National Agreement
                               Number SA-LMC-99-02
                                     Between

                           LOCKHEED MARTIN CORPORATION
                              6801 ROCKLEDGE DRIVE
                               BETHESDA, MD 20817

                                       And

                      EDUCATIONAL VIDEO CONFERENCING, INC.
                           35 East Grassy Sprain Road
                             Yonkers, New York 10710


This  National  Agreement  entered into as of February  17, 1999 (the  effective
date) is made by and between LOCKHEED MARTIN  CORPORATION  (herein called "LMC",
"Company",  or the "CUSTOMER") and EDUCATIONAL VIDEO CONFERENCING,  Inc. (herein
called  "EVC",  "Contractor",  "Supplier",  or  "Seller")  for  the  purpose  of
establishing  a  program  which  will  provide  Lockheed  Martin   Corporation's
employees with access to college course,  degree programs and learning  programs
via Interactive Tele-video learning and Computer Based Distance Learning.

1.     SCOPE

       1.1.   This  National  Agreement  consists  of  this  Agreement  and  the
              following  documents  in  their  entirety:

               1.1.1.   Appendix A -  Lockheed  Martin  Corporation  Procurement
                        Locations

               1.1.2.   Appendix  B  -  LMC  General   Provisions  -  Commercial
                        (CORPDOC-1, rev 1 dated 7/98)

       1.2.   This  Agreement  shall be applicable to all purchases and releases
              placed by LMC  procurement  locations in APPENDIX A. Appendix A is
              for reference only and may not include all LMC locations.

       1.3.   Should LMC  acquire  another  business  entity  through  merger or
              acquisition,  Supplier  agrees to provide the terms and pricing of
              this  agreement and all rights  specified  herein to the merged or
              acquired entity, its divisions, subsidiaries and affiliates.

       1.4.   Supplier  agrees  that it will  sell  the  goods  and/or  services
              covered by this Agreement,  at the prices and terms and conditions
              found herein,  to those  subcontractors of LMC whom LMC designates
              in writing  (Collateral  Usage).  All  Collateral  Usage  sales by
              Supplier shall be subject to its reasonable  credit  requirements,
              and LMC will not incur any  liability  to  Supplier as a result of
              such sales.

       1.5.   No funds are obligated by this National  Agreement.  The extent of
              LMC financial  liability under this National Agreement shall be to
              pay for services,  materials, and supplies ordered and received by
              a LMC location. LMC makes no guarantee,  express or implied, as to
              

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              the total amount of expenditures or the  extent  or  frequency  of
              service,  materials  or  supplies  it will  authorize  or  procure
              hereunder.

       1.6.   LMC  shall  be  entitled  to  order  courses  offered  by  EVC  in
              accordance      with     EVC's     agreement     with     approved
              universities/colleges  and in  accordance  with LMC's  Educational
              Assistance Program.

       1.7.   The LMC Central Procurement  Administrator will act as focal point
              providing assistance whenever necessary.

2.     TERM

       2.1.   This Agreement shall commence upon the effective date and shall be
              for five (5) years and shall automatically be extended for one (1)
              additional  year  on the  anniversary  of the  original  execution
              unless terminated prior thereto upon 90 days written notice to the
              other party.

       2.2.   LMC and Supplier  may agree to extend this  Agreement on an annual
              basis for a term of five years. LMC shall provide intent to extend
              this Agreement by providing  written notice to the Supplier within
              90 days from the  expiration  date.  In case where the contract is
              not renewed, this Agreement shall have four (4) years remaining in
              its term.

3.     PURCHASE ORDERS

       3.1.   Performance  by Supplier of services  under this Agreement will be
              authorized only by the issuance of a Purchase Order /Release order
              by an authorized Procurement Representative.

       3.2.   All orders must indicate the LMC/EVC Agreement Number SA-LMC-99-02
              and will be forwarded to John  McGrath,  Ph.D.  at: 35 East Grassy
              Sprain Road, Suite 504, and Yonkers, New York 10710.

       3.3.   Each LMC location will be responsible for obligations arising from
              its own purchase or release orders.

4.     PRICING

       4.1.   LMC shall not incur any charges from EVC except  those  identified
              below.

       4.2.   By prior  approval of employees'  manager,  courses  offered under
              this  program  shall be deemed  approved for  reimbursement  under
              Lockheed Martin's Education Assistance Policy.

              4.2.1.   Lockheed  Martin  employees  will be charged the standard
                       tuition charges of the respective college or universities
                       together will all  appropriate  college fees. The tuition
                       and fees  shall be  payable  directly  to the  respective
                       college or university.

              4.2.2.   The purchase of required  course books and materials with
                       the  individual  colleges and  universities  would be the
                       sole  responsibility  of LMC  and /or  its  employees  in
                       accordance with its Education Assistance Policy.


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       4.3.   EVC  shall pay all  telecommunications  costs,  including  monthly
              charges,  associated  with signal  transport from any  educational
              provider to EVC's bridge.

       4.4.   LMC  will  pay  all  telecommunications  costs  including  monthly
              charges   associated  with  signal   transport  from  LMC's  video
              conferencing sites to EVC's bridge.

       4.5.   LMC shall be responsible for all HVAC,  electricity,  maintenance,
              security  (if   applicable),   and  other  costs  associated  with
              providing such space to its employees.

       4.6.   To  meet  LMC's  requirements,  EVC  shall  compensate  a  student
              coordinator  (an  LMC  employee)  who  shall  be  trained  in  the
              operation  of the video  conferencing  room  systems  and  desktop
              computer  video  systems.  EVC shall  arrange and  coordinate  the
              training of the LMC  employee on the  operation of the systems for
              one (1) week prior to the start of each semester as well as during
              the first week of each  semester.  In the event that,  in its sole
              discretion,  EVC  determines  that  certain  locations or students
              require further training,  EVC shall provide such further training
              by a coordinator as each individual case warrants.

5.     COURSES

       5.1.   LMC  and  EVC  will  agree  which,  if  any,  additional  degrees,
              programs,  or courses of study  will be offered  ninety  (90) days
              prior to the  beginning of any academic  term.  No courses will be
              offered without LMC approval.

       5.2.   EVC shall offer undergraduate and graduate courses and programs in
              Engineering,    Management,    Marketing,    Economics,   Finance,
              Accounting,  Computer  Science  and  Human  Resources  to LMC from
              accredited  colleges and  universities  and other  institutions of
              higher learning.

6.     EQUIPMENT

       6.1.   Courses   will   be   via   LMC's   video   conferencing    room's
              telecommunication  network  system  or via video  enabled  desktop
              computers.

       6.2.   If any site has ten or more  registrations,  than EVC will provide
              and  install  with  LMC's  approval  such  additional  room  video
              conferencing systems at no cost to LMC.

       6.3.   In the event that desk top computers are utilized,  LMC will allow
              EVC to video enable  existing  computers  at mutually  agreed upon
              locations at no cost to LMC.

              6.3.1.   In the event that such  locations  do not have  computers
                       capable of being video enabled and, if the student course
                       registration at said locations meets EVC projections each
                       said location,  EVC will provide video enabled  computers
                       to LMC's locations at no cost.

       6.4.   LMC shall grant EVC, its employees  and/or agents,  such access to
              LMC facility as shall be reasonably  necessary to the installation
              and  maintenance  of any  equipment  provided by EVC in connection
              with  this  Agreement  as  well  as  for  property  administration
              contemplated  hereunder at mutually  agreed times subject to LMC's
              security requirements.


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       6.5.   All equipment  installed by EVC in  conjunction  with this program
              shall remain the sole property of EVC and, upon the  expiration or
              termination thereof, shall be immediately returned to EVC.

              6.5.1.   EVC shall maintain all of its equipment in proper working
                       order  and  shall  enter  into  service   contracts  with
                       reliable  service  companies in order to ensure  property
                       maintenance and repair of said equipment.

       6.6.   LMC shall be permitted to utilize EVC  equipment  when same is not
              in use by EVC and agrees to hold EVC  harmless and  indemnify  EVC
              for any loss or damage resulting from the use of said equipment by
              LMC; in addition,  LMC agrees to immediately reimburse EVC for any
              costs  associated  with the repair or replacement of any equipment
              lost, damaged or stolen while in LMC's possession.

              6.6.1.   In  addition,  LMC  agrees  not to permit  any other use,
                       other than by EVC, of its installed base of room systems,
                       during any regularly  scheduled EVC class or course;  LMC
                       further  agrees  to  promptly   repair  or  replace,   as
                       necessary,  any of LMC's  equipment or systems which will
                       be  utilized by EVC in  delivering  access to classes and
                       programs hereunder.

       6.7.   EVC shall on an annual basis  perform a technology  refresh to the
              video  conferencing  room systems and  telecommunications  network
              an/or desktop computers if required at no cost to LMC.

7.     FACILITY

       7.1.   LMC will allow EVC to utilize its  installed  base of room systems
              and  telecommunications  network to transmit  courses to LMC at no
              cost to EVC.

       7.2.   At the beginning of each semester,  each business unit shall agree
              upon a schedule of availability of rooms, but in any event,  shall
              not be less than Monday through Thursday from 5PM to 11PM,  Friday
              5PM to 8PM, and Saturday 9M to 3PM.

8.     DISTRIBUTION OF MATERIAL/ENROLLMENT

       8.1.   This section  becomes  applicable when an LMC business unit agrees
              to participate in this program.

       8.2.   The  parties  agree that they will  cooperate  with one another in
              promoting the EVC program to LMC employees.

       8.3.   LMC will  agree to  distribute EVC's  material  in a way that will
              provide maximum exposure.

       8.4.   LMC  will  allow  EVC to  utilize  e-mail  and  other  information
              distribution  systems to communicate with those employees who have
              indicated interest in enrolling in LMC sponsored EVC courses.


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       8.5.   EVC  agrees  that it shall  provide  materials  from  the  various
              colleges and  universities  at no cost to LMC,  including  but not
              limited  to  brochures,   surveys,   registration  materials,  and
              videotapes.

       8.6.   To ensure employee's knowledge,LMC agrees to distribute the course
              materials/information/registration  forms provided by EVC not less
              than two (2) times per year to its employees.

       8.7.   LMC  consents to the use by EVC of standard  college  registration
              forms,  guarantee of payment forms, site location choice forms and
              other  necessary  forms,  and  shall  not  unreasonably   withhold
              approval of other such forms as may be  necessary to carry out the
              intent of this agreement.

       8.8.   EVC shall be  permitted  to conduct  open houses and  registration
              meetings  at such  LOCKHEED  MARTIN  locations  as can be mutually
              agreed upon from time to time, it being  understood that said open
              houses and  registration  events are to be  scheduled at times and
              places  convenient to LOCKHEED MARTIN  employees so as to maximize
              potential registrations subject to LMC site requirements.

       8.9.   EVC shall be  permitted  to  utilize  LMC logos,  trademarks,  and
              copyrighted  materials for promotional pieces targeted at LOCKHEED
              MARTIN employees subject to LMC policy.

       8.10.  LMC 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 and universities;  the
              colleges and  universities  shall bear the entire  burden of their
              own  administrative  functions,  including  but  not  limited  to,
              admissions, registration, academic advising, etc.

9.     TERMS AND CONDITIONS

       9.1.   This  Agreement and Purchase  Orders  placed under this  Agreement
              shall be governed by this  Agreement and LMC General  Provisions -
              Commercial (Corpdoc-1, dated 7/98), APPENDIX B.

       9.2.   This  National  Agreement  shall  be  construed,  interpreted  and
              applied  in  accordance  with  the laws of the  State of  Maryland
              excluding its choice of law rule.

10.    PARTICIPATION

       10.1.  EVC  authorizes LMC employees and on site  subcontractors  will be
              allowed to participate in the college course,  degree programs and
              training programs in accordance with this National Agreement. Upon
              LMC site  request,  EVC will extend this offer to LMC's  employees
              immediate family members.

       10.2.  LMC  shall  provide  EVC  with   verification   of  its  employees
              participating  in  the  college  courses,   degree  programs,  and
              training programs.


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11.    INVOICE AND PAYMENT TERMS

       11.1.  The college/university  shall invoice the employee for all tuition
              and  appropriate  fees.  The  employee  shall  apply  for  tuition
              assistance in accordance with Corporate  Policy  Statement and its
              business unit's procedures.

       11.2.  LMC acknowledges  that its employees who apply to EVC for deferred
              payment may be  required to execute a guarantee  of payment to the
              appropriate   university  from  which  will  bind  the  individual
              employee to pay for tuition, reimbursement/advancement.

12.    USAGE REPORTS

       12.1.  EVC shall provide a usage report that identifies all participating
              sites. At a minimum, the report shall include:

              o   the name of each participating site

              o   the name of the responsible  training and development  manager

              o   the   number  of  participants  (broken  down   by   employee,
                  subcontractor,  and family)

              o   the name of the courses

              o   the degree program being obtained

              o   the payment plan (prepayment or deferred)

              o   whether any EVS equipment has been installed.

              Additionally, EVC shall provide a listing of each course delivered
              by site,  with the number of  Lockheed  Martin  employees  and the
              final grade spread.

       12.2.  Reports should be forwarded  within ten (10) working days from the
              end of each semester to:

       Lockheed Martin Corporation
       6801 Rockledge Drive
       Bethesda, MD  20817
       Attention: Central Procurement

13.    AMENDMENTS AND NOTICES

       13.1.  Sole  authority  to amend this  Agreement  on behalf of LMC and to
              effect   deviations  by  addition  or  deletion  from  Appendix  B
              specified   herein   rests   with   a  LMC   Central   Procurement
              Administrator,  and no direction from such Administrator  shall be
              valid unless in writing.

       13.2.  All notices by LMC or  Supplier  shall be given in writing by mail
              or fax to the following locations.

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LOCKHEED MARTIN CORPORATION              EDUCATIONAL VIDEO CONFERENCING, INC.
6801 Rockledge Drive                     35 East Grassy Sprain Road
                                         Suite 504
Bethesda, MD  20817                      Yonkers, NY  10710
Attn:  Ruth Bonchick                     Attn:  John J. McGrath
TEL: 301-897-6920, FAX 301-897-6441      TEL:914-395-3501,FAX 914-395-3498


The Terms and Conditions of this Agreement are the exclusive  agreement  between
the parties for the services described herein.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
day and year first above written.

LOCKHEED MARTIN CORPORATION             EDUCATIONAL VIDEO CONFERENCING, INC

/s/ RALPH DE NINO       2/17/99          /s/ DR. JOHN J. MC GRATH        2/17/99
-----------------------------------     ----------------------------------------
Signature                 Date          Signature                       Date

Ralph DeNino                            Dr. John J. McGrath
-----------------------------------     ----------------------------------------
Name                                    Name

Director,  Corporate Consolidated
Procurement Program                     President
-----------------------------------     ----------------------------------------
Title                                   Title

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