EXHIBIT 10.52

                  Educational Providers/Co-Marketing Agreement


     This AGREEMENT,  dated as of January 13th 2000 (this  "Agreement"),  by and
between  Educational  Video  Conferencing,  Inc., a Delaware  corporation,  with
principal  executive offices located at 35 Grassy Sprain Road, Yonkers, NY 10710
(the "Company"), and Computer Generated Solutions, Inc., a Delaware corporation,
with principal  executive  offices located at 1675 Broadway,  New York, New York
10019 ("Educational Provider and/or Co-Marketer").

     WHEREAS,  upon the terms and conditions set forth herein the parties hereto
agree as follows:

Nature of  Transaction        A joint venture  between  Computer Generated
                              Solutions    (CGS)    and    Educational     Video
                              Conferencing,  Inc.  (EVC) whereby both  companies
                              shall   cross-market  each  other's  products  and
                              services to their respective client bases.


                              Scope of  Services  Computer  Generated  Solutions
                              will  make  available  its  entire   inventory  of
                              corporate  training  programs  except for  courses
                              that CGS does not have  capability  to deliver due
                              to  current  contractual  obligations.  Individual
                              programs will be selected and mutually agreed upon
                              by CGS and EVC  based on  client  requirements  as
                              identified in the individual  "Project  Memo." EVC
                              will be  permitted to market and  distribute  said
                              CGS's   programs   as  live,   synchronous   video
                              conferenced  courses  and  asynchronous   distance
                              learning  courses.  CGS,  at its  discretion  will
                              grant  EVC   permission   to   migrate   the  live
                              interactive synchronous video conferenced programs
                              to an asynchronous  on-line service  maintained by
                              EVC. CGS will also provide (where  appropriate and
                              mutually agreed upon) technical and  non-technical
                              help  desk   services,   network   and   equipment
                              installation,   systems  maintenance,   marketing,
                              enrollment and sales activities.

                              Educational Video Conferencing, Inc. will  provide
                              network  services  which  include,  but  are  not
                              limited  to,  hardware,  software,  switching  and
                              bridging, telecommunications services, IP services

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                              and billing.   EVC  shall  also  provide  program
                              content from colleges,  universities  and training
                              institutes.  EVC will also provide training to CGS
                              instructors to maximize the effectiveness of their
                              teaching  presentation  of  materials  using EVC's
                              distance  learning  technologies.  EVC  will  also
                              provide  marketing,   sales,   academic  advising,
                              employee skill assessment,  tuition  reimbursement
                              program administration and enrollment services.


                              EVC  and  CGS  will  participate  in  co-marketing
                              opportunities.  These  opportunities will include,
                              but not be  limited  to, an  initial  joint  press
                              release  highlighting the CGS/EVC  relationship,
                              development   of  a  joint   CGS/EVC   promotional
                              brochure,   promotional  video DVD,   direct  mail
                              campaign,  direct  introductions to  each  other's
                              clients,   joint   sponsorship   of   professional
                              seminars  highlighting  the  combined  services of
                              each company.

Fees and Commissions          Both parties will identify  approved  non-inflated
                              direct  costs  on  a   project-by-project   and\or
                              client- by-client basis, take the direct costs off
                              the  top of  all  client  charges  and  split  the
                              balance,  i.e. the profit 50\50  between  EVC and
                              CGS. An example of approved direct costs is: EVC -
                              Network     Services     including      equipment,
                              installation,    testing,    software   licensing,
                              communication  connections,  switching,  bridging,
                              network support services, multi-point connections,
                              teleco usage  charges,  tuition fees to providers,
                              teacher  training,  marketing,  sales,  enrollment
                              services and fees. CGS - Equipment, installation,
                              instructors,   maintenance  services,   marketing,
                              sales and enrollment services.

                              (Note Software  licensing  will  be  treated  as a
                              billable  item only in the case where  clients are
                              purchasing  technology  and not content  services.
                              Software  licensing  will be  included in fees and
                              tuition to  clients  that are  purchasing  bundled
                              services  that include  technology  and content as
                              detailed in the  individual  "Project Memo" agreed
                              to by both CGS and EVC.  EVC  will  establish  the

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                              software  license  price.  CGS  will  be  free  to
                              increase this fee up to a total 50/50 split on the
                              total deal.)


Projects                      A separate  "Project Memo" will be agreed upon for
                              each  individual  project  detailing  the scope of
                              services,       direct      costs,      individual
                              responsibilities, objective of the project and any
                              other detail that would identify the direction and
                              intention of the project.


Payments                      All payments received from the client for all
                              direct costs,  profits,  fees and commissions will
                              be paid by the collecting  party within 30 days of
                              receipt of payment. If advance retainers, or early
                              funding for  capital  outlays  are  involved,  the
                              collecting  party shall make  payment to the other
                              party  within  seven  working days from receipt of
                              payment  from  client.  Retainers  will  be  split
                              pro-rata in relation to expense  projected by each
                              project detailed in the "Project Memo".


Teacher Stations              CGS will provide  facilities to initially  install
                              one  or  two  teacher  stations.  Teacher  station
                              installations  will be increased  according to the
                              demand  for  service  in  the  market.  CGS  shall
                              provide   space   capable   of   housing   teacher
                              station(s).  All costs  related  to the  purchase,
                              installation   and  maintenance  of  said  teacher
                              stations shall be equally divided by CGS and EVC.


Primary Relationship          EVC   will   be   CGS's    primary,    but     not
                              exclusive,  supplier of two-way interactive  video
                              conferencing, both  asynchronous  and  synchronous
                              mode,   provided   it   is   technologically   and
                              financially competitive in the marketplace.

                              CGS  will be  EVC's  primary,  but not  exclusive,
                              vendor for technical  distance  learning  programs
                              where CGS has the expertise and is technologically
                              and financially competitive in the marketplace.

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                              The  determination of  technological,  competitive
                              and  feasibility  of the  partnership  for a given
                              engagement (project) will be reasonably decided by
                              the party with the direct client relationship.

Financial Statements          CGS and EVC agree that a complete financial
                              accounting  will be delivered to each other in the
                              form of a financial  status report every  quarter.
                              Each company  agrees that they will make available
                              books  and  records  relevant  to this  agreement,
                              regarding CGS and EVC  transactions,  to the other
                              company  during  regular  business  hours  for the
                              purposes of auditing, reconciling or  verification
                              of the activity between both companies.  Notice of
                              financial review will be given at least seven days
                              in advance of the actual review.



Term                          A) Three years with  automatic  one-year renewal
                              in absence of written notice not to renew.

                              B) This agreement may be terminated for breach of
                              any provision in this  agreement or any individual
                              "Project   Memo"  that  is  not  cured  within  10
                              business days after receiving  written notice from
                              the other party.

                              C) In  the  event  of  termination,  the  physical
                              equipment purchased during this agreement shall be
                              divided  equally,  as mutually  agreed between the
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                              parties  with  the  exception  of any  proprietary
                              items, software or hardware.

                              D) In the event of termination any project started
                              shall  continue  to   completion,   including  any
                              renewal  clauses as  determined  by the client and
                              detailed  in either the  Project  Memo  and\or the
                              client   contract.   Neither  EVC  nor  CGS  shall
                              discontinue providing services to clients, for any
                              reason,  while either party is still a functioning
                              business, for the term of the client contract.

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                              Arbitration The parties agree that any disputes or
                              disagreements  arising  hereunder or in connection
                              herewith  shall be settled by binding  arbitration
                              before the  American  Arbitration  Association  at
                              their offices  located in New York,  New York, and
                              that  any  judgment  awarded   thereunder  may  be
                              entered in any court of appropriate  jurisdiction,
                              and will have full force and effect therein.




Agreed this 13 Day of January,  2000





  /s/ Dr. Arol Buntzman
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 Dr. Arol Buntzman                                    CEO, EVC




 /s/ Victor Freeman
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Mr. Victor Freeman                              Executive Vice President, CGS