits shall be divided as follows:


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         (a) all capital contributions of EMC shall be repaid, at
an annual rate of interest of 6%; and
         (b) after all capital contributions of EMC have been
repaid pursuant to Section 5(a) hereof, all further net profits
shall be divided as follows:  80% to EMC, 20% to Stewart.
     6.  Management of Venture:  EMC shall provide the day-to-day  management of
the  Venture's  business,  which may be delegated or assigned to a  professional
management company as EMC may deem fit. EMC shall use its best efforts to assist
Stewart  in  fulfilling  its  obligations  of the  Venture.  EMC shall also have
control over the finances of the  Venture,  including  but not limited to making
loan arrangements, and over strategic decisions affecting the Venture.

     7.  Licensing of Technology:  The Technology shall hereby be
licensed by Stewart to the Venture on a royalty-free, exclusive,
worldwide basis.  Upon termination of the Venture, EMC shall retain
a royalty-free, exclusive, worldwide license to exploit the
Technology.

     8.  Representations and Warranties:
         (a) EMC: EMC represents and warrants that: 1) it is a corporation  duly
organized,  existing, and in good standing under the laws of Delaware; and 2) it
is authorized  and empowered to perform each and all of its  obligations  as set
forth in this Agreement.
         (b) Stewart:  Stewart  represents  and warrants  that:  1) all entities
which have any control or proprietary  interest in the Technology are Parties to
this Agreement, and are duly organized, existing, and in good standing under all
applicable  laws; 2) Stewart is authorized and empowered to perform each and all
of its  obligations as set forth in this  Agreement;  3) Stewart owns all right,
title and interest in and to the  Technology  for all purposes  contemplated  in
this  Agreement,  and such rights are not subject to any third party claims;  4)
the  Technology as it currently  exists does not and as it is developed will not
violate the intellectual  property rights,  including but not limited to patent,
copyright, trade secret and trademark rights, of any other person or entity; and
5) the  Technology  is not  designed  to and will not be  designed to operate in
violation of any applicable law.
         (c) Mutual  Covenants:  Each Party represents and warrants to the other
that: 1) it is not currently  involved in, and has not been threatened with, any
litigation, government enforcement, or other action that would materially affect
its ability to perform its obligations under this Agreement;  and 2) performance
of its obligations  under this Agreement will not result in the violation of any
law or private agreement that would materially affect its ability to perform.

     9. Indemnification:  Each Party indemnifies the other and agrees to hold it
harmless  from and against any claim,  damage,  loss,  or  liability  (including
reasonable attorneys' fees) resulting from the breach of any of its obligations,
warranties, or representations under this Agreement.



<PAGE>



     10.  Resolution of Disputes:  The Parties agree to submit any
disputes arising under this Agreement to arbitration under the
rules of the American Arbitration Association in the State of
Nevada, City of Las Vegas.

     11.  Confidentiality:  Stewart  agrees to disclose  the  Technology  to the
Venture,  which the Venture shall maintain as a  confidential  and very valuable
business asset. Except as provided for in Section 2, the Technology shall not be
disclosed by either  Party to third  persons  unless (i) the Parties  agree that
such disclosure is necessary to effectuate the purposes of the Venture, (ii) the
information  disclosed is already in the pubic domain,  or (iii) such disclosure
is required by law. Any third  persons to whom such  disclosure is made shall be
required to execute an appropriate confidentiality agreement. The obligations of
confidentiality shall survive termination of this Agreement.

     12. Term:  The initial term of this Agreement shall be 25
years.  The Agreement may be renewed for successive 25 year terms
at the election of EMC.

     13. Termination:  The Venture shall be dissolved upon the
first of the following to occur:
         (a)  the mutual agreement of the Parties;
         (b)  the Agreement is terminated pursuant to Section 2
hereof;
         (c)  the Agreement is terminated pursuant to Section 3(a)
hereof;
         (d)  the Agreement is terminated pursuant to Section 12
hereof; or
         (e) a Party  commits a material  breach or  default of its  obligations
under this  Agreement,  such  breach or  default is not cured  within 30 days of
written  notice  thereof  by the other  Party,  and the other  Party  thereafter
provides  written  notice that the Venture will  terminate in 30 days.  Upon the
third such breach or default,  the other Party may terminate the Agreement  upon
30 days written notice,  without providing for a cure period. If, at the time of
termination,  there is any revenue from on-going  business,  such funds shall be
distributed  according to the formula set forth herein and so shall survive such
termination.

     14. Notice:  All notices under this Agreement shall be deemed
received on the day sent if delivered by facsimile, by the next
business day if delivered by overnight courier, and by five days
following the date of mailing if delivered by U.S. first class
mail.  All notices are to be sent to the following, as the Parties
may from time to time modify by written notice:

         If to EMC:
         Arnold P. Lutzker, Esq.
         Fish & Richardson, P.C.
         601 13th Street, N.W.
         Washington, D.C. 20005
         Phone: 310-551-0011


<PAGE>



         Fax  : 310-551-1942


         If to Stewart:
         William Luke Stewart
         1316 New Hampshire Avenue, N.W.
         Washington, D.C.
         Phone: _________________
         Fax  : _________________

     15.  Further  Agreements:  The  Parties  acknowledge  that  this  Agreement
constitutes  the initial  understanding  between them. They are all committed to
working diligently,  with their respective counsel,  towards the preparation and
execution of such further formal understandings to which they shall agree. Until
such time as these further  understandings  are  formalized  and executed,  this
Agreement and the terms and conditions hereof shall be binding and in full force
and effect.

     16. Miscellaneous:
         (a)  Severability:  If any provision of this Agreement is adjudged by a
court or other  governmental  body of competent  jurisdiction  unenforceable  or
invalid, the remainder of this Agreement shall continue in full force and effect
to the greatest extent permitted by law.
         (b)  Governing Law:  This Agreement shall be governed by
the laws of the State of Nevada, without regard to conflicts of
laws principles.
         (c)  No Waiver:  Failure by a Party to demand performance
of any obligation of the other Party shall not be deemed a waiver
of such non-performance.
         (d) Force Majeure: Failure of a Party to perform any of the obligations
required of it under this Agreement  shall not constitute a breach or default of
this  Agreement if such failure was caused by an event not within the control of
the Party,  including any acts of God, fire,  earthquake,  strike or other labor
dispute, riot, war, or terrorist act.
         (e)  Amendment:  This Agreement may be amended only by
a writing executed by both Parties.
         (f)  Entire Agreement:  This Agreement constitutes the
entire understanding of the Parties and any and all prior
agreements, understandings, or representations are hereby
terminated.
         (g)  Counterparts:  This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original.
     IN WITNESS  WHEREOF,  the Parties hereto have executed this Agreement as of
the date written above.

ELECTRIC MEDIA COMPANY, INC.        WILLIAM "LUKE" STEWART

By:  ____________________           By:  ____________________




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Title:  _________________           Title:  _________________


                                    STEWART WORLDWIDE FUSION
                                    TECHNOLOGIES CORPORATION


                                    By:  ____________________


                                    Title:  _________________



                                    TEXAS INFORMATION
                                    DEVELOPMENT COMMISSION,
                                    S.A.


                                    By:  ____________________

                                    Title:  _________________


67840.w11


<PAGE>




                       ATTACHMENT A


          FINANCING AND COMPENSATION DUE STEWART



I.  FINANCING FOR THE FIELD TEST

     The Parties  hereby  acknowledge  that EMC has provided or will provide the
Venture or Parties hereto with $760,000,  either partly or fully in cash or as a
line of  credit,  in order to  complete  the Field  Test of the  Technology,  as
follows:

     (a) December 1, 1996-January 28, 1997:

         Travel            :  $140,000 cash advance to Stewart
         Private Air       :  $80,000
         Equipment         :  $15,000
         Legal             :  $25,000

     (b) January 28, 1997    :  $150,000 for the Operating Budget
(set forth below and incorporated herein).  The cost items set
forth in the Operating Budget are acceptable to EMC and approved by
it.

     (c)  February  15, 1997 : Up to  $150,000.  Prior to the  disbursal  of any
portion of these funds,  Stewart shall provide EMC with invoices  which to EMC's
satisfaction  adequately  evidence  the  expenditure  of  amounts  for  approved
budgetary  items,  not  to  exceed  $100,000.  If  the  documentation   supports
expenditures  less than  $100,000,  Stewart  may carry the  balance to  $150,000
forward to the next payment period.

     (d) March 6, 1997 : Up to $100,000.  Prior to the  disbursal of any portion
of  these  funds,  Stewart  shall  provide  EMC  with  invoices  which  to EMC's
satisfaction  adequately  evidence  the  expenditure  of  amounts  for  approved
budgetary  items,  not  to  exceed  $100,000.  If  the  documentation   supports
expenditures  less than  $100,000,  Stewart  may carry the  balance to  $100,000
forward to the next payment period.

     (e) March 15, 1997 : Up to $150,000.  Prior to the disbursal of any portion
of  these  funds,  Stewart  shall  provide  EMC  with  invoices  which  to EMC's
satisfaction  adequately  evidence  the  expenditure  of  amounts  for  approved
budgetary items, not to exceed $150,000.

II.  FINANCING AND COMPENSATION DUE STEWART AFTER SUCCESSFUL
     COMPLETION OF THE FIELD TEST

     Upon EMC's  acknowledgement of the successful  completion of the Field Test
under the terms of Section 3(a) above:


<PAGE>



     (a) EMC shall arrange for financing to purchase up to
$1,500,000 for equipment for the El Rancho Demonstration.  All
equipment shall be financed on an actual cost basis without any
markup;

     (b) Stewart  shall  receive from EMC 500,000  shares of  restricted  common
stock in Las Vegas Entertainment Network ("LVEN"); and

     (c)  Stewart  shall  receive  $300,000  per  month  as an  advance  against
Stewart's share of future Venture net profits, such advance to be payable on the
fifteenth day of each month and used for accountable  developmental  expenses as
invoiced in a form  acceptable to EMC for or by third party  vendors,  beginning
with the first full month upon the successful  completion of the Field Test. EMC
shall not be obligated  to make any monthly  payment  until it has  acknowledged
satisfactory  completion  of the Field Test.  All advances to Stewart,  together
with  interest on such  advances  compounded at the rate of six percent (6%) per
annum,  shall be recouped by EMC out of  Stewart's  share of Venture net profits
under  Section  5(b)  hereof.  The amount of net profits  due  Stewart  shall be
deposited  directly by the Venture to EMC's  account,  until all such  advances,
plus accrued  interest  shall have been  repaid.  Once  Stewart's  account is in
equilibrium  (that is, advances equal earned net profits,  plus  interest),  EMC
shall  distribute  to Stewart on a quarterly  basis a draw based on its share of
net profits.

     (d) In  addition  to the shares of EMC set forth in II (b),  Stewart  shall
receive 500,000 shares of restricted  common stock in LVEN for each  $10,000,000
of LVEN net revenue (after expenses and taxes)  generated by LVEN's  manufacture
and sale of equipment  utilizing  the  Technology  (the  "Device") and by LVEN's
distributed  share of  equity of EMC's  net  profits  as  defined  by  generally
accepted principles of accounting consistently applied; provided,  however, that
Stewart's  total of  restricted  common stock of LVEN  generated by net revenues
shall not exceed Five Million Five Hundred Thousand (5,500,000) shares. All LVEN
shares issued to Stewart shall be subject to and reduced by any reverse split or
other  reclassification  of LVEN  stock and shall be  registered  in any  public
offering as agreed to by the parties and by the participating underwriters.

     (e) In addition to the shares of LVEN,  as a bonus,  Stewart  shall receive
$6.50 per installed device, which is operating and revenue producing to EMC.

     (f) Stewart  shall also be entitled to receive a bonus of one percent  (1%)
of such  revenue  which EMC  actually  receives  as a result  of new  commercial
revenue producing contracts provided by Stewart.



<PAGE>



                     OPERATING BUDGET

Scientific/Engineer Group, includes
special housing  costs, fees, local
transportation, etc.                                $90,000

Security, vehicles, project administration and
development for above                                 $55,000

Logistics and support, including lobby and
geographic support and attendant administration       $35,000

Consultant fees for above                             $20,000

G & A, temporary and permanent clerical and support staffing, project overnight,
purchasing,  management,  information  system  (MIS)  and  information  services
$100,000


<PAGE>


                       ATTACHMENT B

                     FIELD TEST AGENDA

     The "El Rancho"  Field Test Agenda shall  include as its  primary,  but not
exclusive,  purpose,  the  creation  of a live,  real-time  test  using the same
equipment  and  methods,  which will be used in  Guatemala  to  demonstrate  the
capability  of the El Rancho's and the  surrounding  ten hotels'  power grids to
deliver by means of such power grids the following:

         1.  A  minimum  of  twelve  (12)   distinct   Devices,   receiving  and
retransmitting  video  signals on twelve (12)  distinct  video  channels  (video
signals to be supplied by EMC VHS tape);

         2. All  channels  delivered  by the local Las Vegas  cable  system on a
subdivided thirteenth (13th) channel; for purposes of this Agenda, the number of
cable channels is estimated to be fifty-two (52);

         3. A telephony  demonstration,  whereby the Devices can place telephone
calls to each other and to any other telephone number worldwide.

     The only  connections  required by the  Devices  shall be to any A/C outlet
within the El Rancho Hotel or surrounding ten hotels.

     This Agenda  constitutes an initial draft  statement of the purposes of the
Field Test and may be modified  or added to by EMC,  with  Stewart's  reasonable
acceptance,  by sending written notice to Stewart at any time hereafter,  but in
no event less than five (5) days prior to the start of the El Rancho Field Test.


67840.w11
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