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                                                                   EXHIBIT 10.20


** Indicates that a portion of the document is confidential and has been omitted
and filed separately with the Securities and Exchange Commission in connection
with a request for confidential treatment of such omitted material.


                           Wave Distribution Agreement

This Agreement effective as of January 22, 1998 ("Effective Date") is between
Wave Technologies International, Inc. ("WAVE") with an address at 10845 Olive
Boulevard, Suite 250, St. Louis, MO 63141, and QA Training, Ltd. ("QA") with an
address at Cecily Hill Castle, Cirencester, Glos. GL7 2EF.


1.0  DEFINITIONS

     Capitalized terms in the Agreement have the following meanings:

1.1. Derivative Work is a work that is based on a Licensed Work and that would
     be a copyright infringement if prepared without the authorization of the
     copyright owners of the Licensed Work. Derivative Works are subject to the
     ownership rights and licenses of a party or of others in the underlying
     Licensed Work.
 
1.2. Licensed Work is any material described in or that conforms to the
     description in the Attachment: Description of Licensed Works, or that is
     delivered to QA as a Licensed Work, including associated documentation and
     error corrections.

1.3. MCP Licensed Work is that Licensed Work further defined in the Attachment:
     Description of Licensed Works.

1.4. MCSE Licensed Work is that Licensed Work further defined in the Attachment:
     Description of Licensed Works.

1.5  A Unit is (a) one student enrollee in an MCSE course using all or any part
     of the MCSE Licensed Work or any Derivative Work of the MCSE Licensed Work,
     or (b) five student enrollees in an MCP course using all or any part of the
     MCP Licensed Work, or of any Derivative Work of the MCP Licensed Work.


2.0  RESPONSIBILITIES OF WAVE

2.1. As soon as practicable after execution of this Agreement, WAVE will provide
     to QA one complete set of each Licensed Work described in the Attachment:
     Description of Licensed Works.

2.2. During the term of this Agreement, WAVE will:

     a.   provide to QA, at no charge, all error corrections for the Licensed
          Works; and


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     b.   provide to QA, in electronic format, enhancements and updates for the
          Licensed Works within 60 days after general availability of a new
          release of Microsoft networking products covered by the Licensed
          Works.

2.3  Updates and enhancements described in Section 2.2(b) shall be of at least
     the quality of the Licensed Works.

2.4  WAVE will, during the term of this Agreement, use its best efforts to
     correct all errors or defects identified by QA in the Licensed Works.


3.0  LICENSE

3.1  WAVE grants QA a non-exclusive, non-transferable license to use and copy
     the Licensed Works and Derivative Works prepared by QA only in accordance
     with the terms of this Agreement. QA may print paper copies of all or any
     part of the information included on the CD-ROM or master copies of the
     Licensed Works or permitted Derivative Works solely: for delivery of the QA
     instructor-led portions of MCSE or MCP programs, or as student materials
     for attendees at any such instructor-led training programs (one copy per
     student and one copy per instructor), in the United Kingdom and Ireland
     (other than, directly or indirectly, for Unisys or its employees or
     affiliates). No other use, copying, license, resale or distribution of the
     Licensed Works or Derivative Works is permitted. The parties will appoint
     representatives to prepare a distribution agreement on WAVE's standard
     terms extending these rights into other parts of the world (excluding North
     America).

3.2  QA may prepare Derivative Works, including alternate packaging, of the
     Licensed Works. WAVE will assist in the preparation of such Derivative
     Works, provided that WAVE's related costs do not exceed **. Derivative
     Works of the Licensed Works, other than those prepared by WAVE, or approved
     by WAVE in advance in writing, are not authorized to carry any Microsoft
     trademark under this Agreement.

3.3  WAVE grants QA a non-exclusive, non-transferable license to use and copy
     the "Derivative Works" of the QA "Licensed Works" as such terms are defined
     in that certain Asset Purchase and License Agreement among QA, WAVE and QA
     Training, Inc. dated as of January   , 1998, solely for delivery of
     instructor-led training, or for attendees at any such instructor-led
     training programs, solely in the United Kingdom and Ireland (other than,
     directly or indirectly, for Unisys or its employees or affiliates), and not
     for resale or other use outside of such classroom training.

3.4  The Licensed Works and Derivative Works are owned by WAVE and are protected
     by United States copyright laws and international treaty provisions. The
     parties will mark each copy of any Licensed Work or any Derivative Work
     with all copyright,


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     trademarks and other proprietary notices as they appear in the versions
     provided to QA by WAVE.


4.0  PAYMENT

4.1  For the rights and licenses granted herein, QA will pay WAVE:

     a.   a non-refundable license fee of $**, plus **. QA will pay Wave $** of
          the license fee at the closing of this Agreement via wire transfer,
          $** of the license fee on or before April 27, 1998, ** of the license
          fee on or before March 31, 1998, and the remainder on or before
          September 30, 1998; and

     b.   after QA accumulates ** Units, a royalty of ** for each student
          enrolled in a QA course utilizing all or any part of the MCSE Licensed
          Work or any Derivative Work of the MCSE Licensed Work, and ** for each
          student enrolled in a QA course utilizing all or any part of the MCP
          Licensed Work or any Derivative Work of the MCP Licensed Work.

4.2  If QA elects to have WAVE make copies of the Licensed Works for QA, QA will
     pay WAVE a per copy fee not to exceed:

          .** per copy of MCSE Licensed Work; and
          .** per copy of MCP Licensed Work.

4.3  WAVE will invoice QA for any amounts due WAVE by QA. Except as set forth in
     Section 4.1(a), all such amounts will be due within 30 days of the date of
     WAVE's invoice.

4.4  None of the amounts specified above include applicable taxes (including
     VAT), import duties, transportation charges or warehousing charges, which
     will be added to the invoices to QA and paid by QA.

4.5  In the final invoice for the initial two-year term of this Agreement, WAVE
     will credit QA with an amount equal to a percentage of all license fees and
     royalties paid by QA in excess of the ** payment under Section 4.1 during
     such two-year term, as follows:

          .**% of amounts in excess of ** and less than **; plus
          .**% of all amounts in excess of ** and less than **; plus
          .**% of all amounts in excess of ** and less than **; plus
          .**% of all amounts in excess of $**.

4.6  QA shall provide WAVE, in a format approved by WAVE, a monthly report of
     the number of copies of each Licensed Work or Derivative Work made by QA
     during the prior month and the number of students registering during the
     prior month for any


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     instructor-led course in which any Licensed Work or Derivative Work is used
     (by student name, course name, date of registration and date of course).
     Such report shall be provided by the tenth (10th) day after the end of each
     month.

4.7  QA shall maintain books and records in connection with its activity under
     this Agreement for the term of this Agreement and for at least one year
     from the date this Agreement terminates or expires.

4.8  WAVE shall have access to the books and records of QA during normal
     business hours to audit, either directly or through a nationally or
     internationally recognized accounting firm, the copies made by QA and to
     verify the statements and reports sent to WAVE by QA under this Agreement.

4.9  In the event that the audit of the books and records of QA discloses an
     error in any statement or report by QA to WAVE, then QA shall, within ten
     (10) days of the date of written notification of such error, take
     corrective action to remedy the error, and, in the event such error
     constitutes a variance of five percent (5%) or more from any amount, shall
     reimburse WAVE for all of its costs and expenses in connection with such
     audit. Should QA fail to do so, within the time specified, then WAVE shall
     have the right to terminate this Agreement, effective immediately.


5.0  INDEMNIFICATION AND LIABILITY

5.1  WAVE will defend and indemnify QA if a third party makes a claim against QA
     based on infringement by the Licensed Works of patents, copyrights,
     trademarks, trade secrets, and other intellectual property rights.

5.2  QA will defend and indemnify WAVE if a third party makes a claim against
     WAVE based on failure by QA to perform QA's obligations under this
     Agreement, or failure by QA to comply with government laws and regulations.

5.3  The party seeking indemnification will:

     a.   promptly provide the indemnifying party notice of any such claim; and

     b.   allow the indemnifying party to control, and cooperate with the
          indemnifying party in the defense of, the claim and settlement
          negotiations.

     The indemnified party may participate in the proceedings at its option and
     expense.

5.4  If an infringement claim appears likely or is made, WAVE may:


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     a.   obtain the necessary rights for QA to continue to distribute, license,
          otherwise use the Licensed Works on an uninterrupted basis and
          exercise all rights granted in the Licensed Works; or

     b.   modify the Licensed Works to resolve the claim.

5.5  In addition to any remedies specified in this Agreement, each party may
     pursue any other remedy it may have in law or in equity.

5.6  Regardless of the type of claim, neither party is liable to the other for
     indirect, incidental, special, or consequential damages including, but not
     limited to, lost profits or revenues, under any part of this Agreement,
     even if informed that they may occur.


6.0  TERM AND TERMINATION

6.1  This Agreement begins on the Effective Date and continues thereafter for
     two years.

6.2  WAVE may terminate this Agreement if QA has not cured a breach of Section
     3.1 of this Agreement within 15 days after notice from WAVE, and WAVE may
     terminate this Agreement immediately upon QA's second breach of Section 3.1
     in any 12-month period.

6.3  Either party may terminate this Agreement for the other's material breach
     by providing the breaching party with a written notice that describes the
     breach. The termination will become effective forty-five (45) days after
     receipt of the notice unless the breach is cured within that forty-five
     (45) day period.

6.4  Either party may terminate this Agreement immediately in the event that the
     other party shall become insolvent, or shall be dissolved or liquidated, or
     any proceeding by or against it shall be commenced under the bankruptcy
     laws of the jurisdiction in which such party is located.

6.5  Upon termination of this Agreement, all rights granted to QA by Wave in
     this Agreement will terminate and revert to WAVE. No termination of this
     Agreement shall relieve QA of its obligation to pay the license fee set
     forth in Section 4.1. Promptly upon termination of this Agreement for any
     reason, QA will return or destroy, as requested by WAVE, all copies of the
     Licensed Works or Derivative Works in its possession. QA agrees to certify
     compliance with such restrictions upon WAVE's request.


7.0  NOTICE

7.1  Any notice required or permitted to be made by either party to this
     Agreement must be in writing. Notices are effective when received by the
     appropriate coordinator as


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     demonstrated by reliable written confirmation (for example, certified mail
     receipt or facsimile receipt confirmation sheet).

7.2  The persons responsible to receive all notices and administer this
     Agreement are:

     For                                      For
     QA:                                      WAVE:
     Name:    Timothy R. Buff                 Name:    Ms. Jan Fitzgerald
     Title:                                   Title:   VP Corp. Administration
     Address: Cecily Hill Castle              Address: 10845 Olive Blvd.
              Cirencester, Glos. GL7 2EF               St. Louis, Missouri 63141
     Phone:   128-565-5888                    Phone:   314-692-1811
     Fax:     128-565-1420                    Fax:     314-995-3894


8.0  GENERAL

8.1  Independent Contractor.  Each party is an independent contractor. Neither
     party is, nor will claim to be, a legal representative, partner,
     franchisee, agent or employee of the other. Each party is responsible for
     the direction and compensation of its employees.

8.2  No Payments.  QA hereby confirms that it has not received from WAVE, or any
     employee or agent of WAVE, any payment, offer to pay or promise to pay any
     money or anything of value in connection with this Agreement. QA further
     confirms that no employee or agent of QA acting in connection with this
     Agreement is an official of any government or governmental subdivision or
     of any political party or is a candidate for political office.

8.3  Reliance.  Neither party relies on any promises, inducements or
     representations made by the other or expectations of more business
     dealings, except as expressly provided in this Agreement. This Agreement
     accurately states the parties' agreement.

8.4  Headings.  The headings of this Agreement are for reference only. They will
     not affect the meaning or interpretation of this Agreement.

8.5  Counterparts.  This Agreement may be signed in one or more counterparts,
     each of which will be considered an original, but all of which together
     form one and the same instrument.

8.6  Amendment and Waivers.  For a change to this Agreement to be valid, both
     parties must sign it. No approval, consent or waiver will be enforceable
     unless signed by the granting party. Failure to insist on strict
     performance or to exercise a right when entitled does not prevent a party
     from doing so later for that breach or a future one.


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8.7  Actions.  Neither party will bring a legal action relating to the subject
     matter of this Agreement, against the other more than 2 years after the
     cause of action arose.

8.8  Dispute Resolution.  Both parties will act in good faith to resolve
     disputes prior to instituting litigation.

8.9  Governing Law.  This Agreement will be governed by the substantive law of
     the United Kingdom.

This Agreement replaces all prior oral or written communications between the
parties relating to the subject matter. Once signed, any reproduction of this
Agreement made by reliable means (for example, photocopy or facsimile) is
considered an original, unless prohibited by local law.


ACCEPTED AND AGREED TO:                    ACCEPTED AND AGREED TO:

QA Training, Ltd.                          Wave Technologies International, Inc.


By:  /s/  Chris Hill                       By:  /s/  J. Michael Bowles
     ------------------------------             ------------------------------

Name:  Chris Hill                          Name:  J. Michael Bowles
       ----------------------------               ----------------------------

Title:  Director                           Title:  Chief Financial Officer
        ---------------------------                ---------------------------


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