EXHIBIT 10.51

                         LICENSE AND SERVICES AGREEMENT

     This  agreement  (the   "Agreement")  is  made  and  entered  into  between
Educational Video Conferencing,  Inc.,  ("EVCINC"),  35 East Grassy Sprain Road,
Suite 200, Yonkers, New York, 10710, and Learningforce,  Inc. ("Learningforce"),
4455  Connecticut  Avenue,  NW,  Washington,   D.C.  20008,   (collectively  the
"Parties")

     WHEREAS,  EVCINC is in the  business of  marketing  educational  courses to
adult learners and,  therefore,  requires an  educational-oriented  tracking and
data management system; and,

     WHEREAS,  Learningforce has, over the course of a decade, already developed
and refined an extensive educational data management system; and

     WHEREAS,  EVCINC has the need to assist  potential  customers  in  choosing
among its course and/or degree offerings; and

     WHEREAS,  Learningforce  has  developed  a  proprietary,   computer-driven,
academic  advising and admissions  process for adult  learners which  integrates
seamlessly with its data management system;

     NOW, THEREFORE, the Parties do hereby agree as follows:

I.   LICENSE

     A. Use of Software.  This  Agreement  shall  provide to EVCINC an exclusive
limited license  ("License") to utilize any and all educational  data management
and college advising-related software developed by Learningforce,  including any
and all software  code  developed  for use on the  world-wide  Internet web (the
"Software").  Learningforce  will insure the  compatibility and transfer of data
between EVCINC corporate  offices and any other outsourced  support operation at
the  request  of  EVCINC.   Exclusive   limited  license  shall  be  defined  as
Learningforce  granting  the  rights to EVCINC to use its  software  to  support
EVCINC's  enrollment  and  academic  advising  systems  or for any other  reason
related  to  enrolling  students  in  EVCINC's  educational  courses.   Further,
Exclusive  Limited License shall mean that  Learningforce may not license or use
the  software  for any  company  or  entity in direct  competition  with  EVCINC
according to EVCINC's definition of "Direct Competitor" without EVCINC's written
permission.

     B.  Future  Improvements.  The  License  shall  include  any  enhancements,
improvements, or additional capabilities developed by Learningforce at any time,
for any reason,  and for any client,  throughout  the  effective  period of this
Agreement,  except in such cases as Learningforce is contractually  obligated to
restrict usage of software developed exclusively for the use of a single client.

     C.  No  License  to  Competitive   Parties.   Except  for   Learningforce's
unrestricted  use of the  Software  for its own data  management  and  marketing
purposes and to provide services to Learningforce  clients,  Learningforce  will
not  provide a license for the  Software to any third party which shall  enhance
such party's  capability to compete with EVCINC  without the written  consent

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of EVCINC. While this Agreement is in effect,  Learningforce shall not engage in
any activity  considered in direct competition with EVCINC according to EVCINC's
definition  of "Direct  Competition,"  without  the express  written  consent of
EVCINC.  For the  purposes  of this  agreement,  "Direct  Competition"  shall be
defined as selling  educational  programs of any kind,  through  any  electronic
distance  learning delivery method using  Learningforce  enrollment and advising
service or any other method of placing students with educational providers as to
create direct competition to EVCINC.

II.  Learningforce Services To EVCINC

     Learningforce  shall provide the services listed below (the  "Services") to
EVCINC.  Learningforce  shall commit to meet the timelines desired by EVCINC for
the development of EVCINC-specific  software and for Learningforce's role in the
development of an EVCINC enrollment website.

     A.   Software Customization

          1.  Learningforce  will  customize  the Software.  The Software  shall
include,  but not be limited  to, the  screens  and  scripts  required to create
prospect\customer records, capture information as required by EVCINC, create all
documents to assist academic advisors located at Learningforce and other offices
in a professional  process  focused on enrolling  students in EVCINC classes and
all  related  computer  driven  systems  required  by EVCINC  in the  enrollment
process.  Learningforce  will have the  Software  fully  functional  (subject to
normal operational adjustments),  ready for beta testing and capable of handling
a minimum of 20 complete  degree  programs,  as prioritized  by EVCINC,  to meet
EVCINC's enrollment and academic advisement requirements by the end of the sixth
week following the signing of this  Agreement,  at which time the system will be
fully operational (subject to normal operational  adjustments).  At such time, a
two week beta testing period  ("Initial  Beta Period") will occur,  during which
time  software  corrections  will  be  made as  identified.  Learningforce  will
continue to meet the specific needs of EVCINC by adding EVCINC programs into the
functioning system on a continuing basis beyond the Initial Beta Period. Failure
to meet the above time schedule will be a material  breach of this  agreement by
Learningforce.  Any delay  caused by EVCINC for  approvals  or any other  reason
beyond the  control of  Learningforce  will  adjust the time lines  accordingly.
(note:  at the beginning of the


Initial Beta Period  website  visitors  will,  at a minimum,  be able to see and
choose from the entire list of available  EVCINC degree  programs;  however only
the  prioritized  programs  as  designated  by EVCINC  will be  required to have
advising-level  detail.)  Learningforce  will  provide  the  following  services
throughout the entire process:

                    a. Analysis of EVCINC current system and long-term needs;

                    b. Strategic data management planning;

                    c. Initial and as needed on-going  programming to tailor the
Software to EVCINC  offerings,  corporate  and  consumer  client  bases and data
management structures

                    d. Development of an interface for seamless  electronic data
exchange between Learningforce and EVCINC.

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                    e. Use of the software as part of the EVCINC interactive Web
Site

     B.  Customized  Academic  Advising  Learningforce  will provide  customized
academic  advising to potential  customers of EVCINC,  providing  the  following
services:

          1.  Advisement  of  in-bound   callers   regarding  the  academic
credibility  and  suitability  of  EVCINC  offerings  so as to  maximize  EVCINC
revenue;

          2.  Out-bound  follow-up  calls to  non-responding  leads to determine
their continued interest in EVCINC programs and convert them to customers.

          3.  Enrollment by  Learningforce  advisors of customers  interested in
EVCINC programs.

     C.   Additional Academic Advising

          1. It is further  anticipated that some potential EVCINC customers may
have little or no prior  college  experience,  and/or  considerable  doubt about
their  secondary-level  skills.  In  such  instances,   and  where  appropriate,
Learningforce   shall  encourage   potential   customers  to  enroll  in  EVCINC
video-assisted,  at-home remedial  courses  available  through  Learningforce or
through EVCINC providers through various delivery and program design methods, in
order to increase their opportunity for success in EVCINC college level courses.
Learningforce  shall make best efforts to secure the rights from the appropriate
copyright holders of the programs currently distributed by Learningforce,  to be
offered to and used by EVC  students.  EVC shall set the  market  price of these
courses.  Learningforce will be paid 70% of the current Learningforce  published
price  regardless  of the price EVCINC  charges its students for these  courses.
EVCINC  would be free to charge a surcharge,  for  whatever  amount it considers
appropriate,  at its discretion,  to students taking the Learningforce  remedial
courses.  If courses are offered  through other EVCINC  providers  Learningforce
will  not  be  entitled  to  any   compensation  for  this  service  beyond  the
compensation described as part of the "Service" in this agreement.

     D.   Personalized Learner Educational Website

          1. Learningforce will create a customized online capability for EVCINC
students to track their  progress  toward  degrees,  certificates  and/or  other
educational  credentials  available  through  EVCINC  delivery  mechanisms.  The
website  will be  functional,  ready for beta  testing and capable of handling a
minimum of 20  complete  degree  programs,  as  prioritized  by EVCINC,  to meet
EVCINC's enrollment and academic advisement requirements by the end of the sixth
week following the signing of this  Agreement,  at which time the system will be
fully operational (subject to normal operational  adjustments).  At such time, a
two week beta testing period  ("Initial  Beta Period") will occur,  during which
time  software  corrections  will  be  made as  identified.  Learningforce  will
continue to meet the specific needs of EVCINC by adding EVCINC programs into the
functioning system on a continuing basis beyond the Initial Beta Period. Failure
to meet the above  time  schedule  is a  material  breech of this  agreement  by
Learningforce  Any delay  caused by EVCINC  for  approvals  or any other  reason
beyond the  control of  Learningforce  will  adjust the time lines  accordingly.
(note:  at the beginning of the

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Initial Beta Period  website  visitors  will,  at a minimum,  be able to see and
choose from the entire list of available  EVCINC degree  programs;  however only
the  prioritized  programs  as  designated  by EVCINC  will be  required to have
advising-level detail which will continue to grow during the ongoing Beta period
as stated  above).  The features of this  capability  will  include,  but not be
limited to:

                    a. The ability to view,  on a  course-by-course  basis,  the
precise courses remaining to be completed to earn the desired credential;

                    b. The ability to enroll in  additional  EVCINC  courses via
the website;

                    c. The ability to network with other EVCINC  students around
the nation via a student bulletin board;

                    d. If provided  information by EVCINC, the ability to access
information about their corporate tuition reimbursement policy.

III. TERM

     The term of the  Agreement  (the "Term")  shall be for a period of five (5)
years  from  the date of  signature  of the  Agreement,  subject  to an  earlier
termination under Section VI below.

IV.  Financial Provisions

     A.  License  Fees A license fee of $250,000  ("License  Fee") shall be
earned  over  the  Term of the  Agreement.  In  consideration  for  the  License
provisions  described in Paragraphs  IA-B, such fee will be calculated at a rate
of $50,000 per annum.  Payment of the license fee will be $150,000  upon signing
of this  Agreement,  $50,000  three weeks after the signing of the Agreement and
$50,000  upon the timely  delivery of  functional  Software for the Initial Beta
Period. In the event that the closing of the acquisition of 51% of Learningforce
by EVCINC occurs prior to any of the payments set forth above, then all payments
not yet made shall be made upon closing of such  acquisition.  A working copy of
the software and all upgrades,  will be  immediately  held in escrow as security
for the advanced  payment of the License,  and shall be updated every quarter to
include specific  software code written for EVCINC under this Agreement.  In the
event that Learningforce  commits a material breach of this Agreement,  then any
software code  specifically  written for EVCINC by Learningforce for the purpose
of performing under this Agreement shall become the property of EVCINC.

     B.   Compensation for Learningforce Services

          1.   Cost Reimbursement. EVCINC shall reimburse Learningforce for
costs,  not to exceed a monthly fee of $59,000 which does not include the profit
percentage  described  below,  without  the express  written  consent of EVCINC.
Learningforce  is required to provide the Services  according  to the  following
terms and mechanisms:

               a.   Learningforce shall submit to EVCINC purchase orders for all
start-up  equipment  expenses as approved  by EVCINC  official  representatives.
EVCINC will

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<PAGE>


order  and pay for all  computer  equipment  and  furniture  directly.  Computer
equipment and furniture  purchased under this agreement shall be inventoried and
remain the property of EVCINC.  In the event of  termination,  EVCINC shall have
the right to remove the equipment and furniture and any other items specifically
purchased  by EVCINC and  placed in the  Learningforce  office  for the  express
purpose of supporting Learningforce in its execution and delivery of services to
EVCINC under this agreement.

               b.   EVCINC shall pay all direct costs for services by submitting
invoices  to EVCINC  representatives.  Checks or  electronic  transfers  will be
issued on the 15th and last day of each  month,  except  for  payroll  costs for
EVCINC-approved  personnel,  for which a mechanism  shall be developed to ensure
that  Learningforce  receives such funds prior to the bimonthly  payroll periods
for which such personnel costs must be paid.

                    1)  Prior to incurring an obligation for a cost required for
the performance of the Services, Learningforce shall obtain the written approval
of  EVCINC  to make  such an  expenditure  unless  the  expenditure  is  clearly
identified  as part of the  official  budget.  Any of the  following  line  item
categories, subject to budget approval by EVCINC, shall be considered legitimate
direct costs (not general or administrative costs) expenditures required for the
performance of the Services:

                         i)   Fulfillment,   advising  and  project   management
                              personnel  and  personnel-related   costs  (agency
                              fees,  ad  placements,   payroll  taxes,  approved
                              benefits, etc.)

                         ii)  Training  costs   (detailed  time  charges  to  be
                              provided)

                         iii) Programming  for  database  and  website  software
                              customization   (detailed   time   charges  to  be
                              provided)

                         iv)  Telephone line and time charges

                          v)  New  telephone,  computer  equipment  and required
                              over-the-counter  software  expenditures

                         vi)  New furniture expenditures

                         vii) Rent (pro rata)

                         viii) Postage

                         ix)  Consulting,  legal and accounting fees for reports
                              and  services at EVCINC's  request (not to include
                              legal   and    accounting    fees    expended   by
                              Learningforce  for the purpose of  executing  this
                              Agreement)

                         x)   Travel, as approved by EVCINC.

               2.  Documenting  Costs.  Learningforce  shall document the actual
costs,  without mark-up,  incurred by Learningforce (the "Costs") for line items
approved by EVCINC.  Documented  costs within the approved budgets shall be paid
directly to the vendor or to Learningforce as appropriate.

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<PAGE>



               3. Margin Fee On the 15th day of each  month,  a sum equal to 30%
of the Costs (excluding Costs for capital expenditures)  documented and expended
from the budget during the prior  calendar month ("Margin Fee") shall be paid to
Learningforce  if the  proposed  acquisition  of 51% of  Learningforce  stock is
consummated.  In the event that the acquisition of  Learningforce by EVCINC does
not happen, the margin fee will be 20% of the Costs (excluding Costs for capital
expenditures)  documented and expended from the budget during the prior calendar
month.

               4.  Minimum  Expenditure  EVC  guarantees  to spend a minimum  of
$700,000 in Costs (excluding Costs for capital expenditures) in the first twelve
(12) months from the effective date of the customized  software and commencement
of  customized  service  from  Learningforce  to EVCINC (The  Guarantee  Period)
provided that Learningforce is not in default of any provision of this agreement
and the  acquisition  of 51% of  Learningforce  stock by EVCINC is completed and
closed  before  December 31, 1999.  If the sum of the  documented  costs for the
Guarantee Period does not total $700,000, then EVC shall pay to Learningforce on
the fifteen day of the thirteenth month the difference between the guarantee and
the total Margin Fees paid to  Learningforce  during the Guarantee Period if all
other conditions as described in this agreement are met.

               5.  Revenue to EVCINC In the event EVCINC does not make an equity
investment  in  Learningforce,  EVCINC shall be entitled to a fee of 30 % of all
revenue  generated by Learningforce  for  Learningforce  fee-based  advising and
remediation services ("EVCINC Revenue Share").

               6.  Executive   management   consulting   services   specifically
requested of Michael Falk by EVCINC,  including those services required in order
for Learningforce to meet its obligations under this Agreement shall be provided
by Mr. Falk to  whatever  extent  required as his  obligation  as  president  of
Learningforce in completing the required services of EVCINC.  Mr. Falk's efforts
on behalf of EVCINC and the timely  completion of this agreement are the primary
considerations  for EVCINC to pay the five year licensing fee in advance and the
reason for consideration of the acquisition of Learningforce by EVCINC. Mr. Falk
shall consider EVCINC his highest priority and function accordingly.

V.   Confidentiality.

     A.  On its part, Learningforce shall treat all information regarding EVCINC
operations, corporate matters of which it may become knowledgeable in the course
of the  execution  of the  Agreement  and  non-public  knowledge  regarding  its
proprietary   technology  and  other   properties   ("EVCINC   Information")  as
confidential.  Learningforce  shall not disclose EVCINC Information to any other
party,  nor  shall  Learningforce  sell or  otherwise  use the  names of  EVCINC
students or potential students provided to Learningforce in order to provide the
Services described in this Agreement in any way except as specifically  directed
by EVCINC for the  execution of the  provisions of the  Agreement,  or for joint
marketing  ventures which shall be set forth in such other written agreements as
EVCINC and Learningforce may elect to jointly execute.

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<PAGE>


     B. On its part,  EVCINC  acknowledges  that it has been informed that it is
the policy of  Learningforce to maintain as secret and confidential all software
programs and systems heretofore or hereafter acquired,  developed and/or used by
Learningforce  in the  implementation  of this  Agreement,  and  that  all  such
confidential information is of great value to Learningforce.  EVCINC agrees that
it shall not  disclose,  use,  permit or cause to authorize any third parties to
disclose or use, any such  confidential  information , or any other  information
relating to the  business or interests  of  Learningforce  which EVCINC knows is
regarded as confidential  and valuable to  Learningforce,  except as provided by
this Agreement.

     C. In the event of a breach  or  threatened  breach by either  Party of the
provisions  of A.  or B.,  above,  the  other  Party  shall  be  entitled  to an
injunction  restraining  the first from  disclosing,  in whole or in part,  such
information.  With  respect  to any  action for  injunction  or other  equitable
relief,  the Parties  agree that there is no  adequate  remedy at law for such a
breach and the Parties agree not to assert such an equitable defense.

VI.  TERMINATION.

     A. Termination  Without Cause by EVCINC In the event that EVCINC terminates
this Agreement without cause, then:

          1. The License granted herein shall be revoked upon the effective date
of termination and,  commencing upon such date,  EVCINC shall no longer have the
right  to  utilize  the  Software,   or  any  customizations   made  thereto  by
Learningforce as a result of this Agreement, and,

          2. EVC shall be entitled to a pro-rata  refund for licensing and other
fees paid in advance of the termination  date. The formula used will be based on
number of months used vs. total contract of 60 months.

     B. Termination without Cause by Learningforce will not be permitted.

     C.  Termination  for Cause.  Either Party may  terminate  the Agreement for
cause upon thirty (30) days prior written notice of  termination  (the "Notice")
to the other,  except that,  within such thirty day period,  the Party receiving
such Notice has the  opportunity to cure within 30 days. In such case as a cause
is cured in a timely  manner,  the  Agreement  will  continue  in full force and
effect.  For the purposes of this Agreement,  cause shall mean a material breach
of this  Agreement  and a notice of default  with  specificity  of the  material
breach shall be delivered to the other party by the accusing party.

          1. In the event that  Learningforce  fails to deliver ongoing services
as detailed in this agreement,  and in  consideration of the five year licensing
agreement paid in advance,  if EVCINC  terminates this Agreement for cause,  the
License  granted  herein  shall remain in full force and effect  throughout  the
stated  term of this  Agreement.  Further,  Learningforce  shall be  required to
refund  to  EVCINC  a pro  rate  portion  of the  License  Fee as of the date of
termination. The Software held in escrow will become the property of EVCINC.

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<PAGE>

          2. For  Learningforce,  cause to  terminate  would  be  considered  to
include,  but not limited to, EVCINC not generating a minimum expenditure in any
given  calendar year equal to the  guaranteed  expenditure  during the Guarantee
Period.  In such an event,  30 days shall be given to correct the situation.  If
the breach is not  resolved  within the time  period  either  party can  request
immediate arbitration to resolve the breach.

VII.     Entire Agreement.
         ----------------

         This Agreement  contains the entire  understanding  of the parties with
respect of the  subject  matter  hereof  and may not be  changed  or  terminated
orally.  No change,  termination  or attempted  waiver of any of the  provisions
hereof shall be binding unless in writing and signed by both parties.

VIII.    Successors and Assigns.
         ----------------------

         Learningforce  shall not assign ,  transfer,  subcontract  or otherwise
dispose of all or any of its  obligations  under  this  Agreement,  without  the
written consent of EVCINC.

IX.      Notices.
         -------

         Any notices  required or  permitted  under this  Agreement  shall be in
writing and  effectively  given upon personal  delivery or upon deposit with the
United States Postal Service,  faxed,  sent  electronically or via next day mail
service to the  respective  address set forth at the head of this  Agreement  or
such other address as either party hereto may properly give to the other.

X.       Non-Waiver of Rights.
         --------------------

         The  failure  to  enforce  at any  time any of the  provisions  of this
Agreement or to require at any time performance by the other party of any of the
provisions hereof shall in no way be construed to be a waiver of such provisions
or to affect either the validity of this Agreement,  or any part hereof,  or the
right of  either  party  thereafter  to  enforce  each and every  provisions  in
accordance with the terms of this Agreement.

XI.      Severability.
         ------------

         The invalidity or unenforceability of any particular  provision of this
Agreement shall not affect the other provisions hereof, and this Agreement shall
be construed in all respects as if such invalid or unenforceable provisions were
omitted.

XII.     Governing Law.
         -------------

         All  matters   concerning  the  validity  and   interpretation  of  and
performance of this Agreement  shall be governed by the laws of the State of New
York .

XIII.    Dispute Resolution.
         ------------------

         Except for  violations  or  threatened  violations  of Article V, which
shall entitle a Party to seek immediate  injunctive  relief,  neither party will
file an action or  institute  legal  proceedings

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<PAGE>

with respect to any dispute,  controversy, or claim arising out of, relating to,
or in connection  with,  this Agreement until first complying with the following
procedures:

          A.  Good  Faith   Negotiation.   The  parties   will  hold  a  meeting
("Meeting"), attended by senior executives for both parties with decision-making
power. During such Meeting,  the parties will make good faith efforts to achieve
an amicable means of resolution.  Should the parties achieve a resolution to the
dispute,  such resolution shall be set out in writing in the form of a cure plan
or settlement agreement, signed by an authorized signatory for each party.

          B. Arbitration.  Any dispute or claim arising under or with respect to
this Agreement shall be settled in accordance  with the Commercial  Rules of the
American  Arbitration  Association  (Association)  before  a  single  arbitrator
selected in accordance with the procedures of the Association.  The award of the
arbitrator  shall be final and binding upon the parties and any such award shall
be  entered  as a judgment  in any  competent  court  having  jurisdiction.  The
prevailing  party in any such  arbitration  shall be entitled to the entry of an
award of reasonable  attorney fees and costs  associated  with said  arbitration
proceeding,  including the  reimbursement  of the arbitrator  fees in connection
with the  proceeding.  The  arbitration  shall take place in New York City,  New
York, and the law of the State of New York shall apply

         IN WITNESS  WHEREOF,  the parties hereto have executed this  instrument
the day and year first above written.

         LEARNINGFORCE, INC.

                Michael Falk                                President
         ----------------------------------             ------------------------
                 Printed Name                                    Title

         /s/    Michael Falk                               October 18, 1999
         ----------------------------------             ------------------------
                 Signature                                       Date


         EDUCATIONAL VIDEO CONFERENCING, INC.


            Dr. Arol I. Buntzman                            Chairman & CEO
         ----------------------------------             ------------------------
                 Printed Name                                    Title

         /s/ Dr. Arol I. Buntzman                              10/18/99
         ----------------------------------             ------------------------
                 Signature                                       Date


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