Exhibit 10.6


                            EDUCATION MARKET LICENSE

     THIS  EDUCATION  MARKET  LICENSE  (the  "License")  is entered  into by and
between  WASATCH  EDUCATION  SYSTEMS   CORPORATION,   a  Utah  corporation  (the
"Licensor"),  and WASATCH INTERACTIVE LEARNING  CORPORATION,  a Utah corporation
(the  "Licensee")  effective  as of February 7, 1997,  pursuant to that  certain
Asset Purchase and Software License Agreement, dated as of February 7, 1997 (the
"Asset Purchase Agreement"), by and between the Licensor and the Licensee.

                                    RECITALS:

     A. Licensor has previously developed or acquired rights in certain Licensed
Programs (defined below).

     B. Pursuant to the Asset Purchase Agreement, Licensor has agreed to sell to
Licensee  certain  assets  relating  to its  business  in the  Education  Market
(defined below) and to license to Licensee the Licensed  Programs for Licensee's
own  internal  use and  development,  together  with the right to market,  sell,
distribute and sublicense the Licensed Programs in various markets.

                                   AGREEMENT:

     NOW,  THEREFORE,  for TEN  DOLLARS  ($10.00)  and other  good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     1. Definitions.  As used in this License the following terms shall have the
meanings indicated:

     Education Market shall mean the following  markets for standalone  products
(program resides and runs on one workstation only),  networked products (program
runs on more  than one  workstation  concurrently,  with  multiple  workstations
connected to a common  server),  and products  delivered via the  Internet:  (i)
preschool  education  institutions,  facilities,  and programs,  both public and
private; (ii) K-12 education institutions, facilities, and programs, both public
and private; (iii) juvenile and adult basic education institutions,  facilities,
and  programs,  both  public  and  private;  (iv)  correctional  facilities  and
corporate sites; (v) post-secondary  educational institutions,  facilities,  and
programs,  including vocational schools and community colleges; (vi) individuals
or parents of minor  students,  provided the sales are made through  educational
institutions,  facilities,  or programs (as opposed to retail sales);  and (vii)
organizations directly affiliated with the above education institutions, such as
PTAs.


Education Market License
Exhibit D to Asset Purchase Agreement
Page 1 of 10

<PAGE>


     Home Market  shall mean end users who are not in the  Education  Market and
who purchase  products  through channels other than the Education  Market.  Such
other channels shall include direct Internet  channels,  retail or off-the-shelf
channels, and direct sales channels, including, without limitation, mail order.

     Internet shall mean distribution or delivery over a wide area network using
electronic  data  communications  technology  as  presently  implemented  in the
Internet or as hereafter designed for use in conjunction with telephone,  cable,
wireless, or other types of data transmission systems.

     Licensed Programs shall mean the computer programs,  multimedia  materials,
and print  materials for all products and services  heretofore sold and provided
by Licensor to the Education  Market,  including but not limited to the software
and courseware  titles listed or described as Licensed  Programs on Schedule 1.0
attached  hereto,  together with all lesson  content,  graphics and sound files,
management systems, interfaces, authoring tools, templates, development engines,
utilities,  development  and  resting  tools,  and related  technologies,  trade
secrets,  know-how,  inventions,  copyrights,  and intellectual properties.  For
purposes of this License,  Licensed  Programs  shall not include the Third Party
Courseware.

     Net Revenues shall mean gross monies actually received by Licensee from the
distribution  or sublicensing  of the Licensed  Programs or Licensee  Derivative
Works, less the following: sales, use, and excise taxes, tariff duties, packing,
insurance,  shipping,  and similar charges separately invoiced and reimbursed by
customers,  reasonable  amounts of credits or refunds for returns,  and credits,
discounts, rebates, and promotional allowances. "Net Revenues" shall not include
monies received by Licensee for  installation  services,  consulting or training
services, maintenance and upgrade services and support purchased separately from
the initial sublicense, sales or leases of hardware or peripheral devices, sales
or  licenses of Third  Party  Courseware  (as to which  Licensee  makes  payment
directly to the original licensor thereof),  sales of print materials other than
Licensed Programs,  or sales,  licenses,  or sublicenses of software products or
works  other than the  Licensed  Programs or  Licensee  Derivative  Works of the
Licensed Programs.

     Licensee  Derivative  Works  shall mean any  software  programs  offered by
Licensee an integral part of which includes  substantial  code or  instructional
content of the Licensed Programs or Third Party Courseware, as the case may be.

     Licensor  Derivative  Works  shall mew any  software  programs  offered  by
Licensor an integral part of which includes  substantial  code or  instructional
content of the Licensed Programs or Third Party Courseware, as the case may be.

     Third  Party  Courseware  shall  mean the  proprietary  computer  programs,
utilities,  and tools,  and related  documentation,  owned by third  parties and
licensed to Licensor for


Education Market License
Exhibit D to Asset Purchase Agreement
Page 2 of 10

<PAGE>


commercial  distribution into the Education Market as part of Licensor's product
offering,  subject to royalty  payments to the third  parties,  including  those
programs identified as Third Party Courseware on Schedule 1.0.

     Sell or sale,  when used in the context of Licensed  Programs,  Third Party
Courseware, Licensor Derivative Works, and Licensee Derivative Works, means sale
of a non-exclusive sublicense to an end user to use the same in object code.

     2. Grant of Licenses.  Licensor  hereby grants to Licensee,  subject to the
royalty  obligations  set forth in Section 3 below,  the following  licenses and
distribution  rights  with  respect to the  Licensed  Programs  and Third  Party
Courseware:

     (a) A non-exclusive,  perpetual, fully paid-up, worldwide right and license
to use,  copy or  otherwise  reproduce,  display,  modify,  correct  defects  or
deficiencies in, and to prepare  Licensee  Derivative Works based on, all or any
portion of the  Licensed  Programs  (specifically  including  any and all lesson
content).

     (b) A perpetual,  worldwide right and license to market,  distribute,  sell
and  sublicense  the  Licensed  Programs and  Licensee  Derivative  Works of the
Licensed Programs in the Education Market, directly or through sub-distributors,
dealers, Independent Marketing Representatives ("IMRs"), or other third parties.
The  foregoing  license  shall be  exclusive  during the  Exclusivity  Period as
defined in Section 4 below.

     (c) Commencing upon expiration of the Exclusivity  Period, a non-exclusive,
perpetual,   worldwide  right  and  license  to  market,  distribute,  sell  and
sublicense the Licensed  Programs and Licensee  Derivative Works of the Licensed
Programs in the Home Market.

     (d) A non-exclusive perpetual,  worldwide right and sublicense to use, copy
or otherwise reproduce, display, modify, correct defects or deficiencies in, and
to prepare  Licensee  Derivative Works based on, all or any portion of the Third
Party  Courseware,  subject to the provisions and royalties,  if any, due to the
original licensors of the Third Party Courseware.

     (e) A perpetual, worldwide right and sublicense to market, distribute, sell
and sublicense the Third Party  Courseware and Licensee  Derivative Works of the
Third  Party   Courseware   in  the  Education   Market,   directly  or  through
sub-distributors,  dealers,  IMRs,  or  other  third  parties,  subject  to  the
provisions  and  royalties,  if any, due to the original  licensors of the Third
Party   Courseware.   The  foregoing  license  shall  be  exclusive  during  the
Exclusivity Period.

     (f) Commencing upon expiration of the Exclusivity  Period, a non-exclusive,
perpetual,  worldwide  right and  sublicense  to  market,  distribute,  sell and
sublicense the Third


Education Market License
Exhibit D to Asset Purchase Agreement
Page 3 of 10

<PAGE>


Party Courseware and Licensee  Derivative Works of the Third Party Courseware in
the Home Market, directly or through  sub-distributors,  dealers, IMRs, or other
third  parties,  subject to the  provisions  and  royalties,  if any, due to the
original licensors of the Third Party Courseware.

     (g) A non-exclusive,  perpetual,  worldwide right and sublicense to market,
distribute,   sell  and  sublicense  the  Licensed  Programs,  the  Third  Parry
Courseware,  and Licensee  Derivative  Works of the  Licensed  Programs or Third
Party Courseware,  in the Internet Market, directly or through sub-distributors,
dealers, IMRs, or other third parties,  subject to the provisions and royalties,
if any, due to the  original  licensors  of the Third Party  Courseware  and the
royalty provisions of Section 3 below.

All licenses of Licensed  Programs and Third Party  Courseware  from Licensor to
Licensee  shall include source code and object code,  but all  sublicenses  from
Licensee shall be object code only.

     3. Royalty Payments to Licensor.  Licensee shall pay to Licensor  royalties
based  upon  Net  Revenues  collected  by  Licensee  from the  distribution  and
licensing of the Licensed  Programs  and Licensee  Derivative  Works of Licensed
Programs  during the five (5) year period (the "Royalty  Period")  commencing on
the  Closing  Date (each of the five (5) years  during  this  Royalty  Period is
sometimes referred to as a "License Year.") The royalties shall be calculated as
follows:

     (a) On  Net  Revenues  derived  from  licenses  of  the  Licensed  Programs
(existing code and educational content),  the royalty shall be ten percent (10%)
of said Net Revenues.

     (b) On Net Revenues from Licensee  Derivative Works which are modifications
or enhancements of the Licensed  Programs (code and content),  the royalty shall
be five percent  (5%) of said Net Revenues  until  aggregate  royalties  paid to
Licensor on said Net Revenues are equal to the fully burdened cost of developing
such  Licensee  Derivative  Works;  thereafter  the royalty shall be ten percent
(10%) of said Net Revenues.

     (c) On Net Revenues from Licensee  Derivative Works which are all new code,
but which are based  substantially upon the educational  content of the Licensed
Programs,  the  royalty  shall be two and  one-half  percent  (2.5%) of said Net
Revenues  until  aggregate  royalties  paid to Licensor on said Net Revenues are
equal to the fully burdened costs of developing such Licensee  Derivative Works;
thereafter the royalty shall be five percent (5%) of said Net Revenues.

Royalties  owed  under  this  Section 3 for each  License  Year shall be due and
payable  within forty five (45) days after each of the 1st,  2nd,  3rd, 4th, and
5th anniversaries of the Closing Date (the "Payment Dates").  From and after the
5th anniversary of the Closing Date, the above


Education Market License
Exhibit D to Asset Purchase Agreement
Page 4 of 10

<PAGE>


licenses with respect to Licensed  Programs and Licensee  Derivative works shall
be royalty-free. The above licenses with respect to Third Party Courseware shall
continue in accordance with the respective terms of the third party license.

     4. Exclusivity Period and Minimum Royalties. The "Exclusivity Period" shall
be a period of one (1) year from the Closing Date; provided,  however,  that the
Exclusivity  Period may be extended  upon payment of certain  minimum  royalties
("Minimum  Royalties")  by  Licensee  to  Licensor  on or before the  applicable
Payment Date (as defined in Section 3 above) as follows:

Minimum Royalty           Payment Dates                 New Exclusivity Period
------------------------------------------------------------------------------
$ 500,000                 1st License Year              Two (2) License Years
$ 500,000                 2nd License Year              Three (3) License Years
$ 500,000                 3rd License Year              Four (4) License Years
$ 500,000                 4th License Year              Five (5) License Years

Minimum  Royalties paid under this Section 4 shall be credited against royalties
due under Section 3 above for Net Revenues,  and royalties  paid under Section 3
above  for Net  Revenues  shall  be  applied  to  satisfy  the  Minimum  Royalty
obligations.  In the  event  the  royalties  due  under  Section 3 above for any
License Year are less than the Minimum  Royalty paid for that License  Year,  an
amount equal to the Minimum Royalty paid for that License Year, minus the actual
royalties payable for that License Year under Section 3 above, shall be credited
against  royalties  due under  Section 3 above for Net  Revenues  in  subsequent
License  Years.  In the  event  royalties  paid  under  Section  3 above for Net
Revenues in any License  Year  exceed the Minimum  Royalty due for that  License
Year, an amount equal to the Section 3 royalties actually paid minus the Minimum
Royalty shall be credited against Minimum  Royalties next falling due under this
Section 4 for subsequent License Years.

     5. Education Market Exclusivity.  During the Exclusivity  Period,  Licensee
shall have  exclusive  rights to exploit  the  Licensed  Programs,  Third  Party
Courseware  (as  to  which  exclusivity  will  apply  as  between  Licensor  and
Licensee--or  parties acting on behalf of Licensor--and  not with respect to any
other third parties),  and Licensee Derivative Works,  directly or through third
parties,  in the Education  Market,  including  the  exclusive  right to market,
distribute,  sell, and sublicense the Licensed Programs,  Third Party Courseware
and Licensee Derivative Works to individual  end-users through the institutional
channels  defined  in the  Education  Market.  During  the  Exclusivity  Period,
Licensor  covenants  that it shall not market,  distribute,  sell, or sublicense
Licensed  Programs,  Third  Party  Courseware,  or  Licensor  Derivative  Works,
directly or through third parties, to the Education Market (nor will


Education Marker License
Exhibit D to Asset Purchase Agreement
Page 5 of 10

<PAGE>


Licensor  license  development  engines  or  tools to  third  parties  to use in
developing  products for the  Education  market).  The  foregoing  covenants and
restrictions  do not apply to new products or new services  (i.e,  which are not
Licensed Programs,  Third Party Courseware or Licensor Derivative Works) offered
by  Licensor.  The  foregoing  covenants  and  restrictions  will  apply  to all
successors  and  assigns of  Licensor,  and to all third  parties  claiming  by,
through or under  Licensor.  Inadvertent  or  incidental  sales of the  Licensed
Programs,  Third Party  Courseware or Licensor  Derivative Works to end users of
the Education  Market will not be considered a material  breach of the foregoing
covenant and  agreement so long as the sales occur through an Internet or retail
distribution  channel and result from general  marketing  activities or catalogs
that are not  substantially  directed or targeted at  educators  or  educational
institutions in the Education Market.

     6.  Exclusive Use of Product  Names.  To the fullest extent allowed by law,
Licensor  hereby grants to Licensee an exclusive,  perpetual,  worldwide,  fully
paid-up  license to use all tradenames and logos embodied in or associated  with
the Licensed  Programs and Third Party  Courseware (the "Licensed  Tradenames"),
which  Licensed  Tradenames  are listed on  Schedule  7.5  attached to the Asset
Purchase  Agreement.  To the extent Licensor does not have the right or power to
grant an "exclusive"  license for Licensed Tradenames of Third Party Courseware,
the foregoing  license shall be exclusive as between  Licensor and Licensee.  In
any event,  Licensor shall not use in any product name, or grant any licenses to
any third party to use, the Licensed Tradenames.  Licensor shall develop and use
new names for Licensed Products, Third Party Courseware, and Licensor Derivative
Works  distributed into the Home Market;  provided,  that (a) Licensor shall not
use a new product  name that  combines an existing  product name (or one that is
confusingly  similar to an existing product name) with some special  designation
such as "Home  Edition" or "Family  Edition" or  "Personal  Edition" or "New and
Improved";  (b) Licensor  shall not use "Wasatch" or "Wasatch  Education" in its
new product name. In all events, Licensor may continue to use "Wasatch Education
Systems  Corporation" as its corporate name,  including the following variations
thereof:  "Wasatch",   "Wasatch  Education",  and  "Wasatch  Education  Systems"
(collectively,  the "Corporate  Name"),  display the Corporate Name (but not the
"Wasatch" logo) prominently,  and refer to the Corporate Name as the development
origin  of the  products  it offers in the Home  Market.  In the event  Licensor
introduces a  "networked  product"  for the Home Market  during the  Exclusivity
Period,  Licensor  shall (a) provide  Licensee at least 3 months'  prior written
notice of the anticipated release date; and (b) label the "networked product" as
follows: "Not Intended for School Use".

     7. Reservation of Rights. Notwithstanding  the foregoing grants of licenses
and sublicenses to Licensee, Licensor reserves all rights not explicitly granted
herein,  including (a) the perpetual,  worldwide right to use, copy or otherwise
reproduce,  display,  modify,  correct defects or  deficiencies  in, prepare and
distribute Licensor Derivative Works based upon, and market,  distribute,  sell,
and  sublicense  the  Licensed  Programs,  Third Party  Courseware  and Licensor
Derivative  Works,  in the Home  Market,  directly or through  sub-distributors,
dealers,


Education Market License
Exhibit D to Asset Purchase Agreement
Page 6 of 10

<PAGE>


IMRs, or other third parties,  subject to the provisions and royalties,  if any,
due to the  original  licensors  of the  Third  Party  Courseware,  and (b) upon
expiration of the  Exclusivity  Period,  the  nonexclusive,  worldwide  right to
market,  distribute,  sell, and sublicense  the Licensed  Programs,  Third Party
Courseware and Licensor  Derivative Works, in the Education Market,  directly or
through sub-distributors, dealers, IMRs, or other third parties.

     8.  Covenant of Home  Market  Exclusivity.  During the  Royalty  Period (as
defined in Section 3 above), Licensor shall have exclusive rights to exploit the
Licensed  Programs,  Third Party  Courseware,  and  Licensor  Derivative  Works,
directly  or through  third  parties,  in the Home  Market.  During the  Royalty
Period,  Licensee  covenants  that it will  not  market,  distribute,  sell,  or
sublicense  Licensed Programs,  Third Party Courseware,  or Licensee  Derivative
Works,  directly or through  third  parties,  to the Home Market.  The foregoing
covenants and  restrictions  do not apply to new products or new services  (i.e,
not Licensee Derivative Works) offered by Licensee.  The foregoing covenants and
restrictions  will apply to all successors  and assigns of Licensee,  and to all
third parties claiming by, through or under Licensee.  Inadvertent or incidental
sales of the Licensed  Programs,  Third Party Courseware or Licensee  Derivative
Works to end users of the Home Market will not be  considered a material  breach
of the  foregoing  covenant  and  agreement  so long as the sales occur  through
Education Market distribution channels.

     9. Ownership of Derivative Works.  Except for the royalty  obligations owed
by Licensee to Licensor  on  Licensee  Derivative  Works under  Section 3 above,
neither Licensor nor Licensee shall acquire any intellectual  property rights or
licenses in the Derivative Works of the other.

     10.  Limited  Warranty.  Licensor  warrants  and  represents,  to the  best
knowledge of  Licensor,  that it is the sole and  exclusive  owner of all patent
rights, copyrights, trade secrets, and other propriety rights of any kind, in or
relating to the Licensed  Programs,  excepting the Third Party  Courseware as to
which  Licensor  warrants  that it has valid  licenses to use,  distribute,  and
sublicense to Licensee hereunder,  and that the Licensed Programs (excepting the
Third Party Courseware),  to the best of Licensor's  knowledge,  do not infringe
any patent,  copyright,  trade secret,  or other  proprietary right of any third
party.  Licensor  further  warrants and  represents  that it has not  previously
granted any rights in the  Licensed  Programs  which are  inconsistent  with the
rights  granted to Licensee  herein;  and, to the best of Licensor's  knowledge,
that  Licensor  has full power to enter into this  License  and grant the rights
herein  granted to Licensee.  The covenants and  agreements set forth in Section
9.1 of the Asset Purchase  Agreement  shall apply as necessary or appropriate to
give effect to the provisions of this License. Licensor shall indemnify and hold
Licensee  harmless  from all  damages  (including  costs  and  attorneys'  fees)
resulting from any breach of the foregoing warranties.  The foregoing warranties
of Licensor shall apply only to the Licensed Programs as originally delivered to
Licensee hereunder.


Education Market License
Exhibit D to Asset Purchase Agreement
Page 7 of 10

<PAGE>


     11. No  Support  Obligation.  Licensee  acknowledges  and  agrees  that the
Licensed  Programs are being  licensed "AS IS" with respect to their  usefulness
and  functionality,  and that  Licensor  shall have no  obligation to support or
maintain the Licensed Programs.  IN NO EVENT SHALL LICENSOR BE LIABLE, UNDER ANY
LEGAL THEORY,  FOR  INDIRECT,  INCIDENTAL,  SPECIAL,  OR  CONSEQUENTIAL  DAMAGES
(INCLUDING,  BUT NOT LIMITED TO, LOSS OF PROFITS,  SAVINGS,  OR DATA)  RESULTING
FROM THE USE OR INABILITY TO USE THE LICENSED PROGRAMS,  WHETHER OR NOT LICENSOR
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     12. Record  Keeping;  Payment;  and Audit Rights.  Licensee  shall maintain
accurate  accounting and licensing records in accordance with generally accepted
accounting  practices.  Licensor has the right to audit (at Licensor's  cost and
expense)  the records of Licensee not more than twice each year and for a period
of one year following  termination of this License.  If any  discrepancy of more
than 10% is verified in any audit,  Licensee shall  reimburse  Licensor the full
cost  and  expense  of  the  audit,  in  addition  to  any  amounts   previously
underreported.

     13.  Entire  License;  Amendments.  This License is delivered in connection
with the Asset  Purchase  Agreement  between the parties,  which  supersedes and
replaces  any and  all  prior  agreements,  conversations,  understandings,  and
writings.  It is binding upon the parties and their  respective  successors  and
assigns.  This License can only be amended by specific written  amendment signed
by both parties.

     14. Governing Law; Notices.  This License shall be governed and interpreted
in accordance  with the laws of the State of Utah.  Any notice or  communication
required or permitted by this License shall be in writing and shall be delivered
as follows:  (i) by  personal  delivery to the party to whom the notice is to be
given,  (ii) by  overnight  delivery  service,  (iii) by prepaid  registered  or
certified  mail,  return  receipt  requested,  or (iv) by facsimile.  Except for
notice of a party's change of address, which shall be effective only upon actual
receipt,  a  notice  or  communication  shall  be  effective  (a) in the case of
personal service, upon receipt by the party, (b) by overnight delivery,  one (1)
day after  placing  the  notice  of  communication  in the care of the  delivery
service as confirmed by the receipt provided by such service,  (c) by registered
or certified mail, five (5) days after mailing,  as confirmed by the date on the
receipt provided by the postal service, and (d) by facsimile transmission,  upon
transmission  as confirmed by telephone  that such notice or  communication  has
been received in legible form. All notices or other communications shall be sent
to the  recipient at the address  listed  below (or such other  address that the
receiving party may have provided for the purpose of receiving notices and other
communications iii accordance with this Section 14):

                  [remainder of page intentionally left blank]


Education Market License
Exhibit D to Asset Purchase Agreement
Page 8 of 10

<PAGE>


     If to Licensor:

          Wasatch Education Systems Corporation
          c/o Technology Funding, Inc.
          2000 Alameda de las Pulgas
          San Mateo, CA 94403
          Attention:  Greg George

          Fax:  (415) 341-1400

     with copy to:

          Carolyn Poe
          c/o Technology Funding, Inc.
          2000 Alameda de las Pulgas
          San Mateo, CA 94403

          Jeff Keimer
          Unison Capital Group
          702 Marshall Street, Suite 401
          Redwood City, CA 94063

     If to Licensee:

          Wasatch Interactive Learning Corporation
          5250 South 300 West, Suite 101
          Salt Lake City, UT 84107
          Attention:  Ralph Brown

          Fax:  (801) 269-1509

     with copy to:

          Neal B. Christensen, P.C.
          20853 S. E. 123rd Street
          Issaquah, WA 98027

          Fax:  (206) 235-9170


Education Market License
Exhibit D to Asset Purchase Agreement
Page 9 of 10

<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto  have  caused this  License to be
executed by their  respective  officers  thereunto  duly  authorized on the date
first written above.


     LICENSOR:                               LICENSEE:

     WASATCH EDUCATION SYSTEMS               WASATCH INTERACTIVE
     CORPORATION, a Utah corporation         LEARNING CORPORATION, a Utah
                                             corporation


By   /s/  Gregory T. George                  By   /s/  Barbara Morris
     ---------------------------                  ---------------------------
     Gregory T. George, Director                  Barbara Morris, President

     Date Signed: February 7, 1997           Date Signed: February 7, 1997


Education Market License
Exhibit D to Asset Purchase Agreement
Page 10 of 10