[Letterhead of DVA Discovision Associates]

June 21, 1995

Mr. Jim Merkel                                      Via Facsimile (313) 871-5907
President & Chief Executive Officer                 LETTER CONFIRMATION 
ALLIED DIGITAL TECHNOLOGIES                         & ENCLOSURES VIA DHL
7375 Woodward Avenue
Detroit, Michigan 48202

Dear Mr. Merkel:

We are enclosing herewith, for your records, one original fully executed copy of
the "Non-Exclusive Patent License Agreement for Disc Products" date coded
051695, between Allied Digital Technologies Corp. and Discovision Associates.

Additionally enclosed are two individual product Royalty Reporting Forms for the
convenience of your Accounting Department. There is a separate form for each
product licensed under the above-referenced agreement. In accordance with
Section 6.5 of the Agreement, the quarterly accounting periods shall end on the
last day of each March, June, September and December during the term of this
Agreement. A written royalty report and payment for all running royalties for
that period is due within sixty (60) days after the end of each such quarterly
accounting period. The royalty report should include the information specified
in Section 6.3 of the Agreement. If you have any questions please do not
hesitate to contact us.

We would like to welcome Allied Digital Technologies to our steadily expanding
group of licensees. We look forward to a good relationship with you and your
company.

Please confirm receipt of these documents by signing and returning the enclosed
second copy of this letter to DVA.

Best regards,

DISCOVISION


/s/ Ronald J. Clark


Ronald J. Clark
Senior Vice President

RJC:jm

Enclosures:  One fully executed License Agreement date coded 051695 
             Two Royalty Reporting Forms

Documents safely received:



By:____________________________        Date: ________________________________


2355 Main Street Suite 200 Irvine, CA 92714 o P.O. Box 19616, Irvine, CA 92713
o (714) 660-5000 o Facsimile (714) 660-1801

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                     NON-EXCLUSIVE PATENT LICENSE AGREEMENT
                                      FOR
                                 DISC PRODUCTS

      This AGREEMENT is made effective this 1st day of June, 1995, by and
between DISCOVISION ASSOCIATES, a joint venture subject to the State of
California partnership law, having a place of business at 2355 Main Street,
Suite 200, Irvine California 92714, United States of America, (hereinafter
referred to was DVA) and ALLIED DIGITAL TECHNOLOGIES CORP., a United States
corporation, having a place of business at 7375 Woodward Avenue, Detroit,
Michigan 48202 (hereinafter referred to as LICENSEE), who agree as follows:

Section 1.0. Recitals

1.1   DVA has the right to grant licenses under certain DVA-owned United States
      patents relating to the design, manufacture, and sale of optical disc
      products such as compact discs, CD-ROM discs and video discs.

1.2   DVA is prepared to grant non-exclusive licenses under such patents on
      reasonable terms and conditions to financially sound and commercially
      responsible applicants.

1.3   LICENSEE has produced and/or sold and intends to continue producing and/or
      selling products which may embody patented inventions covered by such DVA
      patents or which may be made using apparatus or methods which may embody
      such patented inventions.

1.4   DVA is offering LICENSEE, as an option herein, a license under individual
      ones of its patents, the availability of such license under any one or
      more of DVA's patents being in no way conditioned on the need for LICENSEE
      to take a license under any other of DVA's patents.

1.5   LICENSEE has determined that its business interests will be best served by
      taking a license under the terms and conditions of this Agreement. In so
      doing, LICENSEE understands that if less than all DVA patents are
      licensed, then licenses under additional DVA patents may be required
      before LICENSEE can make or sell optical disc products free and clear of
      all claims of patent infringement by DVA. Information regarding
      infringement of additional DVA patents may be obtained by using the
      factory inspection provisions of Section 10.0 herein.


<PAGE>

Section 2.0. Definitions

2.1   "Information Storage Medium(s)" shall mean any record carrier primarily
      designed to store and/or record any type of information.

2.2   "Disc(s)" shall mean any pre-recorded, non-recordable and non-erasable
      Information Storage Medium in the shape of a disc and having information
      recorded thereon on one or both sides thereof, which information is
      recoverable using optical detection means.

2.3   "Digital Disc(s)" shall mean a Disc having pre-recorded thereon digitally
      encoded information. Digital Discs shall include, but are not limited to,
      Discs commonly known as "Compact Disc Digital Audio Discs' or 'CD Digital
      Audio Discs,' 'Compact Disc Single Discs' or 'CD Single Discs,' and 'Multi
      Media Discs.'

2.4   "Compact Disc Digital Audio Disc(s)" or "CD Digital Audio Disc(s)" shall
      mean a Digital Disc having pre-recorded thereon audio entertainment
      information. A CD Digital Audio Disc is defined herein according to the
      definition in a specification entitled "Compact Disc Digital Audio System
      Description" published by N.V. Philips Consumer Electronics B.V. and Sony
      Corporation and commonly referred to as the "Red Book". CD Digital Audio
      Discs shall include, but are not limited to, Digital Discs commonly known
      as compact discs (CD's) and pre recorded, non-recordable audio mini discs.

2.5   "Compact Disc Single Disc(s)" or "CD Single Disc(s)" shall mean a CD
      Digital Audio Disc, either three inches (3") or five inches (5") in
      diameter, having prerecorded thereon 20 minutes or less of audio
      entertainment information.

2.6   "Multi Media Disc(s)" shall mean any Digital Disc having recorded thereon
      computer, database, audio, video, text, graphics and/or player control
      information. Multi Media Discs shall include, but are not limited to,
      Digital Discs commonly known as CD-ROM Discs, CD-i Discs, CD-G Discs and
      CD Digital Video Discs.

2.7   "Compact Disc Read Only Memory Disc(s)" or "CD-ROM Disc(s)" shall mean a
      Digital Disc having pre-recorded thereon text files, data files, image
      files, computer program files, and the like, primarily intended for
      computer-related, database-related and/or multimedia-related usage. A
      CD-ROM Disc is defined herein according to the definition in a
      specification entitled 'Compact Disc Read Only Memory (CD-ROM) System
      Description" published by N.V. Philips Consumer Electronics B.V. and Sony
      Corporation and commonly referred to as


                                  Page 2 of 21

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      the "Yellow Book". CD-ROM Discs include CD-ROM/XA discs and pre recorded
      data mini discs.

2.8   "Compact Disc-Interactive Disc(s)' or 'CD-1 Disc(s)" shall mean a Digital
      Disc having pre-recorded thereon audio, video and program control data for
      interactive use with a human user by means of computer apparatus. A CD-1
      Disc is defined herein according to the definition in a specification
      entitled "Compact Disc Interactive Media Full Functional Specification"
      published by N.V. Philips Consumer Electronics B.V. and Sony Corporation
      and commonly referred to as the "Green Book".

2.9   "Compact Disc-Graphics Disc(s)" or "CD-G Disc(s)" shall mean a Digital
      Disc having pre-recorded thereon graphics information comprised of
      discrete still pictures or graphic images having no user perceivable
      motion.

2.10  "Compact Disc Digital Video Disc(s)' or 'CD Digital Video Disc(s)' shall
      mean a Digital Disc having pre-recorded thereon information intended to
      produce visual images having user perceivable motion.

2.11  "Video Disc(s)' shall mean a Disc having pre-recorded thereon any
      information intended to produce visual images having user perceivable
      motion, which information is not digitally encoded. Video Discs shall
      include, but are not limited to, Discs commonly known as laser discs
      (LD's) and compact disc-video (CD-V) discs.

2.12  "Manufacturing Apparatus" shall mean apparatus for use in the fabrication
      of Discs, including apparatus used in performing quality assurance
      procedures and/or testing of Discs.

2.13  "Manufacturing Processes)" shall mean any method or process, including
      related apparatus, used in the fabrication of Discs, including process
      steps directed to quality assurance procedures and/or testing of Discs.

2.14  "DVA Patent(s)" shall mean all United States patents owned by DVA as of
      the effective date of this Agreement, including utility models and design
      patents, and any United States patents, including utility models and
      design patents, issuing from pending United States patent applications
      owned by DVA as of the effective date of this Agreement, directed to Discs
      and/or any Manufacturing Apparatus and/or any Manufacturing Process, under
      which patents and patent applications (as well as divisionals,
      continuations, continuation-in-part applications, reissues, reexaminations
      and extensions thereof) DVA has, as of the effective date of this 


                                  Page 3 of 21

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      Agreement, the right to grant licenses to LICENSEE of the scope granted
      herein, provided however that such grant, or the exercise of rights under
      such grant, will not result in the payment of royalties or other
      consideration by DVA to third parties (except for payments to Affiliates
      of DVA and payments to third parties for inventions made by said third
      parties while employed by DVA or any of its Affiliates). United States
      patents relating to Discs and/or their manufacture which have issued and
      are licensable by DVA are set forth in Appendix A. DVA shall provide
      LICENSEE on at least an annual basis an updated version of Appendix A
      which includes any new patent to be added to Appendix A and which
      indicates the expiration of a previously listed patent by the addition of
      the letter "E" following the patent number.

2.15  "Licensed Patent(s)" shall mean those DVA-owned United States patents
      listed in Appendix B of this Agreement, these being the DVA Patent(s)
      under which LICENSEE has agreed to take a license. Any DVA Patent(s)
      listed in Appendix A may be added to Appendix B and thereby becomes a
      Licensed Patent by written agreement of the parties.

2.16  "Transfer(s)" (Transferred) as used herein shall mean (i) sell and/or
      sold, (ii) deliver(ed) to others (including for export) other than by
      sale, regardless of the basis of compensation, if any, (for example, by
      consignment, by gift or by transshipment through an intermediate country
      or territory such as Switzerland, Hong Kong, et cetera) and/or (iii) sell
      (sold) in combination with other products.

2.17  "Type Number" shall mean any combination of numbers, letters, and/or words
      used to identify a particular type or model of Disc.

2.18  "Affiliate(s)" shall mean any corporation, company, or other business
      entity controlled by a party to this Agreement. For this purpose, control
      means direct or indirect beneficial ownership of greater than fifty
      percent (50%) of the voting securities or greater than fifty percent (50%)
      interest in the income of such corporation, company, or other business
      entity.

2.19  "Arm's Length Trade" shall mean a sale, lease or other commercial
      transaction between unaffiliated parties having an adverse economic
      interest. After completion of an Arm's Length Trade, a party thereto will
      derive no further economic benefit from subsequent transactions by another
      party thereto with respect to the goods involved in such Arm's Length
      Trade.

2.20  "Manufacturer's Net Selling Price" shall mean the invoice price after
      discounts actually allowed for a Disc sold in Arm's Length Trade by
      LICENSEE or its


                                  Page 4 of 21

<PAGE>

      Affiliate, such price not to include: (1) packaging costs incurred by
      LICENSEE for such Disc; (2) insurance fees and packing and transportation
      charges incurred by LICENSEE and invoiced separately to a third party; (3)
      duties and sales taxes actually incurred and paid by LICENSEE in
      connection with delivery of such Disc; (4) the cost of any copyright
      license fee paid by LICENSEE in respect of information stored on the Disc;
      and (5) mastering charges incurred by LICENSEE and necessary for the
      manufacture of the Disc, which mastering charges are invoiced separately
      to a third party. In respect of a Disc used or leased by LICENSEE or its
      Affiliate or sold or Transferred in other than Arm's Length Trade by
      LICENSEE or its Affiliate, the Manufacturer's Net Selling Price shall be
      deemed to be equal to the average Manufacturer's Net Selling Price as
      defined above for the same or equivalent Disc sold in Arm's Length Trade
      during the then current accounting period. In the event there are no sales
      in Arm's Length Trade during an accounting period, DVA and LICENSEE shall
      attempt to agree upon an amount to be regarded as the Manufacturer's Net
      Selling Price for such accounting period. If DVA and LICENSEE do not so
      agree, then Manufacturer's Net Selling Price shall mean the actual selling
      price to an ultimate consumer. If a Disc is not separately sold and is
      included with other apparatus, then the Manufacturer's Net Selling Price
      of such Disc shall be the Manufacturer's Net Selling Price of the
      equivalent Disc which is separately sold, or, if no such equivalent Disc
      exists, shall be the price as aforesaid of such other apparatus multiplied
      by the ratio of the Manufacturing Cost of such Disc to the Manufacturing
      Cost of such other apparatus.

2.21  "Manufacturing Cost" shall mean total cost of direct materials, direct and
      indirect factory labor and factory overhead determined in accordance with
      sound accounting principles.

2.22  "Patented Portion" shall mean that portion of a product which embodies or
      uses any invention protected by an unexpired Licensed Patent, or which is
      manufactured by the use of any Manufacturing Process and/or Manufacturing
      Apparatus which uses any invention protected by an unexpired Licensed
      Patent.

Section 3.0. Non-Exclusive License Grant

3.1   DVA grants to LICENSEE a non-exclusive, royalty bearing license under the
      Licensed Patent(s):

      3.1.1 to make, have made, use, rent, lease, sell and/or Transfer Discs in
            the United States of America; and


                                  Page 5 of 21
<PAGE>

      3.1.2 to make, have made, use or have used Manufacturing Apparatus and to
            use or have used Manufacturing Processes in the United States of
            America to manufacture Discs for LICENSEE.

      It is understood by LICENSEE that licenses under additional DVA Patent(s)
      not listed in Appendix B may be required before LICENSEE can make, use,
      rent, lease, sell and/or Transfer Discs free and clear of all claims of
      patent infringement by DVA. LICENSEE may obtain from DVA a determination
      as to the applicability of any DVA Patent(s) to LICENSEE'S products by use
      of the factory inspection provisions of Section 10.0 of this Agreement. In
      any event, DVA reserves the right to bring a patent infringement action
      against LICENSEE with respect to any DVA Patent(s) not listed in Appendix
      B.

3.2   No license is granted by DVA to LICENSEE in this Section 3.0, either
      expressly or by implication, estoppel, or otherwise:

      3.2.1 other than under the Licensed Patent(s) listed in Appendix B;

      3.2.2 with respect to any products other than Discs;

      3.2.3 with respect to any product which does not include a Patented
            Portion;

      3.2.4 to rent, lease, sell and/or Transfer any Manufacturing Apparatus; or

      3.2.5 to rent, lease, sell and/or Transfer any Manufacturing Process or
            process step thereof.

3.3   The license granted herein shall include a sublicense to LICENSEE's
      Affiliates, identified in Appendix C, which are LICENSEE's Affiliates as
      of the effective date of this Agreement. LICENSEE shall pay and account to
      DVA for royalties hereunder with respect to the exercise by any Affiliate
      of LICENSEE of the sublicense granted to it hereunder. Sublicenses will be
      granted to additional Affiliates of LICENSEE during the term of this
      Agreement upon receipt by DVA of written notices from LICENSEE setting
      forth the names and addresses of such additional Affiliates to be covered
      by this Agreement, provided each such notice is given before any sales of
      Discs by the Affiliate named therein. Each Affiliate sublicensed under
      this Agreement shall be bound by the terms and conditions of this
      Agreement as if it were named herein in the place of LICENSEE. LICENSEE
      represents to DVA that it has the power to bind each such Affiliate to the
      terms and conditions of this Agreement and agrees to take whatever action


                                  Page 6 of 21

<PAGE>

      is necessary to legally bind such Affiliates. The sublicense granted to an
      Affiliate shall terminate on the date such Affiliate ceases to be an
      Affiliate.

3.4   Except as set forth in Section 3.3, LICENSEE is expressly not granted the
      right to sublicense third parties under this Agreement.

Section 4.0 Release

4.1   Upon payment of the consideration set forth in Section 5.8, DVA
      irrevocably releases LICENSEE and its Affiliates, identified in Appendix
      C, which are LICENSEE's Affiliates as of the effective date of this
      Agreement, from any and all claims of infringement of the Licensed
      Patent(s), which claims have been made or which might be made at any time,
      with respect to any Discs used, rented, leased, sold, or otherwise
      Transferred by or for LICENSEE or its sublicensed Affiliates before the
      effective date of this Agreement, to the extent such Discs would have been
      licensed hereunder had they been manufactured, used, rented, leased, sold,
      or otherwise Transferred after the effective date of this Agreement. This
      release shall not apply to any Disc on which a royalty accrues after the
      effective date of this Agreement.

4.2   LICENSEE expressly represents that its Affiliates identified in Appendix C
      includes all of LICENSEE's Affiliates as of the effective date of this
      Agreement.

Section 5.0 Royalties and other Payments

5.1   LICENSEE shall pay, as hereinafter provided, earned royalties to DVA with
      respect to both of the following for:

      5.1.1 each Disc for which LICENSEE is licensed hereunder in the country of
            manufacture; and

      5.1.2 each Disc for which LICENSEE is licensed hereunder in the country of
            use, rental, lease, sale or Transfer.

5.2   For each Disc manufactured in the United States of America, no more than
      one royalty shall be due for such Disc, regardless of the number of
      countries in which the use, distribution and sale of such Disc occurs.

5.3   LICENSEE shall pay to DVA a royalty as set forth below in Section 5.4 or
      as set forth below in Section 5.5. LICENSEE's election between the royalty
      of Section 5.4 and the royalty of Section 5.5 shall be made in writing to
      DVA for each type of Digital Disc or Video Disc on or before submission of
      the royalty report for the first accounting period for which royalty is to
      be paid for such type


                                  Page 7 of 21

<PAGE>

      of disc. This election, once made, cannot be changed except as provided
      herein.

      If Section 5.4 is selected, and LICENSEE subsequently wishes to change its
      royalty election, LICENSEE may change the royalty election by notifying
      DVA in writing, on or before submission of the royalty report for the next
      accounting period for which such royalties are to be paid, of LICENSEE'S
      election to pay royalties pursuant to Section 5.5 herein, and of the
      Licensed Patent(s) to be included in Appendix B. Appendix B shall
      thereupon be amended to list the Licensed Patent(s) in accordance with
      LICENSEE'S written notification. LICENSEE shall be liable for royalty
      payments pursuant to Section 5.4 up to the date of DVA's receipt of
      written notice of LICENSEE'S change of royalty election.

      If LICENSEE is considering an election to pay royalties pursuant to
      Section 5.5, LICENSEE may request a factory inspection in accordance with
      Section 10.0. If Section 5.5 is selected, DVA reserves the right to bring
      a patent infringement action against LICENSEE with respect to any DVA
      Patent(s) not listed in Appendix B.

      The royalty election may be changed from Section 5.5 to Section 5.4 by
      written agreement of the parties.

5.4   LICENSEE shall pay, as a first option hereinafter provided, royalties to
      DVA with respect to the following Disc products:

      5.4.1 For each Video Disc which is manufactured, used, rented, leased,
            sold and/or Transferred by or for LICENSEE and/or its Affiliates in
            the United States of America, LICENSEE shall pay to DVA a royalty
            for:

            5.4.1.1 Video Discs having a diameter up to and including six (6)
                    inches: four cents (U.S. $0.04) per side containing
                    information; and

            5.4.1.2 Video Discs having a diameter greater than six (6) inches:
                    twelve cents (U.S. $0.12) per side containing information.

            5.4.1.3 With respect to each of the preceding Sections 5.4.1.1
                    and 5.4.1.2, LICENSEE shall have the option of paying a
                    royalty of three percent (3.0%) of the Net Selling Price for
                    Video Discs manufactured, used, rented, leased, sold and/or 
                    Transferred in the United States of America.


                                  Page 8 of 21

<PAGE>

      5.4.2 For each Digital Disc which is manufactured, used, rented, leased,
            sold and/or Transferred by or for LICENSEE and/or its Affiliates in
            the United States of America, LICENSEE shall pay to DVA a royalty
            for:

            5.4.2.1 Digital Discs, except CD-Singles: three cents (U.S. $0.03)
                    per side containing information; and

            5.4.2.2 CD-Singles (CD-3 or CD-5): two cents (U.S. $0.02) per side
                    containing information.

            5.4.2.3 With respect to each of the preceding Sections 5.4.2.1 and
                    5.4.2.2, LICENSEE shall have the option of paying a royalty
                    of three percent (3.0%) of the Net Selling Price for
                    Digital Discs manufactured, used, rented, leased, sold 
                    and/or Transferred in the United States of America.

5.5   For each Digital Disc and/or Video Disc which includes a Patented Portion
      and which is manufactured, used, rented, leased, sold, and/or Transferred
      by or for LICENSEE and/or its Affiliates in the United States of America,
      LICENSEE, as a second option, shall pay to DVA a royalty equal to the sum
      total of the individual patent royalty rates of Licensed Patent(s) as a
      percentage of the Manufacturer's Net Selling Price of such Digital Disc or
      Video Disc, such individual rates being set forth in Appendix B.

5.6   Lists of companies currently having a valid patent license agreement for
      Discs with DVA are set forth in Appendix D-1 and D-2. These lists will be
      updated annually. If LICENSEE purchases Discs from any of the licensees
      listed in Appendix D-2, then LICENSEE shall pay a royalty of two United
      States cents (U.S. $0.02) per disc side containing information for each
      Digital Disc purchased from said licensee.

5.7   No royalties shall be paid by LICENSEE for:

      5.7.1 Discs manufactured for LICENSEE by any other DVA licensee, so long
            as the other DVA licensee has fully paid and reported royalties to
            DVA on such Discs and has identified LICENSEE as the purchaser of
            such Discs in their royalty reports to DVA. If the other DVA
            licensee has paid a partial royalty to DVA, then LICENSEE shall
            receive a credit for that partial royalty.


                                  Page 9 of 21

<PAGE>


      5.7.2 Discs manufactured by LICENSEE for any other DVA licensee, so long
            as the other DVA licensee has fully paid and reported royalties to
            DVA on such Discs, and LICENSEE has identified such other DVA
            licensee as the purchaser, and both LICENSEE and such other DVA
            licensee have both identified the other in their respective royalty
            reports due DVA reporting such transaction. If the other DVA
            licensee has paid a partial royalty to DVA, then LICENSEE shall
            receive a credit for that partial royalty.

5.8   LICENSEE agrees to pay DVA within sixty (60) days of the execution of this
      Agreement, the sum of ten thousand United States Dollars (U.S.
      $10000.00)as additional consideration granted LICENSEE in Section 4.0.
      This sum is not refundable and is not creditable toward royalties set
      forth in this Section 5.0.

Section 6.0 Accruals, Records and Reports

6.1   Royalties shall accrue when any Disc with respect to which royalty
      payments are required by Section 5.0 of this Agreement is sold (as
      evidenced by bill or invoice), first rented, first leased, first put into
      use or Transferred, whether or not payment is received by LICENSEE. On
      sales or Transfers between LICENSEE and its Affiliate for resale or for
      further Transfer, the royalty shall accrue at the time of sale or Transfer
      to the Affiliate.

6.2   LICENSEE shall pay royalties and other sums of money due hereunder in
      United States dollars. All royalties for an accounting period computed on
      invoiced amounts in currencies other than United States dollars shall be
      converted directly into United States dollars without intermediate
      conversions to another currency at the currency exchange rate quoted by
      either the United States edition of the Wall Street Journal or the head
      office of Citibank N.A. of New York, New York at the close of banking on
      the last business day of such accounting period.

6.3   LICENSEE's royalty reports shall include the following information:

      6.3.1 identification by Type Number, brand name and/or label name, Disc
            type (for example, CD Digital Audio, CD-ROM, etc.), Manufacturer's
            Net Selling Price and quantity of each Disc type upon which royalty
            has accrued pursuant to Section 6.1;

      6.3.2 identification by city and either state or province of the locations
            at which the Discs identified pursuant to Section 6.3.1 were
            manufactured and identification of the countries of first sale; 


                                  Page 10 of 21

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      6.3.3 identification of the royalty basis used for each Disc type pursuant
            to the provisions of Section 5.0, the amount of royalties due for
            each Disc type, all information required to show how such amount has
            been calculated and the aggregate amount of all royalties due; and

      6.3.4 identification by Type Number, brand name and/or label name, Disc
            type (for example, CD Digital Audio, CD-ROM, etc.), and quantity of
            each Disc type manufactured by or for LICENSEE during the applicable
            accounting period which is exempt from royalty in accordance with
            Section 5.7, including the name and address of the other DVA
            licensee who manufactured or received the Discs.

      In the event that either of Sections 6.3.1 and 6.3.4 do not apply,
      LICENSEE shall so state as to each such section. In the event no royalties
      are due, LICENSEE's report shall so state.

6.4   LICENSEE's royalty report shall be certified by an officer of LICENSEE or
      by a designee of such officer to be correct to the best of LICENSEE's
      knowledge and information.

6.5   An accounting period shall end on the last day of each March, June,
      September and December during the term of this Agreement. The first
      accounting period under this Agreement shall be for a period commencing as
      of the effective date of this Agreement. Within sixty (60) days after the
      end of each such period, LICENSEE shall furnish to DVA a written royalty
      report containing the information specified in Section 6.3 hereof and
      shall pay to DVA all unpaid royalties accrued hereunder in favor of DVA to
      the end of each such period.

6.6   LICENSEE shall keep separate records in sufficient detail to permit the
      determination of royalties payable hereunder. At the request of DVA,
      LICENSEE will permit an independent auditor and/or technical consultant
      selected by DVA, or any other person or persons acceptable to both DVA and
      LICENSEE, to examine during ordinary business hours once in each calendar
      year such records and other documents as may be necessary to verify or
      determine royalties paid or payable under this Agreement. Such auditor,
      technical consultant or other person(s) shall be instructed to report to
      DVA only the amount of royalties due and payable. If no request for
      examination of such records for any particular accounting period has been
      made by DVA within three (3) years after the end of said period, the right
      to examine such records for said period, and the obligation to keep such
      records for said period, shall terminate.


                                  Page 11 of 21

<PAGE>

6.7   The fees and expenses of DVA's representatives performing any examination
      of records under Section 6.6 above shall be borne by DVA. However, if an
      error in royalties of more than three percent (3%) of the total royalties
      due is discovered for any year examined, then the reasonable fees and
      expenses of these representatives, with respect to such examination, shall
      be borne by LICENSEE.

Section 7.0 Interest on Overdue Royalties and Other Payments 

7.1   LICENSEE shall be liable for interest at a rate, per annum, of three
      percent (3.0%) over the published prime rate, from time to time, on any
      overdue royalty or other payment set forth in Section 5.0 herein,
      commencing on the date such royalty or other payment becomes due. If such
      interest rate exceeds the maximum legal rate in the jurisdiction where a
      claim therefore is being asserted, the interest rate shall be reduced to
      such maximum legal rate.

Section 8.0 Most Favored LICENSEE

8.1   If DVA shall hereafter grant a license which grants the same rights
      concerning Discs as granted hereunder to LICENSEE for a Licensed Patent(s)
      for a particular country at a more favorable royalty rate than that set
      forth herein, then DVA shall notify LICENSEE thereof and LICENSEE shall be
      entitled to receive the same more favorable royalty rate for such Licensed
      Patent for such particular country, subject to the same terms and
      conditions under which the more favorable royalty rate has been granted,
      provided that this Agreement shall be modified accordingly by written
      amendment, which amendment shall be effective only for the period the more
      favorable royalty rate is in effect under such license. The foregoing
      provisions of this Section 8.1 shall not apply if-

      8.1.1 DVA receives a grant of patent rights, a license, or immunity or
            other than only a monetary consideration for such license;

      8.1.2 the more favorable royalty rate applies only to products for which
            there is a claim of past infringement and is given in consideration
            of settlement of such claim;

      8.1.3 the more favorable royalty rate forms part of a settlement of an
            outstanding controversy other than past infringement; or

      8.1.4 LICENSEE elects to continue paying the royalty set forth in this
            Agreement.


                                  Page 12 of 21

<PAGE>

Section 9.0 Assignments

9.1   LICENSEE shall not assign any of its rights or privileges hereunder
      without the prior written consent of DVA, except to a successor in
      ownership of all or substantially all the assets of LICENSEE, which
      successor expressly assumes in writing the performance of all the terms
      and conditions of this Agreement to be performed by LICENSEE as if it were
      named herein in the place of LICENSEE. After any such assignment, LICENSEE
      shall no longer be licensed hereunder.

Section 10.0 Factory Inspection

10.1  At LICENSEE's request, DVA will perform a factory inspection at LICENSEE's
      Disc manufacturing facility, or the Disc manufacturing facility of the
      manufacturer who supplies Discs to LICENSEE, and thereafter provide
      LICENSEE with claim charts indicating which DVA Patent(s) listed in
      Appendix A apply to LICENSEE's products. If LICENSEE is not the
      manufacturer, it is LICENSEE's responsibility to obtain the authorization
      of the manufacturer for DVA to perform the desired factory inspection.
      LICENSEE shall pay to DVA an inspection fee of Fifty Thousand United
      States Dollars (U.S. $50,000) for each Disc manufacturing facility to be
      inspected, said fee to be paid prior to each inspection.

10.2  If LICENSEE notifies DVA that LICENSEE wishes to have the factory
      inspection set forth in Section 10. 1, then LICENSEE agrees to allow, or
      to obtain authorization to allow, the representatives of DVA to inspect
      the Disc manufacturing facility as follows:

      10.2.1 DVA's representatives shall be allowed to inspect those parts of
             the Disc manufacturing facility which are directly related to the
             possible infringement of DVA Patent(s). The inspection shall be 
             made during reasonable business hours as soon as practically
             possible after payment of the inspection fee by LICENSEE. DVA and
             LICENSEE shall determine by mutual agreement the time, duration and
             other detailed manner and schedule of such inspection.

      10.2.2 The employees at such production facilities will be directed, to
             the best of LICENSEE'S ability, to answer all questions asked by 
             the DVA representatives and will allow the full and complete
             inspection, copying, videotaping and photographing of all
             documentation, machines, methods, and materials used in, at, or 
             with a part of the Disc manufacturing facility which LICENSEE has
             the right to disclose to others, as long as such questions and/or
             such part of the facility is directly related to the possible
             infringement. Any notes made by the


                                 Page 13 of 21
<PAGE>

             DVA representatives and any documents, photographs, and videotapes
             shall be stamped "CONFIDENTIAL".

      10.2.3 Any inspection of a Disc manufacturing facility shall be on a
             confidential basis, and information learned as a result thereof
             shall be used for no purpose other than the technical discussions
             set forth herein. DVA shall safeguard the confidential information
             learned with standards at least as high as those that it uses to
             safeguard its own confidential information.

      10.2.4 DVA shall not divulge any and all information obtained or learned
             as a result of such inspection to any other person or entity other
             than LICENSEE, including but not limited to other DVA licensees.
             This obligation shall not apply to information which is or becomes
             publicly available through no fault of DVA or is rightfully 
             obtained without a bind of secrecy.

      10.2.5 DVA shall use its best efforts to provide, within sixty (60) days
             from the inspection of the Disc manufacturing facility, a report in
             writing to LICENSEE. The report shall include those DVA Patent(s)
             which DVA believes are infringed by such facility and shall be in
             the form of claim charts providing the basis and reasons for the
             possible infringement of the DVA Patent(s) in question.

             DVA shall use its best efforts to include in the report all DVA
             Patent(s) which DVA believes are infringed by such facility. It is
             understood and agreed by LICENSEE that the exclusion of one or more
             DVA Patents neither estops DVA from asserting a claim of
             infringement against LICENSEE under such DVA Patent(s), nor affects
             the rights of DVA in any way with respect to such DVA Patent(s).

             It is understood and agreed by LICENSEE that this report and these
             claim charts are for settlement purposes only and cannot and Will
             not be used for any other purpose. LICENSEE agrees to keep this
             report and these claim charts confidential and not to disclose them
             to any other party.

10.3  LICENSEE can elect this inspection option once per calendar year. Any
      @Inspection of a Disc manufacturing facility after the first inspection of
      such Disc manufacturing facility shall be performed for a fee to be
      determined and agreed upon between DVA and LICENSEE.


                                  Page 14 of 21

<PAGE>

Section 11.0 License to DVA

11.1  LICENSEE grants to DVA and its Affiliates an irrevocable, non-exclusive,
      royalty-free license under LICENSEE's United States patents and patent
      applications to make, have made, use, lease, sell or otherwise Transfer
      Discs, and to make, have made, use or have used Manufacturing Apparatus in
      the manufacture of Discs and to practice or have practiced Manufacturing
      Processes in the manufacture of discs. Said license to DVA and its
      Affiliates shall be effective as of the date LICENSEE first pays royalties
      in accordance with Section 5.0 hereof Said license shall be with respect
      to all of LICENSEE's United States patents and patent applications,
      including utility models, design patents, divisionals, reissues,
      extensions, continuations, and reexaminations, under which patents and
      patent applications LICENSEE now has or hereafter, during the term of this
      Agreement, obtains the right to grant licenses to DVA of the scope granted
      herein.

11.2  The license as set forth in Section 11.1 shall not apply with respect to
      any patent of LICENSEE, if such grant would result in the payment of
      royalties by LICENSEE to third parties, except for payments to Affiliates
      of LICENSEE and payments to third parties for inventions made by said
      third parties while employed by LICENSEE or any of its Affiliates.

Section 12.0 Term of AGREEMENT: Termination

12.1  Subject to Section 12.5 below, the term of this Agreement shall be from
      the effective date hereof until the expiration of the last to expire of
      the Licensed Patent(s), unless previously terminated as hereinafter
      provided.

12.2  LICENSEE may terminate the license granted herein, but only in its
      entirety, at any time by giving notice in writing to DVA. Such termination
      shall be effective on the date such notice is received by DVA.

12.3  DVA shall have the right to terminate this Agreement in the event:

      12.3.1 LICENSEE fails to make any payment when due under this Agreement
             and such payment is not made within sixty (60) days of written
             notice from DVA; or

      12.3.2 LICENSEE defaults under any term of this Agreement, other than a
             default involving the payment of money, which default is not cured
             within thirty (30) days of written notice from DVA; or


                                  Page 15 of 21

<PAGE>

      12.3.3 LICENSEE becomes insolvent or admits in writing its inability to
             pay its debts as they mature or makes an assignment for the benefit
             of creditors; or

      12.3.4 LICENSEE files a petition under any foreign or U.S. bankruptcy law.

             The rights and remedies set forth in this section are not exclusive
             and are in addition to any other rights and remedies available to
             DVA under this Agreement or at law or equity.

12.4  In the event this Agreement or the license granted hereunder shall be
      terminated pursuant to this Section 12.0 or assigned pursuant to Section
      9.0, the corresponding sublicenses granted to Affiliates of LICENSEE
      pursuant to Section 3.3 shall likewise terminate, but no notices need be
      given by DVA to such Affiliates.

12.5  Any expiration or termination of this Agreement pursuant to this Section
      12.0, or any termination of a sublicense pursuant to Section 3.3, shall
      not relieve LICENSEE of any obligation or liability accrued hereunder
      prior to such termination (including, without limitation, the obligations
      set forth in Sections 5.0, 6.0 and 7.0), or rescind or give rise to any
      right to rescind anything done by LICENSEE or any payments made or other
      consideration given to DVA hereunder prior to the time such termination
      becomes effective, and such termination shall not affect in any manner any
      rights of DVA arising under this Agreement prior to such termination.

Section 13.0 - Payments, Notices and Other Communications

13.1  Any notice or other communication pursuant to this Agreement shall be made
      by registered airmail (except that registered or certified mail may be
      used where delivery is in the same country as mailing) and shall be
      effective upon receipt by the addressee. Such notice or communication
      shall be mailed to:

      13.1.1 In the case of DVA:

             Dennis Fischel
             President
             DISCOVISION ASSOCIATES
             Post Office Box 19616
             Irvine, California 92713


                                  Page 16 of 21

<PAGE>

      13.1.2 In the case of LICENSEE:

                   ALLIED DIGITAL TECHNOLOGIES CORP. 
                   7375 Woodward Avenue
                   Detroit, Michigan 48202
                   Attn: James A. Merkle, President & Chief Executive Officer

             with a copy to:

                   MILLER, CANFIELD, PADDOCK & STONE
                   150 West Jefferson
                   Suite 2500
                   Detroit, Michigan 48226
                   Attn: Gilbert E. Gove

      13.2  LICENSEE's royalty reports, as described in Section 6.0 of this
            Agreement, shall be mailed via air mail to:

                   DISCOVISION ASSOCIATES
                   ATTN: Controller
                   Post Office Box 19616
                   Irvine, California 92713

                   Fax No.: (714) 660-1801

            A summary of the report, which states the total royalty to be paid,
            shall be sent by facsimile to DVA on, or before, the mailing of the
            complete report.

      13.3  All payments set forth in Section 5.0 of this Agreement shall be
            paid via bank wire transfer to:

                   Federal Reserve Bank of San Francisco
                   For Credit to Sumitomo Bank of California
                   San Francisco - Head Office
                   ABA: 131002042

For Further Credit to:

                   The Sumitomo Bank, Ltd., Los Angeles Branch 
                   for Account of Discovision Associates 
                   ABA: 132003396
                   Account Number: 046-133013-70


                                  Page 17 of 21

<PAGE>

            or by check payable to DVA and mailed via air mail directly to:

                   DISCOVISION ASSOCIATES
                   ATTN: Controller
                   Post Office Box 19616
                   Irvine, California 92713

Section 14.0 Applicable Law

14.1  This Agreement shall be construed, and the legal relations between the
      parties hereto shall be determined, in accordance with the laws of the
      State of New York and, as applicable, the laws of the United States of
      America.

Section 15.0 Miscellaneous

15.1  Nothing contained in this Agreement shall be construed as:

      15.1.1 requiring the filing of any patent application, the securing of any
             patents or the maintenance of any patents; or

      15.1.2 a warranty or representation by DVA as to the validity or scope of
             any Licensed Patent; or

      15.1.3 a warranty or representation that the manufacture, use, rental,
             lease, sale or other Transfer of any Disc is free from infringement
             of any patents or other rights of third parties; or

      15.1.4 an obligation on the part of DVA to furnish any manufacturing or
             technical information, or any information concerning other
             licensees, except as to the obligation under ss.8.0; or

      15.1.5 an obligation upon DVA to make any determination as to the
             applicability of its patents to any of LICENSEE's products, except
             as otherwise provided in Section 10.0; or

      15.1.6 a license with respect to any act which would otherwise constitute
             inducement of infringement or contributory infringement under 
             United States patent law or its equivalent under any law foreign to
             the United States; or

      15.1.7 conferring any right to use, in advertising, publicity, or
             otherwise, any name, trade name, trademark, service mark, symbol or
             any other identification or any contraction, abbreviation or
             simulation thereof; or


                                  Page 18 of 21

<PAGE>

      15.1.8 conferring any rights by implication, estoppel or otherwise, to or
             under copyrights with respect to any computer software under any
             present system of statutory protection or one hereinafter enacted
             in any country or countries, wherein the copying of such computer
             software is a requisite of infringement under such system; or

      15.1.9 an obligation to bring or prosecute actions or suits against third
             parties for infringement of any patent.

15.2  LICENSEE shall have the complete responsibility and shall use its best
      efforts to obtain all necessary approvals and validations of this
      Agreement, including all necessary approvals and validations for any
      products made, used or sold hereunder.

15.3  LICENSEE will sell and deliver to DVA, F.O.B. LICENSEE's shipping point,
      any Disc ordered from LICENSEE by DVA and which is available for sale by
      LICENSEE (which shall exclude any Disc manufactured by LICENSEE for a
      third party.) LICENSEE will also sell and deliver to DVA a copy of each
      manual (including, but not limited to, service, use and other technical
      manuals) relevant to a Disc manufactured by or for LICENSEE, provided
      that, upon request by LICENSEE, DVA first delivers to LICENSEE a letter
      agreeing to hold such manual in confidence and to use it only for reverse
      engineering purposes. Any such sales will be at the same prices charged to
      LICENSEE's most favored customer.

15.4  The waiver by either party of a breach or default of any provisions of
      this Agreement by the other party shall not be construed as a waiver of
      any succeeding breach of the same or any other provision, nor shall any
      delay or omission on the part of either party to exercise or avail itself
      of any right, power or privilege that it has or may have hereunder operate
      as a waiver of any right, power or privilege of such party.

15.5  It is the intention of both parties to make this Agreement binding only to
      the extent that it may be lawfully done under existing applicable law as
      identified in Section 14.0. If any sentence, paragraph, clause or
      combination of the same is in violation of any applicable law, that
      portion which is in violation shall be severed from this Agreement and the
      remainder of this Agreement shall remain binding upon the parties hereto,
      except that no license is granted, expressly or by implication, unless
      royalties are paid pursuant to Section 5.0.


                                  Page 19 of 21

<PAGE>

15.6  Each party represents and warrants that it has the full right and power to
      enter into this Agreement and that there are no outstanding agreements,
      assignments, or encumbrances to which the representing party is bound
      which may restrict, or prohibit entry into, or performance under, this
      Agreement. DVA further represents and warrants that it has the full power
      to grant the license and release set forth in Sections 3.0 and 4.0.
      Neither party makes any other representations or warranties, express or
      implied, other than the representations set forth in Sections 3.3 and 4.2
      regarding Affiliates.

15.7  The headings of the several sections are inserted for convenience of
      reference only and are not intended to affect the meaning or
      interpretation of this Agreement.

15.8  This Agreement may be executed in any number of copies, but all of such
      counterparts together shall constitute one and the same Agreement.

15.9  The parties hereto acknowledge that this instrument sets forth the entire
      agreement and understanding of the parties hereto and shall supersede all
      previous communications, representations and understandings, either oral
      or written, between the parties relating to the subject matter hereof,
      except prior written agreements signed by both parties, and shall not be
      subject to any changes or modifications except by the signing of a written
      instrument by or on behalf of both parties hereto.


                                  Page 20 of 21

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
signed as of the dates written below, to be effective as of the date first above
written.

                                       DISCOVISION ASSOCIATES



                                          /s/ Dennis Fischel
                                          -----------------------------------
                                   By:    Dennis Fischel
Witness:                           Title: President



/s/ [ILLEGIBLE]                    Date: June 20, 1995
------------------------------           ------------------------------------



                                   ALLIED DIGITAL TECHNOLOGIES
                                   CORPORATION



                                          /s/ James A. Merkle
                                          -----------------------------------
                                   By:    James A. Merkle
Witness:                           Title: President/C.E.O.



/s/ [ILLEGIBLE]                    Date: June 9, 1995
------------------------------           ------------------------------------



                                  Page 21 of 21


<PAGE>

<TABLE>
<CAPTION>
                                                             APPENDIX A

====================================================================================================================================
                                INDIVIDUAL
                                PATENT
                    PATENT      ROYALTY
  COUNTRY           NUMBER      RATE                                  TITLE
====================================================================================================================================
<S>              <C>            <C>         <C>
UNITED STATES    US 3,430,966E  2.00%       TRANSPARENT RECORDING DISC
                 US 3,518,442E  2.00%       VIDEO PLAYBACK ASSEMBLY WHEREIN THE RECORD DISC HAS OPTICAL 
                                              RECORDING ON BOTH SIDES
                 US 3,658,954E  2.00%       DUPLICATING PROCESS FOR VIDEO DISC RECORDS
                 US 3,687,664E  2.00%       DUPLICATING PROCESS FOR VIDEO DISC RECORDS
                 US 3,794,410E  2.00%       ARTICULATED MIRROR
                 US 3,829,622E  2.00%       VIDEO DISC PLAYER WITH VARIABLY BIASED PNEUMATIC HEAD
                 US 3,894,180E  2.00%       HEAD HEIGHT CONTROL SYSTEM
                 US 3,908,076E  2.00%       EXTENDED PLAY VIDEODISC RECORDING SYSTEM
                 US 3,908,080E  2.00%       METHOD OF MAKING AN EXTENDED PLAY VIDEO DISC RECORD
                 US 3,914,541E  2.00%       VIDEO DISC PLAYER
                 US 3,915,576E  0.80%       METHOD AND APPARATUS FOR CENTERING A CIRCULAR DISC
                 US 3,924,062E  2.00%       DISC RECORD WITH SKIPPED STANDARD VIDEO INCREMENTS & CONTINUOUS AUDIO 
                                              INCREMENTS & METHOD APPARATUS FOR REPRODUCTION
                 US 3,947,888E  1.65%       HYDRODYNAMIC BEARING HEAD PROVIDING CONSTANT SPACING
                 US 3,954,469E  1.65%       METHOD OF CREATING A REPLICATING MATRIX
                 US 3,997,715   1.65%       FOCUSING SYSTEM FOR VIDEODISC PLAYER
                 US 4,006,294E  1.65%       TRANSDUCER HEAD ASSEMBLY WITH FLUID BEARING AND HEAD HEIGHT CONTROL SYSTEM
                 US 4,124,672   2.00%       REPLICATION UTILIZING A CASTING PROCESS
                 US 4,130,620   2.00%       METHOD FOR MAKING VIDEO DISCS AND VIDEO DISCS MOLDS
                 US 4,141,731   1.65%       METHOD OF CREATING A REPLICATING MATRIX
                 US 4,152,586   1.65%       OPTICAL TRANSDUCER AND FOCUSING SYSTEM
                 US 4,161,752   2.00%       HIGH DENSITY VIDEO DISC HAVING TWO PIT DEPTHS
                 US 4,161,753   2.00%       VIDEO RECORDING DISC WITH INTERLACING DATA FOR FRAMES ON THE SAME TRACK
                 US 4,185,955   1.65%       APPARATUS FOR REPLACING CENTRALLY APERTURED VIDEO DISC RECORDS
                 US 4,190,860   1.65%       DIGITAL METHOD AND APPARATUS FOR ROTATING AN INFORMATION STORAGE DISC
                 US 4,204,199   2.00%       METHOD AND MEANS FOR ENCODING AND DECODING DIGITAL DATA
                 US 4,210,931   2.00%       VIDEO PLAYER AND/OR RECORDER WITH HARDAMARD TRANSFORM
                 US 4,211,617   2.00%       PROCESS FOR PRODUCING A STAMPER FOR VIDEODISC PURPOSES
                 US 4,222,072   2.00%       VIDEO PLAYER/RECORDER WITH NON-LINEAR MARK LENGTH MODULATION
                 US 4,225,873   2.00%       RECORDING AND PLAYBACK SYSTEM
====================================================================================================================================

                                                            Page 1 of 4
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                             APPENDIX A

====================================================================================================================================
                                INDIVIDUAL
                                PATENT
                    PATENT      ROYALTY
  COUNTRY           NUMBER      RATE                                  TITLE
====================================================================================================================================
<S>              <C>            <C>         <C>
UNITED STATES    US 4,228,326   2.00%       SYSTEM FOR RECORDING INFORMATION ON A ROTATING STORAGE DISC
 (cont.)                                      IN SUBSTANTIALLY UNIFORM RECORDING DENSITY
                 US 4,232,388   1.00%       METHOD AND MEANS FOR ENCODING AND DECODING DIGITAL DATA
                 US 4,241,698   1.65%       VACUUM EVAPORATING SYSTEM FOR THE DEPOSITION OF A THIN 
                                              EVAPORATED LAYER HAVING A HIGH DEGREE OF UNIFORMITY
                 US 4,252,327   2.00%       VIDEO DISC PLAYER
                 US 4,256,374   0.75%       WRITE AND READ OBJECTIVE LENS FOR HIGH DENSITY STORAGE
                 US 4,260,360   1.65%       METHOD AND MEANS FOR REPLICATING CENTRALLY APERTURED VIDEO DISC RECORDS
                 US 4,264,911   2.00%       OPTICAL RECORDING DISC AND RELATED METHOD OF MANUFACTURE
                 US 4,274,119   2.00%       RECORDING DISC COVER AND PLAYER APPARATUS FOR REMOVING COVER
                 US 4,286,848   0.75%       REPRODUCING OBJECTIVE LENS FOR VIDEODISCS
                 US 4,307,381   2.00%       METHOD AND MEANS FOR ENCODING AND DECODING DIGITAL DATA
                 US 4,310,919   2.00%       OPTICAL VIDEO DISC STRUCTURE 
                 US 4,313,190   1.20%       METHOD FOR MAKING A COMPOSITE VIDEO DISC 
                 US 4,313,191   2.00%       RECORDING MEDIUM HAVING A PILOT SIGNAL WITH AN ALIGNED PHASE ANGLE IN ADJACENT TRACKS
                 US 4,337,538   2.00%       DRIVE ASSEMBLY FOR A VIDEO RECORDER-PLAYBACK MACHINE
                 US 4,339,814   2.00%       SPINDLE ASSEMBLY FOR A VIDEO RECORDER-PLAYBACK MACHINE
                 US 4,340,353   1.65%       HOT SPRUE VALUE ASSEMBLY FOR AN INJECTION MOLDING MACHINE
                 US 4,340,955   2.00%       VIDEO DISC PLAYER
                 US 4,341,469   0.80%       LASER SHADOWGRAPH
                 US 4,345,261   2.00%       DIELECTRIC RECORDING MEDIUM
                 US 4,347,599   0.80%       SPINDLE CLAMP ASSEMBLY FOR A VIDEO RECORDER-PLAYER MACHINE
                 US 4,347,619   2.00%       DIGITAL FORMATTING SYSTEM
                 US 4,353,767   2.00%       METHOD OF MANUFACTURING AN OPTICAL READING DISC
                 US 4,357,533   2.00%       FOCUS DETECTOR FOR AN OPTICAL DISC PLAYBACK SYSTEM
                 US 4,358,774   2.00%       APPARATUS AND METHOD FOR CONTROLLING FOCUS IN A RECORDING MEDIUM
                 US 4,358,802   1.65%       FLUID CUSHION TURNTABLE FOR VIDEO DISC PLAYER
                 US 4,367,545   2.00%       VIDEO DISC PLAYER
                 US 4,368,957   0.75%       WIDE APERTURE OBJECTIVE LENS
                 US 4,372,741   1.65%       HOT SPRUE VALUE ASSEMBLY FOR AN INJECTION MOLDING MACHINE
====================================================================================================================================


                                                            Page 2 of 4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                             APPENDIX A

====================================================================================================================================
                                INDIVIDUAL
                                PATENT
                    PATENT      ROYALTY
  COUNTRY           NUMBER      RATE                                  TITLE
====================================================================================================================================
<S>              <C>            <C>         <C>
                 US 4,504,939   2.00%       STORAGE MEDIUM TRACK PITCH DETECTOR
                 US 4,510,536   2.00%       SIGNAL CONDITIONING METHOD AND APPARATUS FOR FM CODE SIGNAL
                 US 4,519,004   2.00%       EXTENDED PLAY VIDEODISC
                 US 4,524,444   2.00%       ANALYZING THE SIGNAL TRANSFER CHARACTERISTICS OF A SIGNAL PROCESSING UNIT
                 US 4,535,548   1.65%       METHOD AND MEANS FOR DRYING COATINGS ON HEAT SENSITIVE MATERIALS
                 US 4,566,090   2.00%       STORAGE MEDIUM TRACK PITCH DETECTOR
                 US 4,583,210   2.00%       METHOD AND APPARATUS FOR STORING AND RETRIEVING INFORMATION
                 US 4,598,324   2.00%       AUDIO EVALUATION UNDER CONTROL OF VIDEO PICTURE FRAME NUMBER
                 US 4,611,318   2.00%       METHOD AND APPARATUS FOR MONITORING THE STORAGE OF INFORMATION ON A STORAGE MEDIUM
                 US 4,615,753   2.00%       VIDEO RECORD DISC AND PROCESS FOR MAKING SAME
                 US 4,623,837   2.00%       AUDIO/VIDEO QUALITY MONITORING SYSTEM 
                 US 4,648,084   2.00%       STORAGE MEDIUM TRACK PITCH DETECTOR 
                 US 4,706,133   2.00%       METHOD AND APPARATUS FOR RECOVERING INFORMATION FROM A VIDEO DISC
                 US 4,759,007   2.00%       STORAGE MEDIUM TRACK PITCH DETECTOR
                 US 4,764,915   2.00%       METHOD AND APPARATUS FOR RECORDING A MULTIPLEXED SIGNAL ON A RECORD MEDIUM
                 US 4,796,098   2.00%       BANDED AND INTERLEAVED VIDEO DISC FORMAT 
                 US 4,797,752   2.00%       BANDED AND INTERLEAVED VIDEO DISC FORMAT 
                 US 4,819,223   2.00%       VIDEO RECORD DISC 
                 US 4,893,297   2.00%       VIDEO RECORD DISC AND PROCESS FOR MAKING SAME 
                 US 4,980,878   2.00%       METHOD AND APPARATUS FOR SCANNING A RECORDING MEDIUM FOR DEFECTS
                 US 5,001,568   2.00%       SIGNAL EVALUATION BY ACCUMULATION AT ONE RATE AND RELEASING AND TESTING AT A SLOWER RATE
                 US 5,003,526   2.00%       SYSTEM FOR RECORDING DIGITAL INFORMATION IN A PULSE-LENGTH MODULATION FORMAT
                 US 5,018,020   2.00%       RECORD DISC FOR STORING SEPARATE VIDEO AND AUDIO INFORMATION
                 US 5,084,852   2.00%       SYSTEM FOR RECORDING DIGITAL INFORMATION IN A PULSE-LENGTH MODULATION FORMAT
                 US 5,126,990   2.00%       A METHOD OF EVALUATING A STORAGE MEDIUM BY RECIRCULATING A TEST SAMPLE OF A SIGNAL
                 US 5,220,434   2.00%       VIDEO RECORDING MEDIUM FOR STOP-MOTION PLAYBACK
                 US 5,253,244   2.00%       SYSTEM FOR RECORDING DIGITAL INFORMATION IN A PULSE-LENGTH MODULATION FORMAT
                 US  RE32,431   2.00%       METHOD AND APPARATUS FOR RECOVERING INFORMATION FROM A ROTATABLE STORAGE DISC
====================================================================================================================================

                 NOTE:  An "E" directly following the patent Number indicates that patent has expired.


                                                            Page 4 of 4
</TABLE>

<PAGE>

                                   Appendix B


UNITED STATES PATENTS LICENSED TO LICENSEE UNDER THIS AGREEMENT:


                                        INDIVIDUAL 
                                        PATENT
PATENT NUMBER                           ROYALTY RATE
-------------                           ------------




      APPENDIX B PATENTS SHALL BE ALL OF THE PATENTS LISTED IN APPENDIX A


                                   APPENDIX B
                                   Page 1 of 1

<PAGE>

                                   APPENDIX C


LICENSEE'S Affiliates as of the effective date of this Agreement are:

          Company:       Hauppauge Record Manufacturing, Ltd.
          Address:       15 Gilpin Avenue 
                         Hauppauge, New York 11788

          Company:       HRM Holdings Corp.
          Address:       15 Gilpin Avenue 
                         Hauppauge, New York 11788

          Company:       Allied Film Laboratory, Inc.
          Address:       7375 Woodward Avenue 
                         Detroit, Michigan 48202

          Company:       _______________________________________
          Address:       _______________________________________
                         _______________________________________
                         _______________________________________


                                   APPENDIX C
                                   Page 1 of I

<PAGE>

                                  APPENDIX D-1


             LICENSED DISC MANUFACTURERS WHO ARE PAYING U.S. RATES:


Americ Disc Inc.                             Nimbus Manufacturing Inc.

Atlantic Recording Corporation               Optical Disc Corporation

Better Quality Cassettes, Inc.               Philips (N.V.)

Cinram Ltd.                                  Pilz (U.S.)

Denon Corporation (USA)                      Pioneer

Digital Audio Disc Corporation (U.S.)        Producers Color/Technidisc

Discovery Systems/Metatec                    Sanyo Laser Products

Disctronics Limited (U.S.)                   Sonopress Inc. (U.S.)

EMI Manufacturing (USA)                      Sony Music Entertainment

JVC America                                  Time Warner Inc. (U.S.)

KAO Corporation                              U.S. Optical Disc

Kuraray Co., Ltd.                            Warner Bros.  Records Inc.

Mitsubishi Plastics Industries Ltd.          Warner Communications Inc.

National Tape & Disc Inc.                    WEA Manufacturing Inc.


                                  APPENDTX D-1
                                   Page I of 1

<PAGE>

                                  APPENDIX D-2

               LICENSED DISC MANUFACTURERS NOT PAYING U.S. RATES:

Bertelsmann AG                               Pilz GmbH & Company

Compact Disc KG
Bertelsmann de Mexico                        P & 0 Compact Disc

Damont Audio Limited                         Ritek Incorporation

Disctronics Limited                          Sanyo Electric Co., Ltd.

Hitachi Ltd.                                 Sonopress Pan Asia Ltd.

Matsushita Electric Industrial Co., Ltd.     Sony Corporation

Mayking Records Ltd.                         Sony DADC Austria AG

Memory-Tech Corporation                      Thom EMI plc

Mitsubishi Electric Corporation              Toshiba Corporation

Moulage Plastique de L'ouest (MPO)           Toshiba-EMI Limited

Nimbus Manufacturing (UK) Ltd.               Victor Company of Japan

Nippon Columbia Co., Ltd.


                                  APPENDIX D-2
                                   Page 1 of I

<PAGE>

<TABLE>
<CAPTION>
                                                ROYALTY REPORT                                PAGE __ OF __
                                                DIGITAL DISCS
                                                UNITED STATES
===========================================================================================================

     COMPANY:  ALLIED DIGITAL TECHNOLOGIES CORP.       PERIOD:_______ TO________

                        EXCHANGE RATE: ____________/US$

===========================================================================================================

                                                         PER CONTRACT
                                                         ROYALTY PER
            BRAND          COUNTRY        COUNTRY      INFORMATION SIDE
              OR             OF             OF               OF                         ROYALTY     ROYALTY
PRODUCT   TRADEMARK      MANUFACTURE    DESTINATION    NET SELLING PRICE    QUANTITY      RATE        DUE
===========================================================================================================
<S>       <C>            <C>            <C>            <C>                 <C>            <C>         <C>

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

===========================================================================================================

                   TOTAL NET                                  TOTAL
                   SELLING PRICE:____________ TAX %:____ ROYALTIES DUE:__________________
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                ROYALTY REPORT                                PAGE __ OF __
                                                DIGITAL DISCS
                                                UNITED STATES
===========================================================================================================

     COMPANY:  ALLIED DIGITAL TECHNOLOGIES CORP.       PERIOD:_______ TO________

                        EXCHANGE RATE: ____________/US$

===========================================================================================================

                                                         PER CONTRACT
                                                         ROYALTY PER
            BRAND          COUNTRY        COUNTRY      INFORMATION SIDE
              OR             OF             OF               OF                         ROYALTY     ROYALTY
PRODUCT   TRADEMARK      MANUFACTURE    DESTINATION    NET SELLING PRICE    QUANTITY      RATE        DUE
===========================================================================================================
<S>       <C>            <C>            <C>            <C>                 <C>            <C>         <C>

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

===========================================================================================================

                   TOTAL NET                                  TOTAL
                   SELLING PRICE:____________ TAX %:____ ROYALTIES DUE:__________________
</TABLE>