EXHIBIT 10.50

               AGREEMENT BETWEEN EDUCATIONAL VIDEO CONFERENCING, INC.
           AND GOLDEN GATE UNIVERSITY FOR THE OFFERING OF INTERACTIVE
                           VIDEO CONFERENCED COURSES




                               W I T N E S S E T H

          AGREEMENT made this 3rd day of 2000,  between  GOLDEN GATE  UNIVERSITY
with offices located at 536 Mission Street, San Francisco, CA 94105 (hereinafter
referred  to  as  "Golden  Gate"),  and  Educational  Video  Conferencing  Inc.,
(hereinafter  "EVC"),  with  offices  located  at 35 East  Grassy  Sprain  Road,
Yonkers, New York 10710.

                  WHEREAS,  Golden  Gate is an  institution  of higher  learning
accredited  by  the  Western  Association  of  Schools  and  Colleges  to  offer
undergraduate and graduate courses, and,

                  WHEREAS, EVC is a domestic corporation engaged in the business
of providing  access to such courses to  consumers by way of  interactive  video
conferencing and computer conferencing, and,

                  WHEREAS,  Golden  Gate and EVC wish to enter  into a  mutually
beneficial  agreement  whereby EVC will provide access to Golden Gate courses to
such consumers,

                  NOW,  THEREFORE in  consideration  of the mutual  promises and
covenants contained herein, the parties hereby agree as follows:

               1. a.) EVC shall  have the  right,  for the  duration  of this
                  agreement and any renewal hereof,  to offer all  undergraduate
                  and  graduate  degree   programs,   courses,   and  continuing
                  education  programs  offered  by Golden  Gate via  Interactive
                  Video  Conferencing/Distance  Learning (hereinafter  "IVC/DL")
                  commencing with the Summer 2000 term. Subject to the terms set
                  forth herein in paragraphs 24 and 25, Golden Gate may continue
                  to offer  courses and  programs  via  interactive  video under
                  agreements with third parties,  including applicable successor
                  organizations,  entered into prior to the  initiation  of this
                  agreement,   which  may   continue   at  Golden   Gate's  sole
                  discretion.

                  b.) For  the  purposes  of this  agreement,  IVC/DL  shall  be
                  defined  as live,  two way  video  conferencing,  either  over
                  desktop  computers  equipped for video  conferencing  or video
                  conferencing  room  systems,  as the case may be, in which the
                  student  can see and  hear  the  professor/instructor  and the
                  professor/instructor  can see and hear the individual student.
                  IVC/DL also shall  include  one-way  video and  two-way  audio
                  distance learning.

                  c.) Unless Golden Gate and EVC agree otherwise in writing, the
                  minimum  class size for the offering of an ITV/DL course shall
                  be twenty-five (25) students.
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            2.    EVC will provide all hardware (except  personal  computers,
                  modems,   keyboards  and   monitors),   software,   and  video
                  conferencing   equipment    (collectively   referred   to   as
                  "equipment")  necessary  to provide  access  for  Golden  Gate
                  courses to IVC/DL students.  Students taking IVC/DL courses on
                  desktop  computers must have modern computers capable of being
                  video enabled and function as an IVC/DL  desktop  system.  The
                  parties  acknowledge  that  it is the  primary  goal of EVC to
                  solicit students from corporations, governmental agencies, and
                  institutions  (hereinafter   "Institutional  Employers")  with
                  substantial  tuition  reimbursement and that EVC shall address
                  all  student  use  equipment  issues  with  the  Institutional
                  Employers and their employees. In any event, Golden Gate shall
                  not be responsible for the cost of any equipment whatsoever at
                  Institutional Employer locations and/or students homes.

            3.    EVC is responsible for costs for marketing,  advertising,  and
                  promotion  regarding  EVC's  offering of access to Golden Gate
                  courses.  Unless otherwise agreed,  Golden Gate will provide a
                  reasonable   quantity   of   brochures,   catalogues,   course
                  schedules, program and course descriptions,  posters, etc., to
                  EVC  for   distribution  to  employees  of  EVC's   corporate,
                  governmental and  institutional  clients  promoting the Golden
                  Gate programs and courses offered through EVC.

            4.    Golden  Gate  shall  provide  and  maintain  rooms  capable of
                  becoming  teacher  stations.   This  includes  installing  and
                  maintaining  adequate  telecommunication  lines (ISDN, DSL, or
                  cable,  or regular  telephone  lines) and electrical  outlets.
                  Golden  Gate  will  be   responsible   for  the  cost  of  the
                  telecommunication   signal  transport  for  video  conferenced
                  courses from teacher  stations to the MCU Bridge.  EVC assumes
                  responsibility or cost for obtaining, providing, or paying for
                  telecommunication   signal  transport  for  video  conferenced
                  courses  from the MCU  Bridge to  corporate  locations  and/or
                  students homes.

            5.    EVC will be responsible  for installing and  maintaining up to
                  three (3)  teaching  stations in the rooms  provided by Golden
                  Gate to  videoconference  IVC/DL courses  offered through EVC,
                  subject to  enrollment.  All teaching  stations  installed and
                  paid for by EVC shall remain the exclusive property of EVC. On
                  termination of this  Agreement,  all such  equipment  shall be
                  promptly removed by EVC at their expense.

            6.    All  equipment  supplied  by  EVC is the  sole  and  exclusive
                  property  of EVC,  including  but not  limited  to any and all
                  patents,   copyrights  and  trademarks,   if  any,  associated
                  therewith.  All  classroom,  course and program  materials  or
                  other information  supplied by Golden Gate, and all rights and
                  interests in said materials will remain the sole and exclusive
                  property of Golden Gate.

            7.    a.) EVC is responsible for the necessary  maintenance,  repair
                  and/or replacement of video conferencing equipment supplied to
                  Golden Gate for IVC/DL courses.

                  b.) EVC will provide  reasonably  prompt service for repair or
                  replacement  of  defective   interactive  video   conferencing
                  equipment and software as necessary.

                  c.) Golden  Gate will be  responsible  for the  prompt  repair
                  and/or replacement of interactive video conferencing equipment
                  located at Golden Gate,  which may be damaged through improper
                  or unauthorized use.

                  d.) Golden Gate is responsible for the repayment to EVC of the
                  economic value of any EVC  equipment,  which is lost or stolen
                  while in Golden Gate's custody and control.

                                       2
<PAGE>


            8.    Neither party shall utilize the other's name or any associated
                  names,  trademarks,  copyrights,  etc.,  without prior written
                  consent,  except with regard to EVC's marketing,  advertising,
                  and promotion of Golden Gate courses.  Such  permission  shall
                  not be unreasonably denied.

            9.    a.) EVC  will  provide  faculty  development  to  Golden  Gate
                  faculty  reasonably  required  for the offering of Golden Gate
                  courses through EVC.

                  b.)  Golden  Gate  shall  be  responsible  for  obtaining  the
                  services  of and paying all faculty  participating  in courses
                  offered  through  EVC,  including  but  not  limited  to  said
                  faculty's  salary,  benefits  (if  any)  and  verification  of
                  qualifications.  EVC assumes no  responsibility  for any costs
                  associated therewith.

            10.   EVC is solely responsible to provide site locations for IVC/DL
                  students to  participate  in Golden Gate courses.  Golden Gate
                  assumes no  responsibility  for obtaining or maintaining  said
                  sites, nor for any rent or other costs associated therewith.

            11.   EVC is not responsible for curriculum, course content, faculty
                  qualifications,  course  materials  or any other aspect of the
                  academic  content of any courses offered  hereunder.  However,
                  Golden Gate agrees to be  receptive  to and consider EVC input
                  as to  course  content  presentation  and  delivery  of IVC/DL
                  courses consistent with required academic standards.

            12.   EVC agrees to make every  reasonable  effort to  maintain  its
                  equipment  in  good  working  order.   However,   EVC  is  not
                  responsible  for service or repair delays or  interruption  of
                  service caused by strikes, labor actions, power outages (other
                  than those limited to site  locations  alone),  acts of God or
                  other matters beyond EVC's control.

            13.   Golden  Gate  hereby  acknowledges  that the  IVC/DL  programs
                  marketed  by  EVC  are  targeted  toward  the  non-traditional
                  working  adult student  market and  therefore  agrees to offer
                  IVC/DL  courses at dates and times  appropriate  to the target
                  market,  including the hours of 8:00 a.m. to 11:00 p.m., seven
                  days per week,  and at such  other  times  requested  by EVC's
                  Institutional  Employers  and  their  employees,   subject  to
                  enrollment.  And,  including  but  not  limited  to the  three
                  academic  semesters  offered each year by Golden  Gate,  i.e.,
                  Fall, Spring and Summer.

            14.   a.) The parties  hereby  acknowledge  that this  agreement  is
                  intended by the parties to facilitate  the offering of college
                  courses, degree programs and/or courses of study.

                  b.)  Golden  Gate  shall  attempt  to obtain  and/or  maintain
                  accreditation  necessary to the  offering of college  programs
                  courses and credits under the  applicable  law.  Should Golden
                  Gate lose its  accreditation  at any time  during  the term of
                  this agreement or any renewal hereof, EVC shall have the right
                  to  cancel  this  contract  at  the  end of  the  semester  in
                  progress,  if  applicable,  or  immediately  if no semester is
                  underway.

                  c.)  EVC  shall  make  all  reasonable  efforts  to  meet  its
                  obligation  under  this  agreement  to  provide  high  quality
                  delivery and access of Golden Gate's courses  offered  through
                  EVC.  If at any time after the third  anniversary  date of the
                  execution  of this  agreement,  EVC  has  failed  to meet  its
                  obligations  under the contract,  then and in that event only,
                  Golden Gate may:

                         i.   provide  EVC with  written  notice  (the  "Default
                              Notice")  specifying the manner in which EVC is in
                              default under the contract;

                                       3

<PAGE>


                         ii.  EVC shall  have six  months  from  receipt  of the
                              Default Notice to cure the default;

                         iii. if at the end of such period EVC has not cured the
                              default,  then this agreement  shall  terminate at
                              the end of the then current term or if classes are
                              not in session, immediately. In that event, Golden
                              Gate shall  have the right to take such  action as
                              it believes  necessary  or prudent to complete the
                              delivery  of all  courses or  programs to students
                              that theretofore had been in programs delivered by
                              EVC.

                  d.) Any  dispute  which  may  arise  between  the  parties  in
                  connection  with whether the  deficiencies  identified  in the
                  default notices are breaches of EVC's  obligations  under this
                  contract,  or in the event that EVC contends that it has cured
                  such  deficiencies  as set  forth in the  default  notice  and
                  Golden Gate contends it has not, shall be arbitrated under the
                  commercial  arbitration  rules  of  the  American  Arbitration
                  Association.  The award  rendered  therein  shall be final and
                  binding  between  the parties and may be entered as a judgment
                  in any court of competent jurisdiction.  The sole questions to
                  be presented to the arbitrator  shall be whether those matters
                  identified  as decencies  in the Default  Notice are in fact a
                  breach  of this  agreement  and if they  were,  then  were the
                  deficiencies cured. The arbitrator shall be chosen from a list
                  of persons who have  substantial  academic  experience  in the
                  distance learning field.  Subject to the American  Arbitration
                  Associations  rules, the following time periods shall apply to
                  such a preceding:

                         i.   the  arbitrator  shall be selected  from a list of
                              supplied by the American  Arbitration  Association
                              within 15 days after the filing of the claim;

                         ii.  the hearing shall be held within 30 days following
                              the date of the  selection of the  Arbitrator  and
                              completed within 5 business days from the starting
                              date;

                         iii. the award shall be rendered  within 15 days of the
                              completion of the completion of the hearing.

                         iv.  If the arbitrator finds in favor of Golden Gate on
                              both  issues (or on one issue if only one issue is
                              contested), then the remedy shall be the immediate
                              termination of this contract,  unless a term is in
                              session,   in  which  case  the   contract   shall
                              terminate at the end if the then current  term. If
                              the award is in favor of EVC then the remedy shall
                              be the continuation of the contract.

            15.   a.)  Golden  Gate  shall  be  responsible  for  all of its own
                  administrative   functions  (admissions,   academic  advising,
                  registration,   financial  aid,  etc.)   associated  with  the
                  offering of IVC/DL courses through EVC.

                  b.)   Golden   Gate  will   provide   to  EVC  all   necessary
                  administrative  forms,  applications,   written  instructions,
                  catalogues,  etc.  in  advance  of  marketing  courses  to any
                  organization.  It is  understood  by the  parties  that EVC is
                  merely a conduit and  assumes no  liability  whatever  for the
                  accuracy  or  correctness  of the  information  in said  forms
                  provided by Golden Gate nor for return of any of the aforesaid
                  documents to Golden Gate.

                                       4

<PAGE>


         16.      Fees

                  a.)  Golden  Gate  shall  pay to EVC,  on the 10th day of each
                  month,  [*]  of  the  net  tuition  actually  collected  by
                  Golden Gate the  preceding  month,  from any source  whatever,
                  from or on behalf of any student  registered for and attending
                  accredited  college degree courses being offered  through EVC,
                  except as noted  below,  said  payments to commence  the month
                  immediately  following  the  collection of any such tuition by
                  Golden Gate.  All checks for courses taken will be made out to
                  Golden Gate.  Net tuition  shall be defined as the  difference
                  between  the   publicly   marketed   tuition   price  and  any
                  scholarships  or discounts  provided by Golden Gate as a sales
                  discount  for  purposes  of   increasing   enrollment   and/or
                  affecting  the  student  mix of any given  class.  Any and all
                  scholarships or discounts will be mutually agreed upon between
                  Golden Gate and EVC.

                  b.)  For  students  registered  for and  attending  accredited
                  college  degree  courses  being  offered  through  EVC, if the
                  aforementioned  student  was  enrolled  in any Golden Gate for
                  credit  course  during the  twelve  month  period  immediately
                  preceding this agreement, Golden Gate shall be required to pay
                  EVC 40% of the net tuition actually collected.

                  c.) EVC shall  have the  right,  on a  semi-annual  basis,  to
                  examine the books and records of Golden  Gate,  pertaining  to
                  all students taking courses through EVC, in order to audit any
                  accounts  due and owing the  respective  parties.  Golden Gate
                  shall have the right to audit EVC accounts for students taking
                  Golden Gate courses on the same basis.

                  d.)  Commencing on April 10, 2000,  and continuing on the 10th
                  day of every  month  thereafter,  Golden  Gate will supply EVC
                  with a list of all  students  who have applied to Golden Gate,
                  and/or  registered,  for courses through EVC, the said list to
                  include as available, each student's name, address,  telephone
                  number,  social security number,  registration,  financial aid
                  loans and  payment  status.  EVC shall  provide to Golden Gate
                  updated  information  relating  to Golden Gate  students  each
                  month.

                  e.) EVC shall  require  that each  student  registering  for a
                  course offered through EVC, sign a waiver and release granting
                  EVC access to said student's records,  said waiver and release
                  form to be provided to Golden Gate by EVC, the format of which
                  shall be subject to Golden  Gate's  approval,  which  approval
                  shall not be  unreasonably  withheld.  It is understood by EVC
                  that Golden Gate will not consent to any requested  release of
                  student  records  which  is, or may be,  in  violation  of any
                  Federal or State law or regulation  relating to student record
                  access.

                  f.) Within  THIRTY (30) DAYS of the  completion  of each Fall,
                  Spring, and Summer Semester, Golden Gate shall present to EVC,
                  in writing,  any requests for adjustments or credits on moneys
                  already paid to EVC,  which credits or  adjustments  have been
                  made  necessary  by an EVC  student  having  dropped a course,
                  bounced  a  check,   etc.  EVC  will  credit  any  such  valid
                  adjustment   to  Golden   Gate's   account   in  three   equal
                  installments over the three months immediately  following such
                  request by Golden Gate.

[*] Confidential Portion

                                       5

<PAGE>


                  g.) Students  registering  for Golden Gate courses through EVC
                  who are employed by an Institutional  Employer customer of EVC
                  which have a tuition  reimbursement policy for their employees
                  shall be eligible for tuition deferment from Golden Gate until
                  completion  of the course,  thereby  enabling said students to
                  register  for Golden Gate  completion  of the course,  thereby
                  enabling  said  students to register  for Golden Gage  courses
                  through EVC without payment of tuition or fees up front.  Said
                  students shall be required to sign a tuition payment guarantee
                  providing  that  they are  fully  responsible  for 100% of all
                  tuition  in the  event  that,  for any  reason,  they  are not
                  reimbursed by their employer.

                  h.)  Students  registering  for Golden  Gate  courses  offered
                  through EVC who are not employed by an Institutional  Employer
                  customer  of EVC  providing  tuition  reimbursement  to  their
                  employees  shall be  required to pay tuition and fees up front
                  when registering.

            17.   a.) Golden Gate will provide a minimum of three(3__) dedicated
                  rooms  which will  accommodate  teaching  stations in order to
                  facilitate  IVC/DL courses  marketed by EVC emanating from its
                  campus  and will grant  EVC,  its  agents and  subcontractors,
                  reasonable access to said facilities as is required for proper
                  installation,   operation,   maintenance  and  repair  of  all
                  equipment  contemplated  herein,  including but not limited to
                  IVC/DL  equipment.  Said room shall be a minimum of 10 feet by
                  16 feet with adequate electrical, air conditioning,  lighting,
                  etc.,   and  be   otherwise   suitable  for  use  as  a  video
                  conferencing teacher station.  Said rooms will be provided one
                  at a time subject to registration demand.

                  b.) Rooms at Golden Gate equipped by EVC for IVC/DL may not be
                  used by the college for any class,  function or other purpose,
                  without the prior written  permission of EVC. Such  permission
                  shall not be unreasonably withheld.

            18.   Golden  Gate's  Public   Relations   Department  will  provide
                  reasonable  cooperation with EVC in promoting  EVC/Golden Gate
                  Telecommute to College  Program and the IVC/DL courses offered
                  through EVC.

            19.   Golden  Gate and EVC will,  whenever  possible,  cooperate  in
                  applying  for and  obtaining,  any grants,  awards,  stipends,
                  fellowships,  etc.,  which  are  mutually  beneficial  to  the
                  parties.

            20.   Golden Gate shall maintain  academic  control over all courses
                  and will be receptive to EVC input as to IVC/DL presentation.

            21.   Golden  Gate will  assign at least one person who at all times
                  will act as liaison between Golden Gate and EVC.

            22.   Term of Agreement

                  a.) The basic term of this agreement shall be FIVE (5) YEARS.

                  b.) The parties hereby  acknowledge the necessity for allowing
                  IVC/DL  students  continuity and ongoing access to courses and
                  programs, so long as there is adequate registration.

                                       6

<PAGE>


                  c.)  In  light  of  the  foregoing,  the  parties  agree  that
                  commencing on the 1st  anniversary  date this  agreement,  and
                  every  anniversary  date  thereafter,   this  agreement  shall
                  automatically  be  extended  for an  additional  period of one
                  year, subject to the conditions hereinafter contained. For the
                  purpose of this paragraph,  it is agreed that the "Anniversary
                  Date" shall be April 1.

                  d.) In the  event  that  either  party  should  desire  not to
                  automatically  extend this agreement,  then and in that event,
                  such party shall so notify the other in writing,  by Certified
                  Mail, Return Receipt Requested,  no later than the anniversary
                  date of any given year,  after which the agreement will not be
                  extended for an  additional  ONE (1) YEAR,  but will have only
                  the Four (4) YEARS of the existing term remaining.

            23.   Golden  Gate shall have the right to offer  courses via IVC/DL
                  on its own to  Institutional  Employer and/or the employees of
                  any  Institutional  Employer not under  contract  with EVC. In
                  such  event,  EVC shall  not have any  obligation  to  market,
                  provide  any  services or  equipment,  permit the use of EVC's
                  equipment,   or  incur  any  costs  in  connection  with  such
                  offerings.

            24.   Golden Gate agrees that,  for the  duration of this  agreement
                  and any extensions  hereof, as well as for a period of ONE (1)
                  YEAR  immediately  following  any  termination  or  expiration
                  thereof,  Golden Gate will not independently  video conference
                  or computer conference its college courses or programs offered
                  under this contract to EVC students or institutional  clients.
                  If this  agreement is terminated  pursuant to paragraph  14(c)
                  then , and in that event only,  nothing  within this  contract
                  shall prohibit Golden Gate to deliver  curriculum,  coursework
                  and  instruction  in any and all means  necessary,  to include
                  using video conference or computer  conference  methodologies,
                  in order to allow a  student  to  complete  a course  of study
                  which  was  initiated  with  Golden  Gate and EVC  while  this
                  agreement  was in effect.  This  paragraph is not intended to,
                  and  shall  not be  interpreted  as,  permitting  Golden  Gate
                  University to directly target and market to persons on account
                  of their status as employees of EVCI institutional clients.

            25.   Asynchronous Programs

                  a.) Golden Gate and EVC agree that  asynchronous  programs are
                      not a part of this  contract.  Notwithstanding  the above,
                      Golden  Gate  agrees  that,   for  the  duration  of  this
                      agreement  and  any  extensions  hereof,  as well as for a
                      period  of  ONE  (1)  YEAR   immediately   following   any
                      termination  or expiration  thereof,  Golden Gate will not
                      independently   offer  asynchronous   college  courses  or
                      programs,  to EVCI's students or institutional  clients. A
                      list of EVCI's current  institutional  clients is attached
                      hereto as Exhibit A and made a part hereof. This paragraph
                      is not  intended  to,  and  shall  not be  interpreted  as
                      permitting  Golden Gate  University to directly target and
                      market to persons on account of their  status as employees
                      of EVCI institutional clients.

                  b.) During  the  term  of this  agreement,  when  EVC  signs a
                      contract with an institutional  employer, EVC shall advise
                      Golden Gate, in writing, of the institutional employer and
                      offer   Golden  Gate  the   opportunity   to  include  its
                      asynchronous programs in the content EVC shall provide for
                      that  employer.  If Golden Gate wishes to  participate  it
                      shall  notify  EVC, in  writing,  of its  intent.  In that
                      event,  the  programs  shall  be  incorporated  into  this
                      agreement.


                                       7
<PAGE>



                  c.) If Golden Gate opts not to offer its asynchronous  courses
                      to that employer,  then Golden Gate may not  independently
                      offer  asynchronous  college courses or programs,  to that
                      employer  for  the  duration  of  this  agreement  and any
                      extensions hereof, as well as for a period of ONE (1) YEAR
                      immediately   following  any   termination  or  expiration
                      thereof,

            26.   Nothing in this  agreement  shall  preclude  Golden  Gate from
                  offering or from  providing:  a.)  non-EVC  courses to non-EVC
                  students,  non-EVC  institutional  clients or their employees;
                  b.) asynchronous  programs  currently  offered by Golden Gate;
                  c.) synchronous programs currently offered by Golden Gate; d.)
                  live programs currently offered to corporate clients.


            27.   The  parties  agree  that  disclosure  of the  terms  of  this
                  agreement to others will cause EVC  irreparable  damage to its
                  business.. The parties  agree that Golden  Gate,  without the
                  prior  consent of EVC,  shall not  disclose  the terms of this
                  agreement to any person, except as follows:

                         (i)     to any employee of Golden Gate;

                         (ii)    to any person or entity  with whom  Golden Gate
                                 has a professional  relationship  and who has a
                                 need to know of the terms of this agreement;

                         (iii)   pursuant  to a valid  court  order or  subpoena
                                 issued by a court or arbitral tribunal".

            28.   It is expressly agreed and understood that neither party shall
                  be liable for incidental, special or consequential damages for
                  any breach or violation of this agreement.

            29.   The foregoing  constitutes  the entire  agreement  between the
                  parties, and any other agreements or representations,  whether
                  verbal or written,  if not contained  herein,  are void, of no
                  effect, and are not binding upon the parties.

            30.   No valid modification,  amendment,  or deletion may be made to
                  this  agreement  except in writing and executed by the parties
                  in substantially the same manner as this agreement.

            31.   Any and all notices  required  hereunder shall be by Certified
                  Mail,  Return  Receipt  Requested,  to each party's last known
                  address  and  shall be  deemed  given at the time of  mailing.
                  Notices for Golden Gate shall be sent to:

                                    Golden Gate University
                                    536 Mission Street
                                    San Francisco CA 94105

                                    Attention::
                                    Jeff Bialik
                                    Vice President for Operations

                                       8

<PAGE>


                            Notice for EVC shall be sent to

                                   Educational Video Conferencing
                                   35 East Grassy Sprain Road
                                   Yonkers, NY 10710

                                   Attention:
                                   Arol Buntzman
                                   Chief Executive Officer

            32.   If any  portion of this  agreement  shall be found to be void,
                  voidable or unenforceable, it shall not effect the validity of
                  the remainder of the agreement.

            33.   This  agreement  shall be binding on the  respective  parties'
                  heirs,  successors,  and assigns.  The parties  agree that any
                  disputes or disagreements  arising  hereunder or in connection
                  herewith  shall be  mediated  under the  Commercial  Mediation
                  rules of the  American  Arbitration  Association  In the event
                  that such  dispute  or  disagreement  cannot  be  successfully
                  settled through  mediation,  it shall be arbitrated  under the
                  Commercial  Arbitration  Rules  of  the  American  Arbitration
                  Association then in effect, and any award rendered  thereunder
                  may be entered in any court of appropriate  jurisdiction,  and
                  will have full force and effect therein.

            34    This  agreement  shall be construed in  accordance  with,  and
                  governed by, the laws of the State of New York.


         In witness  whereof the parties have  hereunto set their hands and seal
the date first appearing above.



GOLDEN GATE UNIVERSITY

By: /s/ Philip Friedman
    --------------------------
        Philip Friedman, Ph.D.
        President



EDUCATIONAL VIDEO CONFERENCING, INC.


By: /s/ John J. McGrath
    ---------------------------
        John J. McGrath, Ph.D.
        President

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