AGREEMENT BETWEEN EDUCATIONAL VIDEO CONFERENCING, INC.
         AND ROCHESTER CITY SCHOOL DISTRICT, NEW YORK, FOR THE OFFERING
                AND TRANSMITTAL OF INTERACTIVE TELEVIDEO COURSES


                                   WITNESSETH
                                  ------------



     AGREEMENT  made this 22 day of December,  1998,  between the Rochester City
School District  (hereinafter  referred to as "ROCHESTER"),  located at 131 West
Broad Street,  Rochester,  New York 14614 and  Educational  Video  Conferencing,
Inc., (hereinafter referred to as "EVC"), with offices located at 35 East Grassy
Sprain Road, Yonkers, New York 10710.

          WHEREAS, ROCHESTER is a school district located in Rochester, New York
interested in providing  access to and  opportunities  for higher  education and
learning programs to employees,  students and residents (hereinafter referred to
as "Stakeholders"), and

          WHEREAS,  EVC is a domestic  corporation  engaged in the  business  of
Interactive Televideo, and

          WHEREAS,  ROCHESTER  and EVC wish to enter into a mutually  beneficial
agreement whereby EVC will provide a grant to Rochester in the form of access to
EVC transmitted  courses from accredited  colleges,  universities,  training and
staff development organizations, and other educational providers or institutions
to the Stakeholders,

          NOW,  THEREFORE in  consideration  of $10.00 in good funds, as well as
the mutual covenants contained herein, the parties hereby agree as follows:

          1. EVC shall,  for the  duration  of this  Agreement  and any  renewal
hereof transmit and offer to the ROCHESTER Stakeholders accredited undergraduate
and  graduate  college  courses,  degree  and  non-degree  programs,  along with
professional  seminars,  certification  programs,  licensing  programs and other
programs  (hereinafter  collectively  referred to as "The  Program")  offered by
accredited  colleges  and  universities  (including  but not  limited to Adelphi
University,  Mercy College,  the University of Notre Dame, Manhattan College and
The  College of  Insurance)  through  EVC,  via  Interactive  Televideo/Distance
Learning (Hereinafter  "ITV/DL"), to ROCHESTER sites, commencing with the Spring
Semester, 1999. In particular,

          a.) EVC shall offer teachers in ROCHESTER access to Masters Degrees in
Education and post Masters  courses,  along with staff  development  courses and
programs.


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<PAGE>


          b.) EVC  shall  offer  high  school  seniors  in  ROCHESTER  access to
accredited   college   courses  which  may  be   transferable  to  colleges  and
universities  of their  choice,  subject  to  appropriate  grades  and  official
transfer policies of the receiving institutions,  as well as S.A.T.  preparation
programs (subject to execution of a contract with Kaplan Learning Systems).

          c.) EVC shall offer students enrolled in Kindergarten  through Twelfth
Grades in  ROCHESTER  academic  enhancement  programs and courses  (e.g.  Kaplan
Learning Systems,  Computer City Software courses,  etc. subject to execution of
contracts).

          2. ROCHESTER  shall not be responsible  for, nor shall it be permitted
to  exercise  control  over any of the  policies  and  procedures,  academic  or
administrative,  of  the  various  colleges,  universities  and  other  academic
providers; the participating  institutions shall bear the entire burden and cost
of their own administrative functions, including but not limited to, admissions,
registration, academic advising, etc.

          3. Rooms and Equipment

          a.) ROCHESTER agrees to provide,  at no cost to EVC, a minimum of four
(4) high school rooms to be selected by the  Superintendent of Schools which are
capable  of  accommodating  the  video  conferencing   equipment  and  necessary
accessories  (hereinafter referred to as "equipment"),  as well as accommodating
the  students  enrolled in EVC  sponsored  classes.  Any costs  associated  with
opening  and  closing  such  schools  for  access  to The  Program  shall be the
responsibility of ROCHESTER. These costs include lighting, HVAC, and appropriate
furnishings.  Said rooms shall be  available to EVC Monday  through  Friday from
5:00 P.M. to 10:00 P.M.  and  Saturdays  from 9:00 A.M. to 3:00 P.M.  Said rooms
need not be dedicated  space,  and may be used by ROCHESTER for its own use when
EVC courses are not running.

          b.) ROCHESTER  shall be permitted to utilize EVC equipment  when it is
not in use by EVC.  ROCHESTER  agrees to hold EVC harmless and indemnify EVC for
any loss or  damages  resulting  from the use of this  equipment  by  ROCHESTER.
ROCHESTER will be responsible for reimbursing EVC for any costs  associated with
the repair or  replacement  of any  equipment  lost,  damaged or stolen while in
ROCHESTER'S possession.

          c.) EVC shall provide all  telecommunications  equipment  necessary to
provide  access for EVC  courses to ITV/DL  students  at the four (4)  ROCHESTER
schools.  EVC shall also be  responsible  for  installing  and  maintaining  all
appropriate  telephone lines for its equipment at the four (4) ROCHESTER schools
subject to the review and prior  approval of the  Directors  of  Facilities  and
Management  Information Systems. The provision,  installation and maintenance of
such   equipment   and  lines  shall  be  at  the  sole   expense  of  EVC.  All
telecommunications costs shall be paid by EVC. All such equipment and associated
accessories  shall  be and  remain  the  sole  and  exclusive  property  of EVC,
including but not limited to any and all patents,  copyrights and trademarks, if
any, associated therewith, and shall be removable by EVC at its expense upon the
expiration or termination of the Agreement.

          d.) ROCHESTER  shall permit EVC, its  employees  and/or  agents,  such
access to the four (4) ROCHESTER schools as shall be reasonably necessary to the
installation  and  maintenance  of any  equipment  and lines  provided by EVC in
connection  with this  grant,  as well as for the proper  administration  of the
program.

          e.) EVC shall  maintain all of the  equipment and lines it provides in
proper  working  order and shall  enter into  service  contracts  with  reliable
service  companies (at EVC's expense) in order to ensure  reasonably  prompt and
proper maintenance and repair of said equipment and lines, including replacement
if necessary. However, EVC shall not be responsible for service or repair delays
or  interruption  of service  caused by strikes,  labor  actions,  power outages
(other  than those  limited  to school  locations  alone),  acts of God or other
matters beyond EVC's control.

          f.) EVC reserves the right to remove its  equipment and lines from any
school  that  does not have  sixty  (60)  student  course  registrations  in any
semester, and/or to direct students to another school location.

                                     
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<PAGE>

          4. a.) EVC shall  provide  materials  from the  various  colleges  and
universities and other educational providers at no cost to ROCHESTER,  including
but not limited to brochures, surveys, registration materials and videotapes. In
return,  ROCHESTER  will  distribute  the  materials  provided  by  EVC  to  its
employees,  and also to its  students  not less  than  twice  per  semester  for
students to take home to their parents.

          b.) EVC shall be  responsible  for  providing  all marketing and other
promotional  materials,  subject  to the  review  and  approval  of  ROCHESTER'S
Superintendent.

          c.) ROCHESTER shall permit EVC to conduct open houses and registration
meetings at such ROCHESTER locations as may be mutually agreed upon from time to
time, it being understood that these open houses and  registration  meetings are
to be scheduled at times and places  convenient to ROCHESTER  Stakeholders so as
to maximize potential registrations.

          d.) ROCHESTER  will  enthusiastically  cooperate with EVC in promoting
this EVC program to ROCHESTER Stakeholders.

          5. The ROCHESTER  stakeholders  shall be charged the standard  tuition
charges  of the  participating  colleges,  universities  and  other  educational
providers,  together with all  appropriate  standard  fees.  Tuition will be the
responsibility of the individuals taking classes.  Students eligible for TAP and
PEL may receive  federal and state funding  along with other tuition  assistance
that may be available from the colleges and  universities  thereby enabling many
economically  disadvantaged residents of ROCHESTER the ability to attend college
on a  full-time  basis  at no  tuition  cost.  In no  case  shall  ROCHESTER  be
responsible for any tuition costs incurred by this program.

          6. ROCHESTER acknowledges that by entering into this Agreement it will
be gaining  access to certain  technology,  procedures  and markets that are the
property and trade secrets of EVC.  ROCHESTER  agrees that,  for the duration or
the Agreement and any extensions hereof,  ROCHESTER will not disclose,  directly
or  indirectly,  to any person,  corporation  or entity,  any of the  procedures
technology,  software,  hardware, etc., employed by EVC in providing Interactive
Computer or Televideo  Communication  services in connection herewith,  and will
not knowingly  grant access for any competitor or potential  competitor to view,
examine,  copy and/or  photograph,  any of the  procedures  (including  training
manuals, if any), technology,  equipment,  software, etc., as referred to above,
without the prior written permission of EVC.

          7. The  tenure of this  Grant  shall be FIVE (5)  YEARS  from the date
first written above and shall  automatically  be extended for one (1) additional
year on the anniversary of the original execution.

         In the event that  either  party  should  desire  not to  automatically
                                                           --- 
extend this grant,  then the party so desiring  must notify the other in writing
not less than ninety (90) days prior to the  anniversary  date of this Grant, in
which case this Grant shall only have FOUR (4) YEARS remaining in its term.

         8. 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.

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

                                       
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<PAGE>

         10. 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.

         11. 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.

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

         13. This agreement  shall be binding on the respective  parties' heirs,
successors, and assigns.

         14. 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.

EDUCATIONAL VIDEO CONFERENCING, INC.

By:   /s/ JOHN J. MCGRATH
      -----------------------------
      Dr. John J. McGrath
      President


ROCHESTER CITY SCHOOL DISTRICT

By:    /s/ LOUIS S. KASH
       ----------------------------
       Louis N. Kash
       Counsel


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