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                                Exhibit 10-3     

             Purchase Agreement With Intercoast Financial, Inc.             







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                           ACQUISITION AGREEMENT

    THIS ACQUISITION AGREEMENT is entered into as of the 30th day of April,
1996, by and between INTERCOAST FINANCIAL CORPORATION, a Florida corporation,
(hereinafter "Acquiror"); and QUANTUM LEARNING SYSTEMS, INC., a Nevada
corporation, to be known as Costa Rica International, Inc. (hereinafter referred
to as "QLS").

                                  RECITALS

    QLS has certain subsidiaries as described in Exhibit A hereto (the
"Subsidiaries") and various properties, rights and liabilities listed in Exhibit
B hereto (the "Rights"), which are incorporated by reference hereto. 

    The parties wish to reduce their understandings regarding the Subsidiaries
and to the Rights to writing in this document and to be bound by the terms and
conditions thereof.

    NOW, THEREFORE, for the mutual consideration set out herein, the parties
agree as follows:

                                 AGREEMENT

    1.        ACQUISITION. QLS the owner of the Subsidiaries and the holder of
         the Rights. It is the intention of the parties hereto and by this
         Agreement that the Acquiror acquire the Subsidiaries and all of QLS's
         interests in and to the Rights in exchange for the sum of 50,000 in
         common shares of the QLS's restricted Common Stock to be paid by
         Acquiror to QLS, plus the indemnifications given as listed in Exhibit
         C hereto. 

    2.        EFFORTS TO VEST OWNERSHIP. Acquiror and QLS agree to use their
         best efforts to permit Acquiror to acquire full and unencumbered title
         to the Subsidiaries and the Rights.

    3.        ACQUISITION OF RIGHTS. By this Agreement and as of the Closing
         Date, QLS hereby transfers, assigns and delivers all of its rights,
         title, and interest, of whatever nature, in and to the Rights. This
         transfer, assignment, and delivery includes all rights to receive
         distributions on the Rights. The Acquiror may take immediate
         possession and utilize the Rights as of the Closing Date. 

    4.        REPRESENTATIONS OF QUANTUM LEARNING SYSTEMS, INC. QLS hereby
         represents and warrants that, with respect to the Subsidiaries and the
         Rights to be transferred, effective this date and the Closing Date,
         the representations listed below are true and correct, to the best of
         its knowledge, information and belief. Said representations are meant
         and intended by all parties to apply to the Subsidiaries and the
         Rights.

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         (a)  QLS is the sole owner of the Subsidiaries and the Rights and has
              the unqualified right to transfer and dispose of the Subsidiaries
              and the Rights as of the Closing Date.

         (b)  There are no liabilities, either fixed or contingent against the
              Subsidiaries or the Rights not reflected in Exhibit D hereto
              other than contracts or obligations in the ordinary and usual
              course of business; and no such contracts or obligations in the
              usual course of business constitute liens or other liabilities
              which, if disclosed, would alter substantially the financial
              condition of the Subsidiaries or the Rights, unless disclosed in
              Exhibit D hereto. 

         (c)  Prior to the Closing Date there will not be any negative material
              changes in the Subsidiaries or in the financial position of the
              Rights, except changes arising in the ordinary course of
              business, which changes will in no event adversely affect the
              financial position of said Subsidiaries or Rights.

         (d)  To the best of QLS's knowledge, information and belief, neither
              the Subsidiaries nor the Rights is involved in any pending
              litigation or governmental investigation or proceeding not
              reflected in Exhibit D or otherwise disclosed in writing to
              Acquiror and, to the best knowledge of QLS, no litigation,
              claims, assessments, or governmental investigation or proceeding
              is otherwise threatened against the Subsidiaries or the Rights.

         (e)  Except as disclosed on any Exhibit, QLS has not breached any
              agreement to which it is a party which relates to the
              Subsidiaries or the Rights.

         (f)  The execution of this Acquisition Agreement will not violate or
              breach any agreement, contract, or commitment to which QLS is a
              party and has been duly authorized by all appropriate and
              necessary action.

         (g)  At the date of this Agreement, QLS has, and at the Closing Date
              hereof, will have to the best of each's knowledge, disclosed all
              events, conditions and facts materially affecting the business
              and prospects of Subsidiaries and the Rights.  QLS has not now
              and will not have, at the Closing Date, withheld knowledge of any
              such events, conditions, and facts which each knows, or has
              reasonable grounds to know, may materially affect, directly or
              indirectly, the business and prospects of the Subsidiaries or the
              Rights.

    5.        REPRESENTATIONS OF ACQUIROR.  Acquiror hereby represents and
         warrants as follows:

         (a)  The officers of Acquiror are duly authorized to execute this
              Agreement and have taken all actions required by law and
              agreements, charters, and bylaws, to properly and legally execute
              this Agreement.

<PAGE>

         (b)  As of the Closing Date and date hereof, Acquiror is duly
              organized, validly existing and in good standing under the laws
              of the State of Florida; it has the corporate power to own the
              Subsidiaries and the Rights and to carry on its business as now
              being conducted and is duly qualified to do business in any
              jurisdiction where so required.
         
    6.        CLOSING DATE. The Closing Date herein referred to shall be upon
         such date as the parties hereto may mutually agree upon but is
         expected to be August 5, 1996. This Agreement is executed by the
         parties and effective from and as of August 5, 1996.

    7.        CONDITIONS PRECEDENT TO THE OBLIGATIONS OF QLS. All obligations
         of QLS under this Agreement are subject to the fulfillment, prior to
         or as of the Closing Date, of each of the following conditions:

         (a)  The representations and warranties by or on behalf of Acquiror
              contained in this Agreement or in any certificate or document
              delivered to QLS pursuant to the provisions hereof shall be true
              in all material respects at and as of the time of Closing as
              though such representations and warranties were made at and as of
              such time.

         (b)  Acquiror shall have performed and complied with all covenants,
              agreements, and conditions required by this Agreement to be
              performed or complied with by it prior to or at the Closing on
              the Closing Date.

         (c)  The Directors of Acquiror shall have approved this transaction
              and such other reasonable matters as requested by QLS as
              pertaining to this transaction.

         (d)  All instruments and documents delivered to QLS pursuant to the
              provisions hereof shall be reasonably satisfactory to QLS.

    8.        CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACQUIROR. All
         obligations of the Acquiror under this Agreement are subject to the
         fulfillment, prior to or at the Closing on the Closing Date, of each
         of the following conditions:

         (a)  The representations and warranties by QLS contained in this
              Agreement or in any certificate or document delivered to Acquiror
              pursuant to the provisions hereof shall be true at and as of the
              time of Closing as though such representations and warranties
              were made at and as of such time.

         (b)  QLS shall have performed and complied with all covenants,
              agreements, and conditions required by this Agreement to be
              performed or complied with by it prior to or at the Closing.

<PAGE>

         (c)  QLS shall deliver to the Acquiror a letter commonly known as an
              "investment letter" agreeing that the shares of Acquiror are
              being acquired for investment purposes, and not with a view to
              resale.
         
    9.        INDEMNIFICATION. Within the period provided in paragraph 10
         herein and in accordance with the terms of that paragraph, each party
         to this Agreement, shall indemnify and hold harmless each other party
         at all times after the date of this Agreement against and in respect
         of any liability, damage or deficiency, all actions, suits,
         proceedings, demands, assessments, judgments, costs and expenses
         including attorney's fees incident to any of the foregoing, resulting
         from any misrepresentations, breach of covenant or warranty or
         non-fulfillment of any agreement on the part of such party under this
         Agreement or from any misrepresentation in or omission from any
         certificate furnished or to be furnished to a party hereunder. Subject
         to the terms of this Agreement, the defaulting party shall reimburse
         the other party or parties on demand, for any reasonable payment made
         by said parties at any time after the Closing, in respect of any
         liability or claim to which the foregoing indemnity relates, if such
         payment is made after reasonable notice to the other party to defend
         or satisfy the same and such party failed to defend or satisfy the
         same.

    10.       NATURE AND SURVIVAL OF REPRESENTATIONS. All representations,
         warranties and covenants made by any party in this Agreement shall
         survive the Closing hereunder and the consummation of the transactions
         contemplated hereby for two years from the date hereof. All of the
         parties hereto are executing and carrying out the provisions of this
         Agreement in reliance solely on the representations, warranties and
         covenants and agreements contained in this Agreement or at the Closing
         of the transactions herein provided for and not upon any investigation
         upon which it might have made or any representations, warranty,
         agreement, promise or information, written or oral, made by the other
         party or any other person other than as specifically set forth herein.

    11.       DOCUMENTS AT CLOSING. Between the date hereof and the date of
         Closing,  the following transactions shall occur, all of such
         transactions being deemed to occur simultaneously:

         (a)  QLS will deliver, or cause to be delivered, to Acquiror the
              following:

              (1)  such executed documents as required by this Agreement.

              (2)  certified copies of resolutions by QLS's Board of Directors
              authorizing this transaction;

              (3)  such other instruments, documents and certificates, if any,
              as are required to be delivered pursuant to the provisions of 
              this Agreement or which may be reasonably requested in furtherance
              of the provisions of this Agreement;

<PAGE>

         (b)  Acquiror will deliver or cause to be delivered to QLS:

              (1)  the consideration as required under this Agreement.

              (2)  certified copies of resolutions by Acquiror's Board of
              Directors authorizing this transaction;

              (3)  such other instruments and documents as are required to be
              delivered pursuant to the provisions of this Agreement.

    12.       MISCELLANEOUS.

         (a)  FURTHER ASSURANCES. At any time, and from time to time, after the
              effective date, each party will execute such additional
              instruments and take such action as may be reasonably requested
              by the other party to confirm or perfect title to the
              Subsidiaries or any Rights transferred hereunder or otherwise to
              carry out the intent and purposes of this Agreement.

         (b)  WAIVER. Any failure on the part of any party hereto to comply
              with any of its obligations, agreements or conditions hereunder
              may be waived in writing by the party to whom such compliance is
              owed.
         
         (c)  NOTICES. All notices and other communications hereunder shall be
              in writing and shall be deemed to have been given if delivered in
              person or sent by prepaid first class registered or certified
              mail, return receipt requested, to the following:

                   INTERCOAST FINANCIAL CORPORATION 
                   1111 S.W. 17th Street
                   Ocala, Florida 34474
                   
                   QUANTUM LEARNING SYSTEMS, INC., INC.
                   1111 S.W. 17th Street
                   Ocala, Florida 34474
                                       
         (d)  HEADINGS. The section and subsection headings in this Agreement
              are inserted for convenience only and shall not affect in any way
              the meaning or interpretation of this Agreement.

         (e)  COUNTERPARTS. This Agreement may be executed simultaneously in
              two or more counterparts, each of which shall be deemed an
              original, but all of which together shall constitute one and the
              same instrument.

         (f)  GOVERNING LAW. This Agreement was negotiated and is being
              contracted for in the State of Florida, and shall be governed by
              the laws of the State.

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         (g)  BINDING EFFECT AND ASSIGNMENT. This Agreement shall be binding
              upon the parties hereto and inure to the benefit of the parties,
              their respective heirs, administrators, executors, successors and
              assigns. This Agreement may be assigned by either party;
              provided, however, that the appropriate permission has been given
              by those governmental entities whose permission may be necessary
              to effect the performance of this Agreement.
         
         (h)  TIME. Time is of the essence.

         (i)  SEVERABILITY. If any part of this Agreement is deemed to be
              unenforceable the balance of the Agreement shall remain in full
              force and effect.
         
    IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.

                             INTERCOAST FINANCIAL CORPORATION


                                  By:       ///Signed///                       
                                     ----------------------------------------- 
                                            Authorized Officer
                                            

                             QUANTUM LEARNING SYSTEMS, INC.



                                  By:     ///Signed///                         
                                     ----------------------------------------- 
                                            Authorized Officer

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                                 EXHIBIT A

                             SUBSIDIARIES LIST

CAMBRIDGE ACADEMY, INC.

QUANTUM LEARNING SYSTEMS, INC.,  a Florida corporation, also known as 
Sentient, Inc.

CURRENT CONCEPT SEMINARS, INC.


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                                 EXHIBIT B 


      PROPERTY AND RIGHTS TO BE TRANSFERRED PURSUANT TO THIS AGREEMENT:



Any and all tangible and/or intangible property owned by the subsidiaries 
described in Exhibit A and any and/or all tangible or intangible property 
owned by Quantum Learning Systems, Inc., the Nevada corporation and held 
outside the subsidiaries, to include but not limited to the following:

         1) That certain note owned by QLS, Nevada for the sale of the Texas
         subsidiaries, commonly call the Young's note; and

         2) That certain lawsuit in Texas known as Chamberlain, et al; and

         3) Any other asset owned or due QLS, Nevada on or before April 30,
         1996 

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                                 EXHIBIT C

                              INDEMNIFICATION







<PAGE>

                              INDEMNIFICATION

    FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, the
undersigned parties (hereafter collectively known as the Indemnifier) hereby
agree to indemnify and hold harmless QUANTUM LEARNING SYSTEMS, INC. (to be known
as Costa Rica International, Inc.), its officers, directors, employees, and
agents (hereafter collectively known as the Indemnified Party) at all times
after the date of this Indemnification against and in respect of any and all
liability, damage or deficiency, actions, suits, proceedings, demands,
assessments, judgments, costs and expenses including attorney's fees incident to
any of the foregoing, resulting from or relating to the assets and/or
liabilities of Quantum Learning Systems, Inc. which have been transferred to
INTERCOAST FINANCIAL, INC., a Florida corporation, under that certain
Acquisition Agreement dated April 30, 1996, which closed effective on August 5,
1996. This indemnification shall be effective from April 30, 1996 and shall
specifically include, but not be limited to the following: 

(i)      against any and all liability, damage or deficiency, actions, suits,
proceedings, demands, assessments, judgments, costs and expenses including
attorney's fees incident to any of the foregoing, whatsoever including to the
extent of the aggregate amount paid in settlement of any litigation, or
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such loss, liability, claim,
damage and expense whatsoever; and 

(ii)     against any and all expense whatsoever (including the fees and 
disbursements of counsel chosen by COSTA RICA INTERNATIONAL, INC.) reasonably 
incurred in investigating, preparing or defending against any litigation, or 
investigation or proceeding, including but not limited to, by any 
governmental agency or body, commenced or threatened, or any other claim 
whatsoever based upon any such loss, liability, claim, damage and expense 
whatsoever.

    Each Indemnified Party shall give prompt notice to each Indemnifier of any
action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify each Indemnifier shall not relieve it from
any liability which it may have otherwise than on account of this Indemnity.  An
Indemnifier may participate at its own expense in the defense of such action. 
In no event shall an Indemnifier be liable for the fees and expenses of more
than one counsel for all indemnified parties in connection with any one action
or separate but similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances.


<PAGE>

    If the indemnification provided for herein is unavailable to or 
insufficient to hold harmless an Indemnified Party hereunder in respect of 
any losses, claims, damages or liabilities (or actions in respect thereof) 
referred to therein, then each Indemnifier shall in lieu of indemnifying such 
Indemnified Party contribute jointly and severally to the amount paid or 
payable by such Indemnified Party as a result of such losses, claims, damages 
or liabilities (or actions in respect thereof). The amount paid or payable by 
the Indemnified Party as a result of the losses, claims, damages or 
liabilities (or actions in respect thereof) referred to above shall be deemed 
to include any legal or other expenses to which such Indemnified Party is 
entitled hereunder.

    IN WITNESS WHEREOF, the parties hereby execute this Indemnification this 
30th day of September,  1996.

                                       INDEMNIFIERS:

                                       INTERCOAST FINANCIAL, INC.


                                       By             ///Signed///             
                                         ------------------------------------- 
                                                    Authorized Officer         


                                                      ///Signed///             
                                       --------------------------------------- 
                                                    James K. Isenhour          
                                                    Individually               


STATE OF    SAN JOSE     )     
                         )  SS:
COUNTY OF   LA URUCA     )     
REPUBLIC OF COSTA RICA         

    On this 30 day of September, 1996, before me, a Notary Public, personally 
appeared J. Kirk Isenhour who acknowledged that he executed the above 
instrument in the capacities as set forth therein.

                                                      ///Signed///             
                                       --------------------------------------- 
                                       NOTARY PUBLIC

My Commission Expires: Duly in exercise 



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                                 EXHIBIT D 

                       LIABILITIES AND CONTINGENCIES 


                                    NONE