EXHIBIT 10.7


April 14, 2000


Gregory T. George, President
Wasatch Education Systems Corporation
c/o Technology Funding, Inc.
2000 Alameda de las Pulgas
San Mateo, CA 94403

     Re:  Amendment to Asset Purchase and Software License Agreement
          ----------------------------------------------------------

Dear Greg:

     Reference is made to our recent  discussions  relating to the  amendment to
the Asset Purchase and Software License  Agreement (the "License  Agreement") by
and  between  Wasatch   Education  System   Corporation   ("WESC")  and  Wasatch
Interactive Learning Corporation ("WILC") dated as of February 7, 1997 and other
ancillary   documents   entered   into  between  the  parties   (together,   the
"Agreements"). Based upon our discussions and other conditions set forth herein,
we hereby  confirm our  agreement to amend  certain  sections of the  Agreements
immediately  upon the execution of this Letter  Agreement with all other changes
to be embodied in a formal amendment to the License Agreement.

1.  Effective as of March 1, 2000 and upon  execution of this Letter  Agreement,
all royalty  obligations  of WILC set forth in Section 3.  "Royalty  Payments to
Licensor" of the  Education  Market  License  ("EML")  shall be  discharged.  In
substitution thereof, WILC agrees to pay WESC and WESC hereby agrees to accept a
royalty equal to two and one-half  (2.5%) percent of Net Revenues (as defined in
the EML)  derived  from  Licensed  Programs  (as  defined),  and  from  Licensee
Derivative  Works.  The 2.5%  royalty  shall be  earned  and  accrued  beginning
immediately, and paid on a quarterly basis hereafter commencing with the quarter
ending December 31, 2000.

2. Upon the  execution  of a formal  amendment  to the  License  Agreement  (the
"Amendment"), WILC's license to the Licensed Programs shall be fully paid up and
perpetually exclusive in all markets.

3. Upon the execution of the Amendment, all royalties previously paid by WILC to
WESC under the EML and for which WILC had a credit against future obligations of
WILC shall be forgiven by WILC.

4.  Except as  provided  hereinabove,  the  License  Agreement,  the EML and any
ancillary   documents  remain  unchanged  and  in  full  force  and  effect.  In
particular,  WILC shall continue to own all Licensee Derivative Work and changes
made  to  Licensed   Programs  and  no  royalties  are  owed  for  any  products
independently  developed  and  owned  by WILC  without  use of or  reference  to
Licensed Programs.

<PAGE>


Gregory T. George
April 14, 2000
Page 2


5. We continue to explore and negotiate the  mechanism for  eliminating  royalty
payments completely or otherwise.

6. The parties will use their best  efforts to execute the  Amendment as soon as
possible.  Therefore,  following  the  execution  of this Letter  Agreement  the
parties shall advise their respective attorneys,  accountants and other advisors
that  they  want to  expeditiously  take  all  steps  necessary  to  effect  the
Amendment.

7. It is expected  that the Amendment  shall  contain all  customary  covenants,
conditions,  representations and warranties  reciprocal to both parties and such
other matters as the parties may agree upon.

8. It is  understood  that (a) this  letter  is  intended  to be,  and  shall be
construed only as, a non-binding  Letter  Agreement  summarizing the discussions
between WESC and WILC to the date hereof,  and (b) no liability or obligation of
any nature  whatsoever is intended to be created between the parties,  except as
set forth in Section 1 above,  and the respective  rights and obligations of the
parties hereto remain to be defined in the definitive Amendment, into which this
Letter  Agreement  and all prior  discussions  shall  merge  upon the  execution
thereof

     If the  foregoing  conforms  to your  understanding,  and  meets  with your
approval,  please sign,  date and return to us the enclosed copy of this letter,
whereupon this letter shall constitute a Letter of Agreement between the parties
in accordance with the terms and provisions set forth above.


                                                  Very truly yours,

                                                  WASATCH INTERACTIVE LEARNING
                                                  CORPORATION


                                                  By: /s/ Barbara Morris
                                                      --------------------------
                                                      Barbara Morris, President

ACCEPTED AND AGREED TO:

WASATCH EDUCATION SYSTEMS
CORPORATION


By: /s/ Gregory T. George
    ----------------------------
    Gregory T. George, President