Exhibit 10.39(b)


                 II. NFP EDUCATIONAL SERVICE PROVIDER AGREEMENT

         AGREEMENT  dated  September  22, 1999 by and between WE MEDIA,  INC., a
Delaware  corporation  with  principal  offices at 130 WILLIAM ST., NEW YORK, NY
10038  ("WE  MEDIA"),   and  Educational  Video  Conferencing  Inc.  a  Delaware
Corporation with principal  offices AT EAST GRASSY SPRAIN RD, YONKERS,  NY 10710
("EVC").

                                   BACKGROUND

EVC has developed a system for delivering high quality distant learning programs
and has formed key relationships with major educational  institutions to deliver
fully  accredited  college  courses and degree  programs  along with  continuing
education,  from  institutions  to students in remote  locations.  This delivery
mechanism  has  proven to be a  comprehensive  system  allowing  for a  complete
educational  experience  controlled  by the  instructor  during a live  class or
delivered asynchronously to students on demand.

We Media has  undertaken a mission to provide  enabling  services to individuals
who have been denied access and choice to the services they need,  including the
disabled,  thier  families  and  friends.  In  this  undertaking,  We  Media  is
developing a fourth-generation  on-line portal community that shall exist as the
center of interaction for these individuals. This Internet community will act as
a unifying and central  location for its members to  interact,  learn,  grow and
meet one another.

In its  Mission  to  develop a  complete,  all-inclusive  community  to  provide
enabling  services to those in need, We Media is partnering with  not-for-profit
organizations.  These  partnerships  will provide  not-for-profit  organizations
access to  technology  and enabling  services  that has not been possible in the
past.

Given the  communication,  technological and community  capabilities of We Media
and the  educational  and distance  learning  expertise of EVC, We Media and EVC
hereby desire to enter upon this Agreement, to provide We Media's not-for-profit
(NFP) partners educational and distance learning services. Herein is defined the
agreed upon provisions of this partnership.

1. DEFINITIONS.

Terms used in this Agreement  which are  capitalized  shall have the definitions
set forth  below or  elsewhere  in this  Agreement.  References  to  Sections or
Exhibits refer to Sections of, or Exhibits to, this Agreement.

1.1.     "End-user" means a person serviced by a NFP, which We Media has under
          contract.

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1.2.      "Enrolled Student" means a person who is currently enrolled and has
          paid for one or more courses through EVC.

1.3.     "EVC ServiceS" means the services provided by EVC as described and
          agreed to in the agreement in Appendix A

1.4.      "Joint  Marketing  Agreement"  means the agreement  between EVC and We
          Media dated August 26 1999,  signed Dr. John McGrath,  President  EVC,
          Cary  Fields,  President  We Media,  Jordan  Serlin,  CEO We Media and
          Alexander Spinelli, Executive Vice President We Media.

1.5.     "NFP" means a not-for-profit organization servicing the disabled, their
          family or friends.

1.6.      "PErcentage  WE Media  Revenue to EVC" means the percent of We Media's
          gross  revenue  (not  including  bad  debt)  received  from  NFP's for
          providing  educational and distance learning services utilizing EVC as
          the technology provider.

1.7.      "Percentage  EVC Revenue to WE Media" means the percent of EVC's gross
          revenue (not  including bad debt)  received from enrolled  students of
          distance  learning  courses  offered from EVC acquired  partners  that
          require payment for the production and presentation of said course.

1.8.      "User Data" means the demographic information, names and email
          addresses of the End-Users.

1.9.      "WE Media  Properties"  means all Website pages,  print  publications,
          radio  broadcast and television  broadcasts  produced by or branded as
          the property of We Media.

2.       COMMITMENTS

2.1.      Promotion.  We  Media  will  present  EVC  as the  "distance  learning
          technology  partner of the We Community" to all We Media NFP partners.
          We Media will  encourage  NFP partners to  participate  in current EVC
          course offerings.

2.2.      Standard Enrollments. Any Enrolled Student that will be attributed, in
          writing, as arising from any We Media/NFP relationship, discussions or
          agreements will be counted as a We Media promotional enrollment as set
          forth in the provisions of the Joint Marketing Agreement.

2.3.      Service and Business OPportunity Creation. We Media will work with NFP
          partners to develop new  services  and  business  opportunities  based
          around EVC
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          distance learning services. These services may consist of NFP courses
          offered to NFP members, employees or constituents.

2.4.      Relationship  Management.  We Media  will  manage  all  aspects of the
          relationships  with NFP partners,  any and all commitments with regard
          to EVC must be approved by the president of EVC.

2.5.      Contract  Management.  We Media  maintains  the right to negotiate all
          aspects of all  contracts  with NFP  partners.  EVC will be  consulted
          concerning  any and all  aspects of NFP  contracts  that  involve  EVC
          commitment  or  participation.  All  sections  concerning  EVC must be
          submitted  to EVC for  approval,  with  the  understanding  that  such
          approval shall not be unreasonably denied.

2.6.      Agreements.  We Media and EVC may enter into  agreements  on a case by
          case basis  specifying  the details and special case  provisions  that
          each contract between We Media and a NFP requires.  Still We Media and
          EVC will abide by the terms and provisions set forth in this Agreement
          unless otherwise stated in such case-by-case agreements.

2.7.      Rights of First  Refusal.  We Media  will grant EVC the Right of First
          Refusal to  participate in any and all current or future NFP projects.
          If  participation  is refused by EVC, We Media may retain the services
          of any other distance learning technology provider.  If EVC chooses to
          participate in a NFP project,  all reasonable  efforts must be made by
          both EVC and We Media to come to mutually agreeable terms for said NFP
          project. If all reasonable measures have been exhausted and EVC and We
          Media can not agree,  We Media may retain  the  services  of any other
          distance learning technology provider.In turn,  EVC will  grant We
          Media the Right of First  Refusal  to work with any NFP, organization,
          company  or  institution  servicing  the disabled community,  their
          families and friends,  that EVC is currently or will at some future
          time enter into an agreement with.

2.8.      Charges to WFP. We Media has the right to negotiate  with NFPs any and
          all  fees  to be  paid  to We  Media  by  NFPs  for  the  delivery  of
          educational  services  provided  to the NFP as part of We Media's  NFP
          program  offering.  All fees with respect to the provision of distance
          learning  services  from  EVC  must be  approved  by EVC  prior to the
          execution of any  individual  NFP agreement  that includes  provisions
          relating to the  delivery of distance  learning  services by EVC.  The
          negotiation  of fees  between  We Media and NFPs  excludes  tuition of
          programs  or courses  provided  by EVC from EVC  acquired  educational
          partners. EVC may choose to wave the right of final  approval of fees
          to be paid by NFPs.

2.9.      Revenue Sharing.

2.9.1.  Percentage  EVC Revenue to We Media will be  determined by following the
        provisions set forth in the Joint Marketing Agreement.

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2.9.2.         Referring  to programs  developed  specifically  for NFPs and not
               covered  by  the  Joint  Marketing  Agreement,  unless  otherwise
               specified in forthcoming  agreements specific to particular NFPs,
               the  Percentage We Media Revenue to EVC will be set at a value of
               [*]%.  Any  deviation,  in any  direction  from  this  value will
               mutually agreed upon by EVC and We Media.

2.10.     Services. EVC will provide EVC Services and may provide other services
          to We Media NFP partners as set forth in each NFP  specific  agreement
          executed by We Media and EVC.

2.11.     WE Media Efforts. We Media will initially dedicate at least 20% of its
          NFP strategic  alliance program efforts to promoting the provisions as
          set forth in this  Agreement.  The amount of effort  dedicated to this
          end will increase or decrease based upon evaluations of the success of
          the EVC/We Media  initiative as defined in this  Agreement,  the first
          evaluation  coming  three  months  after  the  effective  date of this
          agreement.  The  determination  of success of the  initiative  will be
          based  upon  the  level  of  positive  responses  and  willingness  to
          participate in distance learning programs shown by NFPs.

2.12.     Additional  Efforts.  Given the nature of many NFP groups with whom We
          Media will be forming relationships,  there may be special, additional
          and/or unique needs and/or  requirements  for the delivery of distance
          learning programs, EVC and We Media will therefore make all reasonable
          efforts to deliver distance learning courses in light of such possible
          and  anticipated  extenuating  circumstances.  EVC and We  Media  will
          utilize their other  relationships  and  partnerships in an attempt to
          provide said services.  This includes  leveraging  relationships  with
          international  organization,  telecommunication industry relationships
          and any  other  relationships  that  may  assist  in the  delivery  of
          distance learning courses.

2.13.     Sanctity of Partners.  We Media and EVC agree that neither company may
          contact,  approach  or  enter  into  an  agreement  with  any  NFP  in
          accordance  with this agreement that the other is currently  pursuing,
          in discussions  with or has an agreement with without  express written
          consent from the other party.

4.        Payment; Reports

4.1.      Payment; Reports. Payments and reports will comply with the provisions
          of each contract covering the service offerings.

4.2.      Audit of Reports. Each party will maintain complete and accurate books
          and  records  sufficient  to prepare  accurate  reports as required by
          Section 4.1. Each shall have the right to cause such books and records
          to be audited by an independent  certified public accountant  selected
          by the  requesting  party.  Any

[*]  Confidential Portion
<PAGE>

          such audit shall be performed on seven
          (7) days  written  notice,  at the  expense of the  requesting  party,
          during  normal  business  hours,  no more  frequently  than  once in a
          twelve-month  period,  and in such a manner  as to avoid  unreasonable
          interference with normal business operations,  provided, however, that
          if any such  examination  reveals an  underpayment  to the  requesting
          party of more than five percent (5%) of the total  payment due for any
          quarter,  then  the  examined  party  shall  pay  the  costs  of  such
          examination.

5.       OWNERSHIP OF INTELLECTUAL PROPERTY

5.1.      Ownership.  As between the parties,  EVC shall retain all right, title
          and interest in and to the distance  learning service and its hardware
          and  software.  EVC and We Media  will  jointly  own any data  that is
          collected as part of any distance learning  program.  EVC and We Media
          will jointly own, where feasible, and not in conflict with educational
          providers'  policies and procedures,  state and federal  accreditation
          bodies  and all  applicable  state  and  federal  laws,  any  content,
          courseware or programs,  either electronic or traditional  created for
          any NFP. We Media will own any artwork,  Website and any other content
          created by We Media.  EVC will own any artwork,  Website and any other
          content created by EVC.

5.2.      Reservation  of Rights.  As between the parties,  any rights to the We
          Media  Properties  and  not  expressly  granted  hereunder  to EVC are
          reserved  to We  Media,  and  any  rights  to  hardware,  software  or
          promotional  materials  belonging  to EVC  and not  expressly  granted
          hereunder to We Media are reserved to EVC.

6.   CONFIDENTIALITY.

     Each party shall be entitled to disclose the  existence of this  Agreement,
     but agrees that the financial  terms of this Agreement  shall be treated as
     confidential  and shall not be  disclosed  to any  other  party;  provided,
     however, that each party may disclose the financial terms of this Agreement
     (a) as  required by a court or other  governmental  body,  or as  otherwise
     required by law,  (b) in  confidence,  to its legal  counsel,  accountants,
     banks, and current and prospective financing sources and their advisors, or
     in connection with an actual or proposed  merger or acquisition,  or (c) in
     connection with the enforcement of its rights under this Agreement.

7. REPRESENTATIONS AND WARRANTIES.

<PAGE>

         We Media and EVC each represent and warrant to the other party that:

         (a)      such party is an entity duly organized, validly existing and
                  in good standing in the jurisdiction of its formation;

         (b)      such party has full authority to enter into this Agreement, to
                  grant  the  rights   granted   herein,   and  to  perform  the
                  obligations assumed hereunder; and

         (c)      this Agreement, when executed by both parties, represents such
                  party's valid and binding  obligation,  enforceable against it
                  in accordance with its terms, subject to certain general legal
                  enforceability exceptions.

8. LIMITATION OF LIABILITY.

     IN NO EVENT  SHALL  EITHER  PARTY BE LIABLE  TO THE OTHER FOR ANY  SPECIAL,
     CONSEQUENTIAL,  INCIDENTAL,  OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY
     THEORY OF  LIABILITY,  ARISING OUT OF THIS  AGREEMENT,  WHETHER OR NOT SUCH
     PARTY IS ADVISED OF THE  POSSIBILITY OF SUCH DAMAGES,  AND  NOTWITHSTANDING
     ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9. TERM.

     The term of this Agreement  shall commence on the Date of the Agreement and
     shall  continue  until the fifth  anniversary  of the effective  date.  the
     parties  agree  that  commencing  june 30 2000,  and every  june 30th there
     after,  this Agreement  shall  automatically  be extended for an additional
     period of one year, subject to the conditions herein after contained.

9.1.      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 june 1st of any given year,  after which the
          agreement  will not be extended for an additional  one year,  but will
          only have the four years of the existing term remaining.

10.       GENERAL PROVISIONS.

10.1. Governing Law. This Agreement shall be governed by and construed under the
      laws of the  State of New York and the  United  States  (excluding  the UN
      Convention  on  Contracts  for the  International  Sale of Goods)  without
      regard to  conflict of laws  principles.  In any action or  proceeding  to
      enforce  rights  under  this  Agreement,  the  prevailing  party  shall be
      entitled to recover costs and attorneys' fees.

<PAGE>

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

10.3. Assignment.  Except as  otherwise  expressly  provided in this  Agreement,
      neither   party  may  transfer  or  assign  its  rights  or  delegate  its
      obligations hereunder (whether voluntarily or by operation of law) without
      the prior written  consent of the other party,  which consent shall not be
      withheld or delayed unreasonably,  provided that each party shall have the
      right to  transfer  this  Agreement,  and  assign  all of its  rights  and
      delegate all of its obligations  hereunder,  to any affiliate,  and to any
      successor by way of merger or consolidation or in connection with the sale
      or transfer of  substantially  all of its business and assets  relating to
      this Agreement.

10.4. Notices.  All  notices  under  this  Agreement  shall  be in  writing  and
      delivered  personally or by facsimile,  commercial  overnight courier,  or
      certified or registered mail, return receipt requested,  to a party at its
      respective address set forth herein.

10.5. Entire  Agreement.  This  Agreement  sets forth the entire  agreement  and
      understanding  of the parties  relating to the subject  matter  herein and
      merges and supersedes all prior discussions  between them. No modification
      of or amendment to this Agreement, nor any waiver of any rights under this
      Agreement,  shall be  effective  unless  in  writing  signed  by the party
      against  whom it is to be  enforced.  Nothing  express  or implied in this
      Agreement is intended to confer,  nor shall anything  herein confer,  upon
      any  person  other  than the  parties  and the  respective  successors  or
      permitted  assigns of the parties,  any rights,  remedies,  obligations or
      liabilities whatsoever.

10.6. Severability.  If the  application  of any provision or provisions of this
      Agreement to any  particular  facts or  circumstances  shall be held to be
      invalid or unenforceable by any court of competent jurisdiction, then: (i)
      the validity and enforceability of such provision or provisions as applied
      to any other particular  facts or circumstances  and the validity of other
      provisions of this Agreement  shall not in any way be affected or impaired
      thereby;  and (ii) such provision or provisions  shall be reformed without
      further action by the parties  hereto and only to the extent  necessary to
      make such provision or provisions  valid and  enforceable  when applied to
      such particular facts and circumstances.

10.7. Independent Contractors.  The parties are independent contractors, and
      nothing in this Agreement shall be construed to create a joint venture
      or partnership.

10.8. Force Majeure. A party will not be deemed to have materially breached this
      Agreement to the extent that performance of its obligations or attempts to
      cure any breach are delayed or prevented by reason of an act of God, fire,
      natural  disaster,  accident,  act of  government,  shortage of equipment,
      materials or supplies beyond the reasonable  control of such party, or any
      other cause beyond the reasonable  control of

<PAGE>

      that party (a "force majeure
      event"); provided that the party whose performance is delayed or prevented
      promptly  notifies the other party of the nature and duration of the force
      majeure event.

10.9.     Compliance With Laws.  Each party shall comply with all laws and
          regulations applicable to it.

In witness whereof, both parties have caused this Agreement to be executed as of
the date written above.

We Media, Inc.

/s/ Alexander Spinelli
-------------------------------------------
Alexander Spinelli, Executive Vice President

/s/ Cary Fields
-------------------------------------------
Dr. Cary Fields, President

AND

Educational Video Conferencing, Inc.

/s/ Dr. John J. McGrath
-------------------------------------------
Dr. John McGrath, President

<PAGE>
                      EDUCATIONAL VIDEO CONFERENCING INC.
                            DESCRIPTION OF SERVICES


Educational Video Conferencing,  Inc. ("EVC") is the technological and education
bridge that links content providers to users. EVC represents  content providers,
consisting of tier one, tow and three colleges and universities and professional
development  and  training  institutions,  each of which  may  offer  accredited
courses,  degrees  (both  undergraduate  and  graduate)  programs,   certificate
programs, job skill training and other educational opportunities.

EVC also acts as the technology  bridge for both students and  educators.  EVC's
delivery  models  connect  students  in a variety of methods to receive  courses
either  a  live  and  interactive  synchronous  delivery  method  or an  on-line
asynchronous delivery method. As part of this business construct as a technology
and content bridge,  EVC works closely with distance  learning  educators in the
use of technologically  advanced teaching  stations,  effective program designs,
delivery  and  re-creating  the  classroom  experience  as the  final  link that
completes the service offered by EVC.

EVC  will  provide  the  following  services  and  offerings  as part  of  EVC's
agreements with WE Media,  Inc. ("We Media").  These services and offerings will
be extended as long as they are both financially and reasonably feasible. If, at
any time, EVC changes these offerings WE Media will be notified in writing prior
to the  effective  date of the change.  The  offerings  and services are broadly
defined as follows:

          1.   EVC will provide both the educational institution and
               receiving institution with video conferencing and distance
               learning hardware and software at no cost to We Media,
               Subject to EVC;s standard policies and procedures.

          2.   EVC will provide students that sign up for 15 (3 credit)
               undergraduate courses or 8 (3 credit) graduates courses with a
               free video enabled computer and high speed Internet monthly
               charges, subject to EVC's standard policies and procedures

          3.   EVC will instruct educational  personnel,  who will be
               moderating,  managing, teaching or  delivering  a distance
               learning  course over EVC  systems,  how to prepare, deliver
               and transfer educational courses through the EVC distance
               learning system.

          4.   EVC will extend its other promotional offerings as part of
               its agreements with We Media, where reasonable.

IN WITNES WHEREOF, the parties have executed this Agreement as dated below.


September 7, 1999


We Media, Inc.                          Educational Video Conferencing,
                                        Inc.


/s/ Alexander Spinelli                  /s/ Dr. John J. McGrath
-------------------------               --------------------------------
Alexander Spinelli, EVP                 Dr. John McGrath