KAPLAN - EVC
                         EDUCATIONAL PROVIDER AGREEMENT

                               W I T N E S S E T H

This  AGREEMENT  is made  this 23rd day of March  1999,  by and  between  KAPLAN
EDUCATIONAL CENTERS,  INC. with offices located at 888 Seventh Avenue, New York,
NY 10006-0001 (hereinafter  "KAPLAN"),  and EDUCATIONAL VIDEO CONFERENCING INC.,
(hereinafter  "EVC"),  with  offices  located  at 35 East  Grassy  Sprain  Road,
Yonkers, NY 10710.

          WHEREAS,  KAPLAN is a domestic corporation engaged in the business of,
among other things,  providing test prep programs and training to  corporations,
K-12 school districts and individuals, and

          WHEREAS,  EVC is a domestic  corporation  engaged in the  business  of
providing  access to  educational  programs and training to  corporations,  K-12
school districts and individuals by way of Interactive Video Conferencing.

          WHEREAS,  KAPLAN  and EVC wish to  enter  into a  mutually  beneficial
agreement  whereby  EVC will  provide  access to KAPLAN test prep  programs  and
training to EVC customers.

          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) For the duration of this agreement and any renewal thereof, EVC
shall offer those  Kaplan SAT and GMAT test  preparation  courses,K-12  programs
(e.g. staff development,  tutoring, remedial, ESL, Regents test preparation) and
select  Dearborn (a  wholly-owned  Kaplan  subsidiary)  Insurance and Securities
Training courses set forth on Exhibit A hereto (hereafter  "Kaplan Courses") via
interactive  video   conferencing/distance   learning  (hereinafter   "IVC/DL"),
commencing  March 1999. With respect to any of the Dearborn  insurance  courses,
EVC expressly  acknowledges that the offering thereof under this Agreement shall
at all times be subject to the  specific  course  itself being  approved  and/or
licensed in the State in which it will be  delivered.  Prior to  scheduling  any
Dearborn  insurance  course  offering  set  forth  in  Schedule  A  hereof  in a
particular  State, EVC shall first seek  confirmation  from Kaplan as to whether
such  course  may be  delivered  in  that  jurisdiction.  Kaplan  shall  use its
reasonable  efforts to obtain  any  necessary  approvals,  subject to Section 11
herein,  for the  offering of said Kaplan  courses in the various  jurisdictions
requested by EVC. Subject to mutual written agreement, additional courses may be
added.  With the  exception  of the  provision  by EVC of STC courses to Merrill
Lynch in connection with the pilot test program entered into by EVC prior to the
execution of this Agreement (and  thereafter  without  limitation  solely in the
event that  Merrill  Lynch  determines  that it wishes to offer STC rather  than
Kaplan  programs  after the  conclusion  of the pilot test  program) and courses
currently  offered by the College of Insurance,  New York, New York,  during the
term of this  Agreement,  Kaplan shall be the exclusive  provider of courses set
forth in Exhibit A hereto on the EVC network. With respect to courses offered by
third  parties on subjects  other than those set forth in Schedule A hereto,  in
the event that EVC wishes to deliver  said other third  party test  preparation,
insurance or real estate courses through its EVC network, EVC shall first notify
Kaplan in writing of its desire to offer said  courses  and Kaplan  shall have a
first right of negotiation in connection therewith. In the event that Kaplan and
EVC are unable to reach  agreement on terms  acceptable  by both parties  within
thirty (30) days of EVC's notice to Kaplan,  or any longer period so agreed upon
by the parties,  EVC shall be free to enter into  agreement with the third party
provider  without  any  liability  to  Kaplan.   Notwithstanding  the  aforesaid
sentences,  EVC  expressly  acknowledges  that it shall not offer any  course or
other materials supplied by The Princeton Review,  Sylvan Learning Centers,  STC
and/or  Pictorial (or any successor,  parent,  affiliate or subsidiary  thereof)
regardless  of the  platform  or  manner  of  delivery  during  the term of this
Agreement.  In addition,  Kaplan  hereby agrees that it shall not deliver any of
the  courses  set  forth  in  Schedule  A  hereto  in  two-way  classroom  video
teleconferencing  format  through any third party  entity  except EVC during the
term of this Agreement.

                                       1

<PAGE>

               b) For the purposes of this agreement, IVC/DL shall be defined as
live,  interactive two way classroom based video  conferencing via group IVC and
DVC  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.

               c) Unless KAPLAN and EVC agree otherwise in writing,  the minimum
class size for the  offering of an IVC/DL  course  shall be 15 students  and the
maximum shall be 40 students.

          2. Equipment

               a)  EVC  will  provide  up to  four  video  conferencing  teacher
stations,  subject to registration  demand, at mutually agreed upon Kaplan sites
to provide  access for KAPLAN  courses to IVC/DL  students via group IVC and DVC
systems.  Said teaching  stations will be installed,  maintained and paid for by
EVC and shall remain the exclusive property of EVC.

               b) EVC will be  responsible  for the  necessary  maintenance  and
prompt  repair  and/or   replacement  of  IVC/DL  equipment  located  at  KAPLAN
locations. EVC agrees to make every reasonable effort to maintain said 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.  KAPLAN is responsible for necessary  maintenance,
prompt repair or replacement of EVC Teacher Stations damaged during unauthorized
use or stolen.

               c) KAPLAN  will  provide one room at up to four  locations  to be
equipped by EVC rooms, subject to registration demands,  with  videoconferencing
teacher stations in order to facilitate  delivery of Kaplan/EVC  IVC/DL courses.
Said  room will be a minimum  of 12 feet by 16 feet with  adequate  electricity,
lighting and HVAC.

               d) Rooms at KAPLAN equipped with IVC/DL teaching  stations do not
have to be dedicated rooms and may be used by KAPLAN for any function or purpose
so long as said rooms are not scheduled for  Kaplan/EVC  IVC/DL courses and said
Kaplan  function/use  does  not  interfere,   nor  conflict  with,  delivery  of
Kaplan/EVC  IVC/DL courses.  EVC shall not utilize any Kaplan rooms for purposes
other than delivery of the Kaplan/EVC Courses.

               e)  Kaplan  will  grant  EVC,  its  agents  and   subcontractors,
reasonable  access to said  rooms as is  required  for proper  installation  and
operation  of the  teacher  stations,  including,  but not  limited  to,  IVC/DL
equipment and telecommunication lines.
  
                                     2
<PAGE>

          3. Marketing

               a) EVC shall develop and produce,  in  consultation  with KAPLAN,
course-offering  brochures  promoting  KAPLAN  courses  to be offered by EVC via
IVC/DL  ("Kaplan/EVC  Courses").  EVC will  provide  Kaplan  with draft copy and
design  for  proposed  brochures.  EVC and  Kaplan  will  mutually  agree on the
content,  description  and  presentation  of Kaplan  products  featured  in such
brochures.  EVC shall be reimbursed,  on a direct cost pass through  basis,  for
brochure  development and production costs ("Marketing  Costs") out of the gross
tuition  revenue  derived  from  Kaplan/EVC  Courses,  not to exceed 10% of such
revenue.  Kaplan shall have no  obligation  to reimburse  EVC for any portion of
said  costs that  exceed ten (10%)  percent  of net  revenues  derived  from the
Kaplan/EVC  Courses.  For purposes of this Agreement,  "net revenues" shall mean
gross revenues less adjustments under Section 13(e) herein. In addition,  Kaplan
shall have the right to generate  marketing  materials  for the promotion of the
Kaplan/EVC  Courses.  EVC  and  Kaplan  will  mutually  agree  on  the  content,
description  and  presentation  of Kaplan  products  featured  in any  marketing
materials  prepared by Kaplan.  In the event that Kaplan  exercises  said right,
Kaplan shall be entitled to reduce any Marketing Costs  reimbursement  to EVC by
the cost of Kaplan's marketing development and production costs (calculated on a
direct  cost pass  through  basis)  not to exceed  5% of gross  tuition  revenue
derived from the  Kaplan/EVC  Courses  provided that Kaplan spends an additional
dollar  for  every  dollar  of  Marketing  Costs  reimbursed  to EVC  by  Kaplan
hereunder.

               b) Kaplan will  provide EVC with  copies of  collateral  material
describing  each of the  products  that  is to be  featured  in  course-offering
brochures.

               c) EVC  will  be  responsible  for  costs  of  distributing  said
Brochures to EVC customers and for EVC's costs for  marketing,  advertising  and
promotion  of EVC's  offering  of  access  to KAPLAN  educational  programs  and
training to EVC customers and their employees.
 
                                      3
<PAGE>

          4. Telecommunications Costs

               a)  EVC  will  be  responsible  for  installing  and  maintaining
telecommunication  transport lines (e.g. ISDN, T-1, POTS) for teaching  stations
and for  telecommunication  signal transport for Kaplan/EVC  IVC/DL courses from
EVC/KAPLAN  Teacher  Station sites to EVC's MCU Bridge and from EVC's MCU Bridge
to student  sites,  including all third party  charges such as telephone,  cable
and/or electricity  charges incurred for the actual  transmission of the courses
("Telecom  Costs").  EVC shall be  reimbursed  for the costs of  installing  and
maintaining   telecommunications  transport  lines  and  for  Telecom  Costs  as
incurred,  out of the gross revenue  received by KAPLAN from  Kaplan/EVC  IVC/DL
Courses.  Such cost reimbursement  shall be on a direct cost pass through basis,
plus 8% for  overhead,  the total of which shall not exceed 15% of net  revenues
derived from the Kaplan/EVC Courses.

          5.  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 withheld. Upon termination or expiration of
this Agreement,  both parties shall immediately cease usage of the other party's
name, trademarks and copyrights.

         6. EVC will provide, at no cost to KAPLAN,  initial faculty development
reasonably required for the offering of KAPLAN educational programs and training
through EVC.  Thereafter,  KAPLAN  faculty or personnel  who have  received said
initial training will train any new faculty or personnel.

          7. KAPLAN  shall be  responsible  for  obtaining  the  services of all
faculty (i.e. program and course instructors) participating in Kaplan/EVC IVC/DL
Courses and providing  additional delivery support as appropriate.  KAPLAN shall
be liable for the cost of faculty's salary and benefits,  if any. EVC assumes no
responsibility for any costs associated therewith.

          8. EVC is solely responsible for arranging site locations at EVC
corporate and/or K-12 customer sites, if any, for IVC/DL students to participate
in KAPLAN courses. KAPLAN assumes no responsibility for obtaining or maintaining
said sites, nor for any rent or other costs associated therewith.

          9. KAPLAN shall maintain academic control over all programs,  training
and materials.  However,  KAPLAN acknowledges the expertise of EVC in delivering
IVC/DL  courses and agrees to be  receptive to EVC input as to  modification  of
course  content  and  method  of  delivery  consistent  with  required  academic
standards.  All  classroom,  course and program  materials or other  information
supplied by KAPLAN, and all rights and interests in said materials,  will remain
the  sole  and  exclusive  property  of  KAPLAN.  EVC  is  not  responsible  for
curriculum,  course content,  faculty  qualifications,  course  materials or any
other  aspect of the  academic  content of any  programs  and  training  offered
hereunder.

                                       4
<PAGE>

          10) KAPLAN hereby  acknowledges  that the IVC/DL programs are targeted
toward the  non-traditional  student market and therefore agrees to offer IVC/DL
courses at dates and times  appropriate to the target  market,  but only between
the hours of 8:00 a.m.  and 10:00 p.m.,  seven days per week,  unless  otherwise
mutually agreed upon. Scheduling of all Kaplan/IVC/DL Courses and training shall
be  done on a  first-come,  first-serve  basis  and  shall  be  subject  to room
availability  and must be scheduled not less than  twenty-five days prior to the
date of the course.  KAPLAN  shall  notify EVC prior to booking any EVC equipped
room outside of the twenty-five day period and EVC shall have twenty-four  hours
to advise Kaplan as to whether or not it wishes to book the room for delivery of
Kaplan/IVC/DL  courses.  In the  event  that EVC  books  said  room and fails to
utilize it for a Kaplan/IVC/DL  course,  and Kaplan is unable to re-use the room
for the given time  period,  Kaplan  shall be entitled to $ 200.00 per each hour
booked from EVC. In the event that EVC wishes to book a room for a Kaplan/IVC/DL
course and no room is  available  at the time of booking,  Kaplan  shall use its
reasonable  efforts to make its faculty for said  course  available  to EVC at a
location specified by EVC in the New York metropolitan area.

          11.  KAPLAN  is  responsible  for  obtaining  and/or  maintaining  all
certification  and  accreditation  necessary to the offering of KAPLAN programs,
training and credits under applicable law. At such time as KAPLAN is notified of
the accreditation  requirements of any party,  individual,  entity, or governing
body,  KAPLAN  shall  be  permitted  six (6)  months  to meet  and  satisfy  the
accreditation requirements. KAPLAN retains the right to elect not to satisfy the
accreditation requirements for any individual, entity, or governing body without
any liability to EVC, at which time KAPLAN must  promptly  notify EVC in writing
of its election not to become accredited,  at which time, EVC may obtain a third
party that has the  necessary  accreditation,  subject to paragraph  26.  Should
KAPLAN lose its certification  and/or  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.  At Kaplan's request,  EVC shall provide  reasonable
assistance  to Kaplan in  furtherance  of any  application  or  satisfaction  of
accreditation  requirements  associated  with the  provision  of the  Kaplan/EVC
Courses.

          12. Administrative Functions

               a) KAPLAN shall be responsible for all of its own  administrative
and overhead  functions and costs (including but not limited to personnel costs,
security,  admissions,  academic  advising,  registration,  financial aid, etc.)
associated  with the offering of IVC/DL courses through EVC. It is understood by
and between the parties that EVC personnel will be able to register  students at
EVC offices subject to the academic and  administrative  policies and procedures
of KAPLAN.


               b)  KAPLAN  will  provide  all  necessary  administrative  forms,
applications,  catalogues,  etc., and written  instructions to EVC in advance of
marketing  courses to any  organization and 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 KAPLAN nor for return
of any of the aforesaid documents to KAPLAN.

                                       5
<PAGE>

          13. Fees; Incentive Compensation.

               a) All payments for  KAPLAN/EVC  IVC/DL  Courses shall be made to
KAPLAN or if so directed by Kaplan, to Dearborn.

               b) KAPLAN shall pay to EVC, on  the 25th day of each month, [ * ]
percent of net tuition  revenue (i.e.  gross  tuition  revenue less only Telecom
Costs and Brochure  Costs  reimbursed to EVC and all Marketing  Costs set off by
Kaplan  pursuant to Section 3 (a) and any  adjustments  pursuant to Section13(e)
herein) actually collected by Kaplan the previous month from or on behalf of any
student registered for and attending KAPLAN from EVC/Kaplan IVC/DL courses.

               c) Unless  otherwise  agreed,  students  enrolled  in  EVC/Kaplan
IVC/DL  courses will pay Kaplan's  standard  published  retail prices for Kaplan
courses and the prices set forth in  Dearborn's  rate card  supplied to EVC from
time to time for Dearborn courses. Any and all discounts to the aforesaid prices
shall be at Kaplan's sole  discretion and shall not be offered to any EVC/Kaplan
student  without the prior written  consent of Kaplan or Dearborn,  whichever is
applicable.   Kaplan  may  charge  students   additional   reasonable  fees  for
supplemental materials (e.g. course material, books, CD-ROM) normally charged to
students enrolled in such courses. EVC will not participate in revenue generated
from said additional fees charged for supplemental course material.

               d) Commencing  March 1999 and continuing on the 25th day of every
month  thereafter,  KAPLAN will supply EVC with a list of all  students who have
registered  for  KAPLAN  courses  through  EVC,  including  as  available,  each
student's name, address, telephone number, social security number,  registration
and payment status.

               e) Monthly , KAPLAN  will issue a  statement  of  adjustments  or
which credits or  adjustments  have been made necessary by an EVC student having
dropped  a  course,  etc.  KAPLAN  will be  entitled  to a  credit  for any such
adjustments.  All  courses  that are taught by KAPLAN  shall be  compliant  with
KAPLAN's current standard  cancellation  policy.  (For  cancellation  policy see
exhibit "A").

               f) As  incentive  and  additional  compensation  to Kaplan or the
sales  force of any of its  subsidiaries  to sell  the  Kaplan/EVC  courses  via
ITV/DL, it is agreed that Kaplan or Dearborn, whichever is applicable, may pay a
commission to its sales force equal to ten percent (10%) of the revenue  derived
from any contract obtained through the efforts of said sales force, the terms of
which are  acceptable  to Kaplan  and EVC,  for  delivery  by EVC of  Kaplan/EVC
courses.  Said commissions shall be deducted from gross revenue when determining
net revenue in accordance  with the provisions of Paragraph  13(b). In the event
that EVC sells additional  services to any of the aforesaid  customers and prior
to the said sale by Kaplan these customers were not EVC customers, EVC shall pay
to Kaplan or its designee,  a commission  equal to one percent (1%) of EVC's net
revenue received from said additional services over the next two semesters.


* Confidential portion
                                       6
<PAGE>

          14.  KAPLAN  Public  Relations   Department  will  provide  reasonable
cooperation with EVC in promoting KAPLAN IVC/DL course offerings.  Neither party
shall issue any press releases or other promotional materials pertaining to this
agreement or the parties'  rights and  obligations  hereunder  without the prior
written approval of the other party, which shall not be unreasonably withheld or
delayed.  Notwithstanding the aforesaid sentence, either party may issue a press
release or other promotional  materials  containing  information about the other
party, this agreement and/or the rights or obligations  hereunder which does not
focus solely or substantially on this Agreement or the rights and obligations of
the parties  hereunder without prior written approval of the other party if such
information  to be used  about  the  other  party is  substantially  similar  to
information that has previously received written approval by that party.

          15. KAPLAN and EVC will, whenever possible,  cooperate in applying for
and  obtaining,  any grants,  awards,  stipends,  fellowships,  etc.,  which are
mutually beneficial to the parties.

          16. KAPLAN and EVC will assign at least one internal management person
who at all times will act as liaison between KAPLAN and EVC.

          17. Term of Agreement

               a) This agreement shall be effective as of the first date written
above and shall continue in full force and effect for a period of five (5) years
unless  otherwise  terminated  earlier  as  provided  herein.  Thereafter,  this
agreement may be renewed for subsequent terms upon the written  agreement of the
parties. Notwithstanding the above, either party may terminate this Agreement on
or after the  expiration of three (3) years from the date hereof upon six months
prior written notice to other party.

               b) The parties  hereby  acknowledge  the  necessity  for allowing
IVC/DL students continuity and ongoing access to courses and programs.

               c) The  terms  and  conditions  of the  Non-Disclosure  Agreement
entered  into by and  between  Kaplan and EVC on  September  18,  1998 is hereby
incorporated by reference.

               d) Except as otherwise  provided in Section 1 (a) herein,  Kaplan
retains the right to offer  IVC/DL  courses on its own, or with other  partners.
Kaplan agrees that for the duration of this agreement and any extensions hereof,
as well as for a period of one (1) year  immediately  following  termination  or
expiration thereof, Kaplan will not offer two-way classroom based IVC/DL courses
to EVC's  customers  that Kaplan has provided  services to under this  agreement
except through EVC.

          18. Damages Limitation

               a) 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.
                                       7

<PAGE>

          19.  Representations;  Warranties;  and Indemnification.  Both parties
agree to  indemnify  and hold each other  harmless  from and against any and all
claims, damages, liabilities or other actions which arise out of their negligent
acts or  omissions  or,  with  respect  to EVC,  any  claim of  infringement  or
unauthorized usage of any of its technology, software or other materials used in
connection  with the provision of the services  hereunder.  This provision shall
expressly survive termination or expiration of this Agreement.

          20. 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.

          21. 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.

          22.  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.

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

          24.  During the term hereof and for a period of two (2) years from the
date of  termination  or  expiration  of this  Agreement,  neither  party  shall
solicit,  directly or  indirectly,  or hire any officer or employee of the other
party  whether  as an agent,  employee,  officer,  director,  representative  or
consultant. As used herein, the terms "officer" and "employee" shall include any
entity  controlled,  controlling  or controlled by an officer or director of the
party against whom  enforcement  is sought.  The terms of this  paragraph  shall
survive  termination  or  expiration  of  this  Agreement  and  shall  be  fully
enforceable by the non-breaching  party in any court of competent  jurisdiction,
whether at law or in equity.

          25. Reimbursement  procedure for marketing and telecommunication costs
shall be made in  accordance  with  Exhibit B herein as the same may be  amended
from time to time in writing by the parties.

                                        8

<PAGE>



IN WITNESS WHEREOF, this Agreement has been signed on the date written above.



EDUCATIONAL VIDEO CONFERENCING, INC.



By:/s/ Arol I. Buntzman
   ---------------------------------
   Arol I. Buntzman, Ed.D.,
   Chairman and CEO



KAPLAN EDUCATIONAL CENTERS, INC.



By: /s/ Robert Greenberg
    -------------------------------
Name:  Robert Greenberg
Title: Executive Vice President




                                       9

<PAGE>



Exhibit A
---------

Securities   Insurance (licensing)    CE
----------   ---------------------    --            
Series 6     Life and Health          Asset Allocations
Series 7     Life                     Designing Financial Strategies
Series 24    Health                   Public Communications
Series 63                             Mutual Funds Basics and Beyond (Level 100)
Series 65                             Mutual Funds Case Study (Level 200)

Insurance  Continuing  Education Classes
----------------------------------------
Annuities (level 200)
Disability Income Insurance (level 200)
Ethics  for  the  Insurance  Professional (level 200)
Introduction  of Group Insurance (level 200)
Home  Service  Agent (level 100)
Individual and Family  Markets (level 200)
Introduction  to Life  Underwriting (level  100)
Long-Term  Care (level 100)
Principle  of  Health &  Disability Insurance (level 100)
Total Needs Selling (level 200)
Variable  Contracts (level 200)

Regents Workshops
-----------------
Biology
Math I
Math II


SAT I
-----


GMAT
----


                                                  /s/ AIB

                                       10

<PAGE>



Exhibit B

REIMBURSEMENT  PROCESS RELATED TO MARKEING COSTS REFERRED TO IN PARAGRAPH 3a AND
TELECOMMUNICATIONS COSTS REFERRED TO IN PARAGRAPH 4a



1)        Marketing Costs

Marketing  Costs paid for by EVC pursuant to  Paragraph  3a, are costs that will
bring in future revenue. These costs will accumulate on the books of EVC and EVC
will share this information  with Kaplan monthly.  Until such time as revenue is
generated pursuant to this agreement, these costs belong exclusively to EVC.

As revenues (as described in 13c of agreement), are generated monthly, a maximum
of 10% of that  revenue will be used to reimburse  EVC for the  marketing  costs
that are described  above. If the  reimbursement in any month does not cover the
Marketing  Costs,  the balance not yet reimbursed  will be carried forward until
the next month. Any such balance carried forward and subsequently reimbursed may
be reduced dollar for dollar by Kaplan's  marketing  development  and production
costs subject to the terms of Paragraph 3 a) of this agreement. If the agreement
is  terminated,  and there is a balance of Marketing  Costs on the books of EVC,
this is to be considered EVC's cost of doing business.


2)        Telecom Costs

Telecom Costs which have been paid directly by EVC pursuant to Paragraph 4a, are
costs that will bring in future  revenue.  Costs will accumulate on the books of
EVC and EVC will share this information with Kaplan monthly.  Until such time as
revenue is generated pursuant to this agreement,  these costs belong exclusively
to EVC.

As revenues (as described in 13c of agreement), are generated monthly, a maximum
of 15% of that revenue will be used to reimburse EVC for the Telecomm  Costs. If
the  reimbursement  generated in any month does not cover the Telecom Costs, the
balance not yet reimbursed  will be carried forward until the next month. If the
agreement is terminated, and there is a balance of Telecom Costs on the books of
EVC, this is to be considered EVC's cost of doing business.



                                                  /s/ AIB