Exhibit 10.3


                                 BROCK ROAD LLC
                       c/o Citco Trustees (Cayman) Limited
                        Commercial Centre, P.O. Box 31106
                                       SMB
                          Grand Cayman, Cayman Islands
                               British West Indies


                                                               December 19, 2000


Wasatch Interactive Learning Corporation
5250 South Commerce Drive, Suite 101
Salt Lake City, Utah 84107
Attention: Chief Executive Officer


         RE:      US$4,000,000 7% Convertible Debentures due March 16, 2003
                  of Wasatch Interactive Learning Corporation (the "Company").
                  -----------------------------------------------------------

Gentlemen:

                  Reference  is  made  to  that  certain   Securities   Purchase
Agreement  entered  between the Company and Brock Road LLC (the "Buyer"),  dated
March 16, 2000 (the "Purchase Agreement"),  pursuant to which the Company issued
and sold to the Buyer  US$4,000,000  of the Company's 7% Convertible  Debentures
due March 16, 2003 (the "Debentures").  Capitalized terms used and not otherwise
defined  in this  letter  that are  defined  in the  Debentures  shall  have the
meanings set forth in the Debentures.

                  This  letter  memorializes  our  understandings  as to certain
agreements to and modifications of the Purchase Agreement and Debentures.

                  We agree as follows:

         1.       Commencing  December 2000 and on each month  thereafter  until
                  the full  principal  amount of the  Debentures and all accrued
                  and  unpaid  interest  thereon  shall  have been  redeemed  or
                  converted, the Company shall redeem US$50,000 of principal and
                  accrued  interest under the  Debentures,  with all such monies
                  being first applied to pay down accrued interest.  The payment
                  under  this  paragraph  for  December  2000  shall  be due and
                  payable on December 27, 2000 by wire  transfer of  immediately
                  available funds to an account designated by the Buyer for such
                  purpose. All other payments under this paragraph shall be made
                  by the 5th  business  day of the month to which  such  payment
                  relates in  immediately  payable  funds by wire transfer to an
                  account designated by the Buyer for such purpose.

         2.       With respect to any  principal  amount of the  Debentures  for
                  which the  Redemption  Price is paid by the  Company  prior to
                  April 30, 2001,  including  under  paragraph 1 of this letter,
                  the rate in  paragraph  (i) of  Section  19B shall  equal 110%
                  instead of 125%.  Commencing  May 1, 2001, the rate in Section
                  19B of the Debentures shall revert to 125%.

         3.       Provided  the  Company is in  compliance  with its  redemption
                  obligations  under  paragraph 1 of this letter,  the Buyer may
                  not convert any principal  amount of Debentures until March 1,
                  2001.  From March 1, 2001  through  the  Maturity  Date of the

<PAGE>

                  Debentures  or such earlier  date on which the full  principal
                  amount  and  interest  under the  Debentures  shall  have been
                  repaid in full or  converted,  the Buyer may during each month
                  convert the  outstanding  principal  amount of  Debentures  in
                  accordance with A-C below in this paragraph and the Conversion
                  Rate  for  such  conversions  shall  be as  set  forth  in the
                  Debentures.  All conversion  rights under this paragraph shall
                  be treated  cumulatively  so that if the Buyer should  convert
                  less than the fully  allotted  amount  of  principal  during a
                  particular  month,  it  may  add  the  unused  portion  to the
                  allotted portion for subsequent months.  However,  the Buyer's
                  conversion  rights  under this  paragraph  are  subject to the
                  Company's  rights  of  redemption  under  paragraph  4 of this
                  letter.  If the Company is in compliance  with its  redemption
                  obligations  under paragraph 1 of this letter,  then the Buyer
                  will not be permitted to tender Conversion  Notices other than
                  in accordance with this paragraph.

                  A.       If the  average  of the  Market  Price of the  Common
                           Stock  for the last five  trading  days of a month is
                           less  than  US$0.50,  the  Buyer  may  convert  up to
                           $25,000 of principal during the following month (plus
                           any unused portion from prior months);

                  B.       If the  average  of the  Market  Price of the  Common
                           Stock  for the last five  trading  days of a month is
                           equal to US$0.50 but less than or equal to $1.00, the
                           Buyer may convert up to US$50,000 of principal during
                           the  following  month (plus any unused  portion  from
                           prior months); and

                  C.       If the  average  of the  Market  Price of the  Common
                           Stock  for the last five  trading  days of a month is
                           more  than  US$1.00,  the  Buyer  may  convert  up to
                           US$100,000 of principal  during the  following  month
                           (plus any unused portion from prior months).


         1.       If  the  Company  is  in   compliance   with  its   redemption
                  obligations  under  paragraph  1 of  this  letter  and  is  in
                  compliance with its conversion  obligations  under this letter
                  and under the Debentures,  then the Company,  in addition,  to
                  paying  redemptions as required by paragraph 1 of this letter,
                  may redeem any or all principal  amount of Debentures that the
                  Buyer could  convert in  accordance  with  paragraph 3 of this
                  letter,  provided that the Company pays the  Redemption  Price
                  for such principal by wire transfer of  immediately  available
                  funds to an account  designated  by the Buyer for such purpose
                  by 4:00 p.m. (New York City time) on the third Business Day of
                  the month to which such payment relates.  For example,  if the
                  average  Market Price for the five  trading  days  immediately
                  preceding  March 1, 2001 equals $.75,  then the Company  could
                  redeem up to US$50,000 of principal  amount of the  Debentures
                  if the full payment of the Redemption Price for such principal
                  amount is made by March 5, 2001 and,  in such case,  the Buyer
                  would not be entitled to convert any portion of the Debentures
                  during the month of March 2001.  In the event that the Company
                  redeems part of the permitted  monthly  amount of  Debentures,
                  the  Buyer  may  convert  the  remaining  permitted  amount of
                  Debentures for such month.

         2.       The  redemption  sections in the Debentures are amended to the
                  extent  necessary  to give  effect to the  provisions  of this
                  letter  and,  to the extent of any  inconsistency  between the
                  provisions of this letter and the provisions of the Debenture,
                  the provisions of this letter shall control.

         3.       The  agreements set forth in this letter shall become null and
                  void in the  event  the  Company  defaults  in any  obligation
                  hereunder for a period of more than ten days after the date on
                  which notice of such default is provided.


                  Except as expressly amended hereby, all terms,  conditions and
provisions of the Purchase Agreement and Debenture shall remain unchanged and in
full force and effect and are  ratified and  reaffirmed  in all  respects.  This
letter  shall not  operate as a waiver of any rights or  remedies  that may have
accrued or that may accrue under the Debentures or Purchase Agreement.

<PAGE>

                  Please  indicate  your   concurrence  with  the  foregoing  by
executing and returning to our  attention a  countersigned  copy of this letter,
whereupon  this letter  shall form our mutual  agreement  as of the date of your
signature with respect to subject matter hereof, binding and enforceable against
each of us in accordance with its terms.


                                            Sincerely,


                                            BROCK ROAD LLC

                                            By: /S/_________________
                                            Its Duly Authorized Officer
                                            Navigator Management Ltd.
                                            Director


AGREED AND ACCEPTED
on the 19th day of December 2000
WASATCH INTERACTIVE
    LEARNING CORPORATION

By: /S/ Barbara J. Morris
    ---------------------
Title: President