<PAGE>

                                  EXHIBIT 10.6

                       EMPLOYMENT TRAINING PANEL AGREEMENT
                             DATED NOVEMBER 30, 1999

<PAGE>

                       EMPLOYMENT TRAINING PANEL AGREEMENT

                              TERMS AND CONDITIONS

        TERM: This training Agreement is entered into by and between the
Employment Training Panel ("ETP") and iNETVERSITY/NOVAQUEST INFOSYSTEMS
("Contractor"). The term is December 1, 1999 through November 30, 2000. The
parties intend to utilize public funding to assist the Contractor in conducting
a job training project for eligible trainees in accordance with the Training
Plan, Exhibit A; Curriculum, Exhibit B; and Budget, Exhibit C (if applicable).
Contractor certifies the training funds provided will supplement rather than
displace Contractor's ongoing investment in the training of their workers. The
Contractor has certified to ETP in writing the need for the training.

         PAYMENTS:

                  ETP shall pay Contractor an amount not to exceed $ 488,255 .
This amount shall be earned upon the completion of ALL performance requirements
within the Agreement term as indicated in paragraph 1., above. ETP shall not pay
for partial performance. Reimbursement shall be earned for no more than the
number of trainees to be retained listed by Job # and only as specified in
Exhibit A, Chart 1, Summary (hereafter, Chart 1).

                  Reimbursement shall be earned only if 100% of the class/lab
training hours are delivered. Each trainee should complete 100% of the class/lab
training hours. However, a trainee can qualify for reimbursement if the trainee
completes a minimum of 80% of the class/lab training (including qualified
make-up training).

                  Contractor may invoice ETP as each trainee reaches qualifying
benchmarks, and may receive UNEARNED progress payments for cash flow purposes as
indicated in Chart 1


<PAGE>

Summary columns 9 through 13. All progress payments are earned only after the
training and employment retention are completed and the Contractor completes
all other requirements of this Agreement.

                  Contractor shall submit invoices and necessary statistical
data to ETP in a form and manner prescribed by ETP. The Contractor may submit a
Job # closeout invoice once all trainees in the Job # have completed training,
are certified competent if SOST is part of the training plan, and have been
hired or retained in the job for the retention period specified herein. The
Contractor shall submit the Final Fiscal Invoice to ETP within 30 days after the
ending date of the Agreement. Payment of this final invoice shall be contingent
upon submittal of applicable reports as described in VI. TRAINING STANDARDS,
(F); and, VII TRAINEE RETENTION REQUIREMENTS, (B).

                  TRAINEE AUTHORIZATION: Contractor must submit to ETP, an
ETP104 Auth form for each trainee enrolled, providing ETP permission to access
trainees' confidential Unemployment Insurance information and employer reported
wage data from the Employment Development Department. Contractor is responsible
for obtaining trainee signature and Social Security Number on the Number on the
ETP104 Auth form. Any funds invoiced and issued for a trainee who does not have
a signature and valid SSN on file must be returned to ETP as unearned monies,
with any applicable interest.

                  N/A

                  N/A

                  MULTIPLE EMPLOYER AGREEMENT WITH NEW HIRES: Reimbursement
shall be earned for New Hires who are placed with ETP eligible employers.
Employers must be subject to Unemployment Insurance (U.I.) Fund contributions
under the tax rate method. Placements with temporary agencies are subject to the
restrictions of Title 22, California Code of Regulations, Section 4427.

<PAGE>

                  MULTIPLE EMPLOYER AGREEMENT WITH RETRAINEES: The Contractor
shall be reimbursed for 70% of the cost per trainee specified in Chart 1, Column
7 for retrainees employed by a business that has previously benefited directly
or indirectly from ETP funded training. This 30% employer contribution shall be
applicable only if the participating employer has benefited from ETP funded
training of retrainees, under at least two prior Panel Agreements, in the amount
of $250,000 or more at the same facility, and if the business has 101 or more
full-time employees. The employer's participation in previous ETP funded
retraining must have been within five years from the start date of training to
the end term date of the previously applicable ETP Agreement. The Contractor
must have on file, an approved retraining certification form for each
participating employer, prior to the start of training for a company.

              The Contractor shall be reimbursed for 50% of the per trainee cost
              specified in Chart 1, Column 7 for retrainees employed by a
              business that has had a substantial contribution applied in a
              previous Agreement.

         OVERPAYMENT: Reimbursements earned by the Contractor according to the
              performance specified under the Agreement shall be used to offset
              any outstanding financial liabilities owed to ETP under previous
              ETP Agreement(s). This provision shall remain in force until the
              monies owed to ETP plus interest have been fully repaid.

         SUBCONTRACTS: Contractor may subcontract for training or administrative
services with the prior approval of ETP. However, no third party relationship is
intended or created between any Subcontractor and ETP.

         ADMINISTRATION: Training shall be administered and managed by, or under
the direct supervision of, the Contractor. Administrative and management
functions include, but are not limited to: selecting trainees; providing
instructional staff, facilities, materials and equipment needed for instruction;
setting up and maintaining record keeping/tracking forms to document the
delivery of training including; setting up and maintaining ETP reporting and
accounting systems; and maintaining individual trainee files.

<PAGE>

         PERFORMANCE:

         1.       ETP will provide technical assistance and monitor performance
                  of this Agreement. Contractor shall ensure that ETP or its
                  representative, including the Bureau of State Audits, ahs
                  the right during normal business hours, to examine,
                  reproduce, monitor and audit accounting source payroll
                  documents, and all other records, books, papers, documents
                  or other evidence directly related to the performance of
                  this Agreement by the Contractor, including any subcontract.
                  Records must be retained within the control of the primary
                  Contractor and available for review at the Contractor's
                  place of business, within the State of California. This
                  right will terminate no sooner than four (4) years from the
                  date of termination of the Agreement or three (3) years from
                  the date of the last payment by ETP to the Contractor, or
                  the date of resolution of appeals, audits, claims,
                  exceptions, or litigation, whichever is later.

         a.       2. Contractor is on notice that ETP has the option to audit
                  this Agreement at anytime up to four years following the end
                  of the term of this Agreement. Audits will be performed in
                  accordance with Government Auditing Standards which include
                  sampling of available records. Contractor may protest findings
                  set forth in ETP audit and will be provided with procedures
                  for filing such protest. Contractor shall maintain and make
                  available all records pursuant to Title 22, California Code of
                  Regulations, Section 4442. Record Keeping.

                  Contractor shall submit all information and data required
for implementation and performance of the training project in a form and manner
prescribed by the Panel throughout the term of the Agreement.

                  ETP shall inform Contractor in writing if performance by
Contractor is not satisfactory and may, at its discretion, suspend any payment
and/or performance, including training, under the Agreement or terminate the
Agreement as provided herein.

                  ETP may terminate for cause with at least thirty (30) days
written notice to the Contractor; except, if ETP has evidence of fraud, it may
terminate immediately. The Contractor

<PAGE>

may terminate at will without any time requirement. Contractors' notice of
termination shall be delivered in person or by deposit in the United States
mail, addressed to the ETP SIGNATORY of this Agreement and shall be deemed to
have been given at the time of personal delivery or on the date of deposit in
the U.S. mail as evidenced by the postmark date of the notice.

             If Contractor relocates or consolidates the California facility
at which training was provided (or the job for which training was provided)
with a facility (or a job) located outside California within three years of
the Agreement termination, Contractor shall return, at ETP's discretion, all
money earned under this Agreement as provided in Paragraph 2.

             Training, for any trainee, may not exceed eighteen (18) months
from the first day of a trainee's training to the trainee's last day of
training.

             If literacy training is provided, a signed statement on
Contractor's letterhead must be on file with the Contractor certifying that a
literacy assessment has been administered and the number of literacy training
hours in the Agreement is consistent with the results of the assessment.

         UNEARNED FUNDS: Contractor shall return to ETP all unearned monies
under this Agreement with statutory interest computed from the first day of the
month following the date the funds are received. If the Contractor petitions for
bankruptcy, ETP shall be listed and scheduled as a creditor.

         INDEMNIFICATION: Contractor shall indemnify, defend, and hold harmless
ETP, its officers, agents, and employees from any and all claims and losses
accruing or resulting to any and all Contractors, subcontractors, laborers and
any other person, firm, or corporation furnishing or supplying work, services,
materials, or supplies in connection with the performance of this Agreement, and
from any and all claims and losses accruing or resulting to any person, firm, or
corporation who may be injured or damaged by Contractor during the term of this
Agreement.


<PAGE>




         GOVERNING RULES: This Agreement shall be governed by the laws of the
State of California. Contractor shall comply with all applicable federal, state,
and local laws, ordinances, and regulations. Contractor acknowledges it has
received a copy of and has reviewed applicable ETP enabling legislation,
regulations and the ETP Contractor's Guide.

         OTHER FUNDS: Contractor shall notify ETP in writing promptly of other
government-funded training program(s) used to support the training under this
Agreement. All other funds provided by any governmental entity in whatever form
shall be used to reduce the training costs herein. No fee of any kind shall be
required of any trainee except as may be provided under law.

         PROMOTIONAL MATERIAL: Any material used to promote this training
project or the use of the ETP name or logo must be approved by ETP before its
use.

         NATIONAL LABOR RELATIONS BOARD (NLRB): Pursuant to Public Contract Code
Section 10296, by executing the Agreement, Contractor swears under penalty of
perjury that no more than one final unappealable finding of contempt of court by
a federal court has been issued against Contractor within the immediately
preceding two-year period because of Contractor's failure to comply with an
order of a federal court which orders the Contractor to comply with an order of
the National Labor Relations Board. ETP may rescind any contract in which the
Contractor falsely swears to the truth of the statement required by this
section.

         AMERICAN'S WITH DISABILITIES ACT: Contractor assures that it shall
comply with the American's with Disabilities Act (ADA) of 1990, (42 U.S.C. 1201
ET SEQ.), which prohibits discrimination on the basis of disability, as well as
all applicable regulations and guidelines issued pursuant to the ADA.

         DRUG FREE WORKPLACE: Contractor certifies under penalty of perjury
under the laws of the State of California that the Contractor shall comply with
the requirements of the Drug-Free Workplace Act of 1990 (Government Code Section
8350 ET SEQ.) and will provide a drug-free workplace by taking the following
actions:


                                       6

<PAGE>

                  Publish a statement notifying employees that unlawful
manufacture, distribution, dispensation, possession, or use of a controlled
substance is prohibited and specifying actions to be taken against employees for
violations;
                  Establish a Drug-Free Awareness Program to inform employees
about all of the following:

                  The dangers of drug abuse in the workplace;
                  The person's or organization's policy of maintaining a
                    drug-free workplace;
                  Any available counseling, rehabilitation and employee
                    assistance programs; and
                  Penalties that may be imposed upon employees for drug abuse
                    violations.
                  Every employee who works on the Agreement:
                  Will receive a copy of the company's drug-free policy
                    statement; and
                  Will agree to abide by the terms of the company's statement
                    as a condition of employment on the Agreement.

NONDISCRIMINATION: During the performance of this Agreement, Contractor and its
     subcontractors shall not unlawfully discriminate, harass, or allow
     harassment against any employee or applicant for employment because of sex,
     race, color, ancestry, religious creed, national origin, physical
     disability (including HIV and AIDS), mental disability, medical condition
     (cancer), age (over 40), marital status, and denial of family care leave.
     Contractors and subcontractors shall insure that the evaluation and
     treatment of their employees and applicants for employment are free of such
     discrimination and harassment. Contractors and subcontractors shall comply
     with the provisions of the Fair Employment and Housing Act (Government
     Code, Section 12900 ET SEQ.) and the applicable regulations promulgated
     thereunder (California Code of Regulations, Title 2, Section 7285.0 ET
     SEQ.) The applicable regulations of the Fair Employment and Housing
     Commission implementing Government Code, Section 12990 (a-f), set forth in
     Chapter 5 of Division 4 of Title 2 of the California


                                       7

<PAGE>

     Code of Regulations are incorporated into this Agreement by reference
     and made a part hereof as if set forth in full. Contractor and its
     subcontractors shall give written notice of their obligations under
     this clause to labor organizations with which they have a collective
     bargaining or other agreement. Contractor shall include the
     nondiscrimination and compliance provisions of this subparagraph in all
     subcontracts to perform work under this Agreement.

         NOTICES. All notices/correspondence shall be mailed or faxed to
Contractor's Contact Representative identified below. A copy of Notice of
Termination shall be sent to Contractor's Contact Representative (original
Notice of Termination sent to Contractor's signatory to this Agreement).

     The Contractor's Contact Representative for this Agreement shall be:

     Workforce Development Director
     iNetVersity/NovaQuest Infosystems
     19951 Mariner Avenue
     Torrance, CA  90503
     Telephone Number:  (310) 921-4138
     Fax:  (310) 370-9629

ENTIRE AGREEMENT: This Agreement shall not be assigned or in any manner
     transferred to any other party, including a bona fide purchaser for value,
     without the prior written approval of ETP. This Agreement may be amended in
     writing by mutual agreement of the parties. This is the entire Agreement
     between the parties and it supersedes any other understanding or writing
     made between them related to this matter.


APPROVED FOR ETP                           APPROVED FOR CONTRACTOR


Victoria Bradshaw, Executive Director     Noreen Khan, Chief Executive Officer
-------------------------------------     ------------------------------------
Type Name and Title                        Type Name and Title


                                       8

<PAGE>


/s/ Victoria Bradshaw                      /s/ N. Khan
---------------------------------------    -----------------------------------
Signature                      Date        Signature                 Date



 ETP, 1100 J Street, 4th Floor             19951 Mariner Avenue
--------------------------------------     -------------------------------------
Address                                    Address


 Sacramento, California        95814       Torrance, California           90503
--------------------------------------     -------------------------------------
City         State              Zip        City        State               Zip


 (916) 327-5640       (916) 327-5260       (310) 921-4101         (310) 370-9629
--------------------------------------     -------------------------------------
Telephone                   FAX #          Telephone                  FAX #


                                       9

<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------- --------------------- ------------ -------------- ----------------
                Amount Encumbered                          Item            Chapter       Statute       Fiscal Year
<S>                                                    <C>                <C>          <C>           <C>
                    $244,128                           5100-001-514          50           1999          1999-2000
                    $244,127                           5100-001-514                       2001          2001-2002
-------------------------------------------------- --------------------- ------------ -------------- ----------------
                  Fund                                           Object & Code

EMPLOYMENT TRAINING PANEL                                     96870 - 03930 - 936
                                                              96872 - 03930 - 936

----------------------------------------------------------------------------------------------------------------------

I hereby certify that budgeted funds are available for the period and purpose of
the expenditure stated above.

------------------------------------------------------------------------------------- --------------------------------

Signature of Accounting Officer                                                                Date


----------------------------------------------------------------------------------------------------------------------
I hereby certify that the Agreement does not fall within the meaning of Section
10295 of Chapter 2 of Part 2 of Division 2 of the Public Contract Code of the
State of California and pursuant to 58 OPS. CAL ATTY. GEN. 586 is exempt from
review or approval of the Department of General Services and the Department of
Finance.
------------------------------------------------------------------------------------- -------------------------------

Signature on Behalf of the Agency                                                                  Date



======================================================================================================================
</TABLE>

<PAGE>

                                                                  Page 1 of 16
                                                                     Exhibit A

                                  TRAINING PLAN

Project Title: INETVERSITY
               --------------------------------------------------------------
I.    A.       TRAINING PROJECT PROFILE.  Contractor certifies the following
               funding criterion applies.

               1.  Projects to promote a healthy labor market in a
                   competitive California economy.

                   [X]  Job creation:  new hire or upgrade.
                   [X]  Retraining workers of companies threatened by
                        out-of-state competition.
                   [X] Trainees subject to
                        displacement.
                   [ ] Employer adapting to a high
                        performance workplace.
                   [ ] Employer diversifying
                        goods and/or services.

               2.       Special Employment Training (SET) Projects.

                        [ ]  1.   Frontline Workers.
                        [ ]  2.   New industries.
                        [ ]  3.   Workers affected by defense industry
                                  cutbacks and military base closures.
                        [ ]  4.   To stabilize  employment in fields with a
                                  deficit of trained  employees and
                                  clear career advancement opportunities.
                        [ ]  5.   Entrepreneurial training for a
                                  small business owner(s) to enhance the
                                  competitive position of a business
                                  having at least one full-time, but fewer
                                  than 10 full-time employees.
                        [ ]  6.   Individuals with barriers to full-time
                                  employment.

               3.       Welfare to Work Training Project.

                        [ ]   Trainee is an employed worker who is
                              receiving CalWORKs benefits or has received
                              CalWORKs benefits within one year of the
                              commencement of training.

      B.       LEGISLATIVE PRIORITIES

               [ ]  stimulating exports/imports - U.I. Code, Section 10200(b)(1)
               [ ]  locating into or expansion within California - U.I. Code,
                    Section 10200 (b)(3)
               [ ] moving to a high performance
                    workplace - U.I. Code, Section 10200 (b)(3)
               [X]  hiring displaced workers - U.I. Code, Section 10200 (b)(4)
               [ ]  developed jointly by management and workers - U.I. Code,
                    Section 10200 (b)(5)
               [ ]  career ladders - U.I. Code, Section 10200 (b)(6)

<PAGE>

                                                                 Page 2 of 16
                                                                 Exhibit A
               [ ]  promotion of California's manufacturing workforce - U.I.
                    Code, Section 10200 (b)(7)

II.   CONTRACTOR PROFILE

      A.     Contractor's full-time employees: 1) Company Wide VARY BY
                                                  PARTICIPATING EMPLOYER
                                               2) In California VARY BY
                                                  PARTICIPATING EMPLOYER

      B.     SUBSIDIARY:    Yes [X]   No [  ]  If "Yes", parent company:
             INETVISIONS.COM

      C.     COUNTY(IES) where trainees are to be employed:  VARY BY
             PARTICIPATING EMPLOYER

III.  TRAINEE CRITERIA

      NEW HIRE:  A New Hire is a person who, prior to the start of training,
      is unemployed and:

      1.     Has established an Unemployment Insurance (UI) claim in this
             State and has been determined eligible for UI by the
             Employment Development Department (EDD); or

      2.     Has exhausted UI benefits from this State within the preceding
             twenty-four (24) months; or

      3.     Has received, at the time of hire, a notice of layoff from the
             prior employer.

      RETRAINEE:  A Retrainee is an individual who meets one of the following
                  criteria:

      1.       Has been employed full-time by Contractor or a participating
               employer in California for a minimum of 90 days as of the
               start date of that individual's training; or

      2.       Has been employed full-time by Contractor or a participating
               employer in California for less than 90 days with their
               current employer AND had been previously employed for at least
               an average of 20 hours per week for at least 90 days by an ETP
               eligible employer(s) during the 180 day period preceding their
               hire date with their current employer; and the 90 days of
               prior employment may be non-consecutive and may also be
               completed with multiple employers; or

      3.       Has been employed full-time by Contractor or a participating
               employer in California for less than 90 days at the start of
               training and at the time of hire met the following criteria:

               a. Has established an Unemployment Insurance (UI) claim in
                  this State and has been determined eligible for UI by the
                  Employment Development Department (EDD); or


<PAGE>

                                                                 Page 3 of 16
                                                                 Exhibit A
               b. Has exhausted UI benefits from this State within the
                  preceding twenty-four (24) months; or

               c. Had received, at the time of hire, a notice of layoff from
                  the prior employer.

               A Retrainee meeting (1), (2), or (3) above must also meet one
               of the following:

                  a.    The Retrainee is likely to be displaced without
                        the training and, therefore, claiming
                        unemployment insurance benefits because of
                        reductions in overall employment within a
                        business, elimination of the individual's
                        current job, or a substantial change in the
                        skills required to remain employed due to
                        technological change or other factors; or

                  b.    The Retrainee needs training in order to
                        facilitate an employer's adaptation to a high
                        performance workplace; or

                  c.    The Retrainee needs training to facilitate an
                        employer's diversification of the production of
                        goods or services.

IV.   TRAINEE CERTIFICATION REQUIREMENTS

      NEW HIRE: Contractor shall pre-screen trainees for eligibility and
      deliver an ETP 104 (Trainee Record), by personal delivery, by mail, or
      enter information via the Internet, no later than ten (10) working days
      after the start of training. The notice of layoff must also be
      forwarded with the ETP 104, if applicable. If Contractor wants a
      trainee certification prior to the start of training, Contractor must
      deliver the ETP 104, by personal delivery, by mail, or enter
      information via the Internet, at least ten (10) days, but no more than
      ninety (90) days, prior to the commencement of training.

      RETRAINEES (currently employed less than 90 days/with work or UI
      history): For Internet On-line Process Only, Contractor shall enter and
      submit trainee information on the ETP83, Employment History, via the
      Internet no later than ten (10) working days after the start of
      training. If Contractor wants a trainee certification prior to the
      start of training, Contractor must deliver the ETP 104, by personal
      delivery, by mail, or enter information via the Internet, at least ten
      (10) days, but no more than ninety (90) days, prior the commencement of
      training.

V.    TRAINEE ENROLLMENT REQUIREMENTS

      A trainee is eligible to be enrolled at the start of training, but must
      be enrolled once the number of class/lab hours listed in Chart 1,
      Column 9 have been completed. To enroll trainees in the training
      project, the Contractor must deliver a completed ETP 104 (Trainee
      Record), by personal delivery, by mail, or enter information via the
      Internet, for an

<PAGE>

                                                                 Page 4of 16
                                                                 Exhibit A
      individual trainee within THIRTY (30) days of completion of the
      required class/lab training hours for enrollment. For
      on-line enrollments, Contractor must also submit the ETP 104 AUTH
      (Authorization for On-Line Enrollment) within 30 days of the date that
      the initial enrollment information was entered, or prior to the first
      invoice, whichever comes first. A trainee must complete all training
      and retention prior to subsequent enrollment in same project. A trainee
      cannot be enrolled in the same job number more than once within the
      same project. A trainee shall not be enrolled in more than one ETP
      project at the same time.

      RETRAINEES (employed less than 90 days/with work or UI history): For
      Scantron Process, Contractor shall deliver to ETP a completed ETP 104
      (Trainee Record), by personal delivery, or by mail, for those trainees
      who had been employed by the current employer at the start of training
      for less than 90 days and have a previous employment or UI history. The
      notice of layoff must also be forwarded with the ETP 104, if
      applicable. For Internet On-line Process, Contractor should submit, via
      the Internet, a completed ETP 104 (Trainee Record) for those trainees
      who have been employed by the current employer at the start of training
      for less than 90 days and have a previous employment or UI history
      (only after receiving ETP approval for trainees submitted on the ETP
      83, Employment History). The notice of layoff must also be forwarded
      with the ETP 104, if applicable.

VI.   TRAINING STANDARDS

      A.   CURRICULUM: Contractor shall provide training pursuant to the
           curriculum in Exhibit B.

      B.   DISTRIBUTION OF TRAINING HOURS: Distribution of training hours
           between categories of training (i.e. class/lab or SOST) may be
           changed only by a formal, written Amendment to the Agreement.

      C.   TRAINERS: Class/lab and Structured, On-Site (SOST) trainers must
           be company employees or training vendors who are knowledgeable
           and competent in the subject matter. ETP makes no claim and has
           no responsibility pertaining to qualifications of any training
           vendor or individual providing training. Any trainee who is also
           a trainer must complete all classroom/lab hours and, when
           applicable, obtain a SOST competency certification, as required
           in Exhibit B, Curriculum, for each specific type of training
           prior to providing the same type of training to others.

      D.   "TRAINING" DEFINITIONS:

           1.  Classroom training is formal instruction provided to a group of
               individuals, in a classroom setting removed from the trainee's
               usual work environment, meeting regularly for training in a
               specific skill under the constant and direct guidance of a
               qualified trainer.

<PAGE>

                                                                 Page 5 of 16
                                                                 Exhibit A
           2.  Laboratory training is "hands-on" instruction or skill
               acquisition conducted in a non-productive environment or
               simulated work setting generally away from the trainee's
               work station, under the direction of a laboratory trainer that
               may require the use of specialized equipment or facilities by
               the trainee. The trainer's time during laboratory training must
               be dedicated exclusively to the instruction of trainees.

           3.  Structured, On-Site Training (SOST) is supervised training
               conducted at the worksite for the purpose of transferring
               and testing skills and knowledge learned in the class/lab
               training to the worksite. Trainees perform structured
               tasks/assignments under the direction of a qualified trainer
               who is on-site and provides face-to-face instruction and
               coaching, and assesses trainees competencies using the methods
               referenced in item E. STRUCTURED, ON-SITE TRAINING, (3).

      E.   STRUCTURED, ON-SITE TRAINING (SOST):  N/A

      F.   SUMMARY REPORT:  N/A

VII.  TRAINEE RETENTION REQUIREMENTS

      A1.      FULL-TIME  EMPLOYMENT:  Employment for each trainee shall be
               in the occupations listed in Chart 1, Column 2 and shall
               result in employment customarily considered full-time for
               the occupation and shall have definite career potential and
               a substantial likelihood of providing long-term job
               security. Each trainee must be employed full-time, 35
               HOURS/WEEK) with the Contractor or participating employer
               for a period of at least ninety (90) consecutive days
               immediately following the completion of training. New Hire
               trainees should be placed in a job within 30 days following
               completion of the trainee's training. The retention period
               shall be completed no later than the last day of this
               Agreement. Wages at the end of the 90-day retention period
               shall be equal to or greater than the wages listed in Chart
               1, Column 14.

      A2.      Contractor agrees to comply with rules and regulations
               governing the ETP, including, but not limited to the
               following:

               Contractor shall not place any trainee with a Federal agency
               for her/his required post-training retention period.
               Placement with a non-Federal public entity or non-profit
               organization shall be permitted only where such entity or
               organization has elected an alternate method of financing
               its unemployment insurance liability pursuant to Article 5
               (commencing with Section 801) or Article 6 (commencing with
               section 821) of the Unemployment Insurance Code and where
               placement is limited to new hire trainees who received
               training as an incidental part of a training project
               designed to meet the needs of one or more private sector
               employees.
<PAGE>

                                                                   Page 6 of 16
                                                                      Exhibit A
               Contractor shall place each trainee who has completed
               training with a single eligible employer for the entire
               retention period, pursuant to the ETP statutory requirement
               stated in Unemployment Insurance Code, Section 10209(f).

               Contractor may place up to 20 percent of the total new-hires
               placed and retained in employment under the contract with a
               public entity or nonprofit organization that has elected an
               alternate method of financing its liability for unemployment
               insurance compensation benefits.

               Contractor may place new hire trainees at and through
               temporary employment agencies only when all of the following
               circumstances apply:

               a.     When placements at and through temporary employment
                      agencies do not exceed 10% of the total actual number
                      of new hires placed and retained in employment under
                      the contract; and

               b.     When placements at and through temporary employment
                      agencies are not included in the core group of
                      eligible employers at the time the contract is
                      approved; and

               c.     Where the above two conditions are met, the retention
                      period for placements at temporary employment
                      agencies shall consist of 180 consecutive days before
                      payment is considered earned.



<PAGE>

<TABLE>
<CAPTION>

                                                          Chart 1 Summary ET 000172
Contractor:  iNetVersity/NovaQuest Infosystems                               Page 2
                                                                            Exhibit A
-------------------------------------------------------------------------------------
                                                    TRAINING DATA
-------------------------------------------------------------------------------------
<S>     <C>                    <C>         <C>       <C>       <C>      <C>       <C>
 1         2                       3          4        5         6                  7

                                                                          Total    Cost
                                 Type of       No.     CLS/Lab    SOST    Trainee   Per
Job #  Occupations              Training     Retain    Hours     Hours     Hrs.    Trainee
=====  ===============          =========    =======   =======   ======   =======  =======
       Web Graphics Creator,
       Content Creator,
       Web Editor,
       Computer Programmer,
       Server Administrator,
   1   LAN/WAN Administrator,
       Help Desk
       Programmer,           Multiple
       Technician,           Employers
       Network               New Hires
       Administrator,        COMPUTER SKILLS
       MIS Technician,
       and Customer                            45/     525                 525    $8,379
       Service                                         525                 525
-----------------------------------------------------------------------------------------
       Web Graphics
       Creator,
       Content Creator,
       Web


----------------------------------------------------------------
                                PAYMENT SCHEDULE
----------------------------------------------------------------
     8           9       10            11         12         13         14
                                                                       Wage
                                                            Pay 4      After
 Total SOST    Hrs To    Pay 1        Pay 2      Pay 3      After 90   Reten
 Trainer Hrs.   Enroll   Enroll       Compl      Hired      Days       -tion
=============  ======    ======       =====      =====     ========   ======















                  80     $2,094.75     $2,094.75  $2,094.75  $2,094.75  $9.83




</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                          Chart 1 Summary ET 000172
Contractor:  iNetVersity/NovaQuest Infosystems                               Page 3
                                                                            Exhibit A
-------------------------------------------------------------------------------------
                                                    TRAINING DATA
-------------------------------------------------------------------------------------
<S>     <C>              <C>         <C>       <C>       <C>      <C>       <C>
 1         2                3          4        5         6                  7

                                                                   Total    Cost
                          Type of      No.     CLS/Lab    SOST    Trainee   Per
Job #  Occupations       Training    Retain    Hours     Hours     Hrs.    Trainee
=====  ===============   =========   =======   =======   ======   =======  =======
     Editor, Computer
       Programmer,
       Server
       Administrator,
   2   LAN/WAN
       Administrator,
       Help Desk
       Programmer,
       Technician,        Multiple-
       Network            Employer                200                 200  $2,780
       Administrator,     Retrainees      40/     200                 200
       MIS Technician,    COMPUTER
       Customer Service    SKILLS


----------------------------------------------------------------
                                PAYMENT SCHEDULE
----------------------------------------------------------------
 1          2                 8           9       10            11         12         13         14
                                                                       Wage
                                                            Pay 4      After

                           Total SOST    Hrs To    Pay 1       Pay 2      Pay 3      After 90   Reten
Job #  Occupations        Trainer Hrs.   Enroll   Enroll       Compl      Hired      Days       -tion
=====  ===============   =============  ======    ======       =====      =====     ========   ======
     Editor, Computer
       Programmer,
       Server
       Administrator,
   2   LAN/WAN
       Administrator,
       Help Desk
       Programmer,
       Technician,       Multiple-
       Network           Employer
       Administrator,    Retrainees        40     $695.00       $1,390.00   $        $695.00    $9.83
       MIS Technician,   COMPUTER
       Customer Service  SKILLS
-------------------------------------------------------------------------------
</TABLE>


<TABLE>
                       CONTRACT TOTALS
<S>                                         <C>              <C>              <C>                                    <C>
Program Cost                                                      $458,375             Total to be Retained                  85
Substantial Contribution (    %)             (-)                        $0
                          ----
Multiple-Empl. Support (    %)               (+)                   $29,880
                        ----
SET Trainee Support                          (+)                        $0
SET Training Material/Program Development    (+)                        $0
TOTAL ETP FUNDING                            (=)                  $488,255
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

  The figures in Col. 6 are for calculation purposes only.

<PAGE>

<TABLE>
<CAPTION>
-------------  ------------------------- ------------ -----------------------  --------------------  ----------------------------
Turnover Rate  % of Mgrs. & Sups. to be               Health Benefits Inc. in  SET Trainee Support       SET Training
                        trained                             Wage?                                    Material/Program Development
-------------  ------------------------- ------------ -----------------------  --------------------  ----------------------------
<S>            <S>                       <C>           <C>                     <C>                   <C>
  20.0%                  0.0%                                 No                       $0.00                       $0.00
-------------  ------------------------- ------------ -----------------------  --------------------  ----------------------------
</TABLE>


LOCATION OF TRAINING: Training will be held at the participating employers'
         worksite or iNetVersity/NovaQuest, during work hours.

RATIOS: The trainer to trainee ratio will not exceed 1:20 for retrainees and
1:15 for new hires.

IF HEALTH BENEFITS IS "YES", PLEASE EXPLAIN: Wages will vary by participating
employer. Health benefits may be added to the calculation of the trainees wages
in order to meet the ETP minimum wage requirement for the county where the
participating employer is located.

OTHER NOTES: Turnover rate shall not exceed 20% annually, unless the
participating employer can provide information that the employer has experienced
a singular reduction in force or other occurrence which adversely affected the
turnover rate in the last calendar year.
<PAGE>

                                   CURRICULUM



<PAGE>


                       INETVERSITY INFORMATION TECHNOLOGY
                                     "MENU"
                                   CURRICULUM

HOURS

Class/Lab
Job # 1=525
Job # 2=200

COMPUTER NETWORKING/ENGINEERING
-    Networking Essentials
-    MCSE/MCSD Tracks
-    MCSE + Internet
-    Computer Networking Systems
-    Introduction/Advanced CISCO Router
-    CISCO Internetwork
-    Novell (CAN/CNE) Track
-    Oracle
-    A+ / PC Hardware
-    Microsoft Operating Systems Administration

INTERNET
-    Web Development
-    HTML Scripting/Programming
-    Effective Web Design Strategies
-    Site Designing
-    Introduction to JAVA Script
-    Web Visual Basic Scripting
-    Microsoft Internet Development Solutions
-    Internet Explorer/Frontpage
-    NetObjects Fusion

SOFTWARE/GRAPHICS APPLICATIONS
-    Microsoft Operating Systems
-    Microsoft Office (Word, Excel, Access, Powerpoint, MOUS)
-    Outlook and Frontpage
-    PhotoShop 5.5 and QuarkXPress 3.3
-    Illustrator
-    Visio 5.0

                                       i