AGREEMENT  dated as of February 1, 1999 between  NUWAVE  TECHNOLOGIES,
INC.  ("Company"),  a Delaware corporation having offices at One Passaic Avenue,
Fairfield,  New Jersey 07004, and TERK TECHNOLOGIES CORP.  ("Terk"),  a New York
corporation having offices at 63 Mall Drive, Commack, New York 11725.

          WHEREAS:

          A. The  Company  is in the  business  of  developing  and  selling  or
licensing, among other things, certain technical information for enhancing video
("Intellectual  Property")  (i) as embodied in the  Company's  NVP 103-ASIC Chip
("ASIC  Chip")  which  includes  the  processes  referred  to  in U.  S.  Patent
Applications Nos. 09/040.200,  09/040.232 and 09/040-233,  including presets and
device drivers, and which ASIC Chip substantially conforms to the Technical Data
Sheet  attached  as  Exhibit  A to this  Agreement  and (ii)  certain  technical
information concerning the ASIC Chip.

          B.  Terk is in the  business  of  developing  and  selling  electronic
products and would like to develop,  with the use of the Intellectual  Property,
certain  Consumer  Video  Enhancement   Products  (as  hereinafter   defined  in
subsection C of the WHEREAS clause of this Agreement).

          C. For purposes of this Agreement, consumer Video Enhancement Products
shall mean  stand-alone  products (which  stand-alone  products may include user
selectable  video-related  features  developed  by the  Company)  designed to go
between a television  receiver and a video source whose sole  function  would be
video  enhancement but also may include  functions (i) that provide switching of
multiple video and audio signal inputs; (ii) that provide video and audio signal
output distribution to multiple destinations; (iii) that provide transmission of
signals over twisted pair wire utilizing technology described in U.S. Patent No.
5,010,399 and


<PAGE>


Canadian  Patent No.  2,020,841,  or (iv) that may be approved in writing by the
Company.  Notwithstanding  the foregoing,  Consumer Video  Enhancement  Products
shall not  include  any  products  (a) which have  functions  for audio or video
transmitting  or  receiving;  or  (b)  which  have  functions  for  security  or
surveillance.

          NOW, THEREFORE, IT IS AGREED:

          1. The Company hereby agrees to sell the ASIC Chip exclusively to Terk
solely for inclusion in Consumer Video Enhancement Products for sale to end-user
consumers  through  retail  outlets  ("retail  trade") in the United  States and
Canada ("Territory"). Terk hereby agrees to purchase all of its requirements for
ASIC Chips from the Company for use in Consumer Video Enhancement Products to be
sold in the  Territory.  The Company  reserves the right to sell or license ASIC
Chips to others for use in connection  with all products and in all parts of the
world except for Consumer  Video  Enhancement  Products to be sold to the retail
trade in the  Territory  during the term of this  Agreement.  During the term of
this  Agreement,  if the Company makes any  improvements  or enhancements in the
Intellectual Property as embodied in the ASIC Chip which (a) do not increase the
cost of the ASIC Chip to the Company,  those  improvements or enhancements shall
be included in the ASIC Chip  delivered to Terk at no additional  charge to Terk
or (b) do increase the cost of the ASIC Chip to the Company,  the Company  shall
offer to include the  improvements  and  enhancements  to Terk at an  additional
charge.

          2. Each of the Company and Terk is an independent  contractor and each
is not an agent or employee of the other,  and each has no authority to bind the
other.

          3.  The term of this  Agreement  shall be for  five  years  and  shall
commence as of July 1, 1999 and shall terminate on June 30, 2004 ("original date
of  termination"),  provided,  however,  that if Terk  purchased and paid for at
least [ * ] ASIC Chips in the 12 months 

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<PAGE>

immediately  preceding the original date of  termination,  this Agreement  shall
continue in force and effect,  as a non-exclusive  agreement,  subsequent to the
original date of termination  for consecutive  12-month  periods as long as Terk
purchases  and  pays  for at  least [ * ] ASIC  Chips  in each  12-month  period
subsequent to the original date of termination. Notwithstanding the foregoing

          (i) if,  during the first six months of this  Agreement  (July 1, 1999
through  December 31,  1999),  Terk does not purchase and pay for at least [ * ]
ASIC Chips  pursuant to the terms of this  Agreement,  the Company may,  upon at
least 30 days' notice,  convert this Agreement to a  non-exclusive  agreement in
the Territory;

          (ii) if, during the 7th through 18th months of this Agreement (January
1, 2000 through December 31, 2000),  Terk does not purchase and pay for at least
[ * ] ASIC Chips pursuant to the terms of this Agreement,  the Company may, upon
at least 30 days' notice,  convert this Agreement to a nonexclusive agreement in
the Territory;

          (iii) if, during any 12-month period during the term of this Agreement
subsequent to the 18th month of this  Agreement  (December 31, 2000),  Terk does
not purchase and pay for at least [ * ] ASIC Chips pursuant to the terms of this
Agreement,  (A) the  Company  may,  upon at least 30 days'  notice,  either  (a)
terminate  this  Agreement  or (b) convert  this  Agreement  to a  non-exclusive
agreement in the  Territory  and (B) Terk may,  upon at least 180 days'  notice,
terminate this Agreement.

          (iv) if the ASIC Chip is not  available by July 1, 1999,  (a) the term
of this Agreement shall be for five years and shall commence as of the first day
of the month after the  Company  notifies  Terk that the ASIC Chip is  available
("revised  commencement  date") and shall terminate on the fifth  anniversary of
the revised  commencement  date; (b) the first six months of


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<PAGE>

this Agreement,  as set forth in clause (i) above, shall commence on the revised
commencement  date and shall  terminate  on a date six months  after the revised
commencement  date;  (c) the  references  to the 7th through 18th months of this
Agreement,  as set forth in clause (ii) above,  shall mean the 7th through  18th
months  after  the  revised  commencement  date,  and (d) the  reference  to any
12-month  period during the term of this Agreement  subsequent to the 18th month
of this Agreement,  as set forth in clause (iii) above,  shall mean any 12-month
period during the term of this Agreement  subsequent to the 18th month after the
revised commencement date;

          (v) if the ASIC Chip is not  available  by October  1, 1999,  Terk may
terminate  this  Agreement  by notice to that effect to the Company on or before
November  1, 1999 and, in that  event,  this  Agreement  shall  terminate  as of
November 1, 1999 with no liability of either party to the other;

          (vi) Terk shall not be subject to any  minimum  purchase  requirements
set forth in any of the above clauses of this  paragraph 3 if, and to the extent
that,  the  Company is not able to fill  Terk's  orders for ASIC Chips until the
Company can fill Terk's orders.

          If the  Company  gives a 30-day  notice  to Terk,  as set forth in the
immediately  preceding clauses, Terk may avoid the termination of this Agreement
or the conversion of this Agreement to a  non-exclusive  basis in the Territory,
as the case may be, by purchasing  and paying for,  before the end of the 30-day
period,  a  sufficient  number of ASIC  Chips so that the  number of ASIC  Chips
purchased  and paid for in the period in  question  and the number of ASIC Chips
purchased  and paid for before the end of the 30-day period total at least [ * ]
in the first six months of this  Agreement,  [ * ] during the 7th  through  18th
months of this Agreement,  or [ * ] during any 12-month period subsequent to the
18th month of this Agreement, as the case may be.


                                       4

<PAGE>


          4. The purchase price that Terk shall pay to the Company for each ASIC
Chip  shall be [ * ] and all ASIC  Chips  shall be paid for,  without  setoff or
deduction, within 30 days after delivery.

          5. Terk shall develop Consumer Video  Enhancement  Products  utilizing
the  Intellectual  Property  and, to this end, will develop and  contribute  all
necessary industrial design and also will provide all marketing and distribution
for the Consumer Video Enhancement Products.

          6. The Company  will  assist  Terk,  if  requested  (a) in  developing
Consumer Video Enhancement Products utilizing the Intellectual  Property and, to
this end, will supply  engineering and other  technical  support upon receipt of
payment  therefor on a mutually  agreed  basis;  (b) in sourcing of parts and in
selecting manufacturers;  (c) in identifying additional sales representatives to
supplement Terk's sales force; and (d) in assisting in the development of sales,
marketing and advertising programs and strategies.

          7. (a) Terk  acknowledges  that it may  acquire  (i)  information  and
materials from the company and (ii) knowledge  about the  Intellectual  Property
and the business, products, processing,  know-how, experimental work, customers,
clients and suppliers of the Company,  and that all such information,  materials
and knowledge are and will be the trade secrets and confidential and proprietary
information   of  the   company   (collectively   "Confidential   Information").
Confidential Information will not include,  however, any information which is or
becomes part of the public  domain  through no fault of Terk or that the Company
regularly gives to third parties without restrictions on use or disclosure. Terk
agrees to hold all such  Confidential  Information  that it has  acquired or may
hereafter  acquire  in  strict  confidence,  not to  disclose  it,  directly  or
indirectly,  to others, or use it in any way, commercially or otherwise,  except
with respect to the 

                                       5

<PAGE>

Consumer Video Enhancement Products contemplated by this Agreement,  to disclose
it to Terk's  employees and associates only on a need-to-know  basis and only to
employe6s  and  associates  who have signed a  confidentiality  agreement  which
adequately  protects  the  Company's  interest  therein,  and not to  allow  any
unauthorized  person  access to it,  either  before or after the  expiration  or
termination of this Agreement.

          (b) The Company  acknowledges that it may acquire (i) information from
Terk, and (ii) knowledge about Terk's business, products,  processes,  know-how,
experimental  work,  customers,  clients,  and  suppliers,  and  that  all  such
information and knowledge are and will be the trade secrets and confidential and
proprietary information of Terk (collectively "Terk Confidential  Information").
Terk Confidential  Information will not include,  however, any information which
is or becomes part of the public domain  through no fault of the Company or that
Terk regularly gives to third parties without  restriction on use or disclosure.
The Company agrees to hold all such Terk  Confidential  Information  that it has
acquired or may  hereafter  acquire in strict  confidence,  not to disclose  it,
directly  or  indirectly,  to  others,  or use it in any  way,  commercially  or
otherwise,  to disclose it to the Company's  employees and associates  only on a
need-to-know  basis  and only to  employees  and  associates  who have  signed a
confidentiality agreement which adequately protects Terk's interest therein, and
not to allow any  unauthorized  person  access to it, either before or after the
expiration or termination of this Agreement.  Notwithstanding the foregoing, the
Company may use Terk  Confidential  Information  to assist Terk or in connection
with Consumer Video Enhancement Products.

          8. Terk will use and prominently display trademarks  designated by the
Company on all of the Consumer Video Enhancement  Products and related packaging
and written materials  utilizing the Intellectual  Property.  Terk will not use,
authorize or permit the use of, any 


                                       6

<PAGE>

of the  Company's  trademarks or trade names or any trademark or trade name used
by the  Company  which is not  owned  by  third  parties  or by Terk  except  to
designate the Consumer Video  Enhancement  Products.  Terk shall not contest the
right of the Company to the exclusive use of any trademark or trade name used or
claimed by the  Company  except as to those  trademarks  or trade names owned by
third  parties  or Terk.  Upon  termination  of this  Agreement,  for any reason
whatsoever,  Terk immediately shall cease,  directly and indirectly,  from using
any  trademark or trade name of the Company or used by the Company  except as to
those trademarks or trade names owned by third parties or Terk.

          9. The Company  represents  to Terk that, to the best of its knowledge
(a) it is the owner of, and has the right to grant,  rights to the  Intellectual
Property and to the trade names and trademarks designated by the Company for use
on Consumer Video Enhancement Products and (b) the Intellectual Property and the
trade names and  trademarks  designated by the company for use on Consumer Video
Enhancement Products are not the subject of any lawsuit or claim of infringement
by any third party. The Company hereby  indemnifies and holds Terk harmless from
and  against  any and all  claims,  demands,  actions,  proceedings,  costs  and
expenses which shall arise by virtue of any claim that the Intellectual Property
and the trade names and trademarks designated by the Company for use on Consumer
Video Enhancement Products infringe on any valid patent or patent application or
valid trademark or trade name copyright, as the case may be. Terk shall promptly
notify the  Company  of any such  claim,  demand,  action,  proceeding,  cost or
expense.  The  Company  shall  promptly  make  payment  to Terk for any costs or
expenses  incurred  by  Terk  at any  time  or  from  time  to  tine  for  which
indemnification  is due to Terk pursuant to this  section.  The Company will (i)
furnish Terk with a  certificate  of insurance  certifying  that the 


                                       7

<PAGE>

Company has product  liability  insurance and (ii) require the insurance company
to name Terk as an entity to be notified in the event of the cancellation of the
product liability insurance.

          10. The Company shall have the sole right, in the first  instance,  to
take appropriate measures,  including  instituting or defending  litigation,  to
prevent or stop  infringement  or  misappropriation  by third parties in making,
using  or  selling  products  using  the  Intellectual  Property  ("third  party
infringement").  If,  after six  months  from the date of notice  from Terk that
there is third party  infringement,  the Company fails or refuses  either (a) to
take or initiate  appropriate  measures against the third party  infringement or
(b) to offer to permit Terk to take or  initiate  appropriate  measures  against
third  party  infringement,  Terk nay  terminate  this  Agreement  upon 60 days'
notice.

          11. The Company shall notify Terk if the patent applications  referred
to in WHEREAS  clause  A(i) of this  Agreement  are  accepted or rejected by the
United States Patent Office.

          12.  If  this  Agreement  is  continued  in  force  and  effect  as  a
non-exclusive agreement after the original date of termination,  as contemplated
by  paragraph 3 of this  Agreement,  the parties,  upon  request by Terk,  shall
attempt to arrive at new minimum  amounts of  purchases of ASIC Chips by Terk in
order to restore the Agreement as an exclusive Agreement in the Territory.

          13. During the period that this is an exclusive Agreement, the Company
will not sell or license any  Intellectual  Property to third parties for use in
any Consumer Video  Enhancement  Products which permits the resale to the retail
trade of the Consumer Video Enhancement Products in the Territory.


                                       8

<PAGE>

          14.  Terk shall have full  title to all patent  applications,  Letters
Patent,  know-how,  designs,  and  trade  secrets  ("Terk  Technology")  for any
inventions or products  developed  solely by Terk. The company  acknowledges and
agrees  that  Terk is and  shall  be the sole  and  exclusive  owner of the Terk
Technology.  Terk also shall own all of its own  trademarks  and trade names and
may  display  those  trademarks  and trade  names on all of the  Consumer  Video
Enhancement Products and related packaging and written material.  This Agreement
shall not be considered a license for the Company to use the Terk Technology.

          15. In no event shall the  Company or Terk be liable for any  special,
incidental,  indirect or  consequential  damages of any kind in connection  with
this Agreement,  even if the Company or Terk has been informed in advance of the
possibility of such damages.

          16. This  Agreement  shall be governed by and  construed in accordance
with the laws of the State of New Jersey.

          17.   All   notices,   reports,   requests,   acceptances   and  other
communications  required or permitted  under this Agreement shall be in writing,
sent to the  receiving  party's  address  as set forth on the first page of this
Agreement (or to such other  address that the receiving  party may have provided
for purpose of notice as provided in this  paragraph),  and will be deemed given
when (i) delivered personally,  (ii) sent by confirmed facsimile machine,  (iii)
sent by commercial  overnight courier with written  verification of receipt,  or
(iv) sent by registered or certified  mail,  return receipt  requested,  postage
prepaid.

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

*    These portions of the Agreement were omitted and filed  separately with the
     Commission pursuant to a request for confidential treatment.


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<PAGE>

          IN WITNESS  WHEREOF,  the parties hereto have signed this Agreement as
of the date first above written.

TERK TECHNOLOGIES CORP.                 NUWAVE TECHNOLOGIES, INC.



By: /s/ Neil Terk                       By: /s/ Jeremiah F. O'Brien
    --------------------------              --------------------------