This Small Business Innovation Research Phase I project investigates the opportunities inherent in long-distance learning alternatives fashioned around the telnet internet protocol. To date, virtually all long-distance learning trials have been designed to operate using the procedures of the world-wide web (HTTP, CGI, Java, etc.), but these web-based solutions have a number of obvious intrinsic problems. Such solutions tend to be quite slow, and they are capable of only moderate interactivity, often quite fragile, and rapidly become surprisingly complex. In contrast, the telnet protocol, when used with a more or less standard terminal emulator, tends to be very responsive over the internet, especially when the protocol is very slightly modified, and very simple to program against. The creation of a freely distributed player and accompanying inexpensive authoring tool built around a standard terminal interface could be of importance to areas with underdeveloped communications infrastructures, thus making the internet accessible to those who can afford only low-bandwidth internet. The distributed player and authoring tool proffered by Aics Inc has the potential to have an important impact on the nature and methods of the distribution of information opportunities for secondary education through graduate and continuing professional education, and they could serve in technical commercial sales and training and in more generally in crossing the digital divide