EXHIBIT 10.5

                                   AGREEMENT

This  AGREEMENT  ("AGREEMENT")  is made and entered into this 24th day of March,
1999, by, between and among BUDDY YOUNG, an individual,  ("LENDER"),  on the one
hand, and, ADVANCED KNOWLEDGE,  INC. a Delaware corporation,  ("DEBTOR"), on the
other hand, with respect to the following:

                                    RECITALS

A. On August 18, 1998,  DEBTOR  executed a Secured  Promissory Note (the "NOTE")
and a Security Agreement ("SECURITY AGREEMENT"),  pursuant to which DEBTOR could
borrow up to Three Hundred Thousand Dollars ($300,000) from LENDER;

B. The  maturity  date of the  NOTE is  December  31,  1999,  at  which  time an
outstanding and unpaid principal and interest is to be repaid;

C. DEBTOR now wishes to extend the due date of the NOTE from  December  31, 1999
to December 31, 2001;

D. In order to assist DEBTOR with the implementation of its business plan and to
assist the DEBTOR  during its renewed  business  efforts,  LENDER also wishes to
extend the due date of the NOTE from December 31, 1999 to December 31, 2001.

E.  LENDER and DEBTOR now  mutually  desire for LENDER to extend the due date of
the NOTE to  December  31,  2001 in  accordance  with and  upon  the  terms  and
conditions stated herein;

NOW THEREFORE, in consideration of mutual promises and covenants, and conditions
herein contained, the parties agree as follows:

1. Recitals. The recitals stated above are incorporated herein by this reference
as if set forth in full at this point.


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2. Extension of the Due Date of the NOTE. Upon execution of this AGREEMENT,  the
due date of the NOTE shall be extended  from  December  31, 1999 to December 31,
2001.  The  extension  of  the  due  date  is and  shall  be  the  only  change,
modification,  amendment or alteration of the terms and  conditions of the NOTE.
Except for the extension of the due date,  all other terms and conditions of the
NOTE shall remain unchanged and in full force and effect.

3. SECURITY AGREEMENT. The SECURITY AGREEMENT is hereby amended so as to conform
with the  modification of the NOTE which is set forth in paragraph 2 above.  The
extension  of the due  date  is and  shall  be the  only  change,  modification,
amendment or alteration of the terms and  conditions of the SECURITY  AGREEMENT.
Except for the extension of the due date,  all other terms and conditions of the
SECURITY AGREEMENT shall remain unchanged and in full force and effect.

4. Further Cooperation. To the extent reasonably necessary and requested, DEBTOR
shall execute and deliver such documents and instruments as may be necessary for
LENDER to continue  to hold a  perfected  first  position  security  lien in the
COLLATERAL,  as that term is defined in the SECURITY AGREEMENT. . 5. Other Terms
Unchanged.  Except as expressly modified herein, the balance of the terms of the
NOTE and the SECURITY  AGREEMENT  shall remain  unchanged by this  AGREEMENT and
shall be in full force and effect.  . The  parties  hereto  have  executed  this
AGREEMENT as set forth below,  and the effective date of this AGREEMENT shall be
the latest date of execution.

"LENDER":

/S/ BUDDY YOUNG
- -----------------------------
BUDDY YOUNG

"DEBTOR":

ADVANCED KNOWLEDGE, INC.
A Delaware Corporation


By:  /S/ L. STEPHEN ALBRIGHT
    -------------------------
     L. STEPHEN ALBRIGHT, Secretary


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