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                        SOFTWARE REMARKETING AGREEMENT

                                    BETWEEN

                     ELECTRONIC DATA SYSTEMS CORPORATION

                                      AND

                               TM CENTURY, INC.




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                             TABLE OF CONTENTS
                                   FOR
                       SOFTWARE REMARKETING AGREEMENT

                                                                       PAGE
ARTICLE I.    AGREEMENT, TERM AND DEFINITIONS........................... 1

1.1 Agreement, Term and Limited Exclusivity............................. 1
1.2 Certain Definitions................................................. 2

ARTICLE II.   PURCHASE ORDERS........................................... 3

2.1 Preparation of Purchase Orders...................................... 3
2.2 Issuance and Acceptance of Purchase Orders.......................... 4
2.3 Purchase Order Alterations.......................................... 4
2.4 Cancellation of Purchase Orders..................................... 4

ARTICLE III.  PROVISION OF LICENSED SOFTWARE AND SERVICES............... 4

3.1 General............................................................. 4
3.2 Delivery of the Licensed Software................................... 4
3.3 Further Acts........................................................ 4
3.4 Remarketing of Licensed Software by SUPPLIER........................ 5
3.5 Time of Performance................................................. 5

ARTICLE IV.   PROVISION OF LICENSED SOFTWARE............................ 5

4.1 Acceptance of Licensed Software..................................... 5
4.2 Grant of License.................................................... 6
4.3 Ownership of Licensed Software...................................... 6
4.4 Proprietary Markings................................................ 6
4.5 Duplication of Documentation........................................ 6
4.6 Non-Disclosure...................................................... 6
4.7 Licensed Software Support Service................................... 7
4.8 Termination of Software License..................................... 7
4.9 Discontinuance of Licensed Software................................. 7
4.10 Licensed Software Loading.......................................... 7

ARTICLE V.    WARRANTIES, INDEMNITIES AND LIABILITIES................... 7

5.1 Warranty............................................................ 7
5.2 Proprietary Rights Indemnification.................................. 8
5.3 Disclaimer.......................................................... 9
5.4 Limitation of Liability............................................. 9
5.5 Survival of Article V............................................... 9

ARTICLE VI.   PAYMENTS TO EDS........................................... 9

6.1 Charges, Prices and Fee for Licensed Software and Services.......... 9
6.2 Payment Through Invoicing........................................... 9
6.3 Taxes...............................................................10

ARTICLE VII.  TERMINATION...............................................10

7.1 Termination For Cause...............................................10
7.2 Termination For Insolvency or Bankruptcy............................10
7.3 Termination For Non-Payment.........................................10


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                                                                       PAGE

ARTICLE VIII. MISCELLANEOUS............................................ 11

8.1 Binding Nature, Assignment, and Subcontracting..................... 11
8.2 Confidentiality.................................................... 11
8.3 Media Releases..................................................... 11
8.4 Notices............................................................ 12
8.5 Force Majeure...................................................... 12
8.6 Severability....................................................... 13
8.7 Dispute Resolution................................................. 13
8.8 Waiver............................................................. 13
8.9 Remedies........................................................... 13
8.10 Survival of Terms................................................. 13
8.11 GOVERNING LAW..................................................... 13
8.12 Entire Agreement.................................................. 14




                           LIST OF EXHIBITS



                               EXHIBIT A

                        FORM OF END USER LICENSE



                               EXHIBIT B

                 DESCRIPTION, CHARGES, PRICES, AND FEES





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                         SOFTWARE REMARKETING AGREEMENT

     THIS SOFTWARE MARKETING AGREEMENT (the "Agreement"), dated February 9,
1996 (the "Effective Date"), is between TM CENTURY, INC., a Delaware
corporation ("SUPPLIER"), and ELECTRONIC DATA SYSTEMS CORPORATION, a Texas
corporation ("EDS").

                             W I T N E S S E T H:

     WHEREAS, SUPPLIER desires to have the right to obtain certain products
and services from EDS from time to time for the purpose of distribution to
SUPPLIER customers; and

     WHERAS, EDS, is willing to provide products and services to SUPPLIER in
accordance with the terms and conditions set forth in this Agreement;

     NOW, THEREFORE, in consideration of the premises, and other good and
valuable consideration received and to be received, EDS and SUPPLIER hereby
agree as follows:

ARTICLE 1.  AGREEMENT, TERM AND DEFINITIONS

1.1  AGREEMENT, TERM AND LIMITED EXCLUSIVITY.  The parties agree that the
     terms and conditions of this Agreement apply to the provision of Licensed
     Software and Services (as later defined) to SUPPLIER by EDS.  The term of
     this Agreement commences on the Effective Date and the Agreement shall
     continue to be in effect until December 31, 2000, or until earlier
     terminated by either party as set forth in this Agreement.

     EDS agrees that for one year after the Effective Date, SUPPLIER shall
     have the exclusive right to distribute and sublicense EDS' Vamos/Costar
     Software, including any enhancements, translations, modifications, updates
     releases or other changes thereto, to radio stations located in the United
     States (Including United States territories).  EDS further agrees that, for
     the second and succeeding contract years during the term of this Agreement,
     SUPPLIER shall have the United States (including United States territories)
     if, in the preceding and each prior contract year of the term of this
     Agreement SUPPLIER has made payments to EDS, for computer hardware,
     Licensed Software and Services under the provisions hereof, of
                                                 or more.  EDS agrees that, for
     each period during which SUPPLIER has the exclusive distribution rights
     provided in this Section, EDS shall not, directly or indirectly, sell,
     license or distribute the Vamos/Costar Software, or authorize or permit any
     other person or entity to sell, license or distribute the Vamos/Costar
     Software, to radio stations, in the United States (including United States
     territories) other than through SUPPLIER pursuant to this Agreement.

     The foregoing agreement to treat Supplier as an exclusive distributor
     applies only to (i) Vamos/Costar Software which is distributed to (ii)
     radio stations that (iii) are located in the


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     United States (including United States territories); is not effective after
     the first contract year unless the foregoing payment conditions are met;
     and is not applicable to any other Licensed Software or Services.  Further,
     in no event shall EDS be prevented from selling, licensing or distributing
     the Vamos/Costar Software, either directly or indirectly, to networks.

1.2  CERTAIN DEFINITIONS.  The following definitions shall apply to this
     Agreement.

    (a)  "Applicable Specifications" means the functional, performance,
         operational, compatibility, and other specifications or characteristics
         of the Licensed Software described in applicable Documentation and such
         other specifications or characteristics of the Licensed Software agreed
         upon in writing by the parties.

    (b)  "Documentation" means user guides, operating manuals, education
         materials, product descriptions and specifications, technical manuals,
         supporting materials, and other information relating to the Licensed
         Software or used in conjunction with the Services, whether distributed
         in print, magnetic, electronic, or video format, in effect as of the
         date the Licensed Software is shipped, or the Service is provided, to
         SUPPLIER or an End User.

    (c)  "Employee" means those employees, agents, subcontractors, consultants,
         and representatives of EDS provided or to be provided by EDS to perform
         Services pursuant to this Agreement.

    (d)  "End User" means customers or affiliates to which SUPPLIER distributes
         or provides Licensed Software as permitted under this Agreement.

    (e)  "Licensed Software" means computer programs identified in Exhibit B,
         attached hereto, that are provided or to be provided by EDS pursuant to
         this Agreement.  The definition of Licensed Software also includes the
         "Dongel" (encryption device), and any enhancements, translations,
         modifications, updates, releases, or other changes to Licensed Software
         which are provided or to be provided as part of EDS' performance of
         warranty Service obligations or support Services pursuant to this
         Agreement.

   (f)   "Services" means the support and warranty services, provided or to be
         provided by EDS pursuant to this Agreement.

   (g)   "Territory" means the United States, United States territories, and
         other geographic locations as mutually agreed to in writing.  Each
         geographical location other than the United States and its territories
         shall be dealt with separately, and the provisions of this Agreement
         shall not apply to any such other geographical location unless agreed
         to in writing by the parties hereto.

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                        ARTICLE II.  PURCHASE ORDERS


2.1  PREPARATION OF PURCHASE ORDERS.  EDS agrees that computer software programs
     and services which EDS generally makes available to other customers
     shall be made available to SUPPLIER and, upon the issuance by SUPPLIER
     of a purchase order therefor, shall be deemed to be Licensed Software
     and Services under the terms and conditions of this Agreement.  SUPPLIER
     may request information about computer software programs and services in
     order to prepare purchase orders and EDS shall promptly provide to
     SUPPLIER, at no charge, sufficiently detailed information which is
     responsive to SUPPLIER's request.  From time to time and/or at
     SUPPLIER's request, EDS shall provide written information to SUPPLIER
     about computer software programs and services, and new releases,
     versions or options related thereto, available or to be available from
     EDS.

2.2  ISSUANCE AND ACCEPTANCE OF PURCHASE ORDERS.  References in this Section to
     purchase orders also apply to alterations to Purchase Orders (as later
     defined in this Section).  The following governs the issuance and
     acceptance of purchase orders under this Agreement:

     (a) SUPPLIER may issue to EDS written purchase orders identifying the
         Licensed Software and Services SUPPLIER desires to obtain from EDS.
         Each purchase order may include other terms and conditions
         applicable to the Licensed Software and Services ordered; such other
         terms shall be consistent with the terms and conditions of this
         Agreement, or shall be necessary to place a purchase order, such as
         billing and shipping information, required delivery dates,
         installation locations, and Charges (as later defined in this
         Agreement).

     (b) EDS shall promptly accept purchase orders by providing to SUPPLIER a
         written or an oral acceptance of such purchase order, or by
         commencing performance pursuant to such purchase order.  EDS shall
         accept purchase orders which do not establish conflicting terms and
         conditions from those set forth in this Agreement or establish new
         terms and conditions other than those contemplated by Section
         2.2(a).  EDS shall also accept purchase orders incorporating terms
         and conditions which have been separately agreed upon in writing by
         the parties.

     (c) EDS may reject a purchase order which does not meet the conditions
         described in subsection (b) above by promptly providing to SUPPLIER
         a written explanation of the reasons for such rejection.  EDS shall
         accept an alteration to the originally issued purchase order if such
         alteration remedies the items set forth in EDS' written rejection.

     Purchase orders accepted in accordance with this Section are referred to
     as "Purchase Orders".  EDS shall have no responsibility or liability for
     Licensed Software or Services provided without a Purchase Order.

2.3  PURCHASE ORDER ALTERATIONS.  SUPPLIER may issue an alteration to a Purchase
     Order in order to, without limitation, (i) change a location for
     delivery, (ii) modify the quantity or type of Licensed Software and
     Services to be delivered or performed, (iii) implement any change or


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     modification as required by or permitted in this Agreement, (iv) correct
     typographical or clerical errors, or (v) order Licensed Software or
     Services which are of superior quality, or are enhancements to or are
     new releases or new options of the Licensed Software or Services set
     forth in the Purchase Order.

2.4  CANCELLATION OF PURCHASE ORDERS.  Except as otherwise agreed upon by the
     parties, SUPPLIER may cancel all or a portion of a Purchase Order
     relating to Licensed Software or Services, without charge or penalty, at
     any time prior to the scheduled delivery date of the affected Licensed
     Software or time of performance of the Services specified in such
     Purchase Order.

          ARTICLE III.  PROVISION OF LICENSED SOFTWARE AND SERVICES

3.1  GENERAL.  During the term of this Agreement, SUPPLIER shall have a non-
     transferable, non-exclusive right to distribute and sublicense the
     Licensed Software to End Users within the Territory, in addition to
     exclusive rights to distribute the Vamos/Costar Software to the extent
     set forth in Section 1.1  EDS agrees that it will consent to a transfer
     of the rights of SUPPLIER hereunder to an affiliate of SUPPLIER provided
     SUPPLIER remains liable for all performance by the affiliate.  Any
     distribution of Licensed Software shall be in accordance with the terms
     and conditions of this Agreement.  EDS shall provide without charge (i)
     a reasonable amount of demonstration Licensed Software, and (ii) a
     reasonable amount of training of SUPPLIER employees in the use of the
     Licensed Software, and will make commercially reasonable efforts to
     provide marketing materials to allow SUPPLIER to adequately demonstrate
     the Licensed Software and market it to End Users.

3.2  DELIVERY OF THE LICENSED SOFTWARE.  EDS shall deliver the Licensed Software
     to SUPPLIER on the delivery date set forth in the applicable Purchase
     Order or as otherwise agreed upon by the parties.  EDS shall deliver to
     SUPPLIER, without charge, all upgrades, enhancements, and new versions
     of all Licensed Software as they become available.  Charges for
     transportation of Licensed Software shall be paid by EDS.  All risk of
     loss of, or damage to, the Licensed Software shall be borne by SUPPLIER
     following any delivery by EDS to a common carrier or to SUPPLIER.
     SUPPLIER may cancel without charge any Purchase Order for all or any
     portion of the Licensed Software or Services at any time prior to
     scheduled delivery.

3.3  FURTHER ACTS.  During and subsequent to the term of this Agreement, EDS
     shall do, or cause to be done, all such further acts and shall execute,
     acknowledge, and deliver, or cause to be executed, acknowledged, and
     delivered, any and all further documentation or assignments as SUPPLIER
     may reasonably require to evidence or perfect SUPPLIER's right to use
     and distribute the Licensed Software.

3.4  REMARKETING OF LICENSED SOFTWARE BY SUPPLIER.  During the term of this
     Agreement, SUPPLIER may market, promote, and distribute the Licensed
     Software, separately or in conjunction with other products and services
     in accordance with the following terms and conditions:


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     (a) SUPPLIER shall cause each End User to execute a standard license
         agreement, substantially in the form attached as Exhibit A.
         SUPPLIER may also enter into maintenance agreements with End Users.

     (b) The term of any warranties and indemnities extended by SUPPLIER to an
         End User shall commence upon delivery by SUPPLIER of the Licensed
         Software to such End User.

     (c) SUPPLIER shall use commercially reasonable efforts to make available
         to such End Users all training, technical support and other services
         related to the Licensed Software that are currently generally
         offered or that may be generally offered by EDS to other end user
         customers.  Such training, technical support and other services will
         be provided to End Users at SUPPLIER's then current rates and
         expenses.

     (d) Upon request by SUPPLIER, EDS shall provide to SUPPLIER, at no charge,
         training (to the extent stated in Section 3.1), marketing and
         technical support, and marketing materials as may be reasonably
         required by SUPPLIER in connection with the remarketing of the
         Licensed Software.

     (e) SUPPLIER may refer to itself as EDS' authorized dealer or reseller of
         the Licensed Software.  Without separate prior written consent,
         SUPPLIER shall not use any trademarks or trade names of EDS or
         trademarks or trade names of third parties used in connection with
         advertising or promoting the Licensed Software; and provided,
         further that SUPPLIER shall comply with written guidelines provided
         on a timely basis by EDS to SUPPLIER from time to time relating to
         any such use.

3.5  TIME OF PERFORMANCE.  Time is hereby expressly made of the essence with
     respect to each and every term and provision of this Article.

                 ARTICLE IV.  PROVISION OF LICENSED SOFTWARE

4.1  ACCEPTANCE OF LICENSED SOFTWARE.  Each End User shall accept delivered
     copy(ies) of the Licensed Software on the date (the "Acceptance Date")
     when all necessary Licensed Software and Documentation has been received
     by it; provided, however, that following the Acceptance Date, SUPPLIER
     or the End User may (i) continue to inspect and test the Licensed
     Software, with the assistance of EDS if requested, and (ii) return any
     faulty, defective or non-conforming Licensed Software and Documentation
     to EDS, at EDS' expense and without liability of SUPPLIER or any End
     User, and any amounts paid by SUPPLIER for the Licensed Software and
     Documentation shall be refunded by EDS to SUPPLIER.  SUPPLIER or its End
     User shall notify EDS in writing on SUPPLIER's or End User's corporate
     letterhead of any rejection of the Licensed Software within thirty (30)
     days of the Acceptance Date and failure to so notify EDS shall
     constitute acceptance.

4.2  GRANT OF LICENSE.  For each item of Licensed Software received by an End
     User, SUPPLIER shall grant to the End User a nonexclusive,
     nontransferable, perpetual sublicense to use, execute


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     and display the object code version of the Licensed Software, on a
     single central processing unit or item of equipment in accordance with
     the terms and conditions of the standard license agreement attached as
     Exhibit A and the terms of this Article.  End User may copy the Licensed
     Software as necessary for archival, maintenance or back-up purposes
     only.  If End User desired to run parallel operations in the process of
     transferring operations from one CPU to another CPU, End User may permit
     the Licensed Software to reside on two (2) CPUs for the period of time
     reasonable necessary to complete the transfer.  However, each End User
     will be provided only one "Dongel" (encryption device) for each copy of
     Vamos/Costar software that is procured by the End User.

4.3  OWNERSHIP OF LICENSED SOFTWARE.  The Licensed Software shall be and remain
     the property of EDS, or third parties which have granted EDS the right
     to provide the Licensed Software, and SUPPLIER and End User shall have
     no rights or interests therein except as set forth herein or in End
     User's license agreement.

4.4  PROPRIETARY MARKINGS.  SUPPLIER and End User shall not remove or destroy
     any proprietary markings or proprietary legends placed upon or contained
     within the Licensed Software.

4.5  DUPLICATION OF DOCUMENTATION.  SUPPLIER or End User may duplicate Licensed
     Software Documentation, at no additional charge, for SUPPLIER's or End
     User's use so long as all required proprietary markings are retained on
     all duplicated copies.

4.6  NON-DISCLOSURE.  During the term of a License, SUPPLIER or the End User
     will treat the Licensed Software with the same degree of care and
     confidentiality which SUPPLIER or the End User provides for similar
     information belonging to SUPPLIER or End Users which SUPPLIER or the End
     User does not wish disclosed to the public, but not less than reasonable
     care.  This provision shall not apply to Licensed Software, or any
     portion thereof, which is (i) already known by SUPPLIER or the End User
     without an obligation of confidentiality, (ii) publicly known or becomes
     publicly known through no unauthorized act of SUPPLIER or the End User,
     (iii) rightfully received from a third party without obligation of
     confidentiality, (iv) disclosed without similar restrictions by EDS to a
     third party, (v) approved by EDS in writing for disclosure, or (vi)
     required to be disclosed pursuant to a requirement of a governmental
     agency or law so long as SUPPLIER or the End User provides EDS with
     timely prior written notice of such requirement.

4.7  LICENSED SOFTWARE SUPPORT SERVICES.  Support services for the Licensed
     Software, as contemplated by Section 3.4(c), shall be provided by
     SUPPLIER to End Users upon the End User's request at the charges agreed
     upon by End User and SUPPLIER.

4.8  TERMINATION OF SOFTWARE LICENSE.  Any software license may be terminated by
     and End User for any reason by providing to SUPPLIER sixty (60) days'
     prior written notice.  In the event of any such termination or in the
     event of a termination of a software license.  End User shall return to
     EDS or SUPPLIER or, at End User's option, destroy, all copies of the
     Licensed Software and Documentation in the End User's possession
     relating to the terminated software license, except


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     as may be necessary for archival purposes.  In addition, a canceling End
     User must return at the End User's expense all "Dongels" (encryption
     devices) to EDS or SUPPLIER.

4.9  DISCONTINUANCE OF LICENSED SOFTWARE.  EDS shall provide SUPPLIER at least
     ninety (90) days advance written notice of its intent to discontinue any
     Licensed Software covered hereunder.  In the event that EDS does
     discontinue any Licensed Software it agrees to support such software for
     at least one year after the date of notice of discontinuance.

4.10 LICENSED SOFTWARE LOADING.  EDS hereby grants permission to SUPPLIER to
     load Licensed Software remarketed by SUPPLIER, at no additional charge
     for such loaded copies, by any reasonable method, including (i) loading
     the Licensed Software on a "golden tape", "golden disk", or other
     storage medium and downloading the Licensed Software from such storage
     medium to the hard drive, (ii) loading the Licensed Software on a
     central server, file server, or other storage devise and downloading the
     Licensed Software from such storage device to the hard drive, or (iii)
     opening the packaging containing the media on which the Licensed
     Software is provided and loading the Licensed Software from such media
     to the hard drive.  Irrespective of the method used by SUPPLIER in
     loading the Licensed Software, SUPPLIER will provide the customer with a
     complete package of the media, manuals, documentation, and other
     materials provided to SUPPLIER with the Licensed Software.

ARTICLE V.  WARRANTIES, INDEMNITIES AND LIABILITIES

5.1  WARRANTY.  EDS hereby represents and warrants to SUPPLIER that:

     (a) The Licensed Software provided to SUPPLIER is and shall be free and
         clear of all liens and encumbrances, and End Users shall be entitled
         to use the Licensed Software without disturbance;

     (b) No portion of the Licensed Software provided to SUPPLIER contains,
         at the time of delivery, any "back door", "time bomb", "Trojan
         horse", "worm", "drop dead device", "virus", or other computer
         software routines designed to disable, damage or erase the Licensed
         Software or any other software or data of SUPPLIER or any End User;

     (c) Each item of Licensed Software provided to SUPPLIER and its media
         (i) shall be new and shall be free from defects in manufacture, and
         materials, (ii) shall be manufactured in a good and workmanlike
         manner using a skilled staff fully qualified to perform their
         respective duties, and (iii) shall function properly under ordinary
         use and operate in conformance with is Applicable Specifications and
         Documentation for a period of one (1) year from the applicable
         Acceptance Date of the licensed Software by an End User.

EDS will provide to End User or SUPPLIER as appropriate in a timely manner and
at not additional charge, all Services, or replacement Licensed Software
necessary to enable EDS to comply with the warranties set forth herein.


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5.2  PROPRIETARY RIGHTS INDEMNIFICATION.  EDS represents and warrants that
     (i) at the time of delivery to SUPPLIER, no Licensed Software or
     Documentation provided under this Agreement is the subject of any
     litigation ("Litigation"), and (ii) EDS has all right, title, ownership
     interest, and/or marketing rights necessary to provide the Licensed
     Software and Documentation to SUPPLIER for remarketing hereunder and
     that the Licensed Software and Documentation and their sale, license,
     and use hereunder do not and shall not directly or indirectly violate or
     infringe upon any copyright, patent, trade secret, or other proprietary
     or intellectual property right of any third party or contribute to such
     violation or infringement ("Infringement").  EDS shall indemnify and
     hold SUPPLIER and its respective successors, officers, directors,
     employees, and agents harmless from and against any and all actions,
     claims, losses, damages, liabilities, awards, costs and expenses
     (including legal fees) resulting from, arising out of, or relating to
     (i) any Litigation, (ii) any breach or claimed breach of the foregoing
     warranties, (iii) any claim of an Infringement, or (iv) any failure or
     claimed failure of any Licensed Software to perform in accordance with
     its Applicable Specifications, and EDS shall defend and settle, at its
     expense, all suits or proceedings arising therefrom.   SUPPLIER shall
     inform EDS of any such suit or proceeding against SUPPLIER and shall
     have the right to participate in the defense of any such suit or
     proceeding at its expense and through counsel of its choosing.  EDS
     shall notify SUPPLIER of any actions, claims, or suits against EDS based
     on an alleged Infringement of any party's intellectual property rights
     in and to the Licensed Software or Documentation.  In the event an
     injunction is obtained against use of the Licensed Software or
     Documentation or in SUPPLIER's opinion is likely to be obtained, EDS
     shall promptly, at is option and expense, either (A) procure for
     SUPPLIER and End Users of the Licensed Software, or Documentation, the
     right to continue to sue the infringing Licensed Software or
     Documentation as set forth in this Agreement, or (B) replace or modify
     the infringing Licensed Software or Documentation to make its use
     non-infringing while being capable of performing the same function
     without degradation of performance.

5.3  DISCLAIMER.  EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 5.1 AND 5.2, EDS
     MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND
     EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
     FITNESS FOR A PARTICULAR PURPOSE.

5.4  LIMITATION OF LIABILITY.  Neither party shall be liable to the other
     pursuant to this Agreement for any amounts representing loss of profit,
     loss of business or indirect, consequential, exemplary, or punitive
     damages of the other party.  The foregoing shall not limit the
     indemnification, defense and hold harmless obligations set forth in this
     Agreement.

5.5  SURVIVAL OF ARTICLE V.  The provisions of this Article V shall survive the
     term or termination of this Agreement for any reason.

                        ARTICLE VI.  PAYMENTS TO EDS

6.1  CHARGES, PRICES AND FEE FOR LICENSED SOFTWARE AND SERVICES.  Charges,
     prices, and fees ("Charges") and discounts, if any, for Licensed
     Software and Services shall be determined as set


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     forth in Exhibit B, in a Purchase Order, or as otherwise agreed upon by
     the parties, unless modified as set forth in this Agreement.  Any increase
     in a Charge shall not occur more than once annually and shall not exceed
     ten percent (10%) of the previously established Charge.

6.2  PAYMENT THROUGH INVOICING.  This Section applies to Purchase Orders issued
     by SUPPLIER or to any invoice received by SUPPLIER from EDS as permitted
     by this Agreement.

     (a) Except as otherwise set forth in this Agreement, any undisputed sum
         due to EDS pursuant to this Agreement shall be payable within thirty
         (30) days after receipt by SUPPLIER of a correct invoice therefor
         from EDS.  Any amounts that are not paid when due shall bear
         interest until paid at the lower of (i) the primer rate as
         established from time to time by Citibank, N.A., plus 2% per annum,
         or (ii) the maximum rate of interest allowed by applicable law.  EDS
         shall invoice SUPPLIER on or after SUPPLIER's receipt of the
         Licensed Software covered by such invoice.

     (b) A "correct" invoice shall contain (i) EDS' name and invoice date,
         (ii) the specific Purchase Order number if applicable, (iii)
         description including serial number as applicable, price, and
         quantity of the Licensed Software actually delivered, (iv) credits
         (if applicable), (v) name (where applicable), title, phone number,
         and complete mailing address of responsible official to whom payment
         is to be sent, and (vi) other substantiating documentation or
         information as may reasonably be required by SUPPLIER from time to
         time.  A correct invoice must be submitted to the appropriate
         invoice address listed on the applicable Purchase Order.

6.3  TAXES.

     (a) SUPPLIER shall pay or reimburse EDS, where SUPPLIER is liable per
         applicable tax statute, amounts equal to taxes based upon SUPPLIER's
         purchases of the Licensed Software pursuant to this Agreement,
         including federal excise tax, state and local sales or use taxes, or
         amounts in lieu thereof paid or payable by EDS in respect of the
         foregoing.  Notwithstanding the preceding sentence, SUPPLIER shall
         not have any obligation to pay any franchise taxes, privilege, gross
         receipts, or excise taxes imposed on or payable by EDS, or any taxes
         based on the net income of EDS.

     (b) EDS agrees to reasonably cooperate with SUPPLIER to minimize any
         applicable tax, and shall make available to SUPPLIER, and any taxing
         authority, all information, records, or documents relating to any
         audits or assessments attributable to or resulting from the payment
         process.

     (c) Upon written notification by SUPPLIER and subsequent verification by
         EDS, EDS shall reimburse or credit, as applicable, SUPPLIER in a
         timely manner, for any and all taxes erroneously paid by SUPPLIER to
         EDS.

                          ARTICLE VII.  TERMINATION


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7.1  TERMINATION FOR CAUSE.  Except as provided by the Section of this Agreement
     titled "Termination for Non-Payment", in the event that either party
     materially or repeatedly defaults in the performance of any of its
     duties or obligations set forth in this Agreement, and such default is
     not substantially cured within thirty (30) days after written notice is
     given to the defaulting party specifying the default, then the party not
     in default may, by giving written notice thereof to the defaulting
     party, terminate this Agreement as of a date specified in such notice of
     termination.

7.2  TERMINATION FOR INSOLVENCY OR BANKRUPTCY.  Either party may immediately
     terminate this Agreement and any Purchase Order by giving written notice
     to the other party in the event of (i) the liquidation or insolvency of
     the other party, (ii) the appointment of a receiver or similar officer
     for the other party, (iii) an assignment by the other party for the
     benefit of all or substantially all of its creditors, (iv) entry by the
     other party into an agreement for the composition, extension, or
     readjustment of all or substantially all of its obligations, or (v) the
     filing of a meritorious petition in bankruptcy by or against the other
     party under any bankruptcy or debtors' law for its relief or
     reorganization.

7.3  TERMINATION FOR NON-PAYMENT.  EDS may terminate this Agreement by giving
     written notice if SUPPLIER fails to pay when due any undisputed amounts
     due and such failure continues for a period of thirty (30) days after
     the last day payment is due.


                        ARTICLE VIII.  MISCELLANEOUS

8.1  BINDING NATURE, ASSIGNMENT, AND SUBCONTRACTING.  This Agreement shall be
     binding on the parties and their respective successors in interest and
     assigns, but neither party has the power to assign this Agreement
     without the prior written consent of the other.  If EDS subcontracts or
     delegates any of its duties or obligations of performance in this
     Agreement or in a Purchase Order to any third party, EDS shall remain
     fully responsible for complete performance of all of EDS' obligations
     set forth in this Agreement or in such Purchase Order, including, but no
     limited to, warranty and indemnification obligations, and for any such
     third party's compliance with the provisions set forth in this Agreement.

8.2  CONFIDENTIALITY.  Each party acknowledges that in the course of performance
     of its obligations pursuant to this Agreement, it may obtain
     confidential and/or proprietary information of the other party or its
     affiliates or customers. "Confidential Information" includes information
     relating to development plans, costs, finances, marketing plans,
     equipment configurations, data access or security codes or procedures
     utilized or acquired, business opportunities, names of customers,
     research, and development; the terms, conditions and existence of this
     Agreement; any information designated as confidential in writing or
     identified as confidential at the time of disclosure if such disclosure
     is verbal or visual; and any copies of the prior categories or excerpts
     included in other materials created by the recipient party.  Each party
     hereby agrees that all Confidential Information communicated to it by
     the other, its affiliates, or customers, whether before or after the
     Effective Date, shall be and was received in strict confidence, shall be
     used


                                      10

<PAGE>

     only for purposes of this Agreement, and shall not be disclosed
     without the prior written consent of the other party. This provision
     shall not apply to Confidential information which is (i) already known
     without an obligation of confidentiality, (ii) publicly known or becomes
     publicly known through no unauthorized act, (iii) rightfully received
     from a third party without obligation of confidentiality, (iv) disclosed
     without similar restrictions to a third party, (v) approved for
     disclosure, or (vi) required to be disclosed pursuant to a requirement
     of a governmental agency or law so long as the provider gives the other
     party timely prior notice of such requirement.  The provision of this
     Section shall survive the term or termination of this Agreement for any
     reason.

8.3  MEDIA RELEASES.  Except for any announcement intended solely for internal
     distribution by SUPPLIER or any disclosure required by legal,
     accounting, or regulatory requirements beyond the reasonable control of
     SUPPLIER, all media releases, public announcements, or public
     disclosures (including, but no limited to, promotional or marketing
     material) by SUPPLIER or its employees or agents relating to this
     Agreement or its subject matter, or including the name, trade name,
     trade mark, or symbol of EDS or any affiliate of EDS, shall be
     coordinated with and approved in writing by EDS prior to the release
     thereof.

8.4  NOTICES.  Wherever one party is required or permitted to give notice to the
     other pursuant to this Agreement, such notice shall be deemed given when
     delivered in hand, when mailed by registered or certified mail, return
     receipt requested, postage prepaid, or when sent by a third party
     courier service where receipt is verified by the receiving party's
     acknowledgment, and addressed as follows:

     In the case of EDS:

     Electronic Data Systems Corporation
     5400 Legacy Drive
     Plano, Texas 75024
     Attn:  Mr. Steve West, Group Executive, Infotainment Division

     With a copy to:

     Electronic Data Systems Corporation
     5400 Legacy Drive
     Plano, Texas 75024
     Attn: General Counsel

     In the case of SUPPLIER:

     TM Century Inc.
     2002 Academy
     Dallas, Texas 75234
     Attn:  Neil Sargent, Chief Executive Officer




                                      11


<PAGE>

     Either party may from time to time change its address for notification
     purposes by giving the other party written notice of the new address and
     the date upon which it will become effective; first class, postage prepaid,
     mail shall be acceptable for provision of change of address notices.

8.5  FORCE MAJEURE.  The term "Force Majeure" shall be defined to include fires
     or other casualties or accidents, acts of God, severe weather conditions,
     strikes or labor disputes, war or other violence, or any law, order,
     proclamation, regulation, ordinance, demand, or requirement of any
     governmental agency.  A party whose performance is prevented, restricted,
     or interfered with by reason of a Force Majeure condition shall be
     excused from such performance to the extent of such Force Majeure
     condition so long as such party provides the other party with prompt
     written notice describing the Force Majeure condition and takes all
     reasonable steps to avoid or remove such causes of nonperformance and
     immediately continues performance whenever and to the extent such causes
     are removed.

8.6  SEVERABILITY.  If, but only to the extent that, any provision of this
     Agreement is declared or found to be illegal, unenforceable, or void, then
     both parties shall be relieved of all obligations arising under such
     provision, it being the intent and agreement of the parties that this
     Agreement shall be deemed amended by modifying such provision to the
     extent necessary to make it legal and enforceable while preserving its
     intent.  If that is not possible, another provision that is legal and
     enforceable and achieves the same objective shall be substituted.  If the
     remainder of this Agreement is not affected by such declaration or finding
     and is capable of substantial performance, then the remainder shall be
     enforced to the extent permitted by law.

8.7  DISPUTE RESOLUTION. In the event of any disagreement regarding performance
     under or interpretation of this Agreement and prior to the commencement of
     any formal proceedings, the parties shall continue performance as set
     forth in this Agreement and shall attempt in good faith to reach a
     negotiated resolution by designating a representative of appropriate
     authority to resolve the dispute.  Any dispute, controversy or claim
     arising out of or related to this Agreement, or the creation, validity,
     interpretation, breach or termination of this Agreement which is not
     resolved by such representatives of EDS and SUPPLIER will, on the written
     demand of  either party to the other, be determined and settled by
     mandatory and binding arbitration in accordance  with the Commercial
     Arbitration Rules of the American Arbitration Association.  Any award
     rendered will be final and conclusive on the parties and may be enforce in
     any court having jurisdiction.  This section shall survive the expiration
     or termination of this Agreement for any reason.

8.8  WAIVER.  Any waiver of this Agreement or of any covenant, condition, or
     agreement to be performed by a party under this Agreement shall (i) only
     be valid if the waiver is in writing and signed by an authorized
     representative of the party against which such waiver is sought to be
     enforced, and (ii) apply only to the specific covenant, condition or
     agreement to be performed, the specific instance or specific breach
     thereof and not to any other instance or breach thereof or subsequent
     instance or breach.

8.9  REMEDIES.  All remedies set forth in this Agreement, or available by law or
     equity shall be cumulative and not alternative, and may be enforced
     concurrently or from time to time.


                                     12


<PAGE>

8.10  SURVIVAL OF TERMS.  Termination or expiration of this Agreement for any
      reason shall not release either party from any liabilities or obligations
      set forth in this Agreement which (i) the parties have expressly agreed
      shall survive any such termination or expiration, or (ii) remain to be
      performed or by their nature would be intended to be applicable following
      any such termination or expiration.

8.11  GOVERNING LAW.  THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
      AGREEMENT SHALL BE GOVERNED BY THE LAWS, OTHER THAN CHOICE OF LAW RULES,
      OF THE STATE OF TEXAS.

8.12  ENTIRE AGREEMENT.  This Agreement constitutes the entire and exclusive
      statement of the agreement between the parties with respect to its subject
      matter and there are no oral or written representations, understandings or
      agreements relating to this Agreement which are not fully expressed in the
      Agreement.  This Agreement shall not be amended except by a written
      agreement signed by both parties.  All exhibits, documents, and schedules
      referenced in this Agreement or attached to this Agreement, and each
      Purchase Order are an integral part of this Agreement.  In the event of
      any conflict between the terms and conditions of this Agreement and any
      such exhibits, documents, or schedules, the terms of this Agreement shall
      be controlling unless otherwise stated or agreed.  In the event of a
      conflict between the terms and conditions of this Agreement and a
      Purchase Order, the Purchase Order shall be controlling with respect to
      those transactions covered by that Purchase Order.  Any other terms or
      conditions included in any shrink-wrap license agreements, quotes,
      invoices, acknowledgments, bills of lading, or other forms utilized or
      exchanged by the parties shall not be incorporated in this Agreement or
      be binding upon the parties unless the parties expressly agree in writing
      or unless otherwise provided for in this Agreement.

      IN WITNESS WHEREOF, EDS and SUPPLIER have each caused this Agreement to be
signed and delivered by its duly authorized officer or representative as of the
Effective Date.

ELECTRONIC DATA SYSTEMS CORPORATION    TM CENTURY, INC.

By: /s/ STEVEN M. WEST                  By: /s/ NEIL W. SARGENT
   --------------------------------       ----------------------------------

Printed Name: Steven M. West           Printed Name: Neil W. Sargent

Title:  SBU President                  Title:  President/CEO

Date: 2/9/96                           Date:  2/9/96



                                     13


<PAGE>

                                  EXHIBIT A
                           FORM OF END USER LICENSE

                              LICENSE AGREEMENT
                               TM CENTURY, INC.
                                 VAMOS/COSTAR


TM Century, Inc. ("TMC"), a Delaware corporation with offices at 202 Academy,
Dallas, Texas 75234 and _______________ ("End User") with offices at
______________ , hereby agree as follows:

1.   DELIVERY OF VAMOS SOFTWARE

1.1  TMC shall deliver one copy of the software described in Annex A, including
     one "Dongel" (encryption key) and the related documentation (hereafter the
     "VAMOS Software") in the current version to an address to be specified by
     End User, on or about the agreed-upon date.

2.   GRANT OF LICENSE FOR USE

2.1  TMC grants to End User only the non-exclusive and non-transferable right
     to use the VAMOS Software for its own use on the computer configuration
     further described in Annex A (hereinafter the "License").  This computer
     configuration may not be changed or moved without the prior consent of
     TMC.  Consent will no be withheld on unreasonable grounds.

2.2  The license shall commence on the date of delivery and shall be valid
     under the conditions set forth in this Agreement.

2.3  If the VAMOS Software can temporarily not be sued on the specified computer
     configuration as a result of circumstances which are not the fault of End
     User, End User shall have the right to use the VAMOS Software on another
     computer configuration during the period that the originally-intended use
     is not possible.  Immediately upon the termination of use on the alternate
     computer configuration, End User shall ensure that the VAMOS Software is
     completely removed from that computer configuration.

2.4  End User is not permitted to copy the VAMOS Software in any way, provided
     that End User is permitted for each copy of the VAMOS Software for which a
     license is granted to make one (1) copy for back-up purposes.  The copy
     shall carry the same notices with respect to copyright and trade-mark,
     identification symbols, marks and numbers as are shown on the original.
     End User is also not permitted to remove or change any notices with respect
     to copyright, trademarks, tradenames, or other intellectual or industrial
     property rights which appear on the VAMOS Software, hardware and/or other
     materials.


                                    A-1


<PAGE>


3.   MAINTENANCE AND SUPPORT

3.1  End User hereby subscribes for maintenance and support of the VAMOS
     Software as set forth in and under the conditions of this article.

3.2  End User shall have the right to receive the following maintenance and
     support services (the "Services") from TMC, subject to the other
     provisions of this Agreement and payment of the compensation set forth
     in Annex A.

     (a)  delivery of new versions, as available, of the VAMOS Software that the
          End User has a license for,

     (b)  telephone and on-site technical support (consisting of responses to
          technical inquiries relating to the operation of the VAMOS Software);
          and

     (c)  the submission of incident reports (IR's).

3.3  The Services with respect to a specific version of the VAMOS Software will
     be provided for a maximum of one year after the last delivery of that
     version.

3.4  The Services will be provided during the period of 1 January through 31
     December of each calendar year and will be renewable at the option of the
     End User, subject to Section 3.3.  The compensation payable to TMC for the
     Services shall be a rates established by TMC from time to time, provided
     that the compensation for the Services relating to a specific version of
     the VAMOS Software shall not be increased more than once annually and any
     such increase shall be within reasonable limits.

3.5  Notification by either TMC or End User of termination of the Service must
     be in writing and delivered three months in advance of the termination
     date.

3.6  TMC represents and warrants to End User that the media in which each item
     of VAMOS Software is delivered to End User will be free of defects in
     manufacture and materials, and TM will replace, at no additional charge,
     any item that contains such defects.  Such replacement shall be End User's
     sole remedy for such defects.

4.   PREPARATION OF THE LOCATION; DELIVERY AND INSTALLATION

4.1  End User is obligation to prepare the installation location and to maintain
     it in accordance with the requirements set forth by TMC.  The delivery of
     hardware and/or of VAMOS Software is dependent upon the availability and
     the preparation of the installation location by End User and of that which
     has been agreed between the parties with respect to the delivery and
     installation schedule.  Delivery will take place at the premises of End
     User.  Costs of transport and insurance are of the account of End User.



                                    A-2



<PAGE>

4.2  End User shall pay for any of the services and any costs which are caused
     by End User's failure to prepare the location for delivery of the hardware
     and/or VAMOS Software on a timely basis.

4.3  TMC or a representative appointed by TMC shall install the hardware and/or
     the VAMOS Software and TMC shall notify End User by means of written
     confirmation of the date of installation("installation date") that the
     hardware and/or the VAMOS Software is ready for use.

4.4  Prior to this written notice the delivered hardware and or the VAMOS
     Software will be deemed to have been installed if End User puts these into
     use in the normal course of business.  TMC does not accept any
     responsibility for the installation of hardware of third parties not
     supplied by TMC.

4.5  Installation will take place on Monday through Friday during TMC's normal
     office hours with the exception of generally-recognized holidays.  TMC is
     in principle prepared to perform the work on other days or during other
     hours at End User's request.  In that event TMC shall provide End User
     with a quotation for the additional costs.

5.   INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS

5.1   End User acknowledges that all intellectual and industrial property
     rights to the VAMOS Software, hardware or other materials such as
     analyses, designs, documentation and reports, as well as all preparatory
     material with respect thereto, are held exclusively by TMC or its
     licensors.  End User is granted only the rights of use set forth in
     these terms and conditions.  End User shall not copy the Software or
     other materials in any way except as set forth herein.

5.2  End User acknowledges that the VAMOS Software, hardware, and other
     materials provided to it contain confidential information and trade
     secrets of TMC and its licensors.  End Users agrees to maintain the
     confidentiality of the VAMOS Software, hardware and materials and not to
     make these known to or available for use of third parties and further to
     limit the use thereof to the purposes for which they were made available.

5.3  Making the VAMOS Software available for use does not imply transfer of the
     copyright or other intellectual or industrial property right to the VAMOS
     Software.

5.4  TMC will indemnify and hold End User harmless against any claim that the
     software and/or materials developed by TMC or its licensors infringe any
     intellectual or industrial property right valid in the United States,
     provided that End User immediately notifies TMC in writing of the existence
     and substance of such a claim and relinquishes the handling of the matter,
     including any settlement to TMC.  The indemnification obligation by TMC
     will not apply if and to the extent that the claimed infringement arises
     in connection with or is caused by changes which End User has made or
     permitted third parties to make to the software and/or materials.


                                     A-3


<PAGE>

6.   RISK OF LOSS

6.1  The risk of damage, theft or loss of objects which are covered by this
     license agreement passes to End User as of the moment that these objects
     are delivered into End User's control or the control of a third party
     engaged by End User.

7.   PRICES AND FEES

7.1  TMC shall indicate the amounts set forth in Annex A on its invoice for the
     License referred to in Article 2 and for the Services referred to in
     Article 3.

7.2  TMC shall have the right to adjust the amounts referred to in Article 8.1
     on a yearly basis within reasonable limits.

8.   PAYMENT

8.1  TMC shall send a single copy of all invoices for the amounts referred to
     in Article 8.1 to End User setting forth the date and other information
     requested by End User in writing.

8.2  End User shall pay the invoiced amount to TMC based on the following
     terms:

     --------------------------------------------------------------- .

8.3  In the event that End User does not pay the relevant  invoice without valid
     reason within the period of time set forth in Section 8.2, it shall be
     liable automatically by operation of law for interest on the amount due
     to TMC at the prevailing maximum legal interest rate.

8.4  All amounts shall be paid without discount, set-off or postponement for any
     reason, unless permitted by a final judicial or arbitral judgment.

9.   LIABILITY

9.1  The total liability of TMC for any default by it in the performance of this
     license agreement is limited to direct damages to a maximum of the amount
     that End User has actually paid pursuant to this license agreement as of
     the moment of occurrence of the event causing damages.  In no event shall
     the total compensation for direct damages be greater than $50,000.

9.2  Liability of TMC for indirect damages, including but not limited to
     consequential damages, loss of profits, lost savings, losses caused by
     interruption of operations and the costs of reproduction or repair of
     wholly or partially lost data and/or information is excluded.

9.3  Any right to compensation for damages is conditioned upon End User giving
     notice of damages in writing to TMC as soon as possible after such damages
     are incurred.


                                     A-4


<PAGE>

10.   FORCE MAJEURE

10.1  Neither of the parties shall be held to the performance of any obligation
      in the event that such performance is prevented by force majeure.  Force
      majeure shall include any failure to perform of any supplier of TMC.

10.2  If circumstances of force majeure extend longer that ninety days, the
      parties shall have the right to terminate the agreement by written notice.
      Any work already performed under the agreement shall be compensated
      proportionally and the parties shall have no further liability to each
      other.

11.   TERMINATION

11.1  TMC shall have the right to terminate this license agreement by means of
      written notice without any prior notice of termination or judicial action
      being required in the event that:

      (a)  End User has submitted a petition in bankruptcy or is declared
      bankrupt;

      (b)  End User's business is liquidated;

      (c)  End User ceases its current business activities; or

      (d)  a substantial part of the property of End User is attached.

11.2  This software license may be terminated by End User for any reason by
      providing to TMC sixty (60) days' prior written notice.  In the event of
      any such termination, End User shall return to TMC or, at End User's
      option, destroy all copies of the VAMOS Software and Documentation in the
      End User's possession, except as may be necessary for archival purposes.
      In addition, a canceling End User must return at the End User's expense
      all "Dongels" (encryption devices) to TMC.

11.3  Termination of this agreement shall not discharge parties from those
      obligations which by their nature are intended to survive termination,
      including provisions with respect to:

      (a)  resolution of disputes

      (b)  applicable law and court having jurisdiction

      (c)  the obligation to by for services performed and/or goods delivered.


                                    A-5


<PAGE>

12.   DISPUTES, APPLICABLE LAW AND COURTS HAVING JURISDICTION

12.1  Any dispute between the parties with regard to this license agreement
      shall be submitted to the exclusive jurisdiction of any district court
      of Dallas County, Texas, unless the parties subsequently agree to
      arbitration or binding advice.

12.2  This license agreement and all disputes arising out of or relating to it
      are governed by the laws of the State of Texas.

13.   GENERAL TERMS

13.1  Whenever one party is required or permitted to give notice to the other
      pursuant to this Agreement, such notice shall be deemed given when
      delivered in hand, when mailed by registered or certified mail, return
      receipt requested, postage prepaid, or when sent by a third party
      courier service where receipt is verified by the receiving party's
      acknowledgment, and addressed to the recipient party at the address
      set forth in the first paragraph of this license agreement or such
      other address as a party may hereafter specify by written notice to
      the other party.

13.2  In the event that any provision of this license agreement is invalid or
      declared unenforceable, the remaining provisions of this license
      agreement shall remain in full force and effect and TMC and End User
      shall negotiate with each other to reach agreement on new provisions
      or replace the invalid or unenforceable provisions shall be taken into
      account as much as possible.

13.3  EXCEPT AS EXPRESSLY SET FORTH HEREIN, TMC MAKES NO REPRESENTATIONS OR
      WARRANTIES, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS THE IMPLIED
      WARRANTIES OF MERCHANTABLITY AND FITNESS FOR A PARTICULAR PURPOSE.

Entered into this ________ day of ___________________, 19__.


TM CENTURY, INC.                         END USER

Name:                                 Name:
     ------------------------------        -----------------------------
Position:                             Position:
         --------------------------            -------------------------
Date:                                 Date:
     ------------------------------        -----------------------------
Signature:                            Signature:
          -------------------------             ------------------------


                                      A-6

<PAGE>



                                    ANNEX A

              END USER, LICENSE(S) AND COMPUTER CONFIGURATION(S)


1.  END USER

--------------------------------------------------------------------------------
Company
--------------------------------------------------------------------------------
Contact Person
--------------------------------------------------------------------------------
Address
--------------------------------------------------------------------------------
Zipcode and Place
--------------------------------------------------------------------------------
Telephone
--------------------------------------------------------------------------------
Facsimile
--------------------------------------------------------------------------------


2.  LICENSE, MAINTENANCE AND SUPPORT, AND FEES

The compensation for license is a one-time fee.
The yearly compensation for maintenance and support shall equal    of the
initial License fee (including customization charges) as set forth in the
following table.
The compensation for onsite maintenance and support shall equal    per day
plus expenses.

--------------------------------------------------------------------------------
Name of Product   Version    Description   License Fee   Computer Configuration
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                     A-7

<PAGE>

                                   EXHIBIT B
                    DESCRIPTION, CHARGES, PRICES, AND FEES


DESCRIPTION OF LICENSED SOFTWARE:

SYSTEM OVERVIEW

The audio server for the Maycom System (Vamos/CoStar) is based on a common
hardware and software platform.  The hardware system utilizes the Intel 386,
486, or Pentium processor architecture.  The operating system is Windows NT
which will allow for multitasking and networking capabilities.  All client
workstations and PC's run on Windows 3.1 or Windows NT, and Novell Netware
depending on the work environment.

The basic audio server supports audio playback, LAN interface, terrestrial
network interface.  Other options include station automation integration (LAN
interface), Multiple audio I/O's (play and record simultaneously two or more
sources), and local archiving.

The network approach has taken in consideration the wide range of technical
expertise, bandwidth,and cost requirements of radio stations.  The system is
designed to allow for simple installation, remote software upgrade, diagnostics
and management.  The flexible network architecture will support a wide range of
remote network access devices and protocols that will operate on may different
connective solutions form ATM to a simple 14.4 modem dial up.

SYSTEM APPLICATION SOFTWARE

The VAMOS (Video and Audio Management of Systems) Product, also known as CoStar
(Complete Solution to Automated Radio) is a full suite of software applications
that allow for radio station automation.  This includes digital audio capture
(recording), content editing and management, playback, and broadcast.  Although
the VAMOS/CoStar System was designed for the commercial radio station
environment, the application should also apply to any multimedia industry
segment where digital audio content management and distribution would be of
value.

Currently, there are twelve (12) modules in service and they are listed as
follows:

- Digitrans                        - News Collector
- Audio Express                    - CoStar
- Supervisor                       - Audio Recorder/Editor
- Multi Track Editor               - Group/Block Manager
- Play List Editor                 - Broadcast System Module
- Cart System                      - Recording Station

A detailed description of each module and its features is available through EDS'
Broadcast Technologies Division.


                                      B-1

<PAGE>

PRICING FOR INITIAL COPIES OF LICENSED SOFTWARE:

<TABLE>
<CAPTION>
----------------------------------------------------------
        DESCRIPTION                            END USER
                                               PRICING
----------------------------------------------------------
       <S>                                       <C>
----------------------------------------------------------
CoStar multi-User Database Options:
(Management Software)
    3 User License with System Supervisor
    10 User License with System Supervisor
    20 User License with System Supervisor
    20-40 User License with System Supervisor
    40 + User License with System Supervisor
----------------------------------------------------------

----------------------------------------------------------
Group/Block Manager (Data Base Manager)
----------------------------------------------------------

----------------------------------------------------------
Recorder/Editor Module
Multi-Track Editor Module
Playlist Module
Broadcast System Module(Automatic Player)
2nd Broadcast System Module as Backup
Cart System Module (Cart Players)
Text Module with Auto Cue On Screen
Programmable Small Keyboard with Jog Shuttle
CD Jukebox System Module
News Collector Module with ISDN Board
----------------------------------------------------------
</TABLE>


This system is multi user, multi tasking and multi language.  The system
operates under MS-DOS Windows 3.1 with a compatible 80486-33 MHZ computer or
faster, with 4 MB of memory.  For edit and play stations 8 MB is recommended
with a 17" monitor.

DIVISION OF MAINTENANCE FEES:

For each End User who purchases maintenance and support services from SUPPLIER,
EDS shall receive an annual fee equal to    of the initial License fee.

DISCOUNT LEVELS FOR SALES BY SUPPLIER OF LICENSED SOFTWARE:

This Discount levels for the VAMOS.COSTAR Software are as follows:

<TABLE>
<CAPTION>

DISCOUNT LEVEL             MINIMUM LEVEL               MAXIMUM LEVEL
--------------------------------------------------------------------------------
     <S>                       <C>                        <C>


$=US$

</TABLE>




                                      B-2