Agreement dated this 24 day of March, 1999 B E T W E E N INFOCAST CANADA CORPORATION, A company incorporated under the laws of the Province of Ontario

                  Agreement dated this 24 day of March, 0000
X X X X X X X
                          XXXXXXXX XXXXXX CORPORATION,
                      A company incorporated under the laws
                           of the Province of Ontario

                     (hereinafter referred to as "InfoCast")
                                                               OF THE FIRST PART
                                     - and -

                       APPLIED COURSEWARE TECHNOLOGY INC.
                      A company incorporated under the laws
                   Of the Canadian Business Corporations Act.

                       (hereinafter referred to as ("ACT")

                                                              OF THE SECOND PART

WHEREAS ACT is under a long term contract with InfoCast;

AND WHEREAS ACT requires a cash advance of Cdn$ 140,000 to settle an outstanding
loan with the Business Development Bank ("BDB");

NOW THEREFORE  THIS AGREEMENT  WITNESSETH  that in  consideration  of the mutual
covenants  and  agreement  herein  contained  and for  other  good and  valuable
consideration, it is hereby agreed by the parties as follows:

1.          InfoCast  will  advance the  necessary  funds by way of a promissory
            note  attached  hereto as  Schedule  "A" to enable ACT to cancel its
            outstanding  loan with the BDB and in exchange,  Act  undertakes  to
            give priority to the contract work undertaken with InfoCast  towards
            meeting the deadline on the ITC/College Boreal Agreement; and

2.          As a guarantee  of the  repayment  of the loan,  ACT will effect the
            transfer of the present escrowed  agreement in place with the BDB to
            be assigned to InfoCast.


IN WITNESS  WHEREOF the parties cause this agreement to be duly executed this 24
day of March, 1999

INFOCAST CANADA CORPORATION

/s/ Xxxxx Xxxxx
----------------------------
Per: Xxxxx Xxxxx


APPLIED COURSEWARE TECHNOLOGY

/s/ Xxxxx Xxxxxxxx
-----------------------------
Per: Xxxxx Xxxxxxxx



                                 PROMISSORY NOTE


FOR VALUE RECEIVED the Undersigned  acknowledges itself indebted and promises to
pay to, or to the order of, InfoCast Canada Corporation, 0 Xxxxxxxx Xxxxxx Xxxx,
Xxxxx 000,  Xxxxxxx,  Xxxxxxx  X0X 0X0 or where it  otherwise  may  direct,  the
principal  sum of Cdn$  140,000  bearing  7%  interest  per  annum on or  before
December 31, 1999.

This  promissory  note shall  enure to the  benefit of the holder and be binding
upon the undersigned and their respective successors and assigns.




DATED the 25 day of March, 1999



APPLIED COURSEWARE TECHNOLOGY (ACT) INC.


Per: /s/ Xxxxx Xxxxxxxx
     ------------------------------------
       Authorized Signatory



WITNESS


Per:  /s/ Xxxx Xxxxxx
      -----------------------------------
Name:       Xxxx Xxxxxx