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                                                                   EXHIBIT 10(n)

May 20, 1997


Mr. Richard Olson, President
Chief Executive Officer
Communications World International, Inc.
6025 South Quebec Street, Suite 300
Englewood, CO 80111

Dear Mr. Olson:

     THIS AGREEMENT (the "AGREEMENT") effective May 20, 1997 between
Communications World International, Inc. ("CWI") and M.H. Meyerson & Co., Inc.
("MEYERSON").

     In consideration of the mutual covenants contained herein and intending to
be legally bound thereby, CWI and MEYERSON hereby agree as follows:

     1.   MEYERSON will perform investment banking services for CWI on the terms
          set forth below for a period of five years from the date hereof.  Such
          services will be performed on a best efforts basis and will include,
          without limitation, assistance to CWI in mergers, acquisitions and
          internal capital structuring and the placement of new debt and equity
          issues of CWI, all with the objective of accomplishing CWI's business
          and financial goals.  In each instance, MEYERSON shall endeavor,
          subject to market conditions, to assist CWI identifying corporate
          candidates for mergers and acquisitions and sources of private and
          institutional funds; to provide planning, structuring, strategic and
          other advisory services to CWI; and to assist in negotiations on
          behalf of CWI.  In the event that MEYERSON serves as an underwriter of
          a public offering of CWI's securities completed within one year from
          the date hereof, CWI will grant Meyerson a right of first refusal for
          a period of two years thereafter to act as underwriter for public
          offerings of CWI's securities.  In each instance, MEYERSON will render
          such services as to which CWI and MEYERSON  mutually agree and
          MEYERSON will exert its best efforts to accomplish the goals agreed to
          by MEYERSON and CWI.

     2.   In connection with the performance of this AGREEMENT, MEYERSON and CWI
          shall comply with all applicable laws and regulations, including,
          without limitation, those of the National Association of Securities
          Dealers, Inc. and the Securities and Exchange Commission.

     3.   In consideration of the services previously rendered and to be
          rendered by MEYERSON hereunder, MEYERSON is hereby granted Warrants to
          purchase, at a price of $1.20 per share, a total of 175,000 shares of
          Common Stock of CWI, and piggy back registration rights as set forth
          in paragraph 5 below.  Subject to vesting, the Warrants ("MEYERSON
          Warrants") may be exercised at any time from May 20, 1997 to and
          including May 20, 2002.  The MEYERSON Warrants shall vest and become
          irrevocable as follows:  75,000 Warrants upon the signing of this
          AGREEMENT, 50,000 Warrants 180 days after the signing of this
          AGREEMENT, and an additional 50,000 Warrants 365 days after the

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          signing of this AGREEMENT.  Provided that no Warrants may be exercised
          until CWI shareholders approve an increase to the number of authorized
          shares to a minimum of 3,000,000 shares.

     4.   If CWI should, at any time, or from time to time hereafter, effect a
          stock split, a reverse stock split, or a recapitalization, the terms
          of the MEYERSON Warrants shall be proportionately adjusted to prevent
          the dilution or enlargement of the rights of the holders.

     5.   If CWI during the period from May 20, 1997 to May 20, 2002, files a
          Registration Statement covering the sale of any of CWI's common stock,
          then CWI, on each such occasion, at the request of the holders of at
          least 51% of the shares and warrants constituting the MEYERSON EQUITY,
          shall include in any such Registration Statement, at CWI's expense,
          the MEYERSON SHARES, provided that, if the sale of securities by CWI
          is being made through an underwriter and the underwriter objects to
          inclusion of the MEYERSON SHARES in the Registration Statement, the
          MEYERSON SHARES shall not be so included in the Registration Statement
          or in any registration statement filed within 90 days after the
          effective date of the underwritten Registration Statement.

     6.   The obligation of CWI to register the MEYERSON SHARES, including the
          shares issuable upon exercise of the MEYERSON Warrants, pursuant to
          the demand or the piggy back registration rights set forth in
          paragraph 5, above, shall be without regard to whether the MEYERSON
          Warrants have been or will be exercised.

     7.   CWI agrees that, for a period of two (2) years from the date of this
          AGREEMENT, CWI will not utilize the registration exemption set forth
          in Regulation S under the ACT with a holding period of less than 1
          year, nor issue any security under an S-8 to any Financial Consultant
          without the consent of MEYERSON, which consent will not be
          unreasonably withheld.

     8.   This AGREEMENT constitutes the entire Warrant Agreement between the
          parties and when a copy hereof is presented to CWI's transfer agent,
          together with a certified check in the proper amount and a request
          that all or part of the MEYERSON Warrant be exercised, the
          certificates for the appropriate number of shares of Common Stock
          shall be promptly issued.

     9.   Upon the execution of this AGREEMENT, CWI shall include in their next
          annual report and filings the highlights and terms of this investment
          banking AGREEMENT.

     10.  Upon the signing of this AGREEMENT, CWI shall pay MEYERSON $5,000.00
          as a non-accountable and non-refundable expense allowance for due
          diligence and general compliance review.  MEYERSON shall be entitled
          to additional compensation, to be negotiated between MEYERSON and CWI,
          arising out of any transactions that are proposed or executed by
          MEYERSON and consummated by CWI, or are executed by MEYERSON at CWI's
          request, during the term of this AGREEMENT to the extent that such
          compensation is normal and ordinary for such transactions.  In
          addition, MEYERSON shall be reimbursed by CWI for any reasonable out-
          of-pocket expenses that MEYERSON may incur in connection with
          rendering any service to or on behalf of MEYERSON that is approved, in
          writing, in advance by CWI's Chief Executive Officer.

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     11.  CWI agrees to indemnify and hold MEYERSON and its directors, officers
          and employees harmless from and against any and all losses, claims,
          damages, liabilities, costs or expenses arising out of any action or
          cause of action brought against MEYERSON in connection with its
          rendering services under this AGREEMENT except for any losses, claims,
          damages, liabilities, costs or expenses resulting from any violation
          by MEYERSON of applicable laws and regulations including, without
          limitation, those of the National Association of Securities Dealers,
          Inc. and the Securities and Exchange Commission or any state
          securities commission or from any act of MEYERSON involving willful
          misconduct and except that CWI shall not be liable for any amount paid
          in settlement of any claim that is settled without its prior written
          consent.

     12.  MEYERSON agrees to indemnify and hold CWI and its directors, officers
          and employees harmless from and against any and all losses, claims,
          damages, liabilities, costs or expenses resulting from any violation
          by MEYERSON of applicable laws and regulations including, without
          limitation, those of the National Association of Securities Dealers,
          Inc., the Securities and Exchange Commission and any state securities
          commission or from any act of MEYERSON involving willful misconduct.

     13.  Within 90 days of the date of this AGREEMENT, a representative of
          MEYERSON will visit the corporate headquarters of CWI.  CWI will
          submit to MEYERSON a current business plan setting forth how CWI plans
          to proceed over the next two (2) years.

     14.  Nothing contained in this AGREEMENT shall be construed to constitute
          MEYERSON as a partner, employee, or agent of CWI; nor shall either
          party have any authority to bind the other in any respect, it being
          intended that MEYERSON is, and shall remain an independent contractor.

     15.  This AGREEMENT may not be assigned by either party hereto, shall be
          interpreted in accordance with the laws of the State of New Jersey,
          and shall be binding upon the successors of the parties.  Either party
          may terminate this investment banking contract at any time, however,
          legally vested Warrants will remain with MEYERSON.

     16.  If any paragraph, sentence, clause or phrase of this AGREEMENT is for
          any reason declared to be illegal, invalid, unconstitutional, void or
          unenforceable, all other paragraphs, sentences, clauses or phrases
          hereof not so held shall be and remain in full force and effect.

     17.  None of the terms of this AGREEMENT shall be deemed to be waived or
          modified except by an express agreement in writing signed by the party
          against whom enforcement of such waiver or modification is sought.
          The failure of either party at any time to require performance by the
          other party of any provision hereof shall, in no way, affect the full
          right to require such performance at any time thereafter.  Nor shall
          the waiver by either party of a breach of any provision hereof be
          taken or held to be a waiver of any succeeding breach of such
          provision or as a waiver of the provision itself.

     18.  Any dispute, claim or controversy arising out of or relating to this
          AGREEMENT, or the breach thereof, shall be settled by arbitration in
          Jersey City, New Jersey, in accordance with the Commercial Arbitration
          Rules of the American Arbitration Association.  The parties hereto
          agree that they will abide by and perform any award rendered by the
          arbitrator(s) and that judgement upon any such award may be entered in
          any Court, state or federal, having jurisdiction over the party
          against whom the judgement is being 

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          entered. Any arbitration demand, summons, complaint, other process,
          notice of motion, or other application to an arbitration panel, Court
          or Judge, and any arbitration award or judgement may be served upon
          any party hereto by registered or certified mail, or by personal
          service, provided a reasonable time for appearance or answer is
          allowed.

     19.  For purposes of compliance with laws pertaining to potential inside
          information being distributed unauthorized to anyone, all
          communications regarding CWI's confidential information should only be
          directed to Martin H. Meyerson, Chairman, Michael Silvestri, President
          or Linda Antosiewicz, Senior Vice President, Compliance.  If
          information is being faxed, our confidential compliance fax number is
          (201) 459-9534 for communications use.

     IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of
the day and year set forth above.

M.H. MEYERSON & CO., INC.            COMMUNICATIONS WORLD INTERNATIONAL, INC.



By:____________________________      By:_________________________________
  Michael Silvestri                     Richard Olson, President
  President                             Chief Executive Officer

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