Exhibit 10.38


           AGREEMENT BETWEEN EDUCATIONAL VIDEO CONFERENCING, INC. AND
             CONCORDIA COLLEGE FOR THE OFFERING OF INTERACTIVE VIDEO
                               CONFERENCED COURSES


                               W I T N E S S E T H

     AGREEMENT made this 19th day of August,  1999,  between  Concordia  College
with offices located at, 171 White Plains Road, Bronxville,  New York 10708-1998
(hereinafter  referred to as "CONCORDIA"),  and Educational  Video  Conferencing
Inc.,  (hereinafter  "EVC"), with offices located at 35 East Grassy Sprain Road,
Suite 504, Yonkers, New York 10710.

          WHEREAS, CONCORDIA is an institution of higher learning duly certified
by the  Education  Department  of the  State of New York and  accredited  by the
Middle States  Association  of Colleges and Schools 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,  CONCORDIA  and EVC wish to enter into a mutually  beneficial
agreement  whereby  EVC  will  provide  access  to  CONCORDIA  courses  to  such
consumers,

          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. a.) EVC shall have the right, for the duration of this agreement and any
renewal  hereof,  to offer all  undergraduate  courses and  programs  offered by
CONCORDIA via  Interactive  Video  Conferencing/Distance  Learning  (hereinafter
"IVC/DL") commencing in October 1999.

          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  CONCORDIA and EVC agree otherwise in writing,  the minimum
class size for the offering of an ITV/DL course shall be Fifteen (15) students.

     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
CONCORDIA 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, CONCORDIA shall
not be  responsible  for the cost of any equipment  whatsoever at  Institutional
Employer locations and/or students homes.
<PAGE>

     3. EVC is responsible for costs for marketing,  advertising,  and promotion
regarding  EVC's  offering  of access to  CONCORDIA  courses.  Unless  otherwise
agreed, CONCORDIA will provide 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 CONCORDIA
programs and courses offered through EVC.

     4. CONCORDIA shall provide rooms capable of becoming teacher stations. This
includes  installing and maintaining  adequate telephone lines (ISDN and regular
telephone lines) and electrical  outlets.  CONCORDIA 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 four (4)
teaching  stations in the rooms provided by CONCORDIA to video conference 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.

     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  CONCORDIA,  and  all  rights  and  interests  in said
materials will remain the sole and exclusive property of CONCORDIA.

     7. a.) EVC is  responsible  for the  necessary  maintenance,  repair and/or
replacement  of video  conferencing  equipment  supplied to CONCORDIA 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.)  CONCORDIA  will be  responsible  for  the  prompt  repair  and/or
replacement of interactive  video  conferencing  equipment located at CONCORDIA,
which may be damaged through improper or unauthorized use.

          d.) CONCORDIA is  responsible  for the repayment to EVC of the cost of
replacement of any EVC  equipment,  which is lost or stolen while in CONCORDIA's
custody and control.

         8.  Neither  party shall  utilize the  other's  name or any  associated
names,  trademarks,  copyrights,  etc.,  without  prior  written  consent.  Such
permission shall not be unreasonably denied.

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

          b.) CONCORDIA  shall be responsible  for obtaining the services of 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.


                                       2

<PAGE>

     10. EVC is solely responsible to provide site locations for IVC/DL students
to participate in CONCORDIA  courses.  CONCORDIA 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, CONCORDIA 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. If the Education Department
of the State of New York should advise that any CORCORDIA  activity,  curriculum
and/or academic  content with EVC does not comply with the Education  Department
directives  or criteria,  the CONCORDIA  activity,  curriculum  and/or  academic
content   so   referenced   will   neither  be   provided   by   CONCORDIA   nor
marketed/distributed by EVC.

     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. CONCORDIA 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 CONCORDIA,  i.e., Fall, Spring and
Summer.  EVC agrees not to schedule course dates and times on Sunday Mornings or
religious  holidays  when  CONCORDIA  courses  are not offered or at other times
unacceptable to CONCORDIA.

     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.) CONCORDIA  shall  attempt to obtain  and/or  maintain all New York
Department of Education, Middle States Association,  and any other accreditation
necessary to the offering of college  courses and credits  under the  applicable
law. Should CONCORDIA 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.

     15.  Administrative Functions

          a.) CONCORDIA 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.  EVC's  marketing
function  shall include  gathering and  delivering to CONCORDIA the  information
specified by CONCORDIA for these functions.

          b.) CONCORDIA 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 CONCORDIA nor for return of any of the
aforesaid documents to CONCORDIA.

     16. Fees


                                       3
<PAGE>

     a.) CONCORDIA shall pay to EVC, on the 10th day of each month,  [*] PERCENT
of the gross  tuition  actually  collected by  CONCORDIA  the  preceding  month,
exclusive of any  institutional  aid or grants  provided by CONCORDIA,  from any
source  whatever,  from or on behalf of any student employed by an Institutional
Employer customer of EVC registered for and attending  accredited college degree
courses  being  offered  through  EVC's,  said  payments to  commence  the month
immediately  following  the  collection  of any such tuition by  CONCORDIA.  All
checks  for  courses  taken  will be made out to  CONCORDIA.  Additionally,  the
percentages  calculation  of payment to EVC by  CONCORDIA  will never exceed the
percentage  calculated  that  EVC may  subsequently  negotiate  with  any  other
Lutheran  College  or  University,  and thus may be  revised  from time to time.
Student application or processing fees payable to CONCORDIA are not part of this
agreement.

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

          c.)  Commencing on September 10, 1999,  and continuing on the 10th day
of every month thereafter, CONCORDIA will supply EVC with a list of all students
who have applied to CONCORDIA,  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 CONCORDIA updated information relating to CONCORDIA
students each month.

          d.) 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 CONCORDIA by
EVC,  the  format of which  shall be  subject  to  CONCORDIA's  approval,  which
approval shall not be unreasonably withheld.

          e.) Within THIRTY (30) DAYS of the  completion  of each Fall,  Spring,
and Summer  Semester,  CONCORDIA shall present to EVC, in writing,  any requests
for  adjustments  or credits on monies  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 CONCORDIA's
account  with one  single  adjustment  in the month  following  such  request by
CONCORDIA. NOTE: This is consistent with CONCORIDA's own reimbursement policy in
three  equal  installments  over the three  months  immediately  following  such
request by CONCORDIA.

          f.) Students  registering  for CONCORDIA  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 CONCORDIA until completion of the course, thereby enabling said students to
register for CONCORDIA 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.

          g.) Students registering for CONCORDIA 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.

[*] Confidential Portion


                                       4
<PAGE>

     17. a.) CONCORDIA  will provide up to four (4)  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.

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

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

     21.  CONCORDIA will assign at least one person who at all times will act as
liaison between CONCORDIA 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.

          c.) In light of the  foregoing,  the  parties  agree  that  commencing
August  1,  2000  and  every  August  1st   thereafter,   this  agreement  shall
automatically be extended for an additional  period of ONE (1) YEAR,  subject to
the conditions hereinafter contained.

          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
April 1 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.  CONCORDIA  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.  CONCORDIA  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,  CONCORDIA will not independently  video
conference or computer  conference  its college  courses or programs  under this
contract to EVC students, clients or their employees.


                                       5
<PAGE>

     25. The parties  agree that  disclosure  of the terms of this  agreement to
others will cause EVC  irreparable  damage to its business.  The parties  agree,
therefore,  that  CONCORDIA  shall not disclose the terms of this agreement with
the prior written permission of EVC.

     26. 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.

     27. 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.

     28.  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.

    29. 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.

     30. 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.

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

     32. 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 White Plains, 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.

     33. 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.


CONCORDIA COLLEGE


By:  /s/ Viji George
     -------------------------------
         Viji George, Ph.D.
         President

EDUCATIONAL VIDEO CONFERENCING, INC.


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