NON-COMPETITION AND NON-DISCLOSURE AGREEMENT
                  --------------------------------------------


     THIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (the "Agreement") is made
and  entered  into as of the 1st  day of  April,  2003,  by and  between  BELCAN
CORPORATION, an Ohio corporation ("Belcan"), and ARC COMMUNICATIONS, INC., a New
Jersey  corporation  ("ARC").  All  initially  capitalized  terms not  otherwise
defined  shall have the  meanings  ascribed  to them in the  Purchase  Agreement
(later defined).

     WHEREAS,  the  parties  hereto  are  parties  to a certain  Stock  Purchase
Agreement  (the  "Purchase  Agreement")  dated as of April 1, 2003,  pursuant to
which ARC agreed to sell to Belcan the Purchased Shares in the Company;

     WHEREAS,  ARC will receive valuable  consideration from Belcan for the sale
of the  Purchased  Shares  in the  Company  and will  also  receive  the Note as
additional consideration for its covenants contained herein;

     WHEREAS,  ARC has had access to all  material  and  otherwise  confidential
information relating to the Company;

     WHEREAS,  the  Company is  engaged in the  business  of  providing  on-line
training to professionals in the medical arena (the "Business");

     WHEREAS,  Belcan would not be willing to enter into the Purchase  Agreement
without the agreement of ARC to execute this  Non-Competition and Non-Disclosure
Agreement,  and Belcan  has  expressly  conditioned  its  obligations  under the
Purchase   Agreement  on  the  entering   into  of  this   Non-Competition   and
Non-Disclosure Agreement.

     NOW, THEREFORE, in pursuance of the above and in consideration of the terms
and conditions contained herein and for other good and valuable  considerations,
the receipt and sufficiency of which are hereby acknowledged,  the parties agree
as follows:

     1.  Non-Disclosure  of the  Company's  Confidential  Information  and Trade
         -----------------------------------------------------------------------
Secrets.  ARC has learned  trade  secrets and  confidential  information  of the
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Company,  including, but not limited to, the software of the Company, marketing,
price information, customer lists, identities of customer contact persons, lists
of prospective customers,  market research,  sales systems,  marketing programs,
budgets,  pricing  strategy,  identity and  requirements  of national  accounts,
methods of operating, other trade secrets and confidential information regarding
customers and  employees of the Company or its  customers and other  information
about the  Company's  Business that is not readily known to the public and gives
the Company an opportunity to obtain an advantage  over  competitors  who do not
know  such  information  (collectively,  the  "Confidential  Information").  ARC
acknowledges  that the Company has invested  substantial sums in the development
of its  Confidential  Information.  ARC covenants and agrees that they will not,
directly  or  indirectly,  disclose or  communicate  to any person or entity any
Confidential  Information  of the  Company;  except (i) in  connection  with the
enforcement of ARC's rights under the Purchase  Agreement,  or (ii) as otherwise





                                      -2-

required by law. This covenant has no geographical or territorial restriction or
limitation and applies no matter where ARC may be located in the future.

     2. Non-Solicitation  Covenant. For a period of five (5) years from the date
        --------------------------
hereof,  ARC,  acting either  directly or indirectly,  through any other person,
firm,  or  corporation,  covenants  and  agrees  not to (i) induce or attempt to
induce or influence any employee of the Company to terminate employment with the
Company when the Company desires to retain that person's  services;  (ii) in any
way interfere with the relationship  between the Company and any employee of the
Company;  or (iii)  employ,  or  otherwise  engage as an  employee,  independent
contractor or otherwise, any employee of the Company.

     3.  Non-Competition.  For a period of five (5) years from the date  hereof,
         ---------------
ARC shall not, acting directly or indirectly, (i) have any ownership interest in
any competing  business,  (ii) call on, solicit or have business  communications
with  respect to a competing  business  with any of the  Company's  customers or
prospective  customers for the purpose of obtaining competing business from such
customer or prospective  customer other than for the benefit of the Company,  or
(iii) participate in the formation or start-up of a competing business.  As used
in this Agreement,  the term "competing  business" means any business  competing
with the Company for the Company's  Business  anywhere in the United States.  As
used in this Agreement,  the term  "customer"  means any customer of the Company
whose identity ARC learned  through ARC's  ownership of the Company or with whom
ARC had business contact during the twelve (12) months  immediately prior to the
date hereof.

     4. Return of Confidential Information.  Upon the Closing (as defined in the
        -----------------------------------
Purchase Agreement) of the transactions  contemplated by the Purchase Agreement,
ARC agrees that all copies and originals of all  documents  and other  materials
containing or referring to the Company's  Confidential  Information as may be in
ARC's possession,  or over which ARC may have control, shall be delivered by ARC
to Belcan immediately, with no request being required.

     5. Injunctive  Relief.  ARC acknowledges and agrees that a breach of any of
        ------------------
the  covenants set forth in this  Agreement  will cause  irreparable  injury and
damage to Belcan for which Belcan would have no adequate  remedy at law, and ARC
further agrees that in the event of said breach, Belcan, without having to prove
damages,  shall be entitled to an immediate  restraining order and injunction to
prevent such  violation or continued  violation,  and to all costs and expenses,
including Belcan's  reasonable  attorney fees, in addition to any other remedies
to which Belcan may be entitled at law or equity.

     6. Severability.  If any provision of this Agreement is held to be illegal,
        -------------
invalid, or unenforceable in any respect, Belcan and ARC agree that such term or
provision  shall be deemed to be modified to the extent  necessary to permit its
enforcement to the maximum extent permitted by applicable law.

     7.  Assignment.  This  Agreement  shall be  binding  upon and  inure to the
         -----------
benefit of Belcan, its successors and assigns.

     8. Governing Law, Forum  Selection,  and Consent to Personal  Jurisdiction.
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This Agreement shall be governed by the laws of the State of Ohio.




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

WITNESSES:                                           BELCAN CORPORATION




                                                   BY: /s/Richard J. Lajoie, Jr.
                                                   -----------------------------
                                                       Richard J. Lajoie, Jr.
                                                       Vice President


                                                   ARC COMMUNICATIONS, INC.



                                                   BY: /s/ Michael Rubel
                                                   -----------------------------
                                                       Michael Rubel
                                                       Chief Operating Officer