Exhibit 10.7

                              EMPLOYMENT AGREEMENT


      THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is made as of this 24th day of
January, 2001, by and among LearnCom,  Inc., a Nevada corporation  ("LEARNCOM"),
VideoLearning   Systems,   Inc.  (f/k/a  VLS  Mergeco,   Inc.),  a  Pennsylvania
corporation ("VLS"), and Homer H. Hewitt (the "EMPLOYEE").

                                   RECITALS:

      A.    VLS is in the employee  training and educational  services and human
resource consulting business;

      B.    VLS is the  surviving  corporation  of a merger  with  VideoLearning
Systems,  Inc. (the  "TARGET"),  pursuant to that certain  Agreement and Plan of
Reorganization dated as of January 1, 2001 (the "MERGER AGREEMENT");

      C.    VLS is the wholly-owned subsidiary of LearnCom.

      D.    Employee has been an employee of Target for several years;

      E.    LearnCom and VLS  (collectively  and  individually,  the  "COMPANY")
desire to continue to employ the Employee and Employee desires to continue to be
employed  by  the  Company,  subject  to the  terms,  conditions  and  covenants
hereinafter set forth;

      F.    As a condition to  consummating  the  transactions  under the Merger
Agreement,  and the Company  employing the Employee,  Employee has agreed not to
divulge to the public the Company's confidential information, not to solicit the
Company's  vendors,  customers or employees and not to compete with the Company,
all upon the terms and conditions hereinafter set forth.

      NOW,  THEREFORE,  in  consideration  of the foregoing and the  agreements,
covenants and conditions  set forth herein,  the Employee and the Company hereby
agree as follows:


                                    ARTICLE I

                                   EMPLOYMENT

      1.1   EMPLOYMENT.  The Company hereby employs, engages and hires Employee,
and Employee hereby accepts employment,  upon the terms and conditions set forth
in this Agreement. The Employee shall serve as the President and Chief Executive
Officer  of VLS.  The  Employee  shall  have and fully  perform  the  duties and
responsibilities  as may be,  from  time to  time,  specified  by the  Board  of
Directors  of VLS  consistent  with the  position  referred to in the  preceding
sentence.

      1.2   ACTIVITIES  AND DUTIES DURING  EMPLOYMENT.  Employee  represents and
warrants to the Company  that  Employee  is free to accept  employment  with the
Company and that Employee has no

<PAGE>


prior or other commitments or obligations of any kind to anyone else which would
hinder or interfere with the acceptance of the obligations under this Agreement.


                                   ARTICLE II

                                      TERM

      2.1   TERM. The term of employment  under this Agreement shall be five (5)
years, commencing on the date of the Agreement (the "EMPLOYMENT TERM").

      2.2   TERMINATION.  The Employment  Term and employment of Employee may be
terminated as follows:

            (a)   By the Company immediately for Cause, by giving written notice
      thereof to the Employee,  specifying  in  reasonable  detail the basis for
      such Cause.  For the  purpose of this  Agreement,  "CAUSE"  shall mean (i)
      conduct  amounting  to  fraud,  embezzlement,  or  illegal  misconduct  in
      connection  with  Employee's  duties  under  this  Agreement;  or (ii) the
      conviction  of  Employee  by a court  of  proper  jurisdiction  of (or his
      written,   voluntary  and  freely  given  confession  to)  a  crime  which
      constitutes  a felony  (other than a traffic  violation)  or an indictment
      that results in material  injury to the Company's  property,  operation or
      reputation.

            (b)   Automatically,  without the action of either  party,  upon the
      death of Employee.

            (c)   By either party upon the Total Disability of the Employee. The
      Employee  shall be considered to have a Total  Disability  for purposes of
      this  Agreement  if he is unable,  by reason of accident  or  illness,  to
      substantially perform his employment duties, and is expected to be in such
      condition for periods totaling six (6) months (whether or not consecutive)
      during any period of twelve (12) months.  The  determination  of whether a
      Total  Disability  has occurred shall be based on the  determination  of a
      physician  mutually  acceptable to the Company and the  Employee.  Nothing
      herein shall limit the  Employee's  right to receive any payments to which
      Employee may be entitled under any disability or employee  benefit plan of
      the Company or under any disability or insurance policy or plan.  During a
      period of Total  Disability,  Employee  shall continue to receive his full
      compensation   (including   base   salary   and   bonus)   and   benefits,
      notwithstanding any termination of employment hereunder.

            (d)   By the Employee at any time after the  occurrence  of an event
      constituting  Good  Reason,  by  giving  written  notice  to  the  Company
      specifying  in  reasonable  detail the basis for such Good  Reason.  "GOOD
      REASON"  shall  mean  the  occurrence  of  any of the  following  and  the
      continuation  thereof  without cure for fifteen (15)  business  days after
      Employee shall have given written  notice thereof to LearnCom,  specifying
      in reasonable detail the basis for such Good Reason:

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<PAGE>


                  (i)   During the first three years of the Employment Term, the

            removal  of the  Employee  from the  office of  President  and Chief
            Executive  Officer of the  Company or a  material  reduction  by the
            Company  of the  Employee's  official  responsibilities,  authority,
            status or working conditions;

                  (ii)  During  the  first  two  years of the  Employment  Term,
            Working  Capital (as defined herein) of VLS shall not at any time be
            less than $125,000.  For purposes of this section,  Working  Capital
            shall  mean  Current   Assets  (as  defined   herein)  less  Current
            Liabilities (as defined  herein).  Current Assets shall mean the sum
            of Cash In Bank plus Accounts Receivable-Trade.  Current Liabilities
            shall mean the sum of Accounts  Payable-Trade plus Accrued Royalties
            plus Accrued  Expenses plus Royalties  Payable plus IRA Withholdings
            plus Sales Taxes Payable plus Unearned Sales Income.  As an example,
            as of  December  31,  2000,  (subject to  mutually  agreed  12-31-00
            adjustments) the Working Capital is as follows:


                       Cash in Bank                         $ 152,133
                       Accounts Receivable-Trade              377,044
                       Accounts Payable-Trade                (179,498)
                       Accrued Payroll                        (28,780)
                       Accrued Expenses                      (158,939)
                       Royalties Payable                      (16,261)
                       IRA Withholding                         (1,217)
                       IRA Matching                            (5,499)
                       Sales Taxes Payable                     (1,262)
                       Unearned Sales Income                  (12,721)
                                                            ---------
                                                            $ 125,000
                                                            =========

      2.3   CESSATION OF RIGHTS AND OBLIGATIONS: SURVIVAL OF CERTAIN PROVISIONS.
On the date of expiration or earlier  termination of the Employment Term for any
reason, all of the respective rights,  duties,  obligations and covenants of the
parties, as set forth herein,  shall, except as specifically  provided herein to
the  contrary,  cease and become of no further force or effect as of the date of
said termination, and shall only survive as expressly provided for herein.

      2.4   CESSATION  OF  COMPENSATION.  Upon  the  termination  of  Employee's
employment hereunder pursuant to SECTION 2.2, in lieu of any severance under any
severance  plan that the  Company  may then have in effect,  and  subject to the
receipt by the Company of (i) a full and unconditional  release from Employee of
any claim or liability  owed to him arising from  Employee's  employment  by the
Company,  and (ii) any amounts  owed by the  Employee  to the Company  under any
contract,  agreement or loan  document  entered into after the date hereof which
relates solely to his employment  with the Company  (including,  but not limited
to, loans made by the Company to the

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<PAGE>


Employee),  the Company  shall pay to the  Employee,  and the Employee  shall be
entitled to receive, the following amounts:

            (a)   VOLUNTARY  TERMINATION/CAUSE.  Upon (i)  Employee's  voluntary
      resignation  in breach of this  Agreement,  or (ii) a  termination  of the
      Employment  Term for  Cause by the  Company,  the  Company  shall  pay the
      Employee  his Base Salary and expense  reimbursements  solely  through the
      date of termination. All such amounts shall be paid in accordance with the
      general payroll  practices of the Company,  but in any event within thirty
      (30) days after such termination of the Employee's employment.

            (b)   DEATH/EXPIRATION   OF  TERM.   Upon  the  termination  of  the
      Employment Term by (i) reason of Employee's  death, or (ii) the expiration
      of the  Employment  Term,  the Company  shall pay the Employee (or, in the
      case of  death,  his  estate)  (1) his  Base  Salary  through  the date of
      termination, and (2) expense reimbursement.

            (c)   TOTAL  DISABILITY.  Upon termination of the Employment Term by
      reason of a Total  Disability,  the Company shall pay the Employee (i) his
      Base Salary for the remainder of the Employment Term, payable in intervals
      in accordance with the general payroll practices of the Company,  and (ii)
      his expense  reimbursements,  and provide to him the employee benefits (or
      the substantial  equivalent thereof) which would have been provided if his
      employment had not been terminated.

            (d)   TERMINATION  BY THE COMPANY  WITHOUT  CAUSE OR BY THE EMPLOYEE
      FOR GOOD REASON.  Upon  termination  of the  Employee's  employment by the
      Company  without  Cause or by the Employee  for Good  Reason,  the Company
      shall pay the  Employee,  within  thirty  (30) days after the date of such
      termination of his employment,  an amount equal to the aggregate amount of
      Base  Salary  which  would have been paid to him  pursuant  to Article III
      during the remainder of the  Employment  Term if such  employment  had not
      terminated, plus his expense reimbursements.  If the Employee's employment
      shall have been  terminated by the Company without Cause in breach of this
      Agreement, the Employee's right to receive the amount provided for in this
      clause  (d)  shall be his sole and  exclusive  remedy in  respect  of such
      breach.

      The amounts provided for in this Section 2.4 shall be paid to the Employee
      without  offset or deduction by reason of other  earnings of the Employee,
      and the Employee  shall have no  obligation  to seek other  employment  or
      otherwise to mitigate the  Company's  costs,  expenses,  loss or damage by
      reason of the termination of the Employee's employment.

      2.5   BUSINESS EXPENSES.

            (a)   REIMBURSEMENT.  The Company  shall  reimburse the Employee for
      all reasonable,  ordinary, and necessary business expenses incurred by him
      in connection with the performance of his duties hereunder, including, but
      not limited to, ordinary and necessary

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<PAGE>


      travel expenses and entertainment  expenses. The reimbursement of business
      expenses  will be governed by the  policies  for the Company and the terms
      otherwise set forth herein.

            (b)   ACCOUNTING.  The  Employee  shall  provide the Company with an
      accounting of his expenses,  which  accounting shall clearly reflect which
      expenses were incurred for proper business purposes in accordance with the
      policies  adopted by the Company  and, as such,  are  reimbursable  by the
      Company. The Employee shall provide the Company with such other supporting
      documentation and other  substantiation  of reimbursable  expenses as will
      conform  to  Internal  Revenue  Service  or other  requirements.  All such
      reimbursements  shall be payable by the Company to the  Employee  within a
      reasonable time after receipt by the Company of appropriate  documentation
      therefor.

      2.6   LEGAL  FEES.  The  Company  shall  reimburse  the  Employee  for all
reasonable  costs and expenses,  including  but not limited to attorney's  fees,
incurred by the Employee in connection  with the  enforcement of the obligations
of the Company under this Agreement.


                                   ARTICLE III

                            COMPENSATION AND BENEFITS

      3.1   COMPENSATION.

            (a)   BASE SALARY. During Employee's  employment,  the Company shall
      pay  Employee a base  salary  ("BASE  SALARY") of Sixty  Thousand  Dollars
      ($60,000)  per year for the first  three  years,  and Thirty Six  Thousand
      Dollars ($36,000) for the fourth and fifth years of the Employment Term.

            (b)   BONUS. The Company may, in addition to Employee's Base Salary,
      pay Employee bonuses as the Company, in its sole discretion, may from time
      to time decide.

      3.2   PAYMENT.   All  compensation   shall  be  payable  in  intervals  in
accordance  with the  general  payroll  payment  practice  of the  Company.  The
compensation shall be subject to such withholdings and deductions by the Company
as are required by law.

      3.3   OTHER  BENEFITS.  Employee  shall be entitled to  participate in any
retirement,  pension,  profit-sharing,  stock  option,  health plan,  insurance,
disability income,  incentive compensation and welfare or any other benefit plan
or plans of LearnCom  or any of its  Affiliates  (as defined in SECTION  4.5) in
which other senior executives of LearnCom or any of its Affiliates generally are
entitled  to  participate,  now or  hereafter  in  effect.  Notwithstanding  the
forgoing,  VLS  shall  be under no  obligation  to  institute  or  continue  the
existence of any such benefit plan.

      3.4   VACATION.  Employee shall be entitled to non-accruing  paid vacation
as the  Employee  and  the  Company  agree  in each  calendar  year  during  the
Employment Term.

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<PAGE>


                                   ARTICLE IV

                        CONFIDENTIALITY, NON-SOLICITATION
                            AND NON-COMPETE AGREEMENT

      4.1   NON-DISCLOSURE   OF   CONFIDENTIAL   INFORMATION.   Employee  hereby
acknowledges and agrees that the duties and services to be performed by Employee
under  this  Agreement  are  special  and  unique and that as of a result of the
employment  hereunder,  Employee will acquire,  develop and use information of a
special and unique nature and value that is not generally known to the public or
to the Company's industry, including, but not limited to, certain records, phone
locations,  documentation,  software programs,  price lists, contract prices for
purchase  and  sale  of  telephone  access  and  telephone  services,  equipment
configurations,  business  plans,  ledgers  and  general  information,  employee
records,  mailing lists, accounts receivable and payable ledgers,  financial and
other records of the Company or its  Affiliates,  and other similar matters (all
such information being hereinafter  referred to as "CONFIDENTIAL  INFORMATION").
Employee further acknowledges and agrees that the Confidential Information is of
great value to the  Company and its  Affiliates  and that the  restrictions  and
agreements  contained in this Agreement are reasonably  necessary to protect the
Confidential Information and the goodwill of the Company. Accordingly,  Employee
hereby agrees that:

            (a)   Employee  will not,  while  employed  by the Company or at any
      time  thereafter,  directly  or  indirectly,  except  in  connection  with
      Employee's performance of the duties under this Agreement, or as otherwise
      authorized  in  writing by the  Company  for the  benefit of the  Company,
      divulge to any person,  firm,  corporation,  limited liability company, or
      organization,  other than the Company  (hereinafter  referred to as "THIRD
      PARTIES"),  or use or cause or  authorize  any Third  Parties to use,  the
      Confidential Information, except as required by law; and

            (b)   Upon the  termination of Employee's  employment for any reason
      whatsoever, Employee shall deliver or cause to be delivered to the Company
      any and  all  Confidential  Information,  including  drawings,  notebooks,
      notes, records,  keys, data and other documents and materials belonging to
      the  Company or its  Affiliates  which is in his  possession  or under his
      control  relating  to the  Company or its  Affiliates,  regardless  of the
      medium upon which it is stored,  and will deliver to the Company upon such
      termination  of  employment  any  other  property  of the  Company  or its
      Affiliates which is in his possession or control.

      4.2   NON-SOLICITATION COVENANT. Employee hereby covenants and agrees that
while  employed by the Company  and for a period of one (1) year  following  the
termination of Employee's  employment with the Company for any reason,  Employee
shall not (i) directly or  indirectly,  contact,  solicit,  interfere  with,  or
endeavor  to entice away from the Company or its  Affiliates  any person,  firm,
corporation,  limited  liability  company or other entity that was a customer of
the  Company at any time while  Employee  was an  employee of the Company or its
Affiliates or who is a

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<PAGE>


"PROSPECTIVE  VENDOR OR  CUSTOMER"of  the Company,  or (ii)  induce,  attempt to
induce or hire any employee  (or any person who was an employee  during the year
preceding  the date of any  solicitation)  of the Company or its  Affiliates  to
leave the employ of the Company or its Affiliates,  or in any way interfere with
the  relationship  between any such employee and the Company or its  Affiliates.
For purposes hereof,  "PROSPECTIVE  VENDOR OR CUSTOMER" shall mean any person or
entity which has been solicited for business by Employee or any officer or other
employee of the Company at any time during Employee's employment.

      4.3   NON-COMPETITION  COVENANT.  Employee acknowledges that the covenants
set forth in this  SECTION  4.3 are  reasonable  in scope and  essential  to the
preservation of the Business of the Company (as defined  herein).  Employee also
acknowledges  that the enforcement of the covenant set forth in this SECTION 4.3
will not preclude  Employee from being gainfully  employed in such manner and to
the extent as to provide a standard  of living for  himself,  the members of his
family and the others  dependent  upon him of at least the level to which he and
they have become accustomed and may expect. In addition,  Employee  acknowledges
that the Company  and its  Affiliates  have  obtained  an  advantage  over their
competitors  as a  result  of  their  name,  location  and  reputation  that  is
characterized  by  near  permanent   relationships   with  vendors,   customers,
principals  and other  contacts  which  they have  developed  at great  expense.
Furthermore,  Employee  acknowledges  that  competition  by  him  following  the
termination  or expiration of his  employment  would impair the operation of the
Company and its Affiliates beyond that which would arise from the competition of
an unrelated  third party with similar  skills.  Employee  hereby agrees that he
shall not, during his employment and for a period of two (2) years after the end
of his  employment,  directly  or  indirectly,  engage in or become  directly or
indirectly interested in any proprietorship,  partnership, firm, trust, company,
limited  liability  company  or other  entity,  other  than the  Company  or its
Affiliates  (whether  as  owner,  partner,  trustee,  beneficiary,  stockholder,
member, officer,  director,  employee,  independent contractor,  agent, servant,
consultant,  lessor,  lessee or otherwise) that competes with the Company or its
Affiliates  in the  Business  of the  Company in the  Restricted  Territory  (as
defined  herein),  other than an  interest in a company  listed on a  recognized
stock  exchange  in an amount  which does not exceed  five  percent  (5%) of the
outstanding stock of such corporation.  For purposes of this Agreement,  (i) the
term  "BUSINESS  OF THE  COMPANY"  shall  include all  business  activities  and
ventures related to providing  employee training and educational  services,  and
human  resources   consulting  services  related  thereto;  and  (ii)  the  term
"RESTRICTED  TERRITORY"  means the  geographical  area  consisting of the United
States of America,  it being  acknowledged  by Employee that the business of the
Company and its Affiliates is not  restricted by  geographical  boundaries.  The
terms of this Article IV shall  survive any  termination  or  expiration of this
Agreement.

      4.4   REMEDIES.

            (a)   INJUNCTIVE RELIEF.  Employee expressly acknowledges and agrees
      that  the  Business  of the  Company  is  highly  competitive  and  that a
      violation of any of the provisions of SECTIONS 4.1, 4.2 OR 4.3 would cause
      immediate  and  irreparable  harm,  loss and damage to the Company and its
      Affiliates  not  adequately  compensable  by a  monetary  award.  Employee
      further  acknowledges  and agrees that the time  periods  and  territorial
      areas provided for

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<PAGE>


      herein are the minimum necessary to adequately protect the Business of the
      Company, the enjoyment of the Confidential Information and the goodwill of
      the Company and its Affiliates. Without limiting any of the other remedies
      available to the Company at law or in equity,  or the  Company's  right or
      ability to  collect  money  damages,  Employee  agrees  that any actual or
      threatened  violation of any of the provisions of SECTIONS 4.1, 4.2 OR 4.3
      may be  immediately  restrained  or  enjoined  by any  court of  competent
      jurisdiction,  and  that  a  temporary  restraining  order  or  emergency,
      preliminary  or final  injunction  may be issued in any court of competent
      jurisdiction, without notice and without bond. Notwithstanding anything to
      the contrary  contained in this Agreement,  the provisions of this Section
      shall survive the termination of Employee's employment.

            (b)   ENFORCEMENT.  It  is  the  desire  of  the  parties  that  the
      provisions of SECTIONS  4.1, 4.2 OR 4.3 be enforced to the fullest  extent
      permissible  under the laws and public  policies in each  jurisdiction  in
      which enforcement might be sought.  Accordingly, if any particular portion
      of  SECTIONS  4.1,  4.2 OR 4.3 shall  ever be  adjudicated  as  invalid or
      unenforceable,  or if the application thereof to any party or circumstance
      shall be  adjudicated  to be prohibited by or  invalidated by such laws or
      public  policies,  such section or sections shall be (i) deemed amended to
      delete  therefrom  such  portions  so  adjudicated  or  (ii)  modified  as
      determined appropriate by such a court, such deletions or modifications to
      apply only with  respect to the  operation  of such section or sections in
      the particular  jurisdictions so adjudicating on the parties and under the
      circumstances as to which so adjudicated.

            (c)   LEGAL FEES. The Employee  shall  reimburse the Company for all
      reasonable  costs and expenses,  including,  but not limited to attorney's
      fees,  incurred by the Company in connection  with the  enforcement of the
      Employee's obligations under this Article IV.

      4.5   AFFILIATES.  All  references to the Company in this Article IV shall
include "AFFILIATES" of the Company, as that term is construed under Rule 405 of
the Securities Act of 1933, as amended.


                                    ARTICLE V

                                  MISCELLANEOUS

      5.1   NOTICES. All notices or other  communications  required or permitted
hereunder shall be in writing and shall be deemed given,  delivered and received
(a) when delivered,  if delivered personally,  (b) four days after mailing, when
sent by  registered  or certified  mail,  return  receipt  requested and postage
prepaid, (c) one business day after delivery to a private courier service,  when
delivered to a private courier service providing  documented  overnight service,
and (d) on the date of delivery if  delivered by  telecopy,  receipt  confirmed,
provided  that a  confirmation  copy is sent on the next  business  day by first
class mail, postage prepaid, in each case addressed as follows:

            (a)   To Employee at his home address.

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<PAGE>


            (b)      To Company at:            LearnCom, Inc.
                                               720 Industrial Drive
                                               Bensenville, IL  60106
                                               Ph:    (630) 227-1080
                                               Fax:   (630) 238-9088

            (c)      With a copy to:           Shefsky & Froelich Ltd.
                                               444 North Michigan Avenue
                                               Suite 2500
                                               Chicago, IL  60611
                                               Attn.: Mitchell D. Goldsmith
                                               Ph:    (312) 836-4006
                                               Fax:   (312) 527-3194

Any party may change its address for  purposes of this  paragraph  by giving the
other party written notice of the new address in the manner set forth above.

      5.2   ENTIRE  AGREEMENT;  AMENDMENTS,  ETC.  This  Agreement  contains the
entire  agreement and  understanding  of the parties hereto,  and supersedes all
prior  agreements  and  understandings  relating to the subject  matter  hereof.
Except as provided in SECTION  4.4(B),  no  modification,  amendment,  waiver or
alteration of this  Agreement or any provision or term hereof shall in any event
be  effective  unless the same shall be in  writing,  executed  by both  parties
hereto, and any waiver so given shall be effective only in the specific instance
and for the specific purpose for which given.

      5.3   BENEFIT.  This  Agreement  shall be binding  upon,  and inure to the
benefit  of,  and  shall  be  enforceable  by,  the  heirs,  successors,   legal
representatives   and  permitted  assignees  of  Employee  and  the  successors,
assignees  and  transferees  of the  Company.  This  Agreement  or any  right or
interest  hereunder  may not be assigned by Employee  without the prior  written
consent of the Company.

      5.4   NO WAIVER.  No  failure or delay on the part of any party  hereto in
exercising any right, power or remedy hereunder or pursuant hereto shall operate
as a waiver thereof; nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further  exercise  thereof or the exercise
of any other right, power or remedy hereunder or pursuant thereto.

      5.5   SEVERABILITY.  Wherever  possible,  each provision of this Agreement
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable law but, if any provision of this Agreement shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provision or the  remaining  provisions  of this  Agreement.  If any part of any
covenant or other provision in this Agreement is determined by a court of law to
be overly broad thereby  making the covenant  unenforceable,  the parties hereto
agree,  and it is their  desire,  that the court shall  substitute  a judicially
enforceable  limitation in its place, and that as so modified the covenant shall
be binding upon the parties as if originally set forth herein.

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<PAGE>


      5.6   COMPLIANCE AND HEADINGS.  Time is of the essence of this  Agreement.
The headings in this Agreement are intended to be for  convenience and reference
only,  and shall not  define or limit the scope,  extent or intent or  otherwise
affect the meaning of any portion hereof.

      5.7   GOVERNING  LAW.  The  parties  agree  that this  Agreement  shall be
governed by,  interpreted and construed in accordance with the laws of the State
of Pennsylvania,  and the parties agree that any suit, action or proceeding with
respect to this Agreement shall be brought in the courts of Montgomery County in
the State of Pennsylvania or in the U.S. District Court for the Eastern District
of Pennsylvania.  The parties hereto hereby accept the exclusive jurisdiction of
those courts for the purpose of any such suit,  action or proceeding.  Venue for
any such action,  in addition to any other venue  permitted by statute,  will be
Montgomery County, Pennsylvania.

      5.8   COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or  more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument.

      5.9   RECITALS.  The Recitals set forth above are hereby  incorporated  in
and made a part of this Agreement by this reference.

      5.10  RIGHTS AND  OBLIGATIONS  OF THE  COMPANY.  The rights  hereunder  of
LearnCom or VLS may be enforced by either of them,  and the  obligations  of the
Company  hereunder  shall be the joint and several  obligations  of LearnCom and
VLS.  Any  consent,  waiver or  agreemetn  of LearnCom  or VLS  relating to this
Agreement or the subject  matter  thereof  shall be binding on the other of such
parties.

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<PAGE>


      IN WITNESS  WHEREOF,  each of the parties hereto has caused this Agreement
to be executed and delivered as of the day and year first above written.

                                       LEARNCOM, INC.


                                       By:   /s/ Lloyd Singer
                                          --------------------------------------
                                       Its:   President
                                           -------------------------------------


                                       VIDEOLEARNING SYSTEMS, INC.
                                       (f/k/a VLS Mergeco, Inc.)


                                       By:   /s/ Homer H. Hewitt
                                          --------------------------------------
                                       Its:   President
                                           -------------------------------------


                                       EMPLOYEE:


                                          /s/ Homer H. Hewitt
                                       -----------------------------------------
                                       HOMER H. HEWITT

                                       Address: 50 Woodside Avenue, #15
                                                Ardmore, PA 19003

                                       11