<PAGE>

                                                                 EXHIBIT 10.34

NUWAVE LOGO



                                                                March 24, 1997



Rave Engineering Corp.
and Prime Technology, Inc.


Ladies and Gentlemen:

     This letter agreement (the "Agreement") will confirm that the Licensing
Agreement dated July 21, 1995 (the "Licensing Agreement") between Rave
Engineering, Inc. ("Rave") and NUWAVE Technologies, Inc. ("NUWAVE"), formerly
Nuwave Engineering, Inc. is amended so that there is excluded from the
definition of Licensed Products and Licensed Technology the Game Engine
Technology described on Exhibit A to this Agreement (the "Gaming Technology"),
to the extent such technology is used in the delivery images which are part of
interactive video games, such as arcade games or computer games ("Video
Gaming").

     In return for the agreement provided for in the prior paragraph, Rave
agrees to pay NUWAVE a fee equal to 2.5% on all net sales of the Gaming
Technology and 25% of all Licensing Fees paid to it on account of the Gaming
Engine Technology (the "Game Engine Payments"). The Game Engine Payments shall
be made in the same manner as provided for in payments of Royalties pursuant to
(and as defined in) Section VII of the License Agreement. In that connection,
Rave agrees to submit any agreements with respect to the sale or sublicensing of
the Game Engine Technology to NUWAVE for its review a reasonable time before
such agreements become binding, and to consult with NUWAVE with respect to the
terms thereof. Rave also agrees not to sell or otherwise dispose of the Gaming
Technology unless the assignee agrees in writing with NUWAVE to be bound by the
terms and conditions of this Agreement.

     In addition, each of the parties to this Agreement that the Gaming
Technology and the Game Engine Payments are not subject to the Exclusive Agency
Agreement between Prime and NUWAVE dated July 21, 1995.
<PAGE>

Rave Engineering Corp.
and Prime Technology, Inc.
March 24, 1997
Page 2



     If the foregoing reflects your understanding, please acknowledge your
agreement by signing and returning a copy of this Agreement.





                                      Very truly yours,

                                      NUWAVE TECHNOLOGIES, Inc.



                                     By: /s/ Jeremiah J. O'Brien
                                         --------------------------
                                         Authorized Signatory

AGREED TO THIS 25TH DAY OF MARCH, 1997

PRIME TECHNOLOGY, INC.



BY: /s/ Ted L. Wong
   ------------------------
   Authorized Signatory

RAVE ENGINEERING CORP.



BY: /s/ Lorrie J. Burnworth
   ------------------------
   Authorized Signatory
<PAGE>

                                 EXHIBIT 1 OF 3


GAME ENGINE TECHNOLOGY


A live action video game with fully-controlled full motion may be created with
this technology. The technology allows the manipulation of motion pictures by
using multiple steams of video. A video game may be created in a short time
cycle. The arcade unit is adaptable for the home if desired. The capability to
play live video interactive games could have a beneficial impact on the video
industry.
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                                 EXHIBIT 2 OF 3




                          LIVE VIDEO INTERACTIVE GAME

Rave Engineering Corporation has developed the only way to take a single video
track and use it to contain up to 16 tracks of interactive live video in VHS
like quality. The people will be responsive to front panel controls anywhere in
any matrix.

In addition to the 16 (selectable) possible sequence tracks of live video, it is
possible to have live or panned backgrounds and up to twelve token objects in
any matrix displayed and moved under interactive user control with further
overlays, alpha numerics and 16 sound tracks.

What does that mean? It means the joystick and fire buttons on the game panel
can control the outcome and movement of real, live people in real, live produced
video. You can control arms, legs, kicks, jumps, airplanes, gunfire, cars. You
control the movement of live recorded prople. The people can be movie stars like
VanDamme, Chuck Norris, Rambo and Schwartzenegger. They could be sports stars
like Nolan Ryan, Magie Johnson and or others. Another important feature is that
it is possible for the game engine to provide the ways and means whereby K-Mart
and Toys-R-Us can put you, your kids, and your neighbors into the game at the
time of your purchase or at the Arcade, just prior to game play, right there on
the spot. Then your family comes out on the TV screen in real, live living color
and you control them, there movements and actions. This will be the only way you
will have your children under your complete control. They will look natural in
action, on the screen.


The Game is VHS quality equivalent coming from an optical disc in an Arcade game
and VHS tape in a home game. You control the actions and options with a
neverstop to wait, but always producing action with a lightning fast 1/30 of a
second response time that can deliver up to 16 action options plus a pan or live
background noise, in addition to 12 token options accompanied by 16 channels of
recorded audio mixed with two sound effects channels for outstanding stereo FX.

This Rave game can have one or two players each with a minimum eight options for
one or two characters doing battle or any other event interaction.

This game can put your 11 year old dressed, in the game in his T-shirt and blue
jeans.
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                                 EXHIBIT 3 OF 3


When he gets in trouble in the story he can transform (called metamorphose or
morphing) into metalman just like the cop does in the movie Terminator II. With
a flip of your joystick, right before your eyes he transforms into a ferocious,
man-eating Bengal Tiger then, back to metalman, then into an African Bull
Elephant that tips over a tank. Another joystick wave and he transforms into
spiderman and series tall buildings another joystick movement then into Superman
to save the girl and of course the world.

This engine can combine live action, real live video with graphics and animation
to produce results like Roger Rabbit in Toon Town. We can also include
integrated, interactive voice response. Which means you can carry on a simulated
conversation with the character in the game. Yes, this system is also the very
best interactive training system in existence.

This game can also be played over cable TV without adding any cable channels
between households by the cable TV company. It could be possible to have world
game interactive championships plus special time and date bonuses and the
teaching of upgrade of skills and much more.

Raves' game engine and game editor can create the best games on earth and also
at the same time dramatically cut the production cost over current game software
technologies. I think this new breakthrough technology could propel the company
that licenses it to the status of most profitable game company in the world by a
considerable margin. Also, know that this technology of Raves' will also, for up
to 16 mini movies or 4 high quality full screen movies to be recorded at once on
a single video cassette.





If you believe in the incredible you will produce it.