EXHIBIT 10.41


                          COMPONENT PURCHASE AGREEMENT



By and between:  Thomson Consumer  Electronics,  Inc., a company organized under
the laws of Delaware with a principle  place of business at 10330 North Meridian
Street,  Indianapolis,  Indiana 46290,  hereinafter  referred to as "Buyer;" and
NUWAVE  Technologies,  Inc., a company  organized under the laws of Delaware and
having offices at One Passaic Avenue,  Fairfield,  New Jersey 07004, hereinafter
referred to as "Seller."

WHEREAS Seller has offered to sell its Application  Specific  Integrated Circuit
Chip ("ASIC") Video  Processor  integrated  circuit under  software  control for
video enhancement;

WHEREAS Seller also wishes to sell SOFSETS(TM) video signal processing  firmware
applicable; and

WHEREAS  Buyer  wishes to  purchase  such  ASICS and  SOFSETS  from  Seller  for
inclusion in its [*] under  certain terms and  conditions,  as specified in this
Agreement; and

WHEREAS  Seller and Buyer  entered into a Letter of Intent signed by the parties
on November  12,  1997,  and hereby  wish to set forth the terms and  conditions
under which ASICS and SOFSETS will be sold by Seller and purchased by Buyer;

NOW THEREFORE in  consideration of the above, the parties agree to the following
terms and conditions:

1.       QUANTITY

1.1.     This Agreement is based upon an anticipated  procurement of those ASICS
         and SOFSETS  described  in  Schedule 1  (hereinafter  "Products").  The
         estimated quantity to be purchased is described in the same schedule.

1.2.     The quantities  mentioned above and any schedules supplied by Buyer are
         for planning  purposes  only and may vary due to changing  economic and
         commercial  conditions.  Buyer's  obligation  under this  Agreement  is
         limited to those  Products  ordered as provided in Article 2,  entitled
         "ORDERING", and Seller shall deliver accordingly.

1.3      In  addition,   due  to  Buyer's   short  range   production   schedule
         fluctuations,  quantities  required to be  delivered  by Seller for any
         given time period may vary 

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NOTE:  Anywhere  in  this  document  where  there  is  a  "[*]"  indicates  that
       information  has been omitted and filed  separately with the SEC pursuant
       to a request for confidential treatment.

<PAGE>

         considerably  from the average  quantity which Seller may have expected
         to deliver  over that  period,  taking into account the duration of the
         Agreement and the total estimated  quantities  indicated.  Accordingly,
         Seller  agrees to ship at the monthly  minimum  capacity rate quoted by
         Seller  for  Buyer,  so long  as  notification  of the  need  for  such
         shipments and order coverage is given by Buyer within the lead time for
         new orders as specified in this Agreement.

2.       ORDERING

2.1.     This Agreement, including the Schedules attached hereto, sets forth the
         terms and conditions which shall govern the transactions related to the
         purchasing  of Products  between the parties.  Purchase  orders,  which
         shall be considered firm orders after having been accepted by Seller as
         defined below, shall be issued by the Buyer to Seller from time to time
         during the term of this Agreement, as Buyer's needs arise. Seller shall
         ship  and bill the  Buyer  location  as  indicated  on each  individual
         purchase order.

2.2.     In addition,  other Buyer [*], including subsidiaries and/or affiliates
         ("ordering  entity") may submit  purchase orders directly to Seller for
         Product,  and Seller, shall supply same to the ordering entity pursuant
         to the terms and  conditions of this  Agreement.  Buyer shall provide a
         list of such ordering  entities,  as Schedule 1A. Buyer shall be liable
         for payment on any orders of Product for the ordering entities.

2.3.     All  purchase  orders shall  indicate the Products to be purchased  and
         their  quantities and prices.  Purchase  Orders shall also indicate the
         date of delivery.

2.4.     Seller  shall  return to Buyer one copy,  signed by Seller,  of Buyer's
         open order,  if Buyer so  requests.  Such signed  return of the Buyer's
         order  shall  mean  acceptance  of the order by the  Seller.  If Seller
         objects to any of the terms included in an ordering  entity's  purchase
         order, it shall make such objection in writing within five (5) business
         days upon receipt.  Otherwise, the terms of the purchase order shall be
         deemed accepted.

3.       DELIVERY

3.1.     Terms of delivery for each location appear in Schedule 2. Lead time and
         cancellation liability are specified in Schedule 1.

3.2.     "Lead Time" is defined as the time between the date the Seller receives
         a purchase  order and the date the Products are  delivered to the named
         delivery  point.  Delivery  terms  shall  be  defined  by  the  Uniform
         Commercial Code.

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<PAGE>

3.3.     Buyer will periodically provide a delivery schedule reflecting, by time
         period,  shipping  quantities  required for each part number to support
         manufacturing schedules.

3.4.     Should the Products be  delivered  at least  fifteen (15) days ahead of
         Schedule, Buyer may make payment based on the agreed upon delivery date
         or as otherwise expressly agreed between the Parties in writing. In the
         event  Products  are  delivered  more than fifteen (15) days behind the
         agreed  upon  delivery  date,   Seller  shall  enter  into   good-faith
         negotiations  with  Buyer,  if  requested,  to  come  to  an  agreement
         concerning  allocation of any  additional  costs incurred by Buyer as a
         result of such delay.  The above remedies are without  prejudice to any
         of Buyer's other rights.

3.5.     Additionally, in the event of any delay which exceeds fifteen (15) days
         and  which  is not  attributable  to  Buyer,  nor to an  event of force
         majeure as defined in Article 10.9 below, Buyer may, at its option:

         (i)      Modify the means of  transport  used in order to minimize  the
                  delay;  Seller shall bear all additional  costs resulting from
                  this change.

         (ii)     If the delay has put the validity of the established schedules
                  into  question,  Buyer may cancel  any  order,  in whole or in
                  part, to be deducted from the total volume commitment, with no
                  increase on Product price or penalty due.

3.6.     Seller shall ensure that the destination of Products, forwarding agent,
         shipping  line and  destination  of  documents  conform  exactly to the
         instructions received.

4.       EXCLUSIVITY

4.1      For the term of this  Agreement,  provided that Buyer  purchases  those
         quantities set forth in Article 4.2 herein, Seller agrees that it shall
         not sell  Products  to any third party for use in the [*] to be sold in
         the U.S. and Canada.

4.2      For the purpose of determining exclusivity,  the parties agree that the
         following  quantities  shall be  applicable:  50,000  units of Products
         purchased  by  Buyer  in the  first  12-month  period  from  full-scale
         production (Year One);  150,000 units of Product  purchased by Buyer in
         the  following  12-month  (Year Two) or 200,000 units of Product in the
         24-month period from first shipment,  regardless of yearly  break-down;
         and 250,000 units of Products in the next 12-month period (Year Three).

4.3      If, after the  expiration of Year Two, Buyer has not purchased at least
         seventy-five percent (75%) of the above-mentioned quantities of Product
         (or one hundred

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<PAGE>

         fifty  thousand  (150,000)  units of Product)  for  reasons  other than
         Seller's  failure to meet  schedules or maintain  quality,  then Seller
         shall have the right to sell  Products  to other  companies  for use in
         HTIB.  Seller's  sole  remedy  in the  event  Buyer  fails to make such
         purchases is the right to sell  Products to other  companies for use in
         HTIB within the U.S.  and Canada,  and Buyer shall have no liability to
         Seller for failure to purchase such quantities.

5.       PRICING / PAYMENTS

5.1.     Seller shall  provide all Products as specified in this  Agreement  and
         ordered  by Buyer at the prices  set forth in  Schedule  1, and as such
         Schedule  shall be  updated  at least  on a  yearly  basis as  provided
         herein.

5.2.     Should  Seller,  at any time  during the term of this  Agreement,  sell
         substantially  similar or  equivalent  products  to third  parties,  in
         similar  quantities,  for the  types of uses  contemplated  herein,  at
         prices  lower than those  granted to Buyer under this  Agreement,  then
         Seller  shall  immediately  lower the prices of Products  sold to Buyer
         hereunder,  so that  Product  prices  match the prices  granted to said
         third  party.  If Seller is unable or  unwilling  to match said prices,
         then  Buyer  shall  have the right to  terminate  this  Agreement  with
         fifteen (15) days notice,  and with no liability  whatsoever due Seller
         except for Products delivered and accepted.

5.3      Furthermore,  Seller's  prices  should  not be higher  than  reasonable
         competitive prices Buyer would have to pay for like products from other
         approved Buyers'  suppliers for like quantities.  If Seller's prices or
         services  are not  competitive  with those  offered by other  qualified
         suppliers,  Buyer may terminate  this  Agreement with fifteen (15) days
         notice in whole or in part without liability,  provided,  however, that
         Seller is first given an opportunity to meet such competitive prices or
         services.

5.4      Invoicing  procedures  and any  applicable  discounts  are set forth in
         Schedule 2.

5.5      To the extent that other Buyer ordering  entities place purchase orders
         under this Agreement, or enter into their own agreement,  Seller agrees
         to reduce Buyer's price for Product accordingly.

6.       QUALITY - GUARANTEE

6.1.     Buyer's specifications  entitled "Thomson Consumer Electronics Quality,
         Reliability and Safety Manual (QRSM)"  reference  #15065980  concerning
         quality and  reliability for Products and packaging shall be considered
         a part of this Agreement and shall apply to all purchase  orders issued
         by Buyer to Seller. The QRSM, which includes Buyer's specifications and
         reject procedure, is set forth in Schedule 3. Seller hereby warrants to
         Buyer that all Products  purchased  under this Agreement shall meet the
         stipulated quality levels.

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<PAGE>

6.2      The  Parties  shall  agree  in  writing  to  applicable  specifications
         ("Specifications").  Seller warrants that its Products shall conform to
         Specifications for a period of twelve (12) months from delivery. Should
         Products not meet "Quality - Guarantee"  provisions as set forth above,
         Buyer  shall  notify  Seller,   providing  information  concerning  the
         defect(s).  Unless  such  defect is  determined  to be the  result of a
         specification, drawing, or modification, provided by Buyer, then Seller
         shall (a)  repair or  replace  defective  Products  or credit  Buyer at
         Buyer's option, and (b) reimburse Buyer's  documented  expenses related
         to such  defective  Product,  including  labor,  materials and shipping
         expenses. This warranty shall not apply if Products have been abused or
         misused by Buyer.

7.       TERM/TERMINATION

7.1.     This Agreement  shall become  effective as of January 1, 1998 and shall
         remain in force for a period of  thirty-six  (36) months  following the
         date of first  shipment  of product,  unless  otherwise  terminated  as
         provided  below.  Upon  conclusion of  negotiations  of this Agreement,
         Buyer may  immediately  issue  purchase  orders for  Products  required
         during the new Agreement term.

7.2.     In the event the  Products  do not meet the  Specifications,  or in the
         event Seller does not meet  schedules or for other  material  breach of
         this Agreement, except when excused by an event of force majeure, Buyer
         has the right to  unilaterally  terminate this Agreement  without cost,
         except as regards Products delivered and accepted,  provided,  however,
         that Buyer  first  provides  Seller of notice of the problem and Seller
         does not remedy to Buyer's satisfaction within a thirty (30) day period
         from said notice.

7.3.     Either party may immediately  terminate this Agreement and any accepted
         purchase orders by giving notice to the other party in the event that:

         (i)      the other party is adjudicated bankrupt,  becomes insolvent or
                  makes a general assignment for the benefit of creditors;

         (ii)     a petition  shall be filed  against  the other  party  under a
                  bankruptcy law, a corporate  reorganization  law, or any other
                  law for the  relief of debtors or  similar  law  analogous  in
                  purpose or effect;

         (iii)    the other party  (and/or its  affiliates/subsidiaries)  enters
                  dissolution or liquidation proceedings.

7.4      Should Buyer terminate this Agreement or cancel all or any portion of a
         purchase  order,  for reasons other than  Seller's  failure to meet its
         obligations,  Seller must make reasonable  efforts to mitigate  Buyer's
         obligations and Seller's  damages.  In such event, if finished Products
         cannot be applied to any other  

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         purchase order then open, or used for other customers of Seller,  Buyer
         shall be liable  for all  finished  Products  attributable  to  Buyer's
         purchase orders in Seller's inventory,  and/or in transit to Buyer, for
         a period  specified in Schedule 1, as defined by the delivery  schedule
         sent by Buyer  which is  ========  in effect at the time of decision to
         terminate.  Buyer shall have no liability  for raw materials or work in
         progress.  Buyer  shall  have no  other  liability  to  Seller,  and in
         particular  Buyer  shall  not be  liable  for lost  profits,  overhead,
         incidental or consequential damages.

7.5.     Buyer reserves the right to reduce  estimated  quantities or substitute
         new materials for those referenced in the Agreement,  in the event that
         new materials  offering a superior  technological or economic advantage
         become  available  during the term of this  Agreement.  Seller shall be
         given a reasonable  amount of time to match such new materials.  In the
         event  Seller  cannot  offer  such  competitive  materials,  Buyer  may
         unilaterally  terminate this  Agreement.  In such an event,  Seller may
         ship orders that have been issued and scheduled.

8.       INTELLECTUAL PROPERTY AND CONFIDENTIALITY

8.1.     Seller hereby grants Buyer a non-exclusive  license to use the word and
         design trademarks (the "Trademarks") as set forth in Exhibit 4 which is
         attached  hereto and  incorporated  by reference  in this  Agreement in
         connection with the advertising sale,  marketing and other promotion of
         the  Products.  Buyer  agrees to place the  Trademarks  on its finished
         goods  incorporating  the Products and/or  external  packaging for same
         and,  at  Buyer's  sole   discretion,   may  place  the  Trademarks  in
         advertising and promotional  materials for finished goods incorporating
         the Products.

         Seller  shall  have the right to  review  and  approve  all uses of its
         Trademarks  by Buyer on finished  goods  incorporating  the  packaging,
         advertising  and  promotional  materials.  Buyer  shall  submit all new
         materials  bearing the Trademarks to Seller for prior  approval,  which
         approval  shall be deemed to be granted if Seller has not given  notice
         to Buyer within 10 business days after receipt of such materials of any
         objections  to such  use of the  Trademarks.  If such  approval  is not
         received,  Buyer will no longer be obligated to place the Trademarks on
         its finished goods  incorporating the Products and/or packaging.  Buyer
         acknowledges that the Trademarks are owned by Seller and all use of the
         Trademarks by Buyer shall inure to the benefit of Seller.  This license
         shall  terminate in the event that this Agreement is terminated for any
         reason and Seller  shall  terminate  all use of the  Trademarks  within
         thirty (30) days after any such termination date.

8.2      Seller  hereby  agrees to indemnify and defend Buyer against all claims
         that the Product  infringes any patent,  copyright,  trademark or trade
         secret rights of a third party and Seller shall pay all costs,  damages
         and attorneys'  fees arising from or 

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         in connection  with any such claim,  provided that Buyer shall (i) give
         Seller prompt  notice of any such claim;  (ii) give Seller a reasonable
         opportunity  to defend  the same;  and (iii)  provide  Seller  with all
         reasonably  necessary  assistance in defending such claim upon Seller's
         request. In case the Products are, in any proceeding,  held to infringe
         any such third party  right(s),  Seller  may, at its option,  terminate
         this  Agreement.  The duty to  indemnify,  however,  will  survive  the
         termination of this contract.

         In case  the  Products  are,  in any  proceeding,  held  to  constitute
         infringement of any such right, Seller may, at its option:

         (i)      procure  for  the  Buyer  the  right  to  continue  using  the
                  Products, or

         (ii)     replace  or  modify   the   Products   so  that  they   become
                  non-infringing, or

          (iii)   refund to Buyer the cost of the  relevant  Product as provided
                  for in the purchase order.

8.3.     Seller further agrees to submit to personal  jurisdiction  in any forum
         in which  Buyer may be sued on any claim  subject  to  indemnification.
         Seller shall defend Buyer or its customers,  or pay costs, damages, and
         attorneys' fees for any claim based upon the combination, operation, or
         use of Products  with any  programs or data  supplied by Seller  unless
         such  combination,  operation or use is  specified  by Buyer,  and such
         infringement   would  have  been  avoided  without  such   combination,
         operation, or use.

8.4.     Each Party  may,  during the term of this  Agreement  disclose  certain
         CONFIDENTIAL  INFORMATION to the other Party as deemed necessary by the
         disclosing Party for the performance of this Agreement.

8.5      With respect to  CONFIDENTIAL  INFORMATION  released during the term of
         this Agreement,  each Party shall identify the  confidential  nature of
         documents  it  may  disclose  to  the  other  Party  by  marking  it as
         "CONFIDENTIAL".   CONFIDENTIAL   INFORMATION   disclosed   orally   and
         designated  by the  disclosing  Party  as  confidential  at the time of
         disclosure  shall be confirmed in writing within thirty (30) days after
         such  disclosure  and marked as  "CONFIDENTIAL".  The existence of this
         Agreement is considered  confidential,  and neither Party shall divulge
         its existence or terms thereof,  without the express written consent of
         the other Party.

8.6      Each Party agrees that, for a period of five (5) years from the date of
         this  Agreement,  with regard to  CONFIDENTIAL  INFORMATION it received
         during the term of this Agreement, it shall use the same degree of care
         as it uses with respect to its own CONFIDENTIAL  INFORMATION to prevent
         any  CONFIDENTIAL  INFORMATION  disclosed to it by the disclosing Party
         from

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         being  disclosed to any third party.  Each Party further  agrees not to
         use such  CONFIDENTIAL  INFORMATION  for any purposes  other than those
         contemplated  by this  Agreement,  unless  authorized in writing by the
         disclosing  Party.  Additionally,  each Party  agrees to disclose  such
         CONFIDENTIAL  INFORMATION  only to its employees  having a need to know
         such CONFIDENTIAL INFORMATION.

8.7      No provisions set forth in this Article 9 will apply to any information
         which:

         8.7.1 is or becomes publicly known, through publication,  inspection of
         the product, or otherwise, and through no wrongful act of the receiving
         Party, or

         8.7.2.  is received  by either  Party  rightfully  from any third party
         without confidential restriction in favor of the other Party, or

         8.7.3.  is known to either  Party  before  receipt of the same from the
         other Party as demonstrated by documentation in its files, or

         8.7.4. is developed by either Party  independently of the other Party's
         CONFIDENTIAL  INFORMATION as demonstrated by documentation in its files
         provided the person or persons  developing such  information has had no
         access to the other Party's CONFIDENTIAL INFORMATION, or

         8.7.5.  is  approved  for  release  by  written  authorization  of  the
         disclosing Party, or

         8.7.6. is disclosed  pursuant to the lawful requirement or request of a
         Governmental agency or disclosure is permitted by operation of law, or

         8.7.7.  is reasonably  necessary to support a patent  application,  the
         subject of which belongs to the receiving Party and which the receiving
         Party  discloses to an appropriate  Patent Agent,  Patent Office and/or
         Court of any country of the world in pursuance  thereof,  provided that
         such  information  has already been disclosed to a Patent Office by the
         disclosing Party.

8.8      All samples,  drawings,  documents,  or other tangible media, including
         any copies  thereof,  delivered  by one Party hereto to the other Party
         pursuant to this Agreement shall be and remain the property of such one
         Party,  and shall be promptly  returned to such one Party upon  written
         request, or destroyed at such one Party's option.

8.9      Neither Party shall utilize any  CONFIDENTIAL  INFORMATION of the other
         Party in the  manufacture  of articles sold or offered for sale without
         the other Party's prior written consent.

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8.10     Nothing  contained in this Agreement  shall  constitute a commitment by
         either Party to the development or release of any future information or
         any products  and/or  programs,  and  participation  in the information
         exchanged  pursuant to this  Agreement  shall not constitute or imply a
         commitment by either Party to favor or recommend any product or service
         of the other Party.

9.       GENERAL INDEMNIFICATION

9.1      Seller shall at all times indemnify and hold harmless Buyer and Buyer's
         agents and employees,  against and from every suit,  claim,  liability,
         prosecution,  penalty,  settlement, loss, damage, cost or other expense
         including  reasonable  counsel  fees  relating to or arising out of any
         claim for death or injury to any person or damage to  property  alleged
         to have resulted from any actual or alleged  defect in or any actual or
         alleged unsafe  feature of any Product,  provided said defect or unsafe
         feature is not the  proximate  result of any act or  omission to act on
         the part of Buyer.  In case of any suits or proceedings as contemplated
         above,  Buyer shall promptly  notify Seller in writing of any such suit
         or proceeding and shall give information and assistance for the defense
         of the same,  the Seller at its  option,  shall  resist and defend such
         action or  proceeding by reputable  counsel  retained at its expense or
         settle such action or proceeding.

9.2      Seller shall at all times  indemnify and hold harmless  Buyer,  Buyer's
         agents and  employees,  against  and from any suit,  claim,  penalty or
         other expense  including  counsel fees relating to or arising out of or
         resulting from Seller's noncompliance with law or breach of warranty as
         defined herein.

9.3      NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER,  AND IN PARTICULAR
         NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS, OVERHEAD, INCIDENTAL OR
         CONSEQUENTIAL DAMAGES OF THE OTHER EXCEPT AS EXPRESSLY PROVIDED HEREIN.
         All development,  pilot, tooling, and related expenses borne by a Party
         shall be that Party's sole responsibility.

10.      GENERAL PROVISIONS

10.1.    Entire  Agreement.  This  Agreement,  combined  with its  Schedules 1-5
         attached  hereto,  cancels and  supersedes  any previous  proposals and
         understandings  between  the  parties,  whether  written or oral on the
         subject matter hereof.  Any terms and conditions printed on the back of
         the  Parties  standard   invoices  or  purchase  orders  are  expressly
         excluded.

10.2     Modifications.  Additional  conditions  or  modifications  to the above
         applicable  terms  shall be made only with the  mutual  consent  of the
         parties  hereto as set  forth in  writing  signed by a duly  authorized
         officer of each party and  expressly  stating  the  parties'  intent to
         amend this Agreement.

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10.3     Severability.  In case any  provision of this  Agreement  infringes any
         applicable  law or  legally  enforceable  rule,  said law or rule shall
         prevail, but only to the extent necessary to comply therewith,  and the
         infringing  provision shall be null and void to that extent,  while the
         other  provisions  of this  Agreement  shall  remain in full  force and
         effect.

10.4     Environment.  Seller recognizes that Buyer has a corporate  environment
         policy and hereby  guarantees its compliance  with all applicable  laws
         for the protection of the environment. In particular, (i) it guarantees
         that no  ozone  depleting  substances  are used in the  manufacture  of
         Products, and (ii) it will provide Buyer with all reasonable assistance
         with the  application  of Buyer's  environment  policy,  including,  if
         requested by Buyer, the development of  environment-friendly  packaging
         for Products.

10.5.    EDI.  Should the parties agree to use Electronic  Data  Interchange for
         the  operations  contemplated  by this  agreement,  the  provisions  of
         Schedule 5 hereto shall apply.

10.6     Assignment.  Neither  party  shall  assign its  rights and  obligations
         arising  under this  Agreement  without the prior consent of the other,
         which shall not be unreasonably withheld,  except that Buyer may assign
         its rights and obligations to a successor corporation.

10.7     Applicable  Law-Jurisdiction  In the event a dispute arises pursuant to
         this Agreement, such dispute should be resolved by negotiation.  If the
         dispute cannot be resolved,  then this  Agreement  shall be governed by
         and construed,  interpreted and enforced in accordance with the laws of
         Indiana,  without  giving  effect to the  conflicts of laws  provisions
         theoreof.  Seller hereby agrees to submit to the  jurisdiction  of such
         courts.

10.8     Headings.  The headings  used  throughout  this  Agreement are used for
         convenience only.

10.9     Force Majeure. Neither party shall be liable for failure to perform any
         of  its  obligations   hereunder   during  any  period  in  which  such
         performance  is delayed by an event of force  majeure.  A force majeure
         event is defined as an Act of God, including fire, flood,  earthquakes,
         typhoons,  etc., and government actions, war, unforeseen strikes, riots
         and embargoes.  The Party seeking a delay in performance due to a force
         majeure  event shall  promptly  notify the other Party in writing,  and
         shall  specify in detail the  reasons  the force  majeure  event  shall
         prevent  performance.  Upon cessation of the force majeure event,  this
         Agreement  shall continue in full force and effect for the remainder of
         its term. Notwithstanding the above, if an event of force majeure lasts
         more than  ninety  (90)  days,  either  party  shall  have the right to
         terminate this Agreement upon notice to the other.

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10.10    Notice.  Whenever  under  this  Agreement  one  party  is  required  or
         permitted  to give  notice to the other,  such  notice  shall be deemed
         given when  delivered  in hand or three days after being sent by United
         States mail,  registered or certified mail,  return receipt  requested,
         postage prepaid, and addressed as follows:

         In the case of Seller:             In the case of Buyer:

         Nuwave Technologies, Inc.          Thomson Consumer Electronics, Inc.
         One Passaic Avenue                 10330 North Meridian Street
         Fairfield, New Jersey  07004       Indianapolis, Indiana  46290-1024

                                            Attention:  General Business Manager
                                                        [*]

         with required copy to:             with required copy to:

         Attention:  Fredric J. Klink,      Attention:  Legal Department
                     Esquire

         Dechert Price & Rhoads             Thomson Consumer Electronics, Inc.
         30 Rockefeller Plaza               10330 North Meridian Street
         New York, NY  10112                Indianapolis, Indiana  46290-1024
         Fax: (212) 698-3599

         Either  party hereto may change its address for  notification  purposes
         from time to time by giving the other  party  prior  written  notice in
         accordance with this Section of the new address and the date upon which
         it will become effective.

Signed in two originals, one for each party.

Thomson Consumer Electronics, Inc.          Supplier
                                            NUWAVE Technologies, Inc.

/s/ Timothy M. DiGoia                       /s/ Jeremiah F. O'Brien
Signature                                   Signature

Timothy M. DiGoia                           Jeremiah F. O'Brien
Typed                                       Typed

General Business Mgr. [*]                   Chief Financial Officer
Title                                       Title

12/31/97                                    12/31/97
Date                                        Date

                                       11

<PAGE>

                                   SCHEDULE 1

                              PRODUCTS AND PRICES/
                      LEAD TIMES AND CANCELLATION LIABILITY

Commodity         039

Business          [*]

Lead Time

     New Orders:       60 days          Reschedule:       None within 30 days

Cancellation Liability

Finished Goods    60 Days

                           Estimated
Part/Item No.              Qty/K               Price

NVP103                      50K               $7.10 ea.
                                         
NVP103                      150K              $7.10 ea.
                                         
NVP103                      250k              $7.10 ea.
                                         

                                       12

<PAGE>

                                   SCHEDULE 1A

                             BUYER ORDERING ENTITIES



                                       [*]


                                       13
<PAGE>

                                   SCHEDULE 2

                            AGREED TERMS OF DELIVERY


(INCLUDES MINIMUM ORDER QUANTITY PROVISIONS, IF APPLICABLE.)

Payment         Shipping          MOQ                       MOQ
 Term           Condition         Other                     TCE

 Net 45         FOB Dresden,      N/A                       N/A
                Germany

                                       14

<PAGE>

                                   SCHEDULE 3

                             QUALITY SPECIFICATIONS

1.  All Products will conform to the following:

                  AQL Major Discrepancies:                             0.04

                  AQL Minor Discrepancies:                             0.10

                  Parts per Million Quality Level                      100

2.  See also QRSM #15065980, attached

3.  See also Classification of Discrepancies

                                       15

<PAGE>

THOMSON MULTI MEDIA                                               FAMILY CODE
                                                               -----------------
                                                               |    D60000     |
                                                               -----------------

    These drawings and specifications are the property of THOMSON MULTI MEDIA
      and shall not be reproduced or copied, or used as the basis for the
         manufacture or sale of apparatus or devices without permission.
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------
                            Engineering Change Notice -- Record
--------------------------------------------------------------------------------------------------------
           |           |                 |                      |                                      |
  Revision |   EOP     |                 |                      |                                      |
   Number  |  Number   |       Date      |       Signature      | Revision Description                 |
           |           |                 |                      |                                      |
-----------|-----------|-----------------|----------------------|--------------------------------------|
<S>  <C>       <C>         <C>               <C>                   <C>                      
           |           |                 |                      |  PART 15065980 S/O (CHECKED &        |
     1     |   NONE    |   18 OCT 1994   |   I. J. KRATZ CEAM   |  ISSUED)                             |
-----------|-----------|-----------------|----------------------|--------------------------------------|
           |           |                 |                      |                                      |
           |           |                 |                      |  REFORMATTED & REWORDED TO AGREE     |
     2     |   NONE    |   17 MAY 1995   |   I. J. KRATZ CEAM   |  WITH CURRENT TERMINOLOGY.           |
-----------|-----------|-----------------|----------------------|--------------------------------------|
           |           |                 |                      |                                      |
           |           |                 |                      |  MIL-STD-105D REPLACED BY ANSI/ASQC  |
     3     |   NONE    |   01 AUG 1996   |    C. HACKETT CEAM   |  Z1.4 (LATEST REVISION).             |
-----------|-----------|-----------------|----------------------|--------------------------------------|
           |           |                 |                      |                                      |
           |           |                 |                      | SIMPLIFIED & REFORMATTED TO DEFINE   |
     4     |   NONE    |   22 SEP 1997   |    C. HACKETT CTI    | GLOBAL PRACTICE. SUPPLIER &          |
           |           |                 |                      | MATERIAL APPROVAL FLOW CHARTS ADDED. |
           |           |                 |    R SPENCER SQA     |                                      |
-----------|-----------|-----------------|----------------------|--------------------------------------|
           |           |                 |                      | REMOVED "PRODUCER AUDIT SUMMARY"     |
    5      |   NONE    |   23 SEP 1997   |    C. HACKETT CTI    | AND "PRODUCER CHECKLIST" FROM        |
           |           |                 |                      | SECTION 4.                           |
--------------------------------------------------------------------------------------------------------
</TABLE>





--------------------------------------------------------------------------------
 REVISION NO.                                                  |  DOCUMENT ID: |
      5                            QRSM                        |               |
PAGE NO. 1 OF                                                  |   15065980    |
     10                                                        -----------------

<PAGE>
THOMSON MULTI MEDIA                                               FAMILY CODE
                                                               -----------------
                                                               |    D60000     |
                                                               -----------------

    These drawings and specifications are the property of THOMSON MULTI MEDIA
      and shall not be reproduced or copied, or used as the basis for the
         manufacture or sale of apparatus or devices without permission.
--------------------------------------------------------------------------------

                   QUALITY, RELIABILITY & SAFETY MANUAL (QRSM)
                   -------------------------------------------


     0.   TABLE OF CONTENTS
--------------------------------------------------------------------------------
          0. TABLE OF CONTENTS                                             2

          1. DISTRIBUTION                                                  3

          2. PURPOSE                                                       4

          3. SCOPE                                                         4

             3.1 Sellers                                                   4

             3.2 Approval Processes                                        4

          4. SELLER APPROVAL PROCESS                                       4

          5. MATERIAL APPROVAL PROCESS                                     5

             5.1 Initial Approval                                          5

             5.2 Samples                                                   5

             5.3 Temporary Approval                                        6

             5.4 Dis-Approval                                              6

             5.5 Re-Approval                                               6

             5.6  Non Conforming Material                                  6

          ATTACHMENTS:

             A. `Seller' Approval Process flow chart                       8

             B. Material Approval Process flow chart                       9

--------------------------------------------------------------------------------
 REVISION NO.                                                  |  DOCUMENT ID: |
      5                            QRSM                        |               |
PAGE NO. 2 OF                                                  |   15065980    |
     10                                                        -----------------

<PAGE>

THOMSON MULTI MEDIA                                               FAMILY CODE
                                                               -----------------
                                                               |    D60000     |
                                                               -----------------

    These drawings and specifications are the property of THOMSON MULTI MEDIA
      and shall not be reproduced or copied, or used as the basis for the
         manufacture or sale of apparatus or devices without permission.
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

1.   DISTRIBUTION
-----------------------------------------------------------------------------------------|
<S>    <C>    <C>                                            <C>      <C>
     --------|-----------------------------------------------|---------------------------|
       #     |  Function                                     |         Location          |
     --------|-----------------------------------------------|---------------------------|
       0     |  Component Technology America (Master)        |         Indianapolis      |
     --------|-----------------------------------------------|---------------------------|
       1     |  Global Sourcing                              |         Boulogne          |
     --------|-----------------------------------------------|---------------------------|
       2     |  Sourcing Europe                              |         Boulogne          |
     --------|-----------------------------------------------|---------------------------|
       3     |  Sourcing QA                                  |         Boulogne          |
     --------|-----------------------------------------------|---------------------------|
       4     |  Legal                                        |         Boulogne          |
     --------|-----------------------------------------------|---------------------------|
       5     |  Finished Goods                               |         Indianapolis      |
     --------|-----------------------------------------------|---------------------------|
       6     |  Sourcing America                             |         Indianapolis      |
     --------|-----------------------------------------------|---------------------------|
       7     |  Sourcing IPO                                 |         Indianapolis      |
     --------|-----------------------------------------------|---------------------------|
       8     |  Sourcing Control, Admin. & Systems           |         Boulogne          |
     --------|-----------------------------------------------|---------------------------|
       9     |  SBU Americas Quality                         |         Indianapolis      |
     --------|-----------------------------------------------|---------------------------|
       10    |  Component Technology America                 |         Indianapolis      |
     --------|-----------------------------------------------|---------------------------|
       11    |  Sourcing QA America                          |         TBD               |
     --------|-----------------------------------------------|---------------------------|
       12    |  Product Technology                           |         Angers            |
     --------|-----------------------------------------------|---------------------------|
       13    |  SBU Europe Quality                           |         Angers            |
     --------|-----------------------------------------------|---------------------------|
       14    |  Component Technology Europe                  |         Angers            |
     --------|-----------------------------------------------|---------------------------|
       15    |  Mechanical Parts Development                 |         Angers            |
     --------|-----------------------------------------------|---------------------------|
       16    |  Sourcing Asia                                |         Singapore         |
     --------|-----------------------------------------------|---------------------------|
       17    |  SBU A&C Quality, Logistics & Manuf. Support  |         Singapore         |
     --------|-----------------------------------------------|---------------------------|
       18    |  Component Technology Asia                    |         Singapore         |
     --------|-----------------------------------------------|---------------------------|
       19    |  Sourcing QA Asia                             |         Singapore         |
     --------|-----------------------------------------------|---------------------------|
       20    |  SBU Key Components Quality                   |         Genlis            |
     --------|-----------------------------------------------|---------------------------|
       21    |  Sourcing QA Europe                           |         Celle             |
     --------|-----------------------------------------------|---------------------------|
</TABLE>




--------------------------------------------------------------------------------
 REVISION NO.                                                  |  DOCUMENT ID: |
      5                            QRSM                        |               |
PAGE NO. 3 OF                                                  |   15065980    |
     10                                                        -----------------

<PAGE>

THOMSON MULTI MEDIA                                               FAMILY CODE
                                                               -----------------
                                                               |    D60000     |
                                                               -----------------

    These drawings and specifications are the property of THOMSON MULTI MEDIA
      and shall not be reproduced or copied, or used as the basis for the
         manufacture or sale of apparatus or devices without permission.
--------------------------------------------------------------------------------

     2.   PURPOSE
--------------------------------------------------------------------------------
          This  document   specifies  the  minimum   requirements  for  material
          producers of THOMSON multimedia1. It details the inputs and outputs of
          both `Seller' and `Buyer.'

     3.   SCOPE
--------------------------------------------------------------------------------

     3.1  Sellers
          It relates to a `Seller' of electrical, electronic, electro-mechanical
          or mechanical components or sub assemblies.  The term `Seller' relates
          to the business that supplies the materials.

     3.2  Approval Processes
          This covers the approval and  disapproval  processes for `Sellers' and
          materials.  The approval  processes  apply to the  manufacturer of the
          materials,  whether controlled  directly by the `Seller' or whether an
          independent subcontractor.

     4.   `SELLER' APPROVAL PROCESS
--------------------------------------------------------------------------------

          To be approved as a supplier to THOMSON multimedia, the `Seller' shall
          have:

              O   Quality  systems that are at least  equivalent  to ISO 9001 or
                  ISO 90022 at the `Seller's'  own and or their  subcontractor's
                  manufacturing location.

              O   Technical, process, equipment, test, environmental, safety and
                  capacity  capabilities to meet `Buyer' commodity  requirements
                  at  `Seller's  own  or  their  subcontractor's   manufacturing
                  locations.

         The `Buyer' will issue the following questionnaire, as appropriate, for
         the `Seller' to complete and return with requested attachments.

              O   Quality questionnaire                     15065950

         The  `Buyer'  shall  determine  the type of audit  necessary  to assess
         suitability based on the questionnaire  response.  The `Buyer' reserves
         the right to conduct  an audit of the  `Seller's  own or  subcontracted
         manufacturing facility, at any time, at a minimum of 12 hours notice.


-------------------
1    Throughout  this  document,  the terms  'Seller'  and  'Buyer'  are used to
     represent the supplier and THOMSON multimedia  respectively,  in accordance
     with the Thomson Component Purchase Agreement and Thomson Purchase Order.
2    Possession of Second Party quality system approvals  (major  customers) and
     or other Third Party quality  system  approvals  (equivalent or superior to
     the ISO 9000 series), will greatly assist the approval process.


--------------------------------------------------------------------------------
 REVISION NO.                                                  |  DOCUMENT ID: |
      5                            QRSM                        |               |
PAGE NO. 4 OF                                                  |   15065980    |
     10                                                        -----------------

<PAGE>

THOMSON MULTI MEDIA                                               FAMILY CODE
                                                               -----------------
                                                               |    D60000     |
                                                               -----------------

    These drawings and specifications are the property of THOMSON MULTI MEDIA
      and shall not be reproduced or copied, or used as the basis for the
         manufacture or sale of apparatus or devices without permission.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
     Refer to Supplier Approval Process flow chart, attachment `A.'


     5.   MATERIAL APPROVAL PROCESS
--------------------------------------------------------------------------------

     5.1  Initial Approval

          Before  being  approved to supply full scale  production  orders,  the
          `Seller'  will provide  evidence of capability  to  consistently  meet
          requirements  of material  and  component  specifications  and related
          standards.  This  includes  technical,   process,   equipment,   test,
          environmental,  safety and application capabilities, using one or more
          of the following means, as requested by the `Buyer':

              o   samples,

              o   specification and standards correlation results,

              o   design capability data,

              o   process capability data,

              o   reliability questionnaires and data,

              o   inspection and or test results.

          Refer to Material Approval Process flow chart, attachment `B.'


     5.2  Samples
          Sample   components  or  materials   shall  be  submitted  to  THOMSON
          multimedia as defined below.

     5.2.1   Requirements
          The  quantity  of samples and the  accompanying  test data shall be as
          defined in the  THOMSON  multimedia  document  "Sample  Requirements,"
          15065850.

     5.2.2   Packaging and identification
          The  `Seller' is  responsible  for proper  packaging  and  shipment of
          samples to THOMSON  multimedia.  Damaged  samples  received by THOMSON
          multimedia shall be the  responsibility  of the `Seller'.  All samples
          shall  bear  clear  and  appropriate  identification:   i.e.,  Thomson
          Approval Samples, Appearance Approval Samples, etc..

--------------------------------------------------------------------------------
 REVISION NO.                                                  |  DOCUMENT ID: |
      5                            QRSM                        |               |
PAGE NO. 5 OF                                                  |   15065980    |
     10                                                        -----------------

<PAGE>

THOMSON MULTI MEDIA                                               FAMILY CODE
                                                               -----------------
                                                               |    D60000     |
                                                               -----------------

    These drawings and specifications are the property of THOMSON MULTI MEDIA
      and shall not be reproduced or copied, or used as the basis for the
         manufacture or sale of apparatus or devices without permission.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
     5.2.3  Correlation samples
          Following full Thomson  Approval or Temporary  Approval,  the `Seller'
          may be required to provide  samples to confirm that the correlation of
          measurements  on  critical   parameters,   attributes  or  measurement
          devices, are being maintained. This requirement shall be identified to
          the `Seller' by the `Buyer' Component Technology department.


     5.3  Temporary Approval (TA)
          Temporary  approval  of  components  or  materials  may be  granted by
          Component  Technology,  based upon partial  evaluation  or  sufficient
          evidence to demonstrate  capability to meet the `Buyer'  requirements.
          The  Temporary  Approval  shall specify the limits of the approval for
          applicable  `Buyer'  locations,  duration and maximum quantities to be
          purchased  on  this  basis.  Full  approval  will  be  subject  to the
          requirements defined in section 5.1, Initial Approval.

     5.4  Dis-Approval
          Failure to comply with supplier or material approval  requirements can
          result in Thomson  Approval  being reduced to Temporary  Approval,  or
          being completely rescinded, at the discretion of the `Buyer' Component
          Technology department, based upon:

              o   the frequency or severity of the problems experienced,

              o   the  responsiveness  and effectiveness of `Seller'  corrective
                  and preventive actions.


     5.5  Re-Approval

          Re-Approval  may be  required,  at  the  discretion  of the  Component
          Technology department, when:

              o   an  Engineering  Change  Notice is issued  against an existing
                  drawing or specification of an approved part,

              o   previous samples were rejected,

              o   the  `Seller'  changes  the  process,  raw  materials,  or the
                  manufacturing location3,

              o   approval  is reduced to  Temporary  Approval or  rescinded  as
                  defined in paragraph 5.4 above,

              o   periodic samples pulled from production shipments fail to meet
                  approval requirements,

              o   the latest approval becomes obsolete, by any other means.

     5.6  Non Conforming Material

-------------------
3    The  'Seller' is  responsible  for  notifying  the  'Buyer' in writing,  in
     sufficient  time  to  perform  re-approval,   of  all  changes  of  own  or
     subcontractor manufacturing locations and or responsibilities.

--------------------------------------------------------------------------------
 REVISION NO.                                                  |  DOCUMENT ID: |
      5                            QRSM                        |               |
PAGE NO. 6 OF                                                  |   15065980    |
     10                                                        -----------------

<PAGE>

THOMSON MULTI MEDIA                                               FAMILY CODE
                                                               -----------------
                                                               |    D60000     |
                                                               -----------------

    These drawings and specifications are the property of THOMSON MULTI MEDIA
      and shall not be reproduced or copied, or used as the basis for the
         manufacture or sale of apparatus or devices without permission.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
      5.6.1  Incoming Inspection

          The goal of the `Buyer' is to use material that has a certified status
          (incoming  inspection  not  required),  retaining the option to employ
          incoming inspection at any time, but primarily when items:

              1.  are safety critical,

              2.  have not consistently met specified requirements,

              3.  do not have proven capability to meet specified requirements.

          Inspection  and sampling  techniques  used at incoming  inspection  to
          demonstrate  compliance with specifications and drawings,  shall be at
          the discretion of the `Buyer.'

          Any safety critical defect,  wherever found, shall result in rejection
          of the entire lot.

      5.6.2  Process Line & Consumer Acceptance Laboratory (CAL) Defects

          The target for the `Seller' is to supply parts or materials  with zero
          defects.

          Progress  towards this objective shall be determined by `process line'
          reject rates and or `Customer  Acceptance  Laboratory'  (CAL)  failure
          rates, measured in Parts Per Million (PPM). PPM goals shall be defined
          annually in the Component Supplier Agreement. The `Buyer' reserves the
          right to return  shipments  of parts to the  `Seller'  when actual PPM
          levels of defectives are greater than the PPM goal.

      5.6.3 Defective Material Action

          The `Buyer' using  location shall notify the `Seller' of any defective
          material and define in writing:

              o   the   nature   (actual   versus   specification)   and  extent
                  (proportion) of the nonconformity,

              o   the proposed disposition of the material (return, scrap, sort,
                  repair, etc.),

              o   a breakdown of costs involved where compensation is claimed.

          The `Seller' shall provide in writing to the `Buyer':

              o   analysis of the nonconformity,

              o   identification and confirmation of the root cause,

              o   action taken to correct the problem,

              o   action taken or planned to prevent recurrence,

              o   confirmation of the `Buyer' disposition,

              o   confirmation of compensation to be paid, where applicable.

--------------------------------------------------------------------------------
 REVISION NO.                                                  |  DOCUMENT ID: |
      5                            QRSM                        |               |
PAGE NO. 7 OF                                                  |   15065980    |
     10                                                        -----------------

<PAGE>

THOMSON MULTI MEDIA                                               FAMILY CODE
                                                               -----------------
                                                               |    D60000     |
                                                               -----------------

    These drawings and specifications are the property of THOMSON MULTI MEDIA
      and shall not be reproduced or copied, or used as the basis for the
         manufacture or sale of apparatus or devices without permission.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                                                  Attachment `A'

                            `Seller' Approval Process

                                [OBJECT OMITTED]










--------------------------------------------------------------------------------
 REVISION NO.                                                  |  DOCUMENT ID: |
      5                            QRSM                        |               |
PAGE NO. 8 OF                                                  |   15065980    |
     10                                                        -----------------

>
<PAGE>

THOMSON MULTI MEDIA                                               FAMILY CODE
                                                               -----------------
                                                               |    D60000     |
                                                               -----------------

    These drawings and specifications are the property of THOMSON MULTI MEDIA
      and shall not be reproduced or copied, or used as the basis for the
         manufacture or sale of apparatus or devices without permission.
--------------------------------------------------------------------------------

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


                                                                  Attachment `B'

                            Material Approval Process

























--------------------------------------------------------------------------------
 REVISION NO.                                                  |  DOCUMENT ID: |
      5                            QRSM                        |               |
PAGE NO. 9 OF                                                  |   15065980    |
     10                                                        -----------------

<PAGE>

THOMSON MULTI MEDIA                                               FAMILY CODE
                                                               -----------------
                                                               |    D60000     |
                                                               -----------------

    These drawings and specifications are the property of THOMSON MULTI MEDIA
      and shall not be reproduced or copied, or used as the basis for the
         manufacture or sale of apparatus or devices without permission.
--------------------------------------------------------------------------------

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



















--------------------------------------------------------------------------------
 REVISION NO.                                                  |  DOCUMENT ID: |
      5                            QRSM                        |               |
PAGE NO. 10 OF                                                 |   15065980    |
     10                                                        -----------------


<PAGE>


                                   SCHEDULE 4

                               SUPPLIER TRADEMARKS

                                   Schedule 4


Nuwave's trademark shall appear substantially as follows:

                                       16

<PAGE>

                                   SCHEDULE 5


                           ELECTRONIC DATA INTERCHANGE


Not applicable





                                       17