Exhibit 10.4

                              SETTLEMENT AGREEMENT


     This  Agreement  ("Agreement")  is made and entered into by and between Tom
Peters, a citizen of the State of California,  residing in Palo Alto, California
and Excel, a California  partnership with an office at 555 Hamilton,  Suite 300,
Palo  Alto,  California   (collectively  referred  to  as  "Tom  Peters,"  where
appropriate),  and LearnCom, Inc. an Illinois corporation with a principal place
of business at 714 Industrial Drive, Bensenville,  Illinois, and shall be deemed
effective as of the date of the last signature hereto (the "Effective Date").

     WHEREAS,  Tom  Peters is a  well-known  author  and  co-author  of  several
best-selling NEW YORK TIMES books on the subject of excellence in management;

     WHEREAS,  Tom Peters and Excel  create and provide  training  services  and
products on the subject of  excellence  in  management,  including  seminars and
workshops for businesses and individuals,  printed matter and audio-visual tapes
used in connection therewith;

     WHEREAS,  the parties  agree that Excel  either is or shall be the owner of
the copyright in and to all videotapes and texts  featuring Tom Peters that have
at any time been  distributed  by  LearnCom,  VPH,  or any  other  predecessors,
including,  but not limited to, the  following  video Works and related  textual
Works (collectively "Works"):

          o  Pursuit of Excellence,

          o  10  Vital  Rules  for  Giving  Incredible  Speeches  & Why  They're
             Irrelevant, Reg. No. PA 507-585

          o  A Passion for Customers, Reg. No. PA 330-098

          o  A Passion for Excellence, Reg. No. PA 278-655

          o  Beyond Close to the Customer, Reg. No. PA 408-020

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          o  Business and the Environment:  Lean,  Green and Clean,
             Reg. No. PA 520-903

          o  Liberation Management (Sale Version 60:00), Reg. No. PA 618-014

          o  Recession as Opportunity: Smart Moves for Tough Times,
             Reg. No. PA 507-580

          o  Service with Soul with Tom Peters, Reg. No. PA 699-233

          o  The Shape of the Winner with Tom Peters, Reg. No. PA 401-163

          o  World-Class  Quality:  The Customer Will Decide (Training Version -
             72:00 Min.), Reg. No. PA 575-319


     WHEREAS,  the  parties  agree  that  Excel  either  does or  shall  own the
following trademarks and service marks:

o  Women's Millennium                o  Speed Is Life

o  Leadership Alliance               o  World Class Quality: The Customer
                                        Will Decide
o  Thriving on Chaos
                                     o  SERVICE WITH SOUL with Tom Peters
o  The Shape of the Winner with
   Tom Peters                        o  Innovate or Die

o  The Shape of the Winner with      o  Business and the Environment Lean,
   Tom Peters                           Clean and Green

o  Beyond Close to the Customer      o  10 Vital Rules for Giving Incredible
                                        Speeches & Why They're Irrelevant [or
o  Excellence in the Public Sector      How to Give a Speech - Ten Vital Rules]
   with Tom Peters
                                     o  A World Turned Upside Down
o  In Search of Excellence
                                     o  Stew Leonard Program
o  Liberation Management
                                     o  Time Based Competition [Federal Express]
o  A Passion for Customers
                                     o  Thriving on Chaos
o  A Passion for Excellence

o  Recession As Opportunity: Smart
   Moves for Tough Times


     WHEREAS,  LearnCom has been in possession of the master copies of the Works
and has reproduced and distributed the Works; and

     WHEREAS, Tom Peters LearnCom's desire to settle all disputes between them;

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     WHEREAS,  Tom Peters and  LearnCom  desire to fully and finally  settle and
compromise  the  differences  between  them  on the  terms  set  forth  in  this
Agreement.

     NOW THEREFORE,  based upon the premises and covenants set forth herein, and
for other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:

                                    AGREEMENT


     1.   DISTRIBUTION RIGHTS

     1.1  Except as permitted in Paragraph 1.2,  within 10 days of the Effective
Date,  LearnCom shall cease all reproduction,  transmission,  distribution,  and
display  of the  Works  and use of the  Marks  in any and all  fashion.  Without
limiting the foregoing,  all pay per view (or free television  distribution  and
display,  including  display at any hotel  chain)  shall cease as  specified  in
accordance with this Paragraph 1.1.  LearnCom  further  acknowledges  and agrees
that it shall  immediately  return to Excel any and all tape  masters of any and
all Tom Peters works (in both English and every foreign  language) and shall not
retain the masters of any Tom Peters Works.

     1.2. Notwithstanding  Paragraph  1.1,  LearnCom  must sell off its existing
inventory of the Works.  LearnCom  represents to the other parties that attached
as  Exhibit A is a true and  correct  copy of a list of all  Excel  Works in its
current inventory.  On and subject to, the terms below,  LearnCom may dispose of
its current inventory through sale in the United States until October 11, 2001.

     1.3  Any  future  distribution  of the Works by  LearnCom  shall  include a
notice that clearly  identifies  Excel as the copyright  and trademark  owner of
such  Works.  The  parties  acknowledge  that  LearnCom  shall  not be a  direct
distributor of any Work. Rather,  Excel and Peters agree that LearnCom may serve
as a subdistributor to Excel's current  distributor,  if such


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<PAGE>


distributor agrees to appoint LearnCom as a subcontractor.  Nothing herein does,
or  shall  be  construed  to  be,  an  agreement   that  LearnCom   shall  be  a
subdistributor.   Excel   will   not   unreasonably   withhold   consent   to  a
sub-distributorship role proposed by LearnCom.

     2.   FEE

     2.1  On all sales of Works by LearnCom in the period from August 1, 2000 to
the  Effective  Date,  LearnCom  shall pay to Tom Peters a royalty of 30 percent
(30%). As of the Effective  Date,  LearnCom shall pay to Tom Peters a royalty of
20 percent (20%) for any distribution of the Works permitted under Paragraph 1.2
of this Agreement. The royalty rate shall be paid to Excel 45 days following the
end of each  quarter;  each such  quarter  shall be measured  by three  calendar
months  starting  from the date that this  agreement  is signed by the  parties.
Within 45 days following the end of each quarter,  LearnCom shall provide to Tom
Peters a statement  and payment  detailing  each Work that LearnCom has sold the
preceding quarter.

     2.2  Within 5 days of the Effective Date,  LearnCom shall pay to Tom Peters
$30,000. This payment shall be made by a certified check or a cashier's check.

     2.3  Within sixty (60) days of the Effective  Date,  LearnCom  shall pay to
Excel the  principal sum of $45,000 plus interest as set forth below and, on one
hundred  twenty  (120)  days after the  Effective  Date,  LearnCom  shall pay an
additional  $45,000 plus interest to Excel. Both of these payments shall be made
to Excel via a certified  check or a cashier's  check.  Interest shall accrue at
the rate of nine percent (9%) per annum.

     2.4  Excel may, upon  reasonable  notice to LearnCom,  employ an auditor to
review the books and  ledgers of  LearnCom  to verify the sales of the Works and
appropriate payment to Excel as set forth in Paragraph 2.1 of this Agreement.

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<PAGE>


     3.   INTELLECTUAL PROPERTY OWNERSHIP

     3.1. LearnCom  shall not  adopt,  use or apply to  register  any mark which
contains  the Marks for any goods or services  similar to those  provided by Tom
Peters. LearnCom acknowledges that adoption, use or application to register such
a mark  would  be  likely  to cause  confusion  with the  Marks  and  constitute
trademark infringement.

     3.2  LearnCom  acknowledges  the  validity  of and Excel's  and/or  Peters'
ownership of the Marks and shall not directly or indirectly  challenge,  contest
or otherwise take action adverse to Tom Peters' ownership or the validity of the
Marks.

     3.3  LearnCom acknowledges Excel's ownership of the copyrights in the Works
and shall not directly or indirectly challenge, contest or otherwise take action
adverse to Excel's ownership or the validity of the Works.

     3.4  LearnCom  shall  execute and all  documents  necessary to establish or
restore ownership of all rights,  titles and interests in the Marks and Works to
Excel or Tom Peters, including those documents that will, have been or should be
filed in the U.S. Patent and Trademark Office,  the U.S. Copyright Office or any
equivalent offices in a foreign jurisdiction. Without limitation, LearnCom shall
assign all copyrights in all works featuring Tom Peters.

     3.4  Excel and Tom Peters  represent that they have not assigned any claims
they may have against the other parties to any other person.

     4.   RELEASE

     4.1  Upon  receipt of the final  payments  due herein and  LearnCom's  full
compliance with all material terms and conditions of this Agreement,  Tom Peters
and Excel hereby release, acquit and forever discharge LearnCom, its affiliates,
divisions,  subsidiaries,  successors and assigns,  and their respective present
and  former   agents,   directors,   employees,   shareholders,


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<PAGE>


officers and representatives (collectively, the "Released Parties"), of and from
any and all claims, demands and causes of action of every kind or character,  in
every  proceeding  whatsoever,  known or  unknown,  now  existing  or which  may
hereafter  arise,  by reason of any act or omission on the part of the  Released
Parties  occurring at any time up to and including  the Effective  Date that Tom
Peters  or  Excel  had or may  have  had for any  acts  occurring  prior  to the
Effective Date, including acts of copyright infringement, trademark infringement
or unfair  competition  and  invasion of the rights of  publicity  committed  by
LearnCom  arising from its use of the Marks and  distribution of the Works prior
to the Effective Date.

     4.2  LearnCom and its  predecessors  hereby release hereby release,  acquit
and  forever  discharge  Tom  Peters  and  Excel,  and  each  and  all of  their
affiliates, divisions, subsidiaries,  predecessors (including but not limited to
VPH and any other company that may be deemed to be a predecessor entity that was
involved in the distribution of Tom Peters Works),  successors and assigns,  and
their respective present and former agents, directors, employees,  shareholders,
officers  and  representatives,   including  but  not  limited  to  Ian  Thomson
(collectively,  the "Released Parties"), of and from any and all claims, demands
and causes of action of every kind or character, in every proceeding whatsoever,
known or unknown,  now existing or which may hereafter  arise,  by reason of any
act or omission on the part of the Released Parties  occurring at any time up to
and including the  Effective  Date,  including but limited to any and all claims
arising out of any distribution of the Works,  termination of any relationships,
or other matters prior to the Effective Date.

     5.   TERMINATION

     LearnCom's  failure to fulfill any of the material  covenants  set forth in
this Agreement shall be deemed a material breach permitting this Agreement to be
terminated in its entirety,  at


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<PAGE>


Tom Peters' or Excel's option,  and preserving to Tom Peters and Excel the right
to seek all available relief,  including reasonable  attorneys' fees, in a court
of competent jurisdiction. LearnCom shall have a seven day period to cure.

     6.   NOTICES

     Any statement, notice, request or other communication required or permitted
hereunder shall be deemed  sufficiently given to the addressee when sent by U.S.
Certified Mail, Return Receipt Requested, to the following:

     If to Tom Peters or Excel:              If to LearnCom:


     William F. Dolan, Esq.                  Howard Davis, Esq.
     Bell, Boyd & Lloyd LLC                  Shefsky & Froelich, Ltd.
     70 West Madison Street, Suite 3300      444 North Michigan Avenue
     Chicago, Illinois  60602-4207           Chicago, Illinois  60611



     With a copy to Tom Peters at:           With a copy to LearnCom at:


     555 Hamilton, Suite 300                 714 Industrial Drive
     Palo Alto, California  94301-2015       Bensenville, Illinois  60106-130


     7.   MERGER AND AMENDMENT

     This Agreement represents the entire understanding  between the parties and
supersedes all previous representations,  understandings or agreements,  whether
oral or written,  between the parties with respect to the subject matter hereof,
EXCEPT with respect to the Copyright and Trademark Assignments executed by Lloyd
Singer as  President  of  LearnCom on  November  26,  1999 and  attached to this
Agreement hereto as EXHIBIT B, which shall become incorporated by this reference
into this  Agreement.  This  Agreement  cannot be  modified  except by a written
instrument signed by the parties.

     8.   GOVERNING LAW

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<PAGE>


     This Agreement  shall be interpreted  according to the laws of the State of
Illinois  in  the  United  States  of  America,  excluding  its  choice  of  law
provisions.

     9.   ASSIGNS AND SUCCESSORS

     This  Agreement  shall be binding upon the parties  hereto,  their parents,
subsidiaries,  affiliates,  officers, directors,  employees, agents, assigns and
successors in interest of any sort.

     10.  COUNTERPARTS

     This  Agreement  may be signed in one or more  counterparts,  each of which
shall be deemed an original and all of which shall  constitute  one and the same
Agreement.  The parties acknowledge and agree that signatures by facsimile shall
be  acceptable  and  further  agree that they shall  exchange  signed  originals
promptly.

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<PAGE>


     ACCORDINGLY,  the parties  hereto have caused this Agreement to be executed
below by their duly authorized representatives,  who have read the Agreement and
understand its contents.

TOM PETERS, an individual                LEARNCOM, Inc., an Illinois Corporation



By:        /s/ WILLIAM F. DOLAN          By:        /s/ LLOYD W. SINGER
      ----------------------------------       ---------------------------------

Name:      WILLIAM F. DOLAN              Name:      LLOYD W. SINGER
      ----------------------------------       ---------------------------------

Title:     ATTORNEY                      Title:     PRES.
      ----------------------------------       ---------------------------------

Date:      12/6/2000                     Date:      12/5/00
      ----------------------------------       ---------------------------------



EXCEL, a California Partnership

By:        /s/ WILLIAM F. DOLAN
      ----------------------------------

Name:      WILLIAM F. DOLAN
      ----------------------------------

Title:     ATTORNEY
      ----------------------------------

Date:      12/6/2000
      ----------------------------------





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