
<PAGE>   1
                                                                    EXHIBIT 10.2














                 PURCHASE, DISTRIBUTION AND MARKETING AGREEMENT


                                 BY AND BETWEEN


                             NEW M-TECH CORPORATION


                                      AND


                               KMART CORPORATION





                          --------------------------
                               JANUARY 27, 1997
                          --------------------------














<PAGE>   2


                 PURCHASE, DISTRIBUTION AND MARKETING AGREEMENT

     This Agreement ("Agreement") is entered into as of January 27, 1997 (the
"Execution Date") between New M-Tech Corporation, a Florida corporation
("NewTech"), and Kmart Corporation, a Michigan corporation ("Kmart").

                                    PREAMBLE

     WHEREAS, pursuant to License Agreements by and between White Consolidated
Industries, Inc. ("WCI") and NewTech (the "License Agreements"), NewTech has
the exclusive right and license within the United States to use the trademark
"White-Westinghouse" and all associated designs and trade dress (together, the
"Trademark") in connection with the design, manufacture, advertising, sale and
promotion of, among others, the products listed on Exhibit A hereto, each of
which will bear and include the Trademark (such products bearing the Trademark
are hereinafter referred to as the "Products");

     WHEREAS, Kmart is a leading discount retailer of various consumer and
other products, including products similar to the Products; and

     WHEREAS, NewTech desires to grant to Kmart certain exclusive rights and
obligations to purchase, distribute, sell, market and promote the Products in
the United States, and Kmart desires to accept and exercise these rights and
obligations, upon the terms and subject to the conditions of this Agreement.

     WHEREAS, simultaneously with the execution of this Agreement, Kmart is
executing an agreement with Salton/Maxim Housewares, Inc., an Affiliate of
NewTech, as defined in Section 1.1, below (the "Salton Agreement"), for the use
of the Trademark on Kitchen Housewares, Personal Care products, fans and
heaters and electric air cleaners and humidifiers, as specifically described
therein, which agreement is critical to Kmart's overall program for use of the
Trademark on Products under this Agreement with NewTech, is a primary
inducement for Kmart's entering into, and is a continuing necessary component
of and precondition to Kmart's performance under this Agreement with NewTech.

     Accordingly, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:

                              TERMS AND CONDITIONS

1.    DEFINITIONS

            As used in this Agreement, the following terms shall have the
            meaning given to them below:

      1.1   "Affiliate" means any Person involved in a situation where, 
            directly or indirectly, one Person controls, or has the power to
            control, the other Person or a third party controls, or has the
            power to control, both Persons.

      1.2   "Discount Department Store" shall include, without limitation, the 
            Persons listed on Schedule 1.2 hereof as well as all department 
            stores which are similar to Discount Department Stores in terms of 
            market niche, size and product pricing which now or hereafter may 
            exist.

      1.3   "Person" shall include any individual, corporation, partnership, 
            association, cooperative, joint venture, or any other form of 
            business entity recognized under the law.



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      1.4   "sale" shall mean any action involving selling.

      1.5   "sell" shall mean to, directly or indirectly, sell, distribute, 
            supply, solicit or accept orders for, negotiate for the sale or 
            distribution of, or take any other action that is in furtherance 
            of, any of the foregoing.  "Sell" also include any other forms of 
            that verb, whether active or passive, or in the past, present, or 
            future tense.

      1.6   "United States" shall mean the United States of America, including 
            Puerto Rico and Guam.

2.    APPOINTMENT

      2.1   Appointment by NewTech; Acceptance by Kmart.  Subject to the
            provisions of this Agreement, NewTech hereby appoints Kmart as the
            sole and exclusive Discount Department Store to purchase,
            distribute, sell, market and promote the Products in the United
            States and Kmart hereby accepts such appointment. The rights granted
            to Kmart under this Agreement shall hereinafter collectively be
            referred to as the "Right."  No other Discount Department Store
            shall have any such Right during the Term of this Agreement and/or
            any extension or renewal thereof, regardless of source (i.e.,
            whether from NewTech or any other entity) subject to Sections 10.4
            and 10.5 hereof.  Notwithstanding the foregoing, nothing in this
            Agreement shall be deemed to preclude the sale of Products (i) by
            entities or stores other than Discount Department Stores including,
            without limitation, retail department stores, specialty housewares,
            gourmet and kitchen stores and national cable television programs or
            (ii) by any Person outside the United States.  Furthermore, nothing
            in this Agreement shall preclude Kmart from purchasing products of
            the type listed on Exhibit A hereto from any sources other than
            NewTech if such products do not bear or include or are not sold
            under the Trademark, and no payments shall be due to NewTech
            hereunder in respect of such sales.

      2.2   Territorial Limitations.  NewTech covenants and agrees that, during
            the term of this Agreement or until this Agreement is terminated 
            in accordance with the provisions of Article 10 below:

            2.2.1   NewTech shall not, directly or indirectly, sell any Product 
                    to a Discount Department Store in the United States, 
                    subject to Sections 10.4 and 10.5 hereof.

            2.2.2   Except with the prior written consent of NewTech (which 
                    consent may be refused in the sole, absolute and arbitrary 
                    discretion of NewTech), Kmart shall not sell any Product to 
                    any Person outside the United States.  The United States 
                    includes Puerto Rico and Guam.

            2.2.3   The parties acknowledge and agree that the relationship 
                    hereby established between Kmart and NewTech is solely that 
                    of buyer and seller of goods that each is an independent 
                    contractor engaged in the operation of its own respective 
                    business, that neither party shall be considered to be the 
                    agent of the other party for any purpose whatsoever, except 
                    as otherwise expressly indicated in this Agreement, and
                    that, except as otherwise expressly indicated in this
                    Agreement, neither party has any authority to enter into any
                    contract, assume any obligations or make any warranties or
                    representations on behalf of the other party.  Nothing in 
                    this Agreement shall be construed to establish a 
                    partnership or joint venture relationship between NewTech 
                    and Kmart.  Nothing in this Agreement shall be deemed in 
                    any way to constitute a sublicense by NewTech of its rights
                    under the


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<PAGE>   4



                    License Agreement, and the relationship between the parties 
                    hereto shall at all times be as set forth in this paragraph.

3.    REPRESENTATIONS AND WARRANTIES OF NEWTECH

      3.1   NewTech represents and warrants to Kmart as follows:

            3.1.1   Organization, Power and Authority.  It is duly organized 
                    and validly existing under the laws of the State of
                    Florida, has all requisite power and authority to conduct
                    its business as now, and as proposed to be, conducted and
                    to execute, deliver and perform its obligations under this
                    Agreement.  This Agreement has been duly authorized,
                    executed and delivered by NewTech and represents a valid
                    and binding obligation enforceable against NewTech in
                    accordance with its terms.

            3.1.2   No Conflicts; Consents.  Execution and delivery hereof, or 
                    performance by NewTech hereunder, shall not (a) violate
                    or create a default under (i) NewTech's Certificate of
                    Incorporation or by-laws (true and correct copies of which
                    have been delivered to Kmart), (ii) any mortgage,
                    indenture, agreement, note or other instrument to which it
                    is a party or to which its assets are subject including,
                    without limitation, the License Agreement or (iii) any
                    court order or decree or other governmental directive or
                    (b) result in the action of any lien, charge or encumbrance
                    on any material portion of NewTech's assets, except as
                    contemplated hereby.

            3.1.3   Brokers.  No broker, investment banker, financial advisor 
                    or other person is entitled to any broker's, finder's,
                    financial advisor's or other similar fee or commission in
                    connection with the transactions contemplated by this
                    Agreement based upon arrangements made by or on behalf of
                    NewTech.

            3.1.4   Trademark/Compliance with Laws.  It has the contractual 
                    right and authority to use the Trademark for all of the
                    Products as provided in this Agreement and to grant to
                    Kmart all rights which are set forth in this Agreement
                    including but not limited to the "Right" described in
                    Section 2.1 herein, and also, including but not limited to,
                    the right to import all Products into the United States for
                    the full duration of this Agreement; and NewTech shall
                    provide U.S. Customs with sufficient proof and
                    documentation to enable Kmart to do so.  (Notwithstanding
                    the foregoing, NewTech shall have up to ten (10) business
                    days to correct any such U.S. Customs Problems which do not
                    affect Kmart's ability to use the Trademark in connection
                    with the sale of any of the Products pursuant to this
                    Agreement.)  In addition, no other Discount Department
                    Store shall have the right to use the Trademark in
                    connection with the sale of Products or sell Products
                    bearing the Trademark or have any of Kmart's rights
                    hereunder during the Term of this Agreement and any renewal
                    and/or extension hereof.  Furthermore, this Agreement as
                    well as NewTech's performance hereunder shall be in
                    compliance with all applicable laws, rules and regulations
                    other than immaterial violations.  Any claim which Kmart
                    reasonably believes impairs or would impair Kmart's ability
                    to receive the benefits of this Agreement, or any failure
                    under this Agreement and/or under the Salton Agreement with
                    respect to this (or the Salton Agreement's) Section 3.1.4
                    and/or Section 2.1, whether such failure relates to any or
                    all Products, shall entitle Kmart, in addition to all other
                    rights and remedies, without resort to the notice and cure
                    requirements under Section 10.3 herein, to immediately
                    terminate this Agreement and owe nothing

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<PAGE>   5




                    to NewTech except for payment for Products accepted and sold
                    by Kmart through the date of termination.

            3.1.5   Qualifications.  Throughout the Term of this Agreement and 
                    any renewal or extension hereof, NewTech shall comply with 
                    the following requirements:


                    a.   New Vendor Packet Compliance.  NewTech must have 
                         executed and delivered to Kmart all documents required 
                         by Kmart's New Vendor Packet, including, but not 
                         limited to, Kmart's agreement on standard purchase
                         order terms and conditions attached as Exhibit B
                         (collectively, the "Related Documents") and must
                         currently be in full compliance with the same except as
                         required by this Agreement.  NewTech's execution of
                         this Agreement shall constitute NewTech's acceptance of
                         and agreement to the terms and conditions contained in
                         all of the Related Documents to the extent not
                         inconsistent with the terms of this Agreement. 

                    b.   Kmart Corporation Code of Business Conduct.  NewTech
                         must be in full compliance with the Kmart Code of 
                         Business Conduct and all applicable laws, rules and 
                         regulations, including but not limited to child, 
                         forced, and prison labor laws and must not have
                         violated the Code of Business Conduct or  applicable
                         laws during the twelve calendar months preceding the
                         date of execution of this Agreement. 

                    c.   Continuing Business Conduct with Kmart Foreign 
                         Subsidiaries and Operations.  NewTech must not 
                         restrict or curtail in any way its historical business
                         practices and course of dealing with Kmart's foreign
                         subsidiaries and other foreign operations if any
                         existed.
       
                    d.   Industry Performance.  NewTech must at a minimum meet 
                         normal industry standards for performance regarding 
                         timing and completion levels of fill rates without 
                         substitutions. 

                    e.   Electronic Data Interchange.  NewTech must 
                         accommodate and participate in Kmart's electronic data 
                         interchange program. 

4.    REPRESENTATIONS AND WARRANTIES OF KMART 

      4.1   Kmart represents and warrants to NewTech as follows:

            4.1.1   Organization, Power and Authority.  It is duly organized 
                    and validly existing under the laws of the State of
                    Michigan, has all requisite power and authority to conduct 
                    its business as now, and as proposed to be, conducted and to
                    execute, deliver and perform its obligations under this
                    Agreement.  This Agreement has been duly authorized, 
                    executed and delivered by Kmart and represents a valid and 
                    binding obligation enforceable against Kmart in accordance 
                    with its terms.

            4.1.2   No Conflicts; Consents.  Execution and delivery hereof, or 
                    performance by Kmart hereunder, shall not (a) violate or 
                    create a default under (i) Kmart's Certificate of 
                    Incorporation or by-laws (true and correct copies of which
                    have been delivered to NewTech), (ii) any mortgage, 
                    indenture, agreement, note or other instrument to which it 
                    is a party or to which its assets are subject or (iii) any


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                     court order or decree or other governmental directive or 
                     (b) result in the action of any lien, charge or 
                     encumbrance on any material portion of Kmart's assets.

            4.1.3    Brokers.  No broker, investment banker, financial advisor 
                     or other person is entitled to any broker's, finder's, 
                     financial advisor's or other similar fee or commission in 
                     connection with the transactions contemplated by this 
                     Agreement based upon arrangements made by or on behalf of
                     Kmart.

5.   MINIMUM ORDERS; OTHER OBLIGATIONS


     5.3    Retail Sales Price.  Kmart shall have sole discretion in setting 
            the sales price for the sale of the Products to its customers.

6.   DELIVERY

     6.1    Availability of Products.  Products shall be shipped in accordance 
            with the Specific Purchase Orders.  NewTech shall use its 
            reasonable best efforts to make available to Kmart sufficient
            quantities of the Products to satisfy Kmart's Product Orders.

     6.2    Product Forecasts.  To assist NewTech in production scheduling for 
            the manufacture of the Products, Kmart shall provide to NewTech,
            monthly, a six month rolling forecast of its requirements for
            Products.  The first forecast shall be provided by Kmart to NewTech
            within thirty (30) business days of the Execution Date of this
            Agreement (to forecast the requirements for the six months ended
            June 30, 1997 and for the next five succeeding calendar months) and
            thereafter shall be provided to NewTech on or before the 20th day of
            each month (to forecast the requirements for the next six succeeding
            calendar months).  It is understood and agreed that all forecasts
            are estimates only and Kmart shall only be bound to purchase the
            Products pursuant to Specific Purchase Orders issued by it to
            NewTech, subject to the satisfaction of the Minimum Product Order
            commitment set forth in Section 5.1 hereof; and the Fee on any
            shortfall in the Minimum Product Order for any Category and Kmart's
            payment for conforming Products ordered and timely delivered through
            the date of Termination shall be NewTech's sole and exclusive remedy
            hereunder.

     6.3    Shipping Arrangements; Risk of Loss.  The shipping arrangements, 
            insurance and risk of loss relating to Products purchased hereunder 
            shall be specified in each Specific Purchase Order.

7.   MANUFACTURE OF PRODUCTS; PRICE AND PAYMENT TERMS


     7.1.10 Currency Exchange.  Prices charged Kmart and payments made by
            Kmart to NewTech for the Products shall be in U.S. dollars.

            

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8.    RETURNS, ALLOWANCES AND WARRANTIES

      8.1     Terms of Specific Purchase Order to Control.  The terms and
              conditions of this Agreement, including the Purchase Order Forms,
              as well as the terms and conditions set forth in each Specific 
              Purchase Order shall determine the rights and obligations of the 
              parties with respect to returns, allowances and warranties 
              relating to Products ordered thereunder.

9.    DAMAGES, INDEMNIFICATION AND INSURANCE

              Prior to execution of this Agreement, NewTech shall tender to 
              Kmart certificates of insurance evidencing the coverage required
              to be maintained by NewTech hereunder.  The certificates must
              provide that no change or cancellation of insurance shall be made
              without thirty (30) days prior written notice to Kmart.

      9.1     Survival.  The provisions of this Section 9 shall survive the
              termination or expiration of this Agreement.

10.   TERM AND TERMINATION

      10.1    Term.  The Term of this Agreement shall be a period commencing 
              on the Execution Date and terminating on  unless earlier 
              terminated in accordance with this Section 10 of this Agreement.

      10.2    Extension of Terms.

      10.3    Termination by Either Party. The occurrence of one or more of the 
              following events shall constitute a default of the party
              responsible for the occurrence of such event ("Default"):

      10.4    Termination at Option of Kmart.

      10.5    Termination at Option of NewTech.

      10.6    Duties Following Termination.  Upon Termination of this 
              Agreement, neither party shall have any obligation to the other 
              party except as hereinafter set forth in this Section 10.6.
              Notwithstanding the termination or expiration of this Agreement
              pursuant to this Article 10 or any other provision of this
              Agreement, unless otherwise indicated in this Agreement, all
              rights and obligations which were incurred or which matured under
              specific Purchase Orders issued prior to the effective date of
              termination or expiration shall survive termination and be subject
              to enforcement under the terms of this Agreement.  Termination of
              this Agreement shall not affect any duty of Kmart or NewTech under
              Sections 9.1, 11.1, 11.2, 11.3, 12.1, 12.4, 12.6, 12.11, 12.13 or
              12.14 existing prior to the effective date of termination or
              expiration , all of which are intended to survive termination.
              Kmart shall have the right to distribute, sell, market and promote
              all existing inventory of Products ordered pursuant to Specific
              Purchase Orders prior to


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              the termination of this Agreement, and to use all packaging
              materials, labels, tags, signage, advertising and promotional
              materials to effectuate the sale of such Products.

      10.7    Non-interference.  Except for negotiations involving NewTech
              or with a Third Party Manufacturer, , Kmart agrees that, except
              with NewTech, it will not, during the Term of this Agreement or
              any extension or renewal thereof negotiate, obtain information or
              discuss with or enter into any agreement with any person or entity
              covering the licensing, purchase, sale, marketing or distribution
              of the Trademark for any of the Categories of Product purchased by
              Kmart from NewTech.


11.   CONFIDENTIALITY/PRESS RELEASES

      11.1    Confidentiality and Non-Disclosure. NewTech agrees that any
              and all information in any form that is provided to NewTech or any
              of its representatives as part of this Agreement is provided and
              received in confidence, and NewTech, shall at all times preserve
              and protect the confidentiality of such information, and of any
              other proprietary or non-public information of or relating to
              Kmart or any of its related companies of which it or any of its
              representatives becomes aware or acquires during the performance
              of this Agreement (such information is hereinafter referred to as
              "Confidential Information"). NewTech also agrees that it shall
              take all reasonable steps to ensure that such Confidential
              Information will not be disclosed to, or used by any person,
              association or entity except its own employees, and then only to
              the extent necessary to permit it to perform this Agreement.

              Each of NewTech and Kmart agrees to keep the Minimum Product
              Orders, pricing, and Term of this Agreement (including rights of
              extension and termination) strictly confidential, except that each
              of NewTech and Kmart shall be permitted to disclose any and all
              information concerning the transactions contemplated hereby to the
              extent it is legally required to do so, whether under applicable
              securities laws or otherwise,  provided, that NewTech will use its
              reasonable best efforts to file with the Securities and Exchange
              Commission or any other applicable regulator or court a request 
              for confidential treatment of the pricing and other business 
              terms set forth in this Agreement.

              In the course of performance of this Agreement, NewTech may
              disclose certain information to Kmart which NewTech considers
              proprietary and confidential.  In order to be considered as
              proprietary and confidential and, thus, subject to the following
              restrictions, NewTech must comply with both of the following
              requirements prior to disclosure of the information: (i) the
              information must be clearly and conspicuously identified in  
              writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF NEWTECH"; 
              and (ii) NewTech must limit its dissemination of the information 
              to an authorized representative of Kmart (i.e., one listed on 
              attached Exhibit E) with a need to know such information in 
              furtherance of the performance of this Agreement (the "Authorized 
              Recipient") Provided NewTech has complied with (i) and (ii) 
              above, the Authorized Recipient shall maintain the 
              confidentiality of such information to the same extent Kmart
              protects its own proprietary information and shall not disclose it
              to anyone other than Kmart employees, agents and/or consultants
              with a need to know who shall also be subject to this restriction.

              Confidential Information shall not include information that a 
              party can demonstrate by written evidence:



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              (i)     is in the public domain (provided that information in the 
                      public domain has not and does not come into the public 
                      domain as a result of the disclosure by the receiving 
                      party or any of its Affiliates);

              (ii)    is known to the receiving party or any of its Affiliates 
                      prior to the disclosure by the other party; or

              (iii)   becomes available to the party on a non-confidential 
                      basis from a source other than an Affiliate of that 
                      party or the disclosing party.

      11.2    Press Releases. NewTech shall not issue any press releases
              relating to this Agreement or its relationship with Kmart without
              the prior written approval by an authorized representative of 
              either the Corporate Affairs Department or Investor Relations 
              Department at Kmart as to the contents hereof.

      11.3    The press release, confidentiality and non-disclosure obligations 
              contained herein shall survive and continue after termination of 
              this Agreement or any related agreements the parties may execute, 
              and shall bind each of NewTech's and Kmart's legal 
              representatives, successors and assigns.

12.   GENERAL TERMS AND CONDITIONS

      12.1    Dispute Resolution.  All disputes arising out of, or in relation 
              to, this Agreement (other than disputes arising out of any
              claim by a third party in an action commenced against a party) 
              shall be referred for decision forthwith to a senior executive of 
              each party who is not personally involved in the dispute.  If no
              agreement can be reached through this process within thirty (30)
              days of request by one party to the other to nominate a senior
              executive for dispute resolution, then either party shall be
              entitled to pursue any and all available legal remedies.

      12.2    No Assignment.  Other than as specifically set forth in this
              Agreement, this Agreement may not be assigned nor may the
              performance of any duties hereunder be delegated by either party
              without the prior written consent of the other party; provided, 
              that any such attempted assignment shall be void and shall not 
              relieve the assignor from any of its obligations hereunder or  
              under any other document or agreement delivered by such party
              pursuant to, or delivered (or acknowledged to have been delivered)
              contemporaneously with or in connection with the execution of, 
              this Agreement, which shall continue to be binding upon such party
              notwithstanding any such attempted assignment.

      12.3    Notices.  Any notice required or permitted to be given under this 
              Agreement shall be sufficiently given if in writing and delivered 
              by registered or certified mail (return receipt requested), 
              facsimile (with confirmation of transmittal), overnight courier 
              (with confirmation of delivery), or hand delivered to the 
              appropriate party at the address set forth below, or at such other
              address as such party may from time to time specify for that 
              purpose in a notice similarly given:

<TABLE>
              <S>                           <C>
              If to NewTech:                New M-Tech Corporation
                                            16550 N.W. 10th Avenue
                                            Miami, Florida 33169
                                            Attn: Joel Newman
                                            Fax:  (305) 624-8901
</TABLE>


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<TABLE>
             <S>                                          <C>
             with a copy to (other than regularly         Greenberg, Traurig, Hoffman, Lipoff,
             prepared notices, reports, etc.               Rosen & Quentel, P.A.
             required to be delivered hereunder):         1221 Brickell Avenue
                                                          Miami, Florida 33131
                                                          Attn: Cesar L. Alvarez
                                                          Fax: (305) 579-0717

             If to Kmart:                                 Kmart Corporation
                                                          3100 W. Big Beaver Road
                                                          Troy, Michigan 48084
                                                          Attn: Divisional Vice President
                                                          Home Electronics/Home Appliances
                                                          Fax:  (810) 643-1054

             with a copy to (other than regularly         Kmart Corporation
             prepared notices, reports, etc.              Legal Department
             required to be delivered hereunder):         3100 W. Big Beaver Road
                                                          Troy, Michigan 48084
                                                          Attn: General Counsel
</TABLE>
  
             Any such notice shall be effective (i) if sent by mail, as
             aforesaid, three (3) business days after mailing, (ii) if sent by
             facsimile, as aforesaid, when sent, and (iii) if sent by courier or
             hand delivered, as aforesaid, when received.  Provided, that if any
             such notice shall have been sent by mail and if on the date of
             mailing thereof or during the period prior to the expiry of the
             third business day following the date of mailing there shall be a
             general postal disruption (whether as a result of rotating strikes
             or otherwise) in the United States, then such notice shall not
             become effective until the third business day following the date of
             resumption of normal mail service.

      12.4   Governing Law and Consent to Jurisdiction. THIS AGREEMENT SHALL BE 
             DEEMED TO HAVE BEEN EXECUTED AND DELIVERED IN TROY, MICHIGAN, AND 
             SHALL BE CONSTRUED, INTERPRETED AND ENFORCED UNDER AND IN 
             ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF MICHIGAN.  
             NEWTECH AGREES TO EXERCISE ANY RIGHT OR REMEDY IN CONNECTION WITH
             THIS AGREEMENT EXCLUSIVELY IN, AND HEREBY SUBMITS TO THE
             JURISDICTION OF, THE STATE OF MICHIGAN COURTS OF OAKLAND COUNTY,
             MICHIGAN OR THE UNITED STATES DISTRICT COURT IN DETROIT, MICHIGAN.

      12.5   Binding Agreement.  This Agreement shall be binding upon the 
             parties hereto, and their respective successors and permitted
             assigns, whether by operation of law or otherwise.

      12.6   Entire Agreement.  This Agreement and all other documents and
             instruments specifically incorporated by reference herein contain
             the entire agreement and understanding of the parties with respect
             to the subject matter hereof and thereof and supersedes all
             negotiations, prior discussions and agreements relating to the
             subject of this Agreement. Any terms or conditions in any forms of
             NewTech used in the performance of this Agreement which are in
             conflict with or in addition to the terms and conditions of this
             Agreement shall be void. This Agreement may not be amended or
             modified except by a written instrument signed by all of the 
             parties hereto.

      12.7   Headings.  The headings to the various articles and paragraphs of 
             this Agreement have been inserted for convenience only and shall 
             not affect the meaning of the language contained in this Agreement.



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      12.8   Waiver.  The waiver by any party of any breach by another party of 
             any term or condition of this Agreement shall not constitute a 
             waiver of any subsequent breach or nullify the effectiveness of 
             that term or condition.

      12.9   Counterparts.  This Agreement may be executed in identical
             duplicate copies exchanged by facsimile transmission.  The parties
             agree to execute two identical original copies of the Agreement
             after exchanging signed facsimile versions.  Each identical
             counterpart shall be deemed an original, but all of which together
             shall constitute one and the same instrument.

      12.10  Severability of Provisions.  If, for any reason whatsoever,
             any term, covenant or condition of this Agreement or the 
             application thereof to any party or circumstance is to any extent 
             held or rendered invalid, unenforceable or illegal, then such 
             term, covenant or condition:

             (i)    is deemed to be independent of the remainder of such 
                    document and to be severable and divisible therefrom and
                    its validity, unenforceability or illegality does not 
                    affect, impair or invalidate the remainder of such 
                    document or any part thereof; and

             (ii)   continue to be applicable and enforceable to the fullest 
                    extent permitted by law against any party and circumstances 
                    other than those as to which it has been held or rendered 
                    invalid, unenforceable or illegal.

      12.11  Limitation on Damages.  Except with respect to NewTech's liability 
             under Section 9 of this Agreement, neither party shall be liable 
             to the other party for incidental, consequential, punitive or
             exemplary damages arising in connection with this Agreement or the
             performance, omission of performance or termination hereof, even if
             said party has been advised of the possibility of such damages and
             without regard to the nature of the claim or the underlying theory
             or cause of action (whether in contract, tort or otherwise).  In
             addition, in no event shall Kmart be liable for direct or any other
             damages in excess of the amount to which NewTech is entitled to
             under Section 5 herein for Minimum Product Orders which have not
             been placed as of the effective date of the Default or Termination
             plus payment due for Products accepted by Kmart as of such date,
             nor shall Kmart's aggregate liability under this Agreement exceed
             such amount.

      12.12  Force Majeure.  Time is of the essence in the performance of all 
             parts of this Agreement; provided, however, performance by
             either party shall be excused during the period in which such
             performance is made reasonably impossible because of a strike, act
             of God or change in laws ("Force Majeure").  NewTech, however,
             shall use reasonable diligence to procure substitute performance. 
             If the period during  which performance is excused due to Force
             Majeure exceeds ten (10) days, then either party may terminate its
             obligations under any Specific Purchase Orders without liability,
             and such cancelled Order(s) shall continue to count towards
             fulfillment of the commitments set forth in Section 5 herein.  If
             the period of Force Majeure excusing NewTech's performance exceeds
             120 days and such non-performance relates to more than 20% of the
             Minimum Product Orders during any Period, then Kmart may terminate
             this entire Agreement without further obligation to NewTech.  Upon
             any such termination, nothing shall be due from Kmart beyond
             payment for Products accepted by Kmart as of the effective date of
             termination.

      12.13  Kmart Marks.  NewTech acknowledges Kmart Properties Inc.'s ("KPI") 
             exclusive right, title and interest in and to all trademarks, 
             trade names, service marks, logos, assignees, program and event 
             names, identifications and other proprietary rights and privileges


                                       10
<PAGE>   12




             which it licenses to Kmart with the right to sublicense (the "Kmart
             Marks").  This Agreement and its various provisions are not a
             license or assignment of any right, title or interest in the Kmart
             Marks by KPI or Kmart to NewTech.  NewTech shall not in any manner
             represent that it has any ownership in the Kmart Marks and shall
             not do or cause to be done anything impairing Kmart's exclusive
             license in the Kmart Marks.  NewTech shall not use, print or
             duplicate the Kmart Marks except and only if NewTech has obtained
             prior approval as provided herein.  NewTech's use of the Kmart
             Marks is limited to the Term of this Agreement; upon termination
             hereof, NewTech shall immediately cease all use of the Kmart Marks.
             NewTech shall not assign or attempt to assign any rights with
             regard to the Kmart Marks which arise hereunder; any such attempted
             assignment shall be void.

      12.14  White Westinghouse Marks.  Kmart acknowledges WCI's exclusive 
             right, title and interest in and to the Trademarks.  This
             Agreement and its various provisions are not a license or
             assignment of any right, title or interest in the Trademark or the
             License Agreement by NewTech or WCI to Kmart.  Kmart shall not do
             or cause to be done anything impairing NewTech's exclusive license
             in the Trademark. Kmart's use of the Trademark is limited to the
             terms and conditions contained in this Agreement; upon termination
             hereof, Kmart shall immediately cease all use of the Trademark
             other than in connection with the sale, advertising or
             merchandising of Product inventory and order commitments (if any)
             existing at the time of such termination.  Kmart shall not assign
             or attempt to assign any rights with regard to the Trademark which
             arise hereunder; any such attempted assignment shall be void.

      12.15  No Third Party Beneficiaries.  The parties hereto expressly
             agree that there shall be no third party beneficiaries to this
             Agreement.

      IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the Execution Date.



NEW M-TECH CORPORATION                   KMART CORPORATION


By:                                      By:
   -------------------------------------    ------------------------------------
(Signature)                              (Signature)
Name:                                    Name: 
     -----------------------------------      ----------------------------------
Title:                                   Title:
      ----------------------------------       ---------------------------------



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<PAGE>   13





                                                                       EXHIBIT A

                            DESCRIPTION OF PRODUCTS



Audio:

Video:

Telephones

Telephone answering machines

Telephone accessories













<PAGE>   14












                                  SCHEDULE 1.2

                           DISCOUNT DEPARTMENT STORES










<PAGE>   15












                                   EXHIBIT E

                      AUTHORIZED REPRESENTATIVES OF KMART

























