Exhibit 10.37

July 26, 1999

Roger Shanafelt
Excite@Home Network
425 Roadway
Redwood City California 94063

RE: EVCI and Excite@Home Marketing Alliance

Dear Roger,

This  letter  outlines  and  confirms  the  terms of the  EVCI  and  Excite@Home
Alliance/Partnering agreement.

Excite@Home is the leading provider of broadband Internet access and interactive
services,  providing  advertisers with  multimedia-rich  online  advertising and
marketing  opportunities  and distributing  high-speed  interactive  services to
residences and business.

The  Excite  portal is an  award-winning  destination  that  reaches  one of the
largest  audiences  on the  Web,  with  over  38  million  registered  customers
providing exceptional targeted advertising opportunities.

EVCI is the  leading  provider of live  interactive  two-way  video  conferenced
distance  learning  providing  access to accredited  college  courses and degree
programs,   test  prep  and  liscencing  programs  and  training  from  multiple
educational providers.

By  providing  Excite@Home  high-speed  Internet  customers  access to  programs
offered  by EVCI's  educational  providers  via  interactive  video  conferenced
distance learning (IVC/DL), EVCI will be helping Excite@Home achieve its mission
"to  provide  high-speed,  fully  integrated,  multimedia  services,  which will
revolutionize  the way people  interact with  information and each other at home
and at work".

Providing Excite@Home consumers, cable subscribers and others access to programs
offered by EVCI's educational  providers over Excite@Home's  high-speed Internet
network via interactive  video  conferenced  distance  learning  (IVC/DL),  will
provide a compelling reason for Excite members,  cable subscribers and others to
order @Work's high-speed Internet service.


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EVCI and Excite@Home will market and promote EVCI and EVCI offerings through-out
the @Home broadband portal and the Excite.com property,  thereby educating @Home
an  Excite.com  customers  about EVCI and it's  capabilities,  drive early @Home
adopters to EVCI to register for college  courses,  degree programs and training
programs and provide a compelling  content reason for the Excite portal users to
up-grade to the @Home Networks high speed Internet service.

EVCI's initial  offering to @Home high-speed  Internet  customers and Excite.com
users will bundle (1) compelling  educational and training  content,  (2) a Dell
Pentium III 500 mg PC video enabled with an Intel Proshare 500 videoconferencing
system and custom  distance  education  front software and (3) @Work Remote high
speed Internet service over cable and @Work Internet DSL where available.

Students  registering for one of bundled EVCI's  Fast-Track cohort programs will
receive the video enabled computer free and the @Work Remote high speed Internet
service free while they are enrolled in the program.

Additionally,  EVCI  will  mass  market  its  bundled  cohort  program  in major
metropolitan  markets  in  newspapers,  radio,  cable TV,  and bus  shelter  and
billboard ads.  EVCI's will rollout its mass marketing  campaign in the NY metro
market followed by NJ, Washington DC, Baltimore, Pittsburgh and Philadelphia.

The term of the  agreement  shall be 5 years  from  execution,  and  renew for 1
additional year on each anniversary of the execution date of this agreement.

Advertising on the @Home and Excite portals:
-------------------------------------------
The EVCI  campaign  on @Home will  initially  target the @Home  subscriber  base
within  AT&T,  Comcast,  and Cox  systems.  The first six (6) week period of the
campaign will include  2,000,000  General  Rotation half banner  impressions and
1,375,000 General Rotation half b*box impressions. Two weeks prior to the end of
the initial 6 weeks campaign period,  and each month thereafter  during the term
of the  Alliance,  EVCI will advise  @Home of the number  impressions  to be run
during the next 4 week period of the campaign.

The EVCI  campaign on the Excite portal will be on a targeted  base.  The number
and placement of impressions to be run on the Excite portal during the initial 6
week period TBD by EVCI within 2 weeks. Thereafter, EVCI will advise Excite@Home
on a monthly basis the  number and  placement  of  impressions  to be run on the
Excite.com portal during the following month.

Design, Creative Direction & Program Development:
------------------------------------------------

@Home's  Media  Services  team  will team will  partner  with EVCI to  initially
develop two unique  campaign  executions  that are designed to drive traffic and
interest,  raise brand  awareness and  merchandise  EVCI's bundled  offerings of
educational  content,  video  enable  computer  and the  @WorkRemote  high-speed
Internet  service.  This component  includes  Broadband/Rich  Media  consulting;
storyboard, creative concept development;


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art direction,  creation of interface;  design and  production of ad units;  and
quality assurance testing.

Investment
----------
EVCI's investment for Excite@Home's  initial creative services  described above,
not to exceed $20,000 Net, will be based on a 50% discount.  Additional creative
services requested by EVCI during the first three months of the campaign will be
eligible for a 50% discount;  thereafter-additional  creative services requested
by EVCI will be subject to a 35% discount.

EVCI's  investment for the @Home portal portion of the campaign during the first
6 week period for the 3,375,000 total impressions will be $75,000 Net (2,000,000
1/2 banner  impressions at cost:  $10cpm;  1,375,000  b*box  impression at cost:
$40cpm).  Additional 1/2 banner and b*box  impressions  requested by EVCI during
the  remainder of the first three months of the campaign  will be priced at cost
($10cpm and $40cpm respectively); thereafter additional impressions requested by
EVCI will be based on cost plus 20%.

EVCI's investment for Excite media buys requested by EVCI during the first three
months of the campaign will be based @Work's internal cost thereafter additional
media impressions on Excite requested by EVCI will be based on cost plus 20%.

@Work, the business division of Excite@Home, has agreed to contribute $20,000 to
the cost of the EVCI campaign on the Excite portal and @Home Network.

@Work Access Services Volume Discount Schedule
----------------------------------------------
@Work will be EVCI's preferred  provider of high speed Internet services for all
bundled sales generated from advertising on the @Home portal,  the Excite portal
and parallel  advertising EVCI runs in traditional media bundling any Exite@Home
high-speed Internet service.

The following discount schedule shall apply for when EVCI bundles  @Home/@Work's
high-speed Internet service via Hybrid Fiber Coax and DSL:

-     Hybrid Fiber Coax (HFC):  EVC shall receive a 10% discount from list price
     for monthly recurring fees. No discount for installation fees shall apply.

-     DSL, Fractional T-1, Full T-1, and all other Multi-megabit  services: EVCI
     shall receive  discounts of 10% of Monthly  Recurring Charges (MRC) for the
     total Monthly  Recurring  Charges up to $25,000 per month, 15% for MRC from
     $25,001 to $100,000, and 20% over $100,000. EVCI shall receive discounts of
     25% of Non Recurring  Charges (NRC) for the total Non Recurring  Charges up
     to $25,000 per month, 25% for NRC from $25,001 to $100,000, and 30% for NRC
     over $100,000.

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@Work Co-Marketing Commitment
-----------------------------
@Work will  contribute 10% of the MRC from all non-HFC  services  collected from
the previous  quarter for targeted  marketing  specific to advancing  additional
@Work connections to end customers.  @Work will attempt to get MSO participation
for additional marketing support and discounts for HFC Access Services.

Everyone at EVCI is excited  about  working with  Excite@Home  and are convinced
that  the  EVCI and  Excite@Home  alliance  bundling  educational  content  with
high-speed Internet service,  will provide a compelling motivation that advances
additional connections for @Work and registrations for EVCI.

Please  confirm your  agreement  with the terms and  conditions  of the EVCI and
Excite@Home alliance outlined above by signing and returning an original of this
letter by overnight mail and returning a copy by fax.

Very truly yours,

/s/ Dr. Arol I. Buntzman
-------------------------
Dr. Arol I. Buntzman
Chairman & CEO


         Accepted and Agreed To:

EDUCATIONAL VIDEO                             Excite@Home
  CONFERENCING, INC.


By:  /s/  Dr. Arol I. Buntzman        By:  /s/ Roger Shanafelt
     ---------------------------          --------------------------

Name:  Dr. Arol I. Buntzman         Name:  Roger Shanafelt
      --------------------------          --------------------------
Title:  Chairman and CEO            Title: Dir., Regional & Strategic Accounts
      --------------------------          --------------------------------------
Date:  August 6, 1999               Date:  7/30/99
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