LICENSE AGREEMENT

License Agreement made this 29th day of September,  2000 by and between Vidikron
of America, Inc., a _________ Corporation ("Licensee",  "Vidikron" or "VAI") and
Distributed  Media  Corporation,  a  subsidiary  of NCT  Group,  Inc. a Delaware
Corporation with offices at 20 Ketchum Street, Westport, CT 06880, USA, ("DMC").

WHEREAS  Licensee  is  engaged  in  the  design,  development,  manufacture  and
marketing of Systems for the projection of TV images for the home theater market
for various geographic markets around the world; and

WHEREAS  Distributed  Media Corporation is engaged in the development of digital
transmission and control  technology that has been applied to various fields and
industries, and is the licensee of certain United States and foreign patents and
copyrights covering various aspects of Internet connectivity and digital control
technology  which  both  parties  believe  can be applied  to  products  sold by
Licensee; and

WHEREAS  Licensee is desirous of obtaining a license  from DMC to use,  make and
sell the Licensed Techgnology in the Market;

NOW THEREFORE,  in consideration of the mutual covenants  contained  herein,  as
well as other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties agree as follows:

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ARTICLE 1.  DEFINITIONS

As used herein, the terms described below have the following meanings.

1.1  "Affiliate"  shall mean any legal entity which directly or  indirectly,  is
     controlled  by, is in control of, or under  common  control  with the legal
     entity with reference to which the term "Affiliate" is used.

1.2  "Confidential  Information" shall mean the information described in Article
     5 below and shall include the Deliverables and any and all samples, models,
     prototypes,  drawings,  specifications,   formulas,  algorithms,  software,
     operating  techniques,  processes,  data,  technical and other information,
     including  any  information  relating  to the status of  research  or other
     investigations  being conducted,  whether given in writing,  orally,  or in
     magnetic  or other  electronic  processing  form to the  extent  that  such
     information is not in the public domain through other than a breach of this
     Agreement.

1.3  "Deliverables"  shall  mean the  models,  specifications,  codes  and other
     documentation and materials  described on Schedule A hereto to be delivered
     by DMC to Licensee under Section 4.3 of this Agreement.

1.4  "Know-how",  in general, will have its usual and accepted meaning, that is,
     inter alia, all factual  knowledge and  information not capable of precise,
     separate  description  but  which,  in an  accumulated  form,  after  being
     acquired as the result of trial and error, gives to the one acquiring it an
     ability to produce and market  something which one otherwise would not have
     known  how to  produce  and  market  with the same  accuracy  or  precision
     necessary for commercial success.

1.5  "Licensed  Patents"  shall mean all those  patents  relating  to the Market
     licensed  by  DMC  together   with  those   patents   issued  under  patent
     applications  filed or to be filed  relating  to the Market  including  any
     continuations,  continuations-in-part,   divisions,  extensions,  reissues,
     re-examinations or renewals of any of the foregoing.

1.6  "Licensed  Product" shall mean the Vidikron Products embodying or employing
     all or part of the Licensed Patents and/or the Licensed Technology.

1.7  "Licensed Technology" shall mean that unpatented technology relating to the
     Market licensed by DMC.

1.8  "Licensee  Technology" shall mean any and all existing,  other than Sponsor
     Technology,  relating to the design, development,  manufacture and assembly
     of VAI  Products,  now  owned or  licensed  by or to  Licensee  and/or  its
     Subsidiaries,  including  without  limitation all know-how,  trade secrets,
     methods, operating techniques,  processes,  software, materials,  technical
     data,  engineering   information,   formulas,   specifications,   drawings,
     machinery and apparatus, patents, patent applications, copyrights and other
     intellectual property relating thereto.

1.9  "Market" shall mean the video portion  relating to the Home Theater and the
     Outdoor Billboard market in the World.

1.10 "DMC  Technology"  shall mean any and all existing  technology,  other than
     Sponsor Technology,  relating to the Market, now owned or licensed by or to
     DMC and/or its Subsidiaries or affiliates, including without limitation all
     know-how,  trade  secrets,   methods,   operating  techniques,   processes,
     software,  materials,  technical data, engineering  information,  formulas,
     specifications,   drawings,   machinery  and  apparatus,   patents,  patent
     applications, copyrights and other intellectual property relating thereto.

1.11 "DMC Technology License" shall mean the license to the Licensed Patents and
     the Licensed  Technology granted by DMC to Licensee under Article 2 of this
     Agreement.

1.12 "Sponsor  Technology"  shall mean with  respect  to a party  hereto (i) all
     existing  technology  owned  or  licensed  by  or  to a  party  and/or  its
     Affiliates or affiliates which, by virtue of contract  restrictions binding
     on such party, cannot be disclosed or transferred to the other party on the
     same terms and conditions as DMC Technology or Licensee Technology,  as the
     case may be;  and (ii)  all  existing  technology  which  results  from the
     combination  of a party's  technology and a third party's  technology,  and
     which by virtue of contract  restrictions binding on the party in question,
     cannot be disclosed or transferred to the other party on the same terms and
     conditions as DMC Technology or Licensee Technology, as the case may be.

1.13 "Technical  Information"  shall mean technical,  design,  engineering,  and
     manufacturing  information and data pertaining to the design,  manufacture,
     commercial  production and distribution of Licensed Products in the form of
     designs,   prints,   plans,  material  lists,   drawings,   specifications,
     instructions,  reports, records, manuals, other written materials, computer
     programs and software and other forms or media relating thereto.


ARTICLE 2.  LICENSES

2.1  The DMC  Technology  License - License to  Licensed  Patents  and  Licensed
     Technology.  Subject to the terms and  conditions  of this  Agreement,  DMC
     hereby grants to Licensee,  its  Affiliates  and partners a license to use,
     make, distribute, sell and/or have sold Licensed Products which inCorporate
     or embody, or are covered or claimed by, or are based on one or more of the
     Licensed  Patents  and/or  Licensed  Technology  as  practiced,  claimed or
     contained in object code form.

2.2  Limitations.  The DMC Technology  License shall be non-exclusive as against
     all others for the  manufacture,  use and sale of Licensed  Products in the
     Market.   Said  licenses  are  limited  to:  (a)  the   manufacture,   use,
     distribution and sale of Licensed Products which practice, claim or contain
     the Licensed Patents and/or Licensed Technology, and (b) the Market.

2.3  Assignment and Sublicensing.  The rights and licenses granted hereunder may
     not be sublicensed, conveyed, assigned or otherwise transferred by Licensee
     to any third party without DMC's prior written consent in each instance. In
     addition,   Licensee  shall  have  the  right  to  have  Licensed  Products
     manufactured  for it by others but only after obtaining DMC's prior written
     consent and only under nondisclosure  agreements  implemented in accordance
     with the provisions of Articles 4 and 5 hereof.

2.4  Acceptance. Licensee hereby (i) accepts the rights under the DMC Technology
     License  granted to it by DMC under this  Article 2, and (ii)  acknowledges
     that  the  rights  that  DMC  has  granted  to   Licensee   hereunder   are
     non-exclusive and limited to the manufacture, use, distribution and sale of
     Licensed  Products  in the  Market  subject  to the  limitations  set forth
     herein.

2.5  Patent and Copyright  Notices.  Licensee  shall mark each Licensed  Product
     sold,  leased,  distributed  or otherwise  transferred  and shall cause all
     licenses,  contracts and agreements with other parties for the sale, lease,
     distribution,  use or other  disposition of Licensed  Products to contain a
     provision  requiring,  if feasible in Licensee's  reasonable opinion,  such
     other  parties  to  mark  each  Licensed  Product  with a  suitable  legend
     identifying  the  Licensed   Patents  and  Licensed   Technology  with  the
     appropriate  patent  or  copyright  notice,  as the  case  may be.  If,  in
     Licensee's  reasonable opinion, the Licensed Product is too small to have a
     legend  placed on it,  Licensee will use all  reasonable  efforts to have a
     legend placed on the software and/or packaging.


ARTICLE 3.  FEES AND ROYALTIES

3.1  Fees.  Licensee  shall  pay  DMC  $1,000,000  (one  million  dollars)  as a
     non-refundable  up-front  license fee. These fees are due upon execution of
     this Agreement.

3.2  Unit royalties. Licensee shall not pay DMC any royalties.

3.3  Payment. (Intentionally Blank)

ARTICLE 4.  DISCLOSURE OF INFORMATION, DATA AND KNOW-HOW

4.1  Disclosure.  The  parties  shall  disclose  to each other such  appropriate
     Technical  Information  as may be  reasonably  required to  accomplish  the
     purposes of this Agreement. It is agreed, however, that neither party shall
     be  obligated to disclose  information,  the  disclosure  of which has been
     restricted by a third party.

4.2  Treatment.  All  disclosed  Technical  Information  which  is  Confidential
     Information  (as defined in Article 5 below) shall be kept  confidential by
     the receiving party in accordance with the further  provisions of Article 5
     below and will remain the property of the disclosing party.

4.3  Deliverables.  DMC  shall  deliver  the  Deliverables  to  Licensee  and in
     accordance with the delivery dates set forth on Schedule A hereto.

ARTICLE 5.  CONFIDENTIALITY

5.1  Definitions. Each party possesses and will continue to possess confidential
     information  relating to its business and technology  which has substantial
     commercial  and  scientific  value in the  business  in which it is engaged
     ("Confidential   Information").   Subject  to  Section  5.4,   Confidential
     Information  includes,  but  is not  limited  to:  Deliverables,  Technical
     Information,   trade  secrets,  processes,  formulas,  data  and  know-how,
     discoveries,  developments, designs, improvements,  inventions, techniques,
     marketing   plans,   strategies,    forecasts,   new   products,   software
     documentation,  unpublished  financial  statements,  budgets,  projections,
     licenses,  prices,  costs,  customer  lists,  supplier  lists and any other
     material marked "Confidential Information", "Proprietary Information" or in
     some  other  reasonable   manner  to  indicate  it  is  confidential.   Any
     Confidential  Information  disclosed  between the parties  hereto orally or
     visually, in order to be subject to this Agreement,  shall be so identified
     to the receiving party at the time of disclosure and confirmed in a written
     summary  appropriately marked as herein provided within ten (10) days after
     such oral or visual disclosure.

5.2  Treatment.  Each party shall  during the term of this  Agreement  and for a
     period of five (5) years thereafter, hold in confidence and not disclose to
     third parties except as  specifically  permitted under this Section 5.2 and
     Section 5.4 below any and all  Confidential  Information of the other party
     disclosed directly or indirectly to it by the other party.

     Each party shall take the following minimum  safeguards with respect to the
     Confidential Information of the other party:


     (a)  only  those of its  employees  who need to receive  the other  party's
          Confidential  Information  in order to carry out the  purposes of this
          Agreement shall have access to such  information and such access shall
          be limited to only so much of such information as is necessary for the
          particular employee to properly perform his or her duties;

     (b)  all documents,  drawings, writings and other embodiments which contain
          Confidential  Information  of the other party shall be maintained in a
          prudent  manner in a secure  fashion  separate  and apart  from  other
          information in its  possession and shall be removed  therefrom only as
          needed to carry out the purposes of this Agreement;

     (c)  all documents, drawings, writings and other embodiments of information
          the  security  or  safekeeping  of which are  subject to  governmental
          regulations shall be kept in accordance with those regulations;

     (d)  all employees and  contractors  who shall have access to  Confidential
          Information  of the other party shall be under  written  obligation to
          it;  (i) to  hold in  confidence  and not  disclose  all  Confidential
          Information made available to them in the course of their  employment;
          (ii)  to use  such  Confidential  Information  only in the  course  of
          performing  their  employment  duties;  and  (iii) to  assign to their
          employer or the party  retaining them all  inventions or  improvements
          relating to their  employer's  business and  conceived  while in their
          employer's  employ unless such  assignment is prohibited by applicable
          law.

     Notwithstanding the foregoing, a party receiving  Confidential  Information
     of the other party may  disclose to its  subcontractors  and  material  and
     component  suppliers  so  much  of  such  Confidential  Information  as  is
     necessary  to enable  such  party to perform  its  duties  and  obligations
     related to the  accomplishment  of the purposes of this Agreement  provided
     that such  subcontractors  and  suppliers  are  obligated  to such party in
     writing;  (i) to hold in confidence and not disclose such information;  and
     (ii) not to use such information except as authorized by such party.

     In no event shall the party receiving Confidential Information of the other
     party  disassemble,  reverse  engineer,  re-engineer,   redesign,  decrypt,
     decipher,   reconstruct,   re-orient,  modify  or  alter  any  Confidential
     Information of the disclosing party or any circuit design, algorithm, logic
     or  program  code in any of the  disclosing  party's  products,  models  or
     prototypes  which contain  Confidential  Information  or attempt any of the
     foregoing  without first obtaining  written consent of the disclosing party
     in each instance.

5.3  Return.  All  documents,  drawings,  writings  and other  embodiments  of a
     party's  Confidential  Information,  as well as those produced,  created or
     derived  from  the  disclosing  party's   Confidential   Information  which
     incorporate the disclosing party's Confidential  Information and all copies
     thereof  shall be  returned  promptly  to it by the  other  party  upon the
     termination of this  Agreement  provided that the parties shall continue to
     be bound by the provisions of Section 5.2 above.

5.4  Exclusions. Confidential Information shall not include information that;

     (a)  was at the time of disclosure in the public domain through no fault of
          the party receiving it;

     (b)  becomes  part of the  public  domain  after  disclosure  to the  party
          receiving it through no fault of such party;

     (c)  was in the  possession  of the party  receiving  it (as  evidenced  by
          written  records)  at the  time of  disclosure  and  was not  acquired
          directly or indirectly  from the other party, or a third party, as the
          case may be, under a continuing  obligation of confidence of which the
          party receiving it was aware;

     (d)  was  received  by the party  receiving  it (as  evidenced  by  written
          records) after the time of disclosure hereunder from a third party who
          did not require it to be held in confidence and who did not acquire it
          directly  or  indirectly  from  the  other  party  under a  continuing
          obligation of confidence of which the party receiving it was aware;

     (e)  required by law, governmental regulations, court order or the rules of
          any  relevant  securities  exchange to be  disclosed,  but only to the
          extent of such required disclosure; provided, that a party required to
          so disclose Confidential  Information shall use best efforts to notify
          the other party of such  potential  disclosure  so that such party may
          seek a protective  order or other  remedies to maintain in  confidence
          any such Confidential Information;

     (f)  was developed independently by the receiving party and without the use
          of any  Confidential  Information  received from the disclosing  party
          under this Agreement; or

     (g)  was or is disclosed by the party  owning it to third  parties  without
          restrictions  on use  or  disclosure  comparable  to  those  contained
          herein.


ARTICLE 6.  PAYMENTS, REPORTS AND RECORDS

(Intentionally Blank)


ARTICLE 7.  TERM

The term of this Agreement  shall begin on the date hereof and,  unless extended
or earlier  terminated by the written agreement of the parties or the provisions
of Article 9 below,  shall expire  immediately upon either:  (i) with respect to
rights granted under any patent  hereunder,  the expiration of that patent under
applicable law; or (ii) with respect to the other rights granted hereunder, upon
the expiration of the last to expire of the patents licensed hereunder.


ARTICLE 8.  TERMINATION

8.1  General.  This  Agreement  may be  terminated  prior to the end of the term
     provided in Article 8 above under any of the  following  provisions of this
     Article.

8.2  Breach.  In the  event  of a  material  breach  of this  Agreement,  if the
     defaulting  party fails to cure the breach  within thirty (30) days, in the
     case of a breach involving non-payment of amounts to be paid hereunder,  or
     sixty (60)  days,  in the case of any other  kind of breach  following  its
     receipt of written  notice from the  non-defaulting  party  specifying  the
     nature of the  breach  and the  corrective  action  to be  taken,  then the
     non-defaulting  party may terminate this Agreement  forthwith by delivering
     its written  declaration  to the  defaulting  party that this  Agreement is
     terminated;  provided any payment default will require the defaulting party
     to pay  interest  in  order to cover  the  default  at the rate of the then
     current prime rate at The Chase Manhattan Bank N.A.

8.3  Insolvency. If one of the parties becomes bankrupt or insolvent, or files a
     petition  therefor,  or  makes a  general  assignment  for the  benefit  of
     creditors, or otherwise seeks protection under any bankruptcy or insolvency
     law,  or upon  the  appointment  of a  receiver  of the  assets  of a party
     ("defaulting  party")  then  the  other  party  shall  have  the  right  to
     immediately  terminate this Agreement upon written notice to the defaulting
     party provided, in any such instance,  that said right of termination shall
     be postponed for as long as the defaulting  party  continues to conduct its
     business in the ordinary course.

8.4  Survival  of  Certain  Terms.   Notwithstanding  the  termination  of  this
     Agreement  under any of the  provisions  of this  Article  9, the terms and
     conditions  of  Section  4.2 and  Article  5, and those  pertaining  to the
     ownership of rights  acquired under Article 6 shall survive  termination of
     this  Agreement and shall  continue to be applicable and govern the parties
     with respect to the subject matter thereof.

8.5  Document  Return.  Each party shall return to the other party within thirty
     (30) days of the date of termination under either Article 8 or this Article
     9 all of the secret and confidential information,  patent applications, and
     know-how  received  pursuant  to this  Agreement  together  with all  other
     tangible property loaned for the implementation of this Agreement.


ARTICLE 9.  FORCE MAJEURE

In the event of enforced delay in the performance by either party of obligations
under this Agreement due to unforeseeable  causes beyond its reasonable  control
and without its fault or negligence, including, but not limited to, acts of God,
acts of the government, acts of the other party, fires, floods, strikes, freight
embargoes,  unusually severe weather,  or delays of  subcontractors  due to such
causes  (an  "Event  of  Force  Majeure"),  the  time  for  performance  of such
obligations  shall be extended  for the period of the enforced  delay;  provided
that the party seeking the benefit of the  provisions of this  paragraph  shall,
within ten (10) days after the beginning of any such enforced delay,  have first
notified the other party in writing of the causes and requested an extension for
the  period of the  enforced  delay and shall use all  reasonable  endeavors  to
minimize the effects of any Event of Force Majeure.


ARTICLE 10.  APPLICABLE LAW

The terms and conditions of this Agreement and the performance  thereof shall be
interpreted in accordance with and governed by the laws of the State of Delaware
and the United States of America.


ARTICLE 11.  DISPUTE RESOLUTION

The parties agree to attempt in good faith to resolve any dispute arising out of
or in  connection  with the  performance,  operation or  interpretation  of this
Agreement  promptly  by  negotiation  between  the  authorized  contacts  of the
parties.

If a dispute should arise,  the authorized  contacts will meet at least once and
will attempt to resolve the matter.  Either  authorized  contact may request the
other to meet within fourteen (14) days, at a mutually agreed time and place. If
the matter has not been resolved within thirty (30) days of a request being made
for such a  meeting,  the  authorized  contacts  shall  refer the  matter to the
representatives  of the parties who are responsible for matters at the policy or
strategic  level  who shall  meet  within  fourteen  (14) days of the end of the
thirty (30) day period referred to above, at a mutually agreed time and place.

If the matter has not been  resolved  within thirty (30) days of a request being
made for this meeting, the parties shall proceed as follows:

     (a)  Any action,  suit or proceeding  where the amount in controversy as to
          at least one party,  exclusive of the interest and costs,  exceeds one
          million dollars (a "Summary  Proceeding"),  arising out of or relating
          to this  Agreement  or the breach,  termination  or validity  thereof,
          shall be litigated  exclusively  in the Superior Court of the State of
          Delaware  (the  "Delaware  Superior  Court")  as a summary  proceeding
          pursuant  to Rules  124-131 of the  Delaware  Superior  Court,  or any
          successor rules (the "Summary Proceeding Rules").  Each of the parties
          hereto  hereby  irrevocably  and  unconditionally  (i)  submits to the
          jurisdiction   of  the  Delaware   Superior   Court  for  any  Summary
          Proceeding,  (ii) agrees not to commence any Summary Proceeding except
          in the Delaware Superior Court,  (iii) waives, and agrees not to plead
          or to make,  any  objection to the venue of any Summary  Proceeding in
          the Delaware Superior Court,  (iv) waives,  and agrees not to plead or
          to make, any claim that any Summary Proceeding brought in the Delaware
          Superior   Court  has  been   brought  in  an  improper  or  otherwise
          inconvenient  forum,  (v) waives,  and agrees not to plead or to make,
          any claim that the Delaware Superior Court lacks personal jurisdiction
          over it, (vi) waives its right to remove any Summary Proceeding to the
          federal  courts  except  where such  courts  are vested  with sole and
          exclusive  jurisdiction  by statute and (vii)  understands  and agrees
          that it shall not seek a jury trial or punitive damages in any Summary
          Proceeding  based upon or arising out of or otherwise  related to this
          Agreement  and  waives any and all rights to any such jury trial or to
          seek punitive damages.

     (b)  In the event  any  action,  suit or  proceeding  where  the  amount in
          controversy as to at least one party, exclusive of interest and costs,
          does not exceed One Million Dollars (a  "Proceeding"),  arising out of
          or relating to this  Agreement or the breach,  termination or validity
          thereof  is  brought,  the  parties to such  Proceeding  agree to make
          application  to the  Delaware  Superior  Court to  proceed  under  the
          Summary  Proceeding  Rules.  Until  such time as such  application  is
          rejected, such Proceeding shall be treated as a Summary Proceeding and
          all of the foregoing  provisions  of this Section  relating to Summary
          Proceedings shall apply to such Proceeding.

     (c)  In the event a Summary  Proceeding  is not  available  to resolve  any
          dispute  hereunder,  the  controversy  or claim  shall be  settled  by
          arbitration   conducted  on  a  confidential  basis,  under  the  U.S.
          Arbitration  Act,  if  applicable,  and the  then  current  Commercial
          Arbitration   Rules   of   the   American   Arbitration    Association
          ("Association")   strictly  in  accordance  with  the  terms  of  this
          Agreement  and the  substantive  law of the  State  of  Delaware.  The
          arbitration  shall be conducted at the  Association's  regional office
          located  closest to  Licensee's  principal  place of business by three
          arbitrators,  at least one of whom  shall be  knowledgeable  in Active
          Technology  and one of whom shall be an  attorney.  Judgment  upon the
          arbitrators'  award  may be  entered  and  enforced  in any  court  of
          competent  jurisdiction.  Neither  party shall  institute a proceeding
          hereunder  unless at least  sixty (60) days prior  thereto  such party
          shall have given written notice to the other party of its intent to do
          so.  Neither party shall be precluded  hereby from securing  equitable
          remedies in courts of any jurisdiction, including, but not limited to,
          temporary  restraining  orders and preliminary  injuDMCions to protect
          its  rights and  interests  but such shall not be sought as a means to
          avoid or stay arbitration.

     (d)  Licensee         hereby         designates         and        appoints
          ________________________________  with  offices  on  the  date  hereof
          at______________________________,  as its agent to receive  service of
          process in any Proceeding or Summary Proceeding. DMC hereby designates
          and  appoints  Corporation  Service  Company  with offices on the date
          hereof at 1013  Centre  Road,  Wilmington,  DE 19805,  as its agent to
          receive such service. Each of the parties hereto further covenants and
          agrees that, so long as this Agreement  shall be in effect,  each such
          party  shall  maintain  a duly  appointed  agent  for the  service  of
          summonses and other legal  processes in the State of Delaware and will
          notify the other parties  hereto of the name and address of such agent
          if it is no longer the entity identified in this article.


ARTICLE 12.   ANNOUNCEMENTS AND PUBLICITY; INDEPENDENT CONTRACTORS

Except for any disclosure  which may be required by law,  including  appropriate
filings with the  Securities  Exchange  Commission  and the Nasdaq Stock Market,
Inc.,  neither  party may use the  other's  name or  disclose  the terms of this
Agreement  without  the  consent  of  the  other,  which  consent  shall  not be
unreasonably withheld. Notwithstanding the foregoing, upon the execution of this
Agreement  DMC may issue a press  release in DMC's  customary  format and manner
reporting  the  execution  of this  Agreement  and its  general  subject  matter
provided DMC shall have received Licensee's prior written approval thereof which
approval shall not be unreasonably withhold or delayed.

Each party to this Agreement is an  independent  contractor and neither shall be
considered the partner, employer, agent or representative of the other.


ARTICLE 13.  SEVERABILITY

If any part of this  Agreement  for any  reason  shall be  declared  invalid  or
unenforceable,  such decision shall not affect the validity or enforceability of
any remaining  portion,  which shall remain in full force and effect;  provided,
however,  that in the event a part of this Agreement is declared invalid and the
invalidity or enforceability of such part has the effect of materially  altering
the obligations of any party under this Agreement,  the parties agree,  promptly
upon such  declaration  being  made,  to  negotiate  in good faith to amend this
Agreement  so as to put such  party in a position  substantially  similar to the
position such party was in prior to such declaration.


ARTICLE 14.  RIGHTS OF ASSIGNMENT; SUCCESSORS AND ASSIGNS

Neither DMC nor Licensee shall have any right to assign this Agreement or any of
their respective  rights or obligations  under this Agreement to any third party
except by operation of law or with the prior written consent of the other party.
In the event Licensee  wishes to assign any of its rights or  obligations  under
this  Agreement  to  an  Affiliate  of  Licensee,  DMC's  consent  will  not  be
unreasonably  withheld.  In the event DMC  wishes to assign any of its rights or
obligations under this Agreement to an Affiliate of DMC, Licensee's consent will
not be  unreasonably  withheld.  The provisions of this Agreement shall inure to
the benefit of, or be binding  upon,  the  successors  and assigns of each party
hereto.


ARTICLE 15.  NOTICES

Any  notices  under  this  Agreement  shall be in  writing  and  shall be deemed
delivered on the date of delivery if delivered by personal  service,  or sent by
telecopy and confirmed by first class  registered or certified mail, or same day
or overnight  courier  service with postage or charges  prepaid and on the third
day following  dispatch if sent only by first class registered or certified mail
or same day or overnight courier service with postage or charges prepaid. Unless
subsequently  notified in writing in  accordance  with this Section by the other
party,  any  notice or  communication  hereunder  shall be  addressed  to DMC as
follows:

                  Distributed Media Corporation
                  20 Ketchum Street
                  Westort, CT 06880
                  Attn: President
                  Telecopy No:  1-203-226-3123

to Licensee as follows:

                  Vidikron of America, Inc.
                  Attn: President
                  Telecopy No: _________________


ARTICLE 16.  TAXES

Licensee  shall be  solely  responsible  for any  sales,  use,  occupational  or
privilege  taxes,   duties,  fees  or  other  similar  charges  imposed  by  any
governmental  authority  in  connection  with  the  manufacture,   sale,  lease,
distribution,  use or other  disposition by Licensee of Licensed Products or the
Licenses  granted  hereunder.  Any other taxes,  including income taxes based on
royalties and other payments to DMC, shall be the responsibility of DMC.


ARTICLE 17.  INDEMNIFICATION

Each of DMC and Licensee  agrees to  indemnify,  defend,  and hold  harmless the
other party and each of its officers,  directors,  employees, agents, successors
and assigns  (hereinafter  referred to in the  aggregate in this section as "the
Indemnified Party") against any and all losses,  claims,  damages,  liabilities,
costs and expenses (including without limitation, reasonable attorneys' fees and
other  costs of defense of every kind  whatsoever  and the  aggregate  amount of
reasonable  settlement of any suit,  claim or proceeding)  which the Indemnified
Party may incur or for which the Indemnified  Party may become liable on account
of any suit,  claim or  proceeding  purporting  to be based  upon a  failure  to
perform  obligations  under this  Agreement  to be  performed by the other party
(hereafter  the  "Indemnifying   Party")  and  its  employees  or  agents.   The
Indemnified Party shall promptly advise the Indemnifying Party of any such suit,
claim or  proceeding  and shall  cooperate  with the  Indemnifying  Party in the
defense or settlement of such suit, claim or proceedings providing no settlement
shall be made without the consent of the Indemnified  Party, which consent shall
not be unreasonably  withheld. In any event, the Indemnified Party shall furnish
to the  Indemnifying  Party such  information  relating  to such suit,  claim or
proceeding  as the  Indemnifying  Party  shall  reasonably  request  for  use in
defending the same.


ARTICLE 18.  MAINTENANCE AND DEFENSE OF LICENSED PATENTS

18.1 Enforcement of Patents.  Throughout the term of this  Agreement,  DMC shall
     maintain  in force the  Licensed  Patents.  In this  connection,  DMC shall
     promptly pay all costs of any and all continuations, continuations-in-part,
     divisions,  extensions,  reissues,  re-examinations,  or  renewals  of  the
     Licensed Patents, including,  without limitation, the costs and expenses of
     any and all attorneys, experts or other professionals engaged in connection
     with any of the  foregoing.  In addition,  DMC shall  actively  protect the
     Licensed Patents and shall institute all such suits, actions or proceedings
     for infringement of any of the Licensed Patents as may be necessary in this
     regard.  Unless DMC shall have  received the advice of counsel that success
     on the merits is reasonably certain,  DMC shall be excused from its duty to
     commence and/or may withdraw from any enforcement action under the Licensed
     Patents  and  Licensee  shall  then be free to  pursue  enforcement  of the
     Licensed Patents in its own name and at its sole expense and risk, but only
     to the extent  such  infringement  occurs in the  Market.  In the event DMC
     fails to commence an enforcement  action or otherwise  protect the Licensed
     Patents as aforesaid after notice of possible  infringement  from Licensee,
     Licensee shall be entitled by itself to take proceedings in the name of and
     with the cooperation of DMC to restrain any such infringement at Licensee's
     expense and for  Licensee's  benefit.  Where  Licensee  proceeds  alone and
     achieves  an award from the  official  enforcement  forum in such an action
     brought by it,  Licensee  shall be entitled to retain such award.  However,
     any  compromise of such  enforcement  action or concession of invalidity or
     priority  of  invention  of  any  patent  whether  in  connection  with  an
     enforcement   action  or  any  other   proceeding   shall   require   DMC's
     participation  and express  prior written  approval.  If DMC has elected to
     participate in and share in the expense of any such enforcement action, any
     award shall be shared equally by DMC and Licensee.

18.2 Infringement. DMC shall defend and save harmless Licensee against any suit,
     damage claim or demand,  and any loss, cost or expense suffered as a result
     thereof (including  reasonable  attorneys fees), based on actual or alleged
     infringement  of any  patent or  trademark  or any  unfair  trade  practice
     resulting  from the exercise or use of any right or license  granted  under
     this  Agreement;  provided that Licensee (a) promptly  notifies DMC of such
     suit,  claim or demand and (b) provides DMC with such assistance as DMC may
     reasonably  request for the defense or  settlement  of such suit,  claim or
     demand.

     Notwithstanding the foregoing, DMC shall have no liability to defend or pay
     damages or costs to  Licensee  with  respect  to any claim of  infringement
     which is based on an implementation designed or modified by any third party
     or Licensee's  use of the Licensed  Patents or the Licensed  Technology for
     any  purpose  other than the design,  manufacture,  use or sale of Licensed
     Products pursuant to this Agreement.


ARTICLE 19.  WARRANTIES

DMC represents and warrants that it has the right,  power and authority to enter
into this Agreement and to grant the licenses and other rights  contained herein
to  Licensee as herein  provided  and that none of the same will breach or be in
violation of any agreement, license, or grant made with or to any other party by
DMC and that to the best of DMC's knowledge and belief the Licensed  Patents are
valid and do not infringe any other patent issued prior to the date hereof.


ARTICLE 20.  DISCLAIMER

EXCEPT AS  SPECIFICALLY  SET FORTH IN THIS AGREEMENT,  DMC HEREBY  DISCLAIMS ANY
EXPRESS OR IMPLIED  WARRANTY  OF THE  ACCURACY,  RELIABILITY,  TECHNOLOGICAL  OR
COMMERCIAL VALUE,  COMPREHENSIVENESS OR MERCHANTABILITY OF THE LICENSED PATENTS,
THE DMC TECHNOLOGY,  OR THE LICENSED  PRODUCTS,  OR THEIR SUITABILITY OR FITNESS
FOR ANY PURPOSE  WHATSOEVER.  DMC  DISCLAIMS  ALL OTHER  WARRANTIES  OR WHATEVER
NATURE,  EXPRESS OR IMPLIED.  DMC DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGE
RESULTING, DIRECTLY OR INDIRECTLY, FROM THE USE OF THE LICENSED PATENTS, THE DMC
TECHNOLOGY,  OR THE LICENSED  PRODUCTS,  OTHER THAN THOSE ARISING FROM CLAIMS OF
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES;  WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, THIS DISCLAIMER EMBRACES CONSEQUENTIAL DAMAGES,
LOSS OF PROFITS OR GOOD WILL,  EXPENSES  FOR DOWNTIME OR FOR MAKING UP DOWNTIME,
DAMAGES FOR WHICH LICENSEE MAY BE LIABLE TO OTHER PERSONS,  DAMAGES TO PROPERTY,
AND INJURY TO OR DEATH OF ANY PERSONS.


ARTICLE 21.   SUPPORT SERVICES

DMC shall provide Licensee with engineering,  maintenance and sales support with
respect to  Licensed  Products  to be sold,  leased,  distributed  or  otherwise
transferred  by Licensee under this Agreement to the extent and at the rates set
forth in Schedule D hereto.


ARTICLE 22.   SCOPE OF THE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior oral or written agreements
or  understandings  of the parties with regard to the subject matter hereof.  No
interpretation,  change,  termination or waiver of any provision hereof shall be
binding  upon a party  unless in writing  and  executed by the other  party.  No
modification,  waiver, termination,  recession, discharge or cancellation of any
right or claim under this  Agreement  shall affect the right of any party hereto
to enforce any other claim or right hereunder.


IN WITNESS THEREOF,  Licensee and DMC have executed this Agreement  effective as
of the date first written above.

VIDIKRON OF AMERICA, INC.                 DISTRIBUTED MEDIA CORPORATION


By:   /s/ STEPHEN HICKS                   By:    /s/ CY E. HAMMOND
      -----------------------                    ---------------------------
          Stephen Hicks                              Cy E. Hammond
Title:    President                       Title:     Treasurer

<PAGE>


Schedule A
Deliverables

     Pursuant  to  Section  4.3 DMC will  supply  Licensee  with  the  following
Deliverables on or before the dates set forth below:

            Deliverable                         Date

[To be completed]



<PAGE>



 Schedule D
Support Services

DMC will provide engineering, maintenance and sales support services, subject to
personnel availability,  at the following standard rates. Actual rates may vary,
and rates are  subject  to change  without  notice.  Out-of-pocket,  travel  and
material expenses are additional and will be billed at cost.

Technician/Draftsman                $  ____/Hour
Junior Engineer                        ____/Hour
Engineer                               ____/Hour
Senior Engineer                        ____/Hour
Manager                                ____/Hour

Source: OneCLE Business Contracts.