120298


                           ZiLOG and World CallNet Inc.
                       Development and Marketing Agreement

THIS  Agreement is made effective  this 2nd Day of December,  1998  (hereinafter
"Effective  Date", by  and between ZiLOG.  Inc., a Delaware Corporation having a
place of bustness at 910 East Hamilton Avenue,  Campbell,  CA 95008,  ("ZiLOG")
and  General  American  Royalty  Inc, a corporation  having a place of business 
at One-energy Square, Suite 717, 4925 Greenville Avenue, Dallas Texas 75206

                                    Recitals


a)  General  American  Royalty,  Inc.  has  accquired  WorldWide  Communications
    Holdings Ltd., a  privately  held UK business (WWCH) as a means to establish
    WWCH as a US business.  WWCH  and  General  American Royalty, Inc. are to be
    renamed  "World CallNet Inc." at a  future  date.  This  Agreement  is  made
    between ZiLOG and  General  American  Royalty  Inc. at this time.  Once WWCH
    and General American  Royalty  Inc. changes its name, the parties intend  to
    permit the assignment of this Agreement to World CallNet Inc. ("WCI").
    Approval of such assignment will not unnecessarily be withheld.  
      

b)  WCI (a  subsidiary of WWCH] is a  telecommuications, electronics design, and
    licensing company,  and innovator of internet server based  applicatians for
    consumer use with home entertainment electronic equipment using  TV displays
    and both telephone, cable and broadcast audio-video delivery.

c)  ZiLOG  inc.  ("ZiLOG")   is  a  semiconductor  manufacturer  experienced  in
    manufacturing low cost contollers  and consumer  integrated circuits used in
    TV on screen dsplays ("OSD"), keyboard, mouse and wireless pointing device 
    awlicaffons.

d)  WCI would benefit from having  integrated circuit  controllers  and complete
    solutions  available to customers through each, party's distribution, sales,
    advertising, press rehases and marketing litora(uro.

e)  ZiLOG would benefit from having WCI applicabion software, hardware, hardware
    configuration, thin client and remore server technology being  available  to
    ZiLOG product end users and equipment manufacturing customers.

f) Each party would benefit from a cooperaSive merchandising  and sales  program
   endorsing the other parties products.


                                       1



<PAGE>


                                                                          120298

NOW THEREFORE,  in  consideration  of the premises and of the mutual covenants
hereafter set forth, the parties agree as follows:

1.0. Definitions

1.1. "Product" shall mean the ZiLOG integrated circuits used to implement MailTV
     and other applications.

1.2. "WCI  Products"  shall mean  application  software,  services  and  related
     hardware needed to uperate or use such software and/or seNices.

1.3. "MAILTV" shall mean the email service  application as  demonstrated  by WCI
     from an  internet  server  accessed  in the home on a  television  using an
     on-screen display controller and modem circuit

1.4. "MailTV Application Development Board" shall mean the hardware as described
     and specifed in Exhibit A using ZiLOG  on-screen  display and modem drcuits
     and any future revisions and updates.

1.5. "MailTV   Production  Module   Specifications"   shall  mean  the  hardware
     description  and  drawings and ZiLOG on- screen  display and modem  circuit
     Products  that will be developed by and for customers  after  evaluation of
     the  MailTV  Application  Development  Board  during  the  course  of  this
     agreement and attached as Exhibit B.

1.6. "Joint  Applications" shall mean subsequent  applications jointly developed
     by use of WCI software and services and ZiLOG integrated circuits.

1.7. "WCI"  Industrial  Property  Rights"  or WCI  Technology"  shall  mean  all
     inventions, know how, hardware,  software,  firmware, assembly technigques,
     whether or not  patentable,  embodied  in or utilized  in  connection  with
     MailTV, including any patents,  trademarks,  trade names, copyrights, trade
     secrets, maskworks, or other intangible property rights.

1.8. "ZiLOG Industrial  Property Rights" or "ZiLOG  Technology" shall mean ZiLOG
     integrated  circuit  Products  and  all  inventions,  know  how,  hardware,
     software, firmwere assembly techniques, whether or not palentable, embodied
     in or utilized in  connection  with such  Products,  induding  any patents,
     trademarks,  trade names,  copyrights,  trade secrets,  maskworks, or other
     intangible property rights.

1.9. "Confidontial Information" shan mean information related to "WCI Techndogy"
     or ZiLOG  Products and knowhow owned or controlled by either party which is
     disclosed,  directly  or  indirectly,  to the other  party  pursuant to the
     provisions of this Agreement, except:

                                       2

<PAGE>


                                                                          120298

o    Information which, at the time of disclosure, is in the public domain;

o    Information  which after the time of  disclosure  is published or otherwise
     becomes part of 1he public domain through no fault of the receiving  party,
     but only to the extent it is  published  or  otherwise  becomes part of the
     public domain;

o    Information  that the receiving party can show was in its possession at the
     time of disclosure and was not acquired, directly or indirectly,  from, any
     party under an obligation of confidence;

o    Information which was received without resitriction on use or disclosure by
     the  receiving  party after the time of disclosure  hereunder  from a third
     parry who did not acquire  it,  directly  or  indirectly,  from ZiLOG w WCI
     under an oblicalion of confidence; or

o    Information  independently developoed by the employees of ZiLOG, WCI, or an
     independent  consultant for ZiLOG or WCI who has not been exposed to or had
     access to the Confidential Information.

2.0. Apptications Cooperation

     ZiLOG and WCl shall cooperate to develop  customers who will use co-branded
     WCI Tecnology and Products. The first applications shall be:

2.1. MailTV,  an e-mail  service using TV on screen  display of e-mail  obtained
     from remote internet  servers via dial-up phone  connection by the user and
     controlled by the user on a TV remote controller of keyboard. 

2.2. Tele-mail,  an e-mail  service  using a keyboard  with remote tone  dialing
     access to teletext based e-mail.

2.3. Other services to be announced,  that will be mutually agreed in writing by
     and between W0l and ZiLOG.  The parties will  cooperate  to evaluate  Joint
     Applications  and Products  that will prove  mutually  beneficial.  Neither
     party shall be obligated to develop any  application  that is not deemed to
     be in its best economic interest.

3.0. Development Agreement

     If the parties decide to develop Joint Application(s), they shall cooperate
     in the development of Products,  hardware,  firmware and software necessary
     to complete the Joint Applications.

                                        3


<PAGE>


                                                                          120298

3.1. ZiLOG and WCI shall first build 50 Development application boards for Other
     Equipment  Manufacture  ("OEM")  customer use with  televisions and set-top
     boxes to implement  MailTV  prototypes as described in Exhibit A. The tasks
     to be  performed  by each party are set forth on Exhibit A. WCI shall first
     assist ZiLOG in building 10 demonstration  Mail TV platforms using existing
     ZiLOG OSO controller  circuits Z903XX and modem controllers  Z0220X in time
     for January 6 CES in Las Vegas.  A subsequent  40 boards shall be built for
     customer  demonstrations by ZiLOG. The development tasks to be performed by
     each party are set forth on Exhibit A.

3.2. WCI will also  develop  a  production  quality  MailTV  application  module
     reference  design and a  production  quality  set-top box module  reference
     design  suitable for WCI and ZiLOG's  initial  customer  reqirements and to
     mutually agreed  specifications to be defined with ZiLOG's  customers.  WCI
     will discuss the prototype design  modifications  with, ZiLOG cusbomers who
     wi11 be  introduced  to WCI by ZiLOC during the initial three months of the
     Agreement.   ZiLOG  will   subequently  be  able  to  manufacture  or  have
     manufactured  and  market  modified  versions  of these  module  designs to
     satisfy future market requirements.

3.3. ZiLOG shall pay WCI thirty-five  dollars  ($35,000) per month for three (3)
     months for  timely and  acceptable  development  of the MailTV  application
     according  to the  deliverables,  schedules  and  milestones  contained  in
     Exhibits C and D attached to this agreement.

3.4. The parties  shall  define new Joint  Applications  and agree in writing to
     development foes, deliverables,  schedules and milestones therefore.  These
     shall be documented in New Exhibits to this  Agreement or in new agreements
     as the parties may deem appropriate.

3.5. ZiLOG at its sole  option  shall  invest  in new  integrated  circuits  and
     provide customized controllers for WCI apptiications as the customer demand
     is developed and reasonable payload can be defned.

4.0. WCI Services and Marketing

4.1. WCI shall  provide  MailTV  service  through third party  agreemnents  with
     worldwide telephone service providers and internet Service Provider ("ISP")
     server and modem rack suppliers  such that MailTV  services can be reliably
     provided  to large  numbers  of  customers,  as a minimum  in agreed  major
     European countries.

4.2. Existing  third  party  agreements  as  described  in 4.1 shall be provided
     confidentially  to ZiLOG prior to the execution of this final agreement and
     future such  agreements  shall be so provided to ZiLOG on an ongoing  basis
     thereafter.

                                        4

         



<PAGE>


                                                                          120298

4.3  The MailTV  service shall first be  established  in the U. K. ZiLOG and WCI
     shall  merchandize  and  develop  regions  beyond the initial UK and German
     markets, soon thereafter.

4.4. If WCI has not  eatablished,  does not wish or is no longer able to support
     MailTV  services  in  territories  where  ZiLOG  wishes  to  market  MailTV
     solutions.  WCI agrees to allow ZiLOG to sublicense WCI server based e-mail
     technology  to thitd party ISP's to  establish  such  services.  Sublicense
     agreements  shall be negotiated by ZiLOG and approved  through WCI to allow
     implementation of or continuation of such services

4.5. ZiLOG  will be  exclusively  marketed  and  co-branded  by WCI as the  chip
     supplier of choice for all application  appliances and rernote  controllers
     as long as ZiLOG provides suitable components for WCI applications.

4.6. ZiLOG shall  introduce  WOl to its TV and set-top box customers and jointly
     present the WCI applications  through direct sales visits and merchandizing
     programs to be defined.

4.7. ZiLOG and WCI shall establish  MailTV as a brand name during  merchandising
     of both the Mainv application services and ZiLOG MailTV integrated circuits
     used in the appliances and remote controllers.

5.0. Remuneration from developed Services

5.1. WCI shall pay ZiLOG a twenty five (25) percent share of all WCI MailIV call
     revenue  each  year to  repay  investment  by  ZiLOG  in  chips,  hardware,
     marketing and application  support.  ZiLOG will then  incentivize  customer
     OEMs  building  the,  appication  hardware  and agrees to aharing this call
     revenue. MailTV OEMs shall typically receive from ZiLOG a low percentage no
     less than 5 percent of the call revenue even when not using ZiLOG's chipset
     or a higher  percent  if they do.  This is to  ensure  promotion  of MailTV
     business with OEM customers should ZiLOG circuits be suitable or not.

5.2. Payments  shall be made within thirty (30) days of the end of each calendar
     quarter  with a report  indicating  total call  revenue,  WCI call  revenue
     income and  percent,  and ZiLOG 25  percont  amount by brand  service  call
     account number.

5.3. Similar renuneration  payments from WCI to ZiLOG and ZiLOG to OEMs Shall be
     nogotiated on new apptications and services as they are implemented.

                                        5

               



<PAGE>


                                                                          120298

4.   Remuneration  to ZiLOG after  termination of this agreement  shall continue
     where  ZiLOG  products  and  technology  are or  were  contributing  to the
     original success of WCI services.

6.0. Rights

6.1. ZiLOG shall retain  ownership  of all its own  Industrial  Property  Rights
     whether  incorporated in the Product or not. WCI shall retain  ownership of
     all its own Industrial  Property Rights whether  incorporated in the MailTV
     application  development  boards or  production  modules or not. WCI agrees
     that the ZiLOG  Industrial  Property  Rights to the  Product  are and shall
     remain the sole  propertyof  ZiLOG.  ZiLOG  agrees that the WCI  industrial
     Property Rights are and shall remain the sole property of WCI.

6.2. ZiLOG is licensed under WCI Industriai  Proporty  Rights to markot products
     relying on WCI Technology.

6.3. ZiLOG  is  licensed  to use but not sell WCI  application  source  code for
     customer support and further development of prouction,  reference design or
     prototype hardware.

7.0. Warranties

7.1. ZiLOG MAKES NO WARRANTY,  EITHER EXPRESS,  IMPLIED OR STATUTORY, IN RESPECT
     OF THE PRODUCT OR THE PERFORMANCE THEREOF,  INCLUDING,  WITHOUT LIMITATION,
     MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE.

7.2. WCI warrents that it is not aware of any actual or claimed  infringement of
     a third party's  intellectual  property  rights by the design of the MailTV
     software or use of WCI Technology.

8.0. General Terms

8.1. ZiLOG and WCI shall explore the opportunity for ZiLOG to furthur assist WCI
     through  investment  in WCI  preferred  stock.  This shall be  discussed at
     ZiLOG's option during the initial three month's of this Agreement.

2    ZiLOG and WCI shall jointly  develop new business  opportunities  through a
     co-branded  marketing and  merchandizing  program to be defined  within the
     acceptable limits for each,  company and that will be mutually  negotiated.
     Joint  participation with  demonstrations and press releases either before,
     during or after CES  (Consumer  Electronics  Show in Las  Vegas) in January
     1999 is anticipated.

                                                                    
                                       6

<PAGE>


                                                                          120298

8.3. Either party without the prior written  censent of the other party may make
     no announcements or disclosures of any kind regarding this Agreement or the
     subject matter thereof.

8.4. All notices with respect to this Agreement  shall be sent to the respective
     parties at the following addresses:

     To ZiLOG:                           To WCI:
     Mr. Richard Pickard, Esq.           Mr. Keith Goodyer
     General Counsel                     VP Engineering
     ZILOG, Inc.                         WCI
     910 East Hamilton Avenue            Brecon House
     Campbell CA 95008                   Meridian Gate
                                         207 Marsh Wall
                                         London E14 9YT

8.5  The term of this  agreement  is  initially  set for a three year period and
     will be  automatically  renewable  in annual  increments  unless  requested
     otherwise by both parties.

8.6. This Agreement shall be governed by the laws of the State of California and
     any dispute between the parties arising out of or relating to the Agreement
     will be  determined  by binding  arbitration  in San Jose,  Aalifornia  and
     judgment upon any arbitrtion  awrd may be entered in any court of competent
     jurisdiction.  A  single  arbitrator  shall  hold the  arbitration.  If the
     parties  within 20 days agree upon the  arbitrator,  then they shall follow
     CCP#1281.6  to appoint  arbitrator.  The parties  shall agree upon rules to
     govern the  arbitration  process.  If the parties  cannot  agree upon rules
     within 20 days after  argitration  has been demanded by either party,  then
     the substantive and procedural rules then used by the American  Arbitration
     Assiciation  ("AAA") shall be adopted for the purposes of this arbitration.
     The  application  of these  rules  shall not cause AAA in any way to become
     involved in the arbitration.  The party prevailing in the arbitration shall
     be entitled to a reasonable sum for  attorney's  fees and costs in addition
     to other relief that may be granted.  The  arbitrator  shall  determine the
     amount of attorney's  fees and costs that shall be awarded.  All agreements
     or controversies  arising out of or in any matter related to this Agreement
     shall be  brought  within one (1) year after  said  claim,  controversy  or
     disagreement arises or be forever barred.
 
8.7. This  Agreement  may be  terminated  forthwith by either party upon written
     notice to the other in the event  that an uncured  breach of the  agreement
     after  notification of breach,  by more than 90 days occurs or the other is
     adjudicated bankrupt or insolvent by any court of competent jurisdiction or
     trustee in any proceeding in a court of competent jurisdiclion.

                                        7

                                                                         


<PAGE>


                                                                          120298

8.8  The remdles  provided  herein are the parties' sole and exclusive  remedies
     for any action arising out of or in connection with this Agreement. Neither
     party will be liable  for any  direct,  indirect,  special,  incidental  or
     Consequential damages,  whether based in contract, tort, or any other legal
     theory.  In  addition,  neither  party will be iiabie  far lost  profits or
     injury to goodwill for any delay or nonperformance, even if they shell have
     been advised of the possbility of it.

8.9. This  Agreement  includes the entire  agreement of the parties  hereto with
     respect to the subject matter hereof,  supersedes all prior communications,
     representations,  promises or statements either written or oral, including,
     but net limited  to,  quotations,  purchase  orders,  acknowledgements  and
     agreements,  whether  written,  or oral  relating  thereto,  and may not be
     modifed or ammended except by a writing signed by the parties hereto.

8.10.This  Agreementmay  be  terminated  fortwith by either  party upon  written
     notice tothe other in the event that the other is  adjudicated  bankrupt or
     insolvent  by  any  court  of  Competent  jurisdiction  or  trustee  In any
     proceeding  in any ccour of competent  jurisdiction.  After  expiration  or
     termination  of  this  Agreement,   the  following  sections  induding  all
     subsections  contained therein sha11 survive:  1, 3.5, 4.2, 4.4, 5.4, 6, 7,
     8.1, 8.3. 8.4, 8.6, 8.7, 8.8, 8.9, Exibits A and B.

IN WITNESS  THEREOF,  each of the parties has signed this Agreement as of the
date first set forth above:


          ZiLOG, Inc.                        World CallNet Inc.



     By  /s/ Ayden Koc                  By /s/ Paul Goodman-Simpson
         -----------------------           ------------------------

             Ayden Koc                         Paul Goodman-Simpson
         -----------------------           ------------------------
             Printed Name                      Printed Name

          Sr. VP & GM, Home                    President & CEO
         ----------------------            ------------------------
             Title                                 Title
            Entertainment











                                       8



<PAGE>

                                                                          120298
                                    Exhibit A
                      MailTV Application Development Board
                               And Specifications


A single board comprising of three separable distinct sections

          a)   MailTV  application  board  with  population  options  for Z903XX
               EEPROM based  on-screen  display  cantroller and the Z02205 modem
               controller snd extemal SRAM.
          b)   Data  Access  Arrangement  (DAA)  suitable  for CBT21 FCC Part 68
               European Type Approval including the ZiLOG 702201 modem datapump.
          c)   Utility  board that  includes a PAL/NTSC  encoder and IR receiver
               with a power supply unit.

Each circuit can be used in isolation or in combinatian  with the other circuits
in order to provide:

          a)   Demonstration of MailTV within a TV set.
          b)   Demonstration of MailTV on a TV from, an extemal set-top tox.

          c)   A physical  platform to allow for  initial  and ongoing  software
               development and user interface custamization by clients.

Actions to complete prototypes:                                        Due Date

 1.     ZiLOG to provide WCI with 100 units of each integrated        12/15/98
        circuit used In the Application Development Board.

 2.     ZILOG to provide 60 remote controllers as used with           12/15/98
        ZiLOG's set-top boxes.

 3.     WCI to complete 1O Applicatin Development Boards for          12/23/98
        ZiLOG use al CES in January 1999.

 4.     WCI to complete 40 Applicatien Development Boards for         1/30/99
        ZiLOG and ZiLOG custom~ use

 5.     WCI to provide ZiLOG with Application Development Board       12/15/98
        specifications that shall be periodically updated as required.









                                        9

<PAGE>

                                                                          120298

                                    Exhibit B
                     MailTV Production module specifications

ZiLOG and WCI will discuss the design  parameters  for customer  prototypes  and
production  modules.  Specifications  for  production  versions of both a MailTV
application  module and and set-top  reference  application board module will be
finalized  based on input from ZiLOG and its  customers and shall be attached to
this  agreement as Exhibit B before  completion of the  anticipated  three month
development  program.  These designs shall represent the acceptable and reliable
implementntion  of WCI  technology  and ZiLOG  integrated  circuits  for  MailTV
application.  These  designs shall be updated from time to time by WCI and ZiLOG
as necessary to implement MailTV or ZiLOG circuit updates or bug fixes necessary
in the original MailTV application.

 Actions to produce production modules:                                Due Date

 1.     ZiLOG to Introduce customers to WCI                              TBS

 2.     WCI to work with customers to complete production versions       TBS
        of the Application Development board designs.

 3.     Final documentation from first customer product changes to       TBS
        be delivered to ZiLOG.





                                       10

 


<PAGE>

                                                                          120298
                                    Exhibit C
                         Ssatement of Work and Schedule

                        Milestone                                Completion Date

   1.   WCI is to provide  1O  Application  Development  boards       12/23/98
        with Z02205 Modem  Controllers  in sockets as an option
        with  suitable  software  for  CES   demonstrations  on
        January 8, 9 and 10


   2.   WCI is to provide  40  Application  Development  Boards       1/30/99   
        with  software  that  does  not  use the  Z02205  modem
        controller but does use the Z02201 datapump chip.

   3.   WCI is to provide 10 application  production  reference       2/15/99
        modules and software for use by ZiLOG inside TV's.

   4.   WCI is to provide 10 set-top box reference  modules for       2/15/99
        use by ZiLOG.

   5.   ZiLOG is to assist with CBT21/CE Type approvals               TBS

   6.   ZiLog is to assist with FCC 15/68 Type approvals              TBS

   7.   ZiLOG is to prepare Datasheets for Modules and set-top        TBS
        box reference designs.

   8.   ZiLOG is to prepare marketing  materials to be fnalized       TBS
        with WCI Input and approval.








                                       11



<PAGE>


                                                                          120298

                                    Exhibit D
                            Deliverables and Payments

Upon  signature of this  agreement and on or before  December 2 1998 ZiLOG shall
pay WCI the first of three  monthly NRE  payments of 35,00Q US dollars in return
for completion of milestones as contained in Exhibits A, B, and C.

It is  anticipated  that  customer  funding will be acquired  beyond the initial
development  plan  intended  to  produce  capable  demonstration  units of ZiLOG
integrated  arcuits running the WCI MailTV  application code and will contribute
towards the completion of production reference module designs.

ZiLOG shall  contribute  reasonable  resources  to assist in the assembly of the
Application  Development  Both  demonstration  units  and  production  reference
modules.  Assistance shall indude use of ZiLOG emulators,  One Time Programmable
("OTP")  devices,  worstations  and  personnel as will be defined to  reasonably
develop the units as defined in Exhibits A and B.















                                       12