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                                                                    EXHIBIT 10.2

                       [LOGO OF UUNET TECHNOLOGIES INC.]

                           Client Referral Agreement

This Client Referral Agreement (the "Agreement") is made this 3rd day of May,
1999, between UUNET Technologies Inc. ("UUNET"), a Delaware corporation, whose
address is 3060 Williams Drive, Fairfax, Virginia 22031 and USA Video
Interactive ("Company"), a Wyoming corporation, whose address is 70 Essex
Street, West Mystic, CT, 06388.

The parties hereto agree as follows:

1.   CLIENT REFERRAL PROGRAM DESCRIPTION.  Company will earn compensation under
this Agreement for a referral submitted to UUNET only if all of the following
conditions pertain:

     1.1.  A Lead Information Form (available at
           www.channel.uu.net/contracts/cr) has been submitted to UUNET's
           designated fax or mail address.
     1.2.  UUNET accepts the lead after determining that the prospect is neither
           an existing UUNET client not an existing prospect for these services.
     1.3.  A sale of the UUNET services for which the Lead Information Form was
           submitted is obtained within one hundred twenty (120) days of initial
           UUNET contract.
     1.4.  Acceptance of service order at UUNET's sole discretion.

2.   COMPENSATION.  Compensation rates for referrals are set forward at
www.channel.uu.net/contracts/cr. Compensation for each referral shall be based
on the compensation rate in effect on the date UUNET received the Company's Lead
Information Form. UUNET reserves the right to change the rates effective upon
posting to this URL. Payments will be made thirty days from the end of the month
in which service provided by UUNET is operational and billable. UUNET reserves
the right to charge back to Company any compensation paid in connection with a
referred client that cancels or discontinues service within the first six months
after service is operational and billable.

3.   PRICING AND PRODUCTS.  UUNET reserves the right to change its prices and to
discontinue any service offering with no advance notice. Company may refer to
UUNET's web site at www.usa.uu.net/products/access for current descriptions and
pricing on all services.

4.   RELATIONSHIPS OF PARTIES.  No agency, partnership, joint venture or
employment is created as a result of this Agreement. Neither party is authorized
to bind the other in any respect whatsoever.

5.   TERMINATION.  Company's participation hereunder may be terminated with or
without cause at any time either by Company or UUNET upon thirty days' written
notice. If terminated without cause, UUNET will pay Company all amounts due and
owing as of the effective date of such termination and will also pay Company
compensation for any qualifying revenue received by UUNET within a 120-day
period from the effective date of termination. Such payments shall constitute
UUNET's sole obligation to Company following a termination and UUNET's only
liability arising from the rights and obligations of the parties under this
Agreement.

6.   LIMITATION OF LIABILITY.  NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
STATED OR IMPLIED HEREIN, NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER FOR
ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES SUFFERED BY THE OTHER OR BY
ANY ASSIGNEE OR OTHER TRANSFEREE OF THE OTHER, EVEN IF INFORMED IN ADVANCE OF
THE POSSIBILITY OF SUCH DAMAGES.

7.   CONFIDENTIALITY.  Each party's confidential or proprietary information
("Confidential Information") shall be held confidential by the other party.
UUNET's performance under this Agreement, the quality of UUNET network
performance, and any data provided by UUNET to Company regarding performance of
the UUNET network shall be deemed UUNET Confidential Information. Neither party
shall disclose the other party's Confidential Information to third parties
without the other party's written consent, except as permitted pursuant to this
Section. Each party shall disseminate the other party's Confidential Information
among its employees only on a need-to-know basis and shall use such Confidential
Information only for the purpose of performing its obligations hereunder. To the
extent a party is required by applicable law, regulation, or a government agency

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or court order, subpoena, or investigative demand, to disclose the existence or
terms of this Agreement, or the other party's Confidential Information, such
party shall use its reasonable efforts to minimize such disclosure and obtain an
assurance that the recipient shall accord confidential treatment to such
Confidential Information, and shall notify the other party contemporaneously of
such disclosure. UUNET in its discretion may terminate this Agreement for cause
upon ten days' notice and without penalty in the event of any breach of this
Section.

8.   NO USE OF UUNET TRADEMARKS.  Company may not use the name, logo or any
other trademarks or service marks of UUNET in any communications, advertising,
signage, marketing materials, brochures or any other materials in any medium
without UUNET's express advance written permission. Any such permitted use shall
be in strict compliance with the use guidelines provided by UUNET. Neither party
shall issue any press release, announcement or public statement with respect to
this Agreement or the other party without the other party's advance written
consent.

9.   ENTIRE AGREEMENT.  This Agreement constitutes the entire understanding and
agreement between the parties and supercedes any and all prior contemporaneous
oral or written communications with respect to the subject matter hereof. This
Agreement shall not be modified, amended or on any way altered except by an
instrument in writing signed by the parties.

10.  GOVERNING LAW.  This Agreement and the rights of the parties hereunder
shall be governed by and interpreted in accordance with the laws of the
Commonwealth of Virginia, excluding its laws relating to conflicts of laws. The
parties agree that any appropriate state or federal court located in Fairfax
County, Virginia, shall have exclusive jurisdiction over any case or controversy
arising hereunder, and shall be the proper forum in which to adjudicate such
case or controversy.

11.  NOTICE.  Each notice required or permitted under this Agreement shall be
given in writing. Such notice shall be personally delivered; sent by first class
mail, postage prepaid and marked for delivery by certified or registered mail,
return receipt requested; send by nationally recognized overnight courier; or
sent by facsimile addressed to the parties listed below at their respective
places of business, or at such other addresses of which notice has been given to
the addressing party:

     If to Company:                   If to UUNET:

     USA Video Interactive Corp.      UUNET Technologies Inc.
     -----------------------------    ---------------------------------
     70 Essex Street                  3060 Williams Drive
     -----------------------------    ---------------------------------
     West Mystic, CT  06388           Fairfax, VA  22031
     -----------------------------    ---------------------------------

     Attention: General Counsel       Attention:  General Counsel
                -----------------
     Fax: (860)  572-7753            Fax:  (703)  206-5807
          -----------------------

Such notice shall be deemed delivered upon personal delivery: five days after
deposit in the US mail, one day after deposit with such overnight courier and
upon actual confirmation of receipt of a facsimile.

12.  WAIVER.  No failure on the part of either party to exercise, and no delay
in exercising, any right or remedy hereunder shall operate as a waiver thereof;
not shall any single or partial exercise of any right or remedy hereunder
preclude any other or further exercise thereof or the exercise of any other
right or remedy granted hereby or by law.

13.  ASSIGNMENT.  This Agreement shall not be assignable by Company without
UUNET's prior written consent.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth above.


Company                                UUNET Technologies Inc.

/s/ Edwin Molina                       /s/ Bradley Wise
-----------------------------------    ---------------------------------------
Signature                              Signature


      Edwin Molina                           Bradley Wise
-----------------------------------    ---------------------------------------
Printed Name                           Printed Name


       President                              Director, Channel Services
-----------------------------------    ---------------------------------------
Title                                  Title


          May 3, 1999                                  5/11/99
-----------------------------------    ---------------------------------------
Date                                   Date


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