EXHIBIT 10.21

                                Board of Directors of Interactive Network, Inc.:


INTERACTIVE NETWORK, INC. ACTION OF THE BOARD OF DIRECTORS BY MAJORITY WRITTEN
CONSENT CONFIRM THE BOARD RESOLUTION EFFECTIVE JUNE 14, 1998.

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Date: June 17, 1998
Re: Board Resolution of June 14, 1998 and Employment Agreement to Bruce W. Bauer

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WHEREAS Interactive Network, Inc. (the Company) passed a board resolution by
majority vote on June 14, 1998 to hire Bruce W. Bauer to the position of Chief
Executive Officer and President of the Company for a one year employment
contract effective the 14th of June 1998 through the 13th of June 1999, the
Company shall provide under terms and conditions set forth as follows:

     1. Amount of $125,000.00 (one hundred twenty five thousand dollars)
effective June 14, 1998.

     2. The contract amount to be payable by the Company to Mr. Bauer in two
payments per month, or 24 equal payments per year ($125,000 / 24 = 5208.33).

     3. If terminated, or if job is ended, the remaining balance of the yearly
contractual salary not yet paid is due payable immediately at job termination.

     4. The Corporation hereby grants nonstatutory stock options to Mr. Bruce W.
Bauer to purchase in the amount of 900,000 (nine hundred thousand) shares of The
Corporation's Common Stock to Bruce W. Bauer; and further resolved that the
exercise price of each share shall be $0.2l (twenty one cents) per share at not
less than the fair market value as of this day hereof and that each such option
shall be immediately vested and exercisable immediately, and shall have a term
of five years, and that the proper officers of the Company are hereby authorized
and duly directed to execute such documents and to take whatever, action as
required to carry out the foregoing resolutions.

     5. It is the instructions and authorization of the Company and its Board of
Directors that the issuance of the above compensation be provided as intended
and herewith ratifies and confirms the same by the majority of the Board of
Directors of Interactive Network, Inc.

This document may be executed in one or more counterparts, each of which is and
shall be deemed to be an original, and all of which when taken together shall
constitute one instrument.

Authorization and Acceptance by:
                                              /s/ John Bohrer
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Don Graham, Director                          John Bohrer, Director


/s/ Bill Green 
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Bill Green, Director                          David B Lockton, Director


/s/ Bruce W. Bauer 
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Bruce W. Bauer, Director