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                                                                   EXHIBIT 10.15

                               RESELLER AGREEMENT

       This RESELLER AGREEMENT (this "AGREEMENT") made as of this 10th day of
February, 2000 by and between Training Media Operating LLC, a Delaware limited
liability company, having a principal place of business at 500 Canal View
Boulevard, Rochester, New York 14623 ("TRAINING") and WBT Operating LLC, a
Delaware limited liability company, having a principal place of business at 500
Canal View Boulevard, Rochester, New York 14623 ("WBT"). (Training and WBT each
referred to herein as a "PARTY" and collectively as the "PARTIES.")

                                 R E C I T A L S

       WHEREAS, WBT is in the business of developing, marketing, and providing
technology-based training and information with regard to information technology
and other professional and business-related matters through the Internet,
CD-ROM, intranets and other electronic media ("WBT BUSINESS");

       WHEREAS, Training is in the business of developing, marketing, and
providing (i) printed training materials and information with regard to
information technology and other professional and business-related matters,
including through print courseware, journals, and newsletters, and (ii) live,
in-person instructor-led classroom training ("TRAINING BUSINESS");

       WHEREAS, Training is a provider of certain Training Products (as defined
below) used by WBT in connection with the WBT Business;

       WHEREAS, Training desires to sell to WBT, and WBT desires to purchase
from Training such Training Products;

       WHEREAS, both Training and WBT employ a knowledgeable sales force with
experience in the marketing and sale of information technology related products
and services;

       WHEREAS, the Parties find it desirable to enter into this Agreement,
whereby, subject to the terms and provisions contained herein, Training desires
to appoint WBT as a Reseller (as defined below) of certain Training Products,
and

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WBT desires to appoint Training as a Reseller of certain WBT Products (as
defined below);

         NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, the Parties hereby agree as follows:

1        DEFINITIONS

1.1      "ADVANCED TECHNOLOGY COURSEWARE" shall mean print courseware
         containing content relating to information technology topics other
         than Desktop Applications Materials (as defined below).

1.2      "CONFIDENTIAL INFORMATION" means records or information in the
         possession or under the control of a Party relating to the content,
         technical, marketing, product, and/or business affairs or proprietary
         and trade secret information of that Party in oral, graphic, written,
         electronic or machine readable form, clearly marked as "confidential,"
         or if disclosed orally, information identified as confidential at the
         time of disclosure. Confidential Information shall not include
         information which can be demonstrated: (i) to have been rightfully in
         the possession of the receiving Party from a source other than the
         disclosing Party prior to the time of disclosure of said information
         to the receiving Party ("Time of Disclosure"); (ii) to have been in
         the public domain prior to the Time of Disclosure; (iii) to have
         become part of the public domain after the Time of Disclosure by any
         means except an unauthorized act or omission or breach of this
         Agreement on the part of the receiving Party, its employees, or
         agents; or (iv) to have been supplied to the receiving Party after the
         Time of Disclosure without restriction by a third party who is under
         no obligation to the disclosing Party to maintain such information in
         confidence.

1.3      "DESKTOP APPLICATIONS COURSEWARE" shall mean print courseware relating
         to the use of information technology products by end-users (as opposed
         to information technology professionals), including word processing,
         financial, graphics, and other software packages, such as Windows,
         Microsoft Office, and Lotus Notes.

1.4      "MFN PRICE" shall mean the lowest price at which Training offers
         Advanced Technology Materials or Desktop Applications Materials, as
         applicable, to any third-party.

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1.5      "RESELLER" shall mean Training or WBT, as applicable, in its capacity
         as a reseller of Training Products or WBT Products.

1.6      "TRAINING PRODUCTS" shall mean Advanced Technology Courseware and
         Desktop Application Courseware.

1.7      "WBT PRODUCTS" shall mean a unit of any of WBT's technology-based
         training products, including subscriptions to online learning
         solutions, as well as intranet- and CD-ROM-based products.

2        APPOINTMENT

2.1      NON-EXCLUSIVE RELATIONSHIP. Subject to the terms and conditions
         herein, Training hereby appoints WBT, and WBT hereby appoints
         Training, as an independent, non-exclusive authorized Reseller for the
         Training Products and WBT Products respectively.

3        ORDER PROCEDURE

3.1      ONLINE TRAINING PRODUCT SALES. In the case of Training Products
         ordered through one of WBT's web sites ("ONLINE TRAINING PRODUCT
         SALES") the following shall occur: (i) WBT will place such order with
         Training in a manner agreed upon by the Parties, and purchase from
         Training the specified Training Product(s), at the MFN Price plus an
         incremental mark-up equal to Training's shipping cost for such
         Training Products, (ii) Training shall, as promptly as possible,
         fulfill the order and ship in accordance with Training's customary
         practice the Training Product(s) from Training's inventory to the
         ordering customer, who will be billed directly by WBT, and (iii) the
         ordering customer will remit payment directly to WBT. WBT shall bear
         all risk of returns or loss with respect to such Training Products
         purchased and resold by it and shall retain all revenue from the
         transaction.

3.2      OFFLINE SALES. In the case of a sale effected by a Party's salesperson
         of the other Party's products the following shall occur: (i) the
         salesperson shall place a written purchase order in a manner agreed
         upon by the Parties directly to the Party whose product was sold, (ii)
         such Parties shall fulfill such order and bill the customer directly
         and (iii) the customer shall remit payment to the Party whose product
         was sold. The Party in receipt of payment shall pay

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         such Reseller a commission of forty percent (40%) of the total gross
         revenue received from such sale.

4        PRICES; TERMS OF PAYMENT

4.1      SALES OF TRAINING PRODUCTS. Training shall sell Training Products to
         WBT at the then current MFN Price. In the event that the MFN Price has
         changed, Training shall notify WBT, in writing, no less than thirty
         (30) days prior to instituting such change. As of the date hereof, the
         current MFN Price for Advanced Technology Courseware and Desktop
         Applications Courseware is specified on Schedule A, attached hereto.
         WBT may, in its sole discretion, set the resale price at which
         Training Products are offered to customers of WBT.

4.2      OTHER SALES. The price for each Training Product and WBT Product
         offered by the Reseller's salespeople shall be the other Party's
         then-current published suggested retail price; provided that the
         Reseller shall offer volume and other discounts in accordance with the
         other Party's policies as authorized by the other Party.

4.3      INVOICES. In the case of Online Training Product Sales, within ten
         days following the end of each month Training shall deliver to WBT an
         invoice setting forth (i) the MFN Price and (ii) the shipping costs to
         Training for each purchase order placed by WBT during such period. WBT
         will have thirty days to pay the invoice. Payments due by a Party with
         respect to sales effected through the Reseller's salespeople shall be
         paid in a manner consistent with such Party's internal billing
         policies regarding payment of commission to their salespeople.

5        CONFIDENTIAL INFORMATION

5.1      CONFIDENTIAL INFORMATION. Each Party agrees that it shall take
         reasonable steps to protect the Confidential Information of the other
         Party, using methods at least substantially equivalent to the steps it
         takes to protect its own proprietary information, but not less than a
         reasonable standard, and shall prevent the duplication or disclosure
         of Confidential Information, other than by or to its employees who
         must have access to the Confidential Information to perform such
         Party's obligations hereunder, provided that each Party shall make
         such employees aware of the restrictions of this Section 5.1, or as

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         required or reasonably necessary under applicable law, but only to the
         extent so required or reasonably necessary and only subject to a
         protective order or other appropriate confidentiality arrangement, to
         the extent available and applicable.

6        INDEMNITIES

6.1      INDEMNIFICATION. Training shall defend, hold harmless, and indemnify
         WBT, and its affiliates, officers, directors, shareholders, employees,
         contractors, agents, and representatives, from and against any and all
         claims, demands, actions, liabilities, damages, losses, fines,
         penalties, costs, and expenses (including all attorneys' fees) of any
         kind whatsoever (collectively, "Losses") actually or allegedly arising
         or resulting from the business of Training, including without
         limitation from the infringement or violation of the rights of any
         third party through the use of any product in connection with the
         Training Business pursuant to this Agreement. WBT shall defend, hold
         harmless and indemnify Training, and its affiliates, officers,
         directors, shareholders, employees, contractors, agents, and
         representatives, from and against any and all Losses, including without
         limitation from the infringement or violation of the rights of any
         third party through the use of any product in connection with the WBT
         Business pursuant to this Agreement.

7        TERM.

7.1      TERM. The initial term of this Agreement shall commence on the date
         hereof and shall continue for a period of ten (10) years ("INITIAL
         TERM"), and for consecutive one (1) year periods thereafter (each, a
         "RENEWAL TERM"), unless either Party provides at least one (1) year
         prior written notice of its intention not to enter into a subsequent
         Renewal Term, in which case there shall be no subsequent Renewal Term
         following such one (1) year notice (the last day of the Initial Term
         or applicable Renewal Term following such one (1) year notice, a
         "NON-RENEWAL").

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8        GENERAL

8.1      INDEPENDENT CONTRACTOR. The Parties agree and acknowledge that the
         relationship of the Parties is in the nature of an independent
         contractor. This Agreement shall not be deemed to create a partnership
         or joint venture and neither Party is the other's agent, partner,
         employee, or representative. Neither Party hereto shall have the right
         to obligate or bind the other Party in any manner whatsoever, and
         nothing herein contained shall give or is intended to give any rights
         of any kind to any third persons.

8.2      FORCE MAJEURE. Neither Party shall be deemed in default of this
         Agreement to the extent that performance of its obligations or
         attempts to cure any breach are delayed, restricted or prevented by
         reason of any act of God, fire, natural disaster, act of government,
         strikes or labor disputes, inability to provide raw materials, power
         or supplies, or any other act or condition beyond the reasonable
         control of such Parties provided that such Parties gives the other
         Parties written notice thereof promptly following discovery thereof
         and uses its best efforts to cure the delay.

8.3      PARTIAL INVALIDITY. Should any provision of this Agreement be held to
         be void, invalid, or inoperative, the remaining provisions of this
         Agreement shall not be affected and shall continue in effect and the
         invalid provision shall be deemed modified to the least degree
         necessary to remedy such invalidity.

8.4      NO WAIVER. The failure of either Party to partially or fully exercise
         any right or the waiver by either Party of any breach shall not
         prevent a subsequent exercise of such right or be deemed a waiver of
         any subsequent breach of the same or any other term of this Agreement

8.5      NO ASSIGNMENT. Training and WBT shall not assign any of their
         respective rights or obligations under this Agreement, except in
         connection with the sale of all or substantially all of its business to
         which this Agreement relates. All of the terms and provisions of this
         Agreement shall be binding upon, shall inure to the benefit of, and
         shall be enforceable by the respective permitted successors and assigns
         of the Parties.

8.6      NOTICES. Any notice required or permitted to be sent shall be in
         writing and shall be sent by Federal Express or like courier delivery,
         or if sent by facsimile, with a confirmation copy by mail. Notice is
         effective upon receipt.

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         Notices shall be sent to the Parties at the addresses listed above,
         unless a Party changes its address by giving written notice to the
         other Parties.

8.7      ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
         between the Parties on this subject and supersedes all prior
         negotiations, understandings, and agreements between the Parties
         concerning the subject matter hereof. No amendment or modification of
         this Reseller Agreement shall be made except by a writing signed by the
         Party to be bound thereby or the permitted successor or assign of such
         Party.

8.8      SEVERABILITY. If any provision of this Reseller Agreement is determined
         by a court of competent jurisdiction to be invalid or unenforceable,
         such determination shall not affect the validity or enforceability of
         any other part or provision of this Agreement.

8.9      GOVERNING LAW. This Agreement shall be governed and interpreted in
         accordance with the laws of the State of New York without regard to
         principles of conflict of laws. The Parties agree to submit to the
         exclusive jurisdiction over all disputes hereunder and venue in the
         federal and state courts in the State of New York located in New York
         County.

8.10     HEADINGS.  The section headings contained in this Reseller Agreement
         are for reference purposes only and shall not in any way affect the
         meaning or interpretations of this Agreement.

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       IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.

TRAINING MEDIA OPERATING LLC               WBT OPERATING LLC

By: [SIG]                                  By: [SIG]
   ---------------------------------          ---------------------------------
Print Name:                                Print Name:
           -------------------------                  -------------------------
Title:                                     Title:
      ------------------------------             ------------------------------
Date:                                      Date:
     -------------------------------            -------------------------------

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                                                                     Schedule A

                                  MFN PRICING
                            AS OF FEBRUARY [ ], 2000

<TABLE>
<CAPTION>
-----------------------------------------------------
     Training Product                Price
     ----------------                -----
-----------------------------------------------------
<S>                               <C>
   Advanced Technology
        Courseware                  $18.00
-----------------------------------------------------
   Desktop Application
        Courseware                   $6.50
-----------------------------------------------------
</TABLE>

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