LICENSING AGREEMENT

      This agreement is hereby executed in Dade County, Florida on this 9th day
of January, 1997, by and between KENWICK SALES, INC. D/B/A AMERICAN VIDEO
LANGUAGE INSTITUTE (hereinafter known as "AVLI", the Licensee) and INTEGRATED
ENGLISH INTERNATIONAL, INC., (hereinafter known as "IEI", the Licensor);

                                   WITNESSETH:

      WHEREAS, AVLI and IEI, licensee and licensor, respectively, are desirous
of the entering into a licensing agreement, as IEI produces, licenses and
manufactures educational aids and AVLI has the desire, means and ability to
sell, distribute and market the products of IEI; and,

      WHEREAS, the above parties agree that the purpose of this licensing
agreement is mutually advantageous and beneficial to all parties identified
herein; and,

      NOW THEREFORE, in consideration of the promises, mutual covenants and
agreements contained herein, the parties who are intending to be legally bound
by this agreement, agree as follows:

      1.    That the representations made by the parties herein are true and
            correct and are known to be relied upon by the other parties to
            induce their execution of this agreement.

      2.    That the terms of this agreement shall begin immediately upon formal
            execution of this agreement and shall continue in the manner set
            forth herein.

      3.    That AVLI shall be granted the exclusive rights, to the exclusion of
            all other license, sub-license or to sell products manufactured,
            produced, devised, planned and created by IEI in the regions of the
            world known as:

            A.    The United States of America;

            B.    Canada;

            C.    Costa Rica (for 1 year renewable)

            D.    Remainder of Central and South America upon individual
                  agreements going forth.


                                       1
<PAGE>

The policy of IEI with regard to granting and/or transferring EXCLUSIVE
DISTRIBUTION RIGHTS is as follows:

      a.    These rights can only apply to a specific, named corporation in a
            specific country;

      b.    Distributor must be an established corporation in good standing;

      c.    Distributor must have the demonstrated financial backing to
            successfully promote and sell the product;

      d.    For an exclusive sales contract to be binding, AVLI must purchase a
            mutually accepted initial quantity of the product or products and
            pay cash (US Dollars) for the production expenses of said products;

      e.    Corresponding royalties are required to be paid by Distributor
            within ten (10) days after product was sold, but not later than 90
            days after original purchase date from IEI;

      f.    Additional orders will only be accepted once all royalties on
            products previously delivered to Distributor have been paid to IEI.

The policy for NON EXCLUSIVE DISTRIBUTORSHIP is as follows:

      An appointed Distributor through AVLI (Costa Rica) is authorized to sell
      the products to other Central American countries, until an exclusive
      distributor might be appointed. If sales success is demonstrated, the
      distributor could also be awarded distribution rights in other countries
      within the region.

E. Exclusive licensing for the Language Course has been reserved by IEI for the
countries/locations of: Canada, The United States of America, Central America
and South America, while the rights for the Business Course have been assigned
worldwide to Philips Media Distribution located in The Netherlands. Therefore,
IEI has requested Philips to issue an exclusive licensing agreement for Canada,
The United States of America and Costa Rica to AVLI. Consequently, the licensing
for AVLI is subject to the receipt of the license from Philips for the Business
Course.


                                       2
<PAGE>

F.    Other territories to be identified in writing and agreed to by the parties
      during the term of this agreement.

      4. That the term of this agreement shall be for a period of five (5) years
      from the date of execution of this agreement. This agreement shall be
      automatically renewed for an additional five (5) year term and
      continuously in the same manner thereafter, unless either party notices
      the other party, in the manner set forth herein, at least sixty (60)
      calendar days prior to the termination date of each five year period of
      their desire not to automatically renew the agreement.

      5. That all production costs, to completely produce a finished product,
      ready for distribution and / or sale by AVLI, shall be borne by IEI.

      6. That IEI shall deliver to AVLI all components of the finished products
      ready for packaging.

      7. That AVLI shall be considered to be granted the exclusive rights to any
      and all new products developed and produced by IEI in the territories
      described in paragraph #3. Products manufactured for, or in conjunction
      with, other distributors must be licensed under individual agreements,
      which IEI will negotiate.

      8. That pricing terms shall be as follows:

            A.    That AVLI shall pay for the initial cost of the product when
                  delivered to AVLI (C.O.D.); as set forth in sub-paragraphs B
                  through H.

            B.    The existing inventory cost ex-warehouse for the Language
                  Course with Spanish Work Books is $50.08 plus the actual
                  duplication expenses of the 13 video tapes;

            C.    The existing inventory cost ex-warehouse for the Business
                  Language Course with Spanish Workbooks complete with four (4)
                  tapes is $54.95;


                                       3
<PAGE>

      Once the existing inventory items must be reordered, slight price
      variations (up or down) may occur.

            D.    That the royalties resulting from the subsequent sale of the
                  products shall be due to IEI from AVLI no later than ten (10)
                  days after AVLI receives the payment from the customer, but
                  not later than 90 days after initial delivery of the products.

            E.    That the total royalty due for the Language Course is $81.00
                  for the complete course, or $27.00 in three equal parts,
                  depending on how the product is sold.

            F.    The total wholesale royalty due for the language Course is
                  $60.00 for the complete course, or in three equal parts of
                  $20.00, depending on the manner in which it was sold.

            G.    The royalty due in either wholesale or retail sales on the
                  Business Course is $75.00 to be paid to Philips Media
                  Distribution, Eindhoven, The Netherlands.

            H.    Due to an existing contract in effect between IEI and Prentice
                  Hall, the book Import Export Can Make You Rich must be sold
                  with The Business Course.

      9. AVLI has expressed its interest in selling both the Basic Language and
      Business Courses to Vietnamese, Chinese and Korean minorities living in
      The United States of America and Canada. This will require the translation
      and printing of the workbooks into these three languages.

      IEI is willing to undertake the translation and printing of the workbooks
      in the above three languages for both the Basic Language and Business
      Courses under the following terms:

            i.    IEI will finance the expenses of the translations and
                  printing, provided that AVLI will guarantee to purchase an
                  agreed upon initial number of courses in each language and pay
                  for the full amount within 30 days upon delivery. This will
                  produce sufficient dollars that will enable IEI to pay for the
                  translation and production expenses incurred.


                                       4
<PAGE>

            ii.   The cost of the translation and printing of the workbooks will
                  be submitted to AVLI for consideration and approval so IEI can
                  proceed with the work. At the same time, it will be
                  established, the number of courses AVLI would have to purchase
                  and pay for in full, in order for the royalties to cover that
                  translation and printing expense.

                  At the same time, the initial cost price of these new versions
                  will be established with mutual consent.

      10. That AVLI will have the right to change the name of any product
      provided by IEI, with the consent and notice of IEI. Said consent shall
      not be unreasonably withheld.

      11.   That inventory levels be kept to satisfy both companies and that
            they shall be revised from time to time based on sales levels and
            mutual agreement.

      12. That IEI has full authority to enter into this agreement in the
      territories assigned to AVLI. In the event of any claim of litigation
      arising, IEI shall hold harmless and fully indemnify AVLI for any
      interference, breach, encumbrance or other related action. This
      indemnification shall include the reimbursement for responsible attorney
      fees, costs and judgement, that might arise therefrom.

      13. That IEI will furnish to AVLI any and all inquiries and/or marketing
      leads whether direct or indirect, for the products provided to AVLI by
      IEI, when such inquiries originate or affect any of the territories
      identified herein or that are identified in any subsequent agreements,
      where AVLI has exclusive rights and license to market IEI's products.


                                       5
<PAGE>

      14. That IEI will provide AVLI with any and all advertising materials
      already prepared by them. Any new commercial or promotional productions
      will be prepared by IEI and produced for AVLI at cost.

      15. That in the event of a breach of any provision of this agreement, the
      non-breaching party shall give the alleged breaching party written notice,
      in the manner set forth herein, to cure the breach, within ten (10) days
      of receipt of the notice. If the breach is not cured then the grieving
      party shall have the right to terminate this agreement.

            That a default is deemed to have occurred when any of the provisions
      contained herein are not complied with, within ten (10) days from the date
      that the notice of the breach is sent to the breaching party, in the
      manner set forth herein.

      16. That each of the parties shall execute and deliver at the execution of
      this agreement and in the future all instruments reasonably necessary to
      carry out the terms and intent of this agreement.

      17. That the parties agree that the existence and content of this
      Agreement and all related agreements, documents and communications shall
      be confidential; as such the contents thereof shall not be disclosed by
      either party, their successor or assigns at any time to any third party
      without the express written consent of both parties.

      18. That the party who is in actual physical control of the products shall
      assume the risk of loss for the products. During transportation of the
      products from IEI to AVLI, the risk of loss shall remain with IEI until
      such time that the product is delivered and accepted by AVLI.


                                       6
<PAGE>

      19. That this agreement shall be binding upon and inure to the benefits of
      the heirs, distributees, personal representatives, successors and assigns
      of each of the parties hereto.

      20. That this agreement represents the full and complete agreement between
      the parties and that any prior or contemporaneous oral representations
      that are not identified and addressed in this agreement are not relied
      upon by the parties in their execution of this agreement and are not a
      part hereof

      That each party contributed to the creation and drafting of this
      agreement.

      21. That any modification, waiver or discharge of this agreement or any
      part thereof must be executed with the same formalities employed in the
      execution of this agreement, to be valid.

      22. That any and all notices and communications relating to this agreement
      shall be deemed duly given, only if delivered by Certified mail, Return
      Receipt Requested, to the intended parties at their last known address.

            The last known address at the time of execution of this agreement
            is:

            KENWICK SALES, INC.
            3909 NE 163 Street, Suite 308
            North Miami Beach, FL 33160

            INTEGRATED ENGLISH INTERNATIONAL, INC.
            7000 SW 59 Place
            Miami, FL 33143


                                       7
<PAGE>

      23. In case the distributor or any of its sub-distributors become
      incapable of selling the products in their respective territories due to
      circumstances within or beyond their control, the respective exclusive
      licensing agreement shall become automatically null and void.

      24. That if any provision set forth in this agreement is deemed invalid by
      a court of competent jurisdiction, that the unenforceability of that
      provision shall not affect the enforceability of the other remaining
      provisions.

      25. That the use of masculine, feminine or neuter gender and the singular
      or plural shall include the others whenever the context so indicates.

      26. That any and all legal action associated with this agreement or any of
      the conditions set forth herein, shall be litigated in the 11th Judicial
      Circuit In and For Dade County or the County Court of Dade County,
      depending on the subject matter jurisdiction, and construed and enforced
      in accordance with the laws of the State of Florida.

      27. That the parties by signing this agreement, agree to be subject to the
      personal jurisdiction of the aforementioned court(s) and waive any defense
      related thereto, with regard to venue and/or jurisdiction.


                                       8
<PAGE>

IN WITNESS WHEREOF, the parties hereto set their hands and seals the day and
year first above written in the presence of:


/s/ [ILLEGIBLE]                     /s/ Kenneth Wulwick
----------------------              -----------------------------------------
Witness                             As President of Kenwick Sales, Inc.
                                    w420-517-46-210-0

/s/ [ILLEGIBLE]
----------------------
Witness

STATE OF FLORIDA
COUNTY OF DADE
          --------

The foregoing instrument was acknowledged and sworn to (or affirmed) and
subscribed before me this 9 day of January, 1997, by KENNETH WULWICK, who is
either personally known to me or has produced FLORIDA DRIVERS LICENSE, as
identification of their identity.


NOTARY PUBLIC: /s/ Cynthia H. Romine
              -------------------------------------
(name and seal)

                      -------------------------------------
                              OFFICIAL NOTARY SEAL
                                CYNTHIA H ROMINE
                         NOTARY PUBLIC STATE OF FLORIDA
                             COMMISSION NO. CC566222
                        MY COMMISSION EXP. JULY 11, 2000
                      -------------------------------------


/s/ [ILLEGIBLE]                     /s/ [ILLEGIBLE]
----------------------              -----------------------------------------
Witness                             As President of Integrated English
                                    International, Inc.

The foregoing instrument was acknowledged and sworn to (or affirmed) and
subscribed before me this 9 day of January, 1997, by AKOS LITSEK, who is either
personally known to me or has produced _______________________, as
identification of their identity.


NOTARY PUBLIC: /s/ Cynthia H. Romine
              -------------------------------------
(name and seal)

                      -------------------------------------
                              OFFICIAL NOTARY SEAL
                                CYNTHIA H ROMINE
                         NOTARY PUBLIC STATE OF FLORIDA
                             COMMISSION NO. CC566222
                        MY COMMISSION EXP. JULY 11, 2000
                      -------------------------------------


                                       9