IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                  EXHIBIT 10(C)


                            SHARE PURCHASE AGREEMENT

                             DATED DECEMBER 1, 2000

                                 BY AND BETWEEN

                               ELB GROUP.COM, LLC

                                       AND

                                  ROBERT MARKS

                                       AND

                                    BET TRUST

                                       AND

                                  CARL PERKINS

                                       AND

                             EDUADVANTAGE.COM, INC.

                                       AND

                     BRENT H. COEUR-BARRON, AS ESCROW AGENT

                                       AND

                        IMAGING TECHNOLOGIES CORPORATION


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                            SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE  AGREEMENT (this "Agreement") is made and entered into as of
the 1st day of  December,  2000,  by and  between ELB GROUP,  LLC, a  California
limited  liability company ("ELB"),  ROBERT MARKS ("Marks"),  BET TRUST ("BET"),
CARL PERKINS  ("Perkins"),  and Brent H. Coeur-Barron,  as Escrow Agent ("Escrow
Agent")(Marks, BET Trust, Perkins, and Escrow Agent are sometimes referred to as
an "Individual  Seller" and,  collectively with ELB are sometimes referred to as
"Sellers"), EDUADVANTAGE.COM, INC., a California corporation ("EA"), and IMAGING
TECHNOLOGIES CORPORATION, a Delaware corporation ("ITEC").

                                    RECITALS
                                    --------

         WHEREAS,  ELB owns  2,475,000  shares of common  stock of EA  currently
outstanding ("EA Shares");

         WHEREAS, Marks owns 25,000 EA Shares;

         WHEREAS, BET owns 500,000 EA Shares;

         WHEREAS, Perkins owns 500,000 EA Shares;

         WHEREAS,  Escrow  Agent  holds  250,000 EA Shares on behalf and for the
benefit of certain employees of a wholly-owned subsidiary of EA;

         WHEREAS,  EA is  engaged in the  business  of owning  and  operating  a
web-based computer software and hardware reseller business based in Culver City,
California (the "Business");

         WHEREAS,  the  Sellers  desire to sell to ITEC the EA Shares,  and ITEC
desires to purchase the same, subject to the terms and conditions hereof.

                                    AGREEMENT

         NOW, THEREFORE,  in consideration of the  representations,  warranties,
covenants  and  agreements  herein  contained,   and  other  good  and  valuable
consideration,  the  receipt,  adequacy  and  sufficiency  of  which  is  hereby
acknowledged, the parties agree as follows:

                                    ARTICLE I

SALE OF EA SHARES

         1.1.  Sale of EA Shares.  Upon the terms and subject to the  conditions
hereof  (including the Recitals,  which are  incorporated  herein by reference),
each Seller hereby agrees to sell, transfer and deliver to ITEC, and ITEC agrees
to buy, on the Closing  Date (as defined in Section 2.1 below) and  effective as
of the Effective Date (as defined in Section 1 below), all of the rights,  title
and interest of each such Seller in and to the EA Shares.

         1.2 No  Liabilities.  ITEC is not  acquiring  or  assuming  any  debts,
liabilities or obligations of any type related to the EA Shares;  however,  ITEC
acknowledges   and   agrees   that   the   wholly-owned    subsidiary   of   EA,
EduAdvantage.com,  LLC  ("EduAdvantage"),  has  certain  obligations  which will
remain the obligation of such subsidiary and EA.

         1.3 Additional  Actions.  If, at any time after the Closing (as defined
in Section  2.1  below),  ITEC shall  consider  or be advised  that any  further
assignments or assurances in law or any other acts are necessary or desirable to
vest, perfect or confirm, of record or otherwise,  in ITEC good and merchantable
title to the EA Shares,  each Seller shall,  and hereby  agrees to,  execute and
deliver all such deeds,  assignments  and  assurances  in law and to do all acts
reasonably  necessary  or  proper  to  vest,  perfect  or  confirm  title to and
possession of such EA Shares in ITEC.

         1.4 Consideration.  The consideration (the  "Consideration") for the EA
Shares of each Seller is one share of common  stock of ITEC  ("ITEC  Share") for
each EA Share held by a Seller.

         For all purposes under this Agreement, in the event of any stock split,
stock combination  (whether by reclassification  of shares,  recapitalization or
otherwise), repurchase, or declaration of a dividend, or other distribution with
respect to ITEC Shares that becomes effective between the date of this Agreement
and the Closing Date, the Consideration  shall be adjusted to reflect such stock
split, stock combination, repurchase, dividend or other distribution as follows:

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                  (i)  In  the  event  of  a  stock  split,  stock  combination,
repurchase,  stock dividend or stock  distribution,  the Consideration  shall be
adjusted in the  reasonable  discretion of ITEC's Board of Directors;  provided,
however,  that the Individual  Sellers and EA shall have the right to disapprove
any  such  adjusted  Consideration  by  giving  ITEC  a  joint  notice  of  such
disapproval (a "Disapproval  Notice) within ten (10) business days after receipt
of  notice  of  ITEC's  Board  of  Directors'   determination  of  the  adjusted
Consideration and the calculations  therefor (the "Disapproval  Notice Period").
The Representatives shall be deemed to have approved the adjusted  Consideration
if ITEC does not receive a  Disapproval  Notice  within the  Disapproval  Notice
Period.

                  (ii) In the event of a cash dividend or cash distribution, the
Consideration  shall be adjusted by (A) multiplying the ITEC Share Closing Price
immediately  prior to the cash  dividend or cash  distribution  by the number of
ITEC  Shares  issued and  outstanding,  (B)  subtracting  the amount of the cash
dividend or cash distribution,  and then (C) dividing by the number of shares of
ITEC Shares issued and outstanding.

                                   ARTICLE II

THE CLOSING

         2.1  Closing.  The  Closing  of the  purchase  of the  EA  Shares  (the
"Closing")  will occur on the later of (i)  December  4, 2000 or (ii) such other
date as the  parties  may agree  (the  "Closing  Date").  The  Closing  shall be
effective  as of  December  1,  2000  (the  "Effective  Date").  For  accounting
purposes,  the  Closing  shall be deemed  consummated  as of 12:01  a.m.  on the
Effective Date. The Closing may be consummated by exchange of signature pages by
facsimile  transmission,  with the originals  thereof to be delivered by mail to
each respective party as soon thereafter as practicable.

         2.2  Deliveries  by ITEC.  ITEC  shall  deliver  the  following  at the
Closing:

         (a)      Instructions  to  ITEC's  transfer  agent   requesting   share
                  certificates  representing,  in the aggregate,  3,500,000 ITEC
                  Shares and issued in the name of each of the  Sellers or their
                  assignees;

         (b)      an Officer's  Certificate as to (i) the accuracy at Closing of
                  all of ITEC's representations and warranties as if made at and
                  as of the Closing Date,  (ii) the fulfillment of all of ITEC's
                  agreements  and  covenants  to be  performed  at or before the
                  Closing  Date,  and  (iii)  the  satisfaction  of all  Closing
                  conditions to be satisfied by ITEC;

         (c)      certified  copies of  resolutions  adopted by ITEC's  Board of
                  Directors approving the execution, delivery and performance of
                  this   Agreement  and   approving  all  of  the   transactions
                  contemplated by this Agreement; and

         (d)      such other  instruments  or  documents  as may be necessary or
                  appropriate to carry out the transactions contemplated hereby.

         2.3 Deliveries by Individual  Sellers.  At the Closing,  the Individual
Sellers shall each deliver the following:

         (a)      A certificate of each Individual Seller as to (i) the accuracy
                  at  Closing  of all  representations  and  warranties  of each
                  Individual  Seller  as if made at and as of the  Closing  Date
                  (unless otherwise  provided),  ( ii) the fulfillment of all of
                  such  Individual  Seller's  agreements  and  covenants  to  be
                  performed  at or  before  the  Closing  Date,  and  (iii)  the
                  satisfaction of all Closing conditions to be satisfied by such
                  Individual Seller;

         (b)      an Investor's  Representation  Agreement  substantially in the
                  form attached hereto as Exhibit A, together with a certificate
                  representing such Individual  Seller's EA Shares,  executed by
                  each Individual Seller; and

         (c)      such other  endorsements,  instruments  or documents as may be
                  necessary  or  appropriate  to  carry  out  the   transactions
                  contemplated hereby.

         2.4 Deliveries by ELB. At the Closing, ELB shall deliver the following:

         (a)  Certified  copies  of the  resolutions  adopted  by the  Board  of
Managers of ELB  approving  the  execution,  delivery  and  performance  of this
Agreement and approving all of the transactions contemplated by this Agreement;

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         (b) a good  standing  certificate  for ELB as of a recent date from the
Secretary of State of California; and

         (c)  such  other  endorsements,  instruments  or  documents  as  may be
necessary or appropriate to carry out the transactions contemplated hereby;

         (d) an Investor's  Representation  Agreement  substantially in the form
attached hereto as Exhibit A.

         2.5 Deliveries by EA. At the Closing, EA shall deliver the following:

         (a)  Certified  copies  of the  resolutions  adopted  by  the EA  Board
approving  the  execution,  delivery  and  performance  of  this  Agreement  and
approving all of the transactions contemplated by this Agreement;

         (b) a good  standing  certificate  for EA as of a recent  date from the
Secretary of State of California;

         (c) a  certificate  executed by an officer of EA  certifying  as to the
accuracy at Closing of all the  representations  and warranties of EA as if made
at and as of the  Closing  Date,  the  fulfillment  of all  the  agreements  and
covenants  of EA  to be  performed  at or  before  the  Closing  Date,  and  the
satisfaction of all Closing conditions to be satisfied by EA;

         (d) the minute books, bylaws and stock records of EA, certified as true
and correct by the secretary of EA.; and

         (e)  such  other  endorsements,  instruments  or  documents  as  may be
reasonably  necessary or appropriate to carry out the transactions  contemplated
hereby.

                                   ARTICLE III
                                   -----------

REPRESENTATIONS AND WARRANTIES REGARDING EA

         ELB and EA represent and warrant to ITEC as of the Closing Date (unless
otherwise provided) as follows:

         3.1 Authority. Each of ELB and EA has all of the requisite right, power
and authority, without the consent of any other person or entity, to execute and
deliver this  Agreement and the  agreements to be executed and delivered  hereby
and to carry out the transactions  contemplated hereby and thereby.  All actions
required to be taken by EA to authorize the execution,  delivery and performance
of this Agreement and all agreements and transactions  contemplated  hereby have
been duly and properly taken.

         3.2  Validity.  This  Agreement  and the  other  agreements  and  other
documents  to be  delivered  at the  Closing by EA have been duly  executed  and
delivered by EA and constitute  valid and binding  obligations of EA enforceable
in accordance with their  respective  terms.  The execution and delivery of this
Agreement and the other agreements  contemplated  hereby and the consummation of
the transactions contemplated hereby and thereby will not (immediately,  or upon
notice,  with the passage of time,  or both) result in the creation of any lien,
charge or encumbrance  of any kind or the  termination  or  acceleration  of any
indebtedness  or other  obligation of EA, and are not  prohibited by, do not and
will not  violate or  conflict  with any  provision  of, and do not and will not
constitute a default under or a breach of (i) the articles of  incorporation  or
bylaws of EA, (ii) any contract,  agreement or other instrument to which EA is a
party or by which EA is bound, (iii) any order,  decree or judgment of any court
or  governmental  agency  binding upon EA, or (iv) any law,  rule or  regulation
applicable to EA.

         3.3      Due Organization and Ownership.
                  ------------------------------

                   (a) EA is a corporation duly organized,  validly existing and
in good standing under the laws of California,  and has full power and authority
and all requisite rights, licenses and permits to carry on the Business as it is
presently conducted by EA. EA is a web-based business with its primary office in
the State of California.

                   (b) No shares of common stock of EA other than the  3,500,000
EA Shares  currently  issued and  outstanding  have been  granted or sold by EA.
Except as set forth on  Schedule  3.3(b) all of the EA Shares have been duly and
validly  authorized and granted or sold and there are no contributions,  capital
calls or other amounts  outstanding with respect to any EA Shares. The EA Shares
were not issued in  violation  of any  preemptive  or other right of any person.
There are no outstanding options, rights,  warrants,  conversion rights or other
agreements or commitments to which EA is a party or binding upon EA for the sale
or transfer by EA of any interest in EA. The EA shareholders are the sole record
owners of the EA Shares.  The  persons  listed on  Schedule  3.3(b) are the only
officers or directors of EA.

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         3.4  Consents.  Except as  described  on  Schedule  3.4,  no  approval,
authorization,  registration,  consent,  order or other action of or filing with
any person,  including any court,  administrative  agency or other  governmental
authority,  is required for (i) the execution and delivery of this  Agreement or
the agreements contemplated hereby, or (ii) the consummation of the transactions
contemplated hereby and thereby.

         3.5      Financial Statements.

                  (a) The  unaudited  initial  balance sheet for EA at and as of
December  1, 2000 (i) is  attached  hereto as  Schedule  3.5(a);  the  unaudited
balance sheet and income  statement of  EduAdvantage  at and for the  nine-month
period ended  September 30, 2000 are attached hereto as Schedule 3.5(a) and (ii)
are accurate and complete.

                  (b)  To  the  knowledge  of  ELB,  EA is  not  subject  to any
liability or obligation (whether absolute,  accrued, contingent or otherwise and
whether matured or unmatured) other than  liabilities and obligations  described
on Schedule 3.5(b).

         3.6  Books  and  Records.  The  books  of  account  and  other  records
(financial  and  otherwise) of EA are complete and correct and are maintained in
accordance with good business practices.

         3.7  Interim  Change.  Except  as  described  in  reasonable  detail on
Schedule 3.7, since December 1, 2000 (unless otherwise stated),  EA has operated
its business only in the ordinary  course,  consistent with past practices,  and
there has not been any of the following in connection with EA:

                  (a) Any material  adverse  change in the financial  condition,
assets,  liabilities,  personnel,  prospects  or  business  affairs of EA in its
relationships with suppliers, vendors, customers, representatives,  employees or
others,  nor has there been the occurrence of any event or condition which could
reasonably be expected to have such an effect;

                  (b) any  declaration  or  payment  of any  dividend  or  other
distribution;

                  (c) any forgiveness,  cancellation, write-off or write-down of
debts or  claims,  or  waiver  of any  rights  related  to EA other  than in the
ordinary course of business;

                  (d) any increase or decrease in the compensation,  benefits or
method or rate of reimbursement  paid, payable or to become payable by EA to any
employee,  independent  contractor  or other  person  who  renders  services  in
connection with EA or its business,  or any payments of compensation  other than
salary to any of such employees;

                  (e) any incurrence of debt other than trade payables  incurred
in the ordinary course of business;

                  (f)  since  December  1,  2000,  any entry  into any  material
agreement,  commitment,  or  transaction  in  excess  of  ten  thousand  dollars
($10,000) or any capital expenditure in excess of five thousand dollars ($5,000)
by EA;

                  (g) any  incurrence of any security  interest,  lien,  charge,
encumbrance or claim on, or any damage or loss to, any of the assets of EA;

                  (h) any change in the method of  operation or practices of EA,
including any change in the accounting, billing or invoicing procedures of EA;

                  (i) any sale, transfer or disposal by or for EA or purchase by
or for EA of any properties or assets,  except in the ordinary course consistent
with past practices; or

                  (j) any agreement, commitment or understanding by EA to do any
of the foregoing.

         3.8  Assets.  EA is the sole  legal and  equitable  owner of all right,
title and interest in all of the issued and outstanding  Membership Interests of
EduAdvantage, and EduAdvantage owns or otherwise controls the contracts, assets,
leases,  accounts  receivable,   trademarks,   patents  and  other  intellectual
property,  two domain names  ("EduAdvantage.com"  and "soft4u.com"),  all client
lists,  records and marketing  materials,  including copyrights related thereto,
the computer servers and other equipment used in the conduct of the Business and
described on Schedule 3.8 (the "Assets").  EduAdvantage  has good and marketable
title to the  Assets,  and such  Assets  are not and will not be  subject to any
pledge,  option,  escrow,  hypothecation,  lien,  security  interest,  financing
statement,  lease,  license,  easement,  right  of  way,  encumbrance  or  other
restriction  of  any  kind.  All of the  Assets,  whether  owned  or  leased  by
EduAdvantage,  are in good operating  condition and repair  (reasonable wear and
tear  excepted)  and are suitable for the purposes for which they are  presently
being used.  Except as set forth on Schedule  3.8,  the Assets

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will  furnish ITEC and its  successors  and assigns with all of the capacity and
rights to operate EA in the same manner as it is presently  being operated by EA
and to otherwise conduct the Business in the same manner as presently  conducted
(although ITEC shall be entitled to change the operations of EA after Closing).

         3.9 Real Estate.  EA does not own any real property.  ELB will grant to
EA a license to occupy its current premises for up to six (6) months in exchange
for the payment of rent and  expenses of  occupancy to ELB on the same terms and
conditions  on which ELB  occupies its office  premises,  the lease for which is
attached hereto as Schedule 3.9.

         3.10 Personal Property Leases. Except as described on Schedule 3.10, EA
does  not  lease  any of the  personal  property  that is used in the  Business.
Schedule  3.10 sets forth an accurate,  correct and complete  list of all office
furnishings and other personal property leased by EA (the "Leased Assets").

         3.11 Trade Secrets, Know-How and Proprietary Information. Schedule 3.11
contains a list of all  information in the nature of trade secrets,  know-how or
proprietary information, including but not limited to, software, copyrighted and
copyrightable   material,    electronic   data   processing   systems,   program
specifications  and  technical  information  relating  to or  used  by  EA  (the
"Proprietary  Information").  The  Proprietary  Information  does not violate or
infringe upon any trade secret rights, patents,  trademarks or copyrights of any
other person. Except as set forth on Schedule 3.11, the Proprietary  Information
is owned  exclusively  by EA and no other person or entity has any claim thereto
or rights therein.

         3.12     Employees; Independent Contractors.

                  (a) EA has no  employees.  ELB  has  previously  consented  to
ITEC's recruitment of Marks, Michael Geisen, Andra Savery and Natalia Labrouve.

                  (b) ELB will  supply  to ITEC,  upon  request,  the  names and
addresses of any independent  contractors previously providing services to EA or
EduAdvantage.

         3.13 Taxes. EA has not been required to file any returns,  declarations
and reports or information returns and statements (collectively, "Returns").

         3.14  Litigation.  Except  as set  forth in  Schedule  3.14,  EA is not
engaged in, or a party to, or to the best of ELB's  knowledge,  threatened with,
any  suit,  action,  proceeding,  or  investigation  or  legal,  administrative,
arbitration or other method of settling  disputes,  and no officer of ELB knows,
anticipates or has notice of any basis for any such action.  EA has not received
notice of any  investigation,  suit or proceeding  threatened or contemplated by
any  foreign,  federal,  state  or  local  government  or  regulatory  authority
including,  without  limitation,  those  involving  EA's  employment  notices or
policies or compliance with environmental regulations. EA and the Assets are not
subject to any order,  decree or judgment of any court or governmental agency or
instrumentality.

         3.15  Brokers.  None of the Sellers has  retained any broker or finder,
other than Carl  Perkins,  or  incurred  any  liability  or  obligation  for any
brokerage  fees,  commissions or finder's fees with respect to this Agreement or
the transactions  contemplated hereby. Any and all liabilities or obligations of
any  individual  or entity  to Carl  Perkins  has been  completely  and  finally
satisfied by the issuance of EA shares to Carl Perkins and to BET Trust.

         3.16 Accounts  Receivable.  Within two (2) days following  Closing,  EA
shall have  delivered  an accounts  receivable  aging  schedule,  which shall be
attached  hereto as  Schedule  3.16.  Except as set forth on Schedule  3.16,  no
accounts or notes  receivable  from any entity are in excess of ninety (90) days
outstanding.

         3.17 Disclosure.  Neither this Agreement nor any attachment,  schedule,
certificate  or other  statement  delivered  pursuant to this Agreement in or in
connection with the  transactions  contemplated  hereby contains or will contain
any  untrue  statement  of a  material  fact or  omits  or will  omit to state a
material  fact  necessary  in  order  to make  the  statements  and  information
contained  herein or therein,  in light of the  circumstances in which they were
made,  not  misleading.  Each schedule  delivered  pursuant to this Agreement is
accurate and complete. To ELB's knowledge,  there is no information necessary to
enable a prospective  purchaser of EA to make an informed  decision with respect
to the  purchase of EA which has not been  expressly  disclosed  to ITEC in this
Agreement or in writing in connection with ITEC's due diligence process.

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                                   ARTICLE IV
                                   ----------

REPRESENTATIONS AND WARRANTIES OF INDIVIDUAL SELLERS

         Each  Individual  Seller,   jointly  and  severally  (unless  otherwise
stated),  represents  and  warrants  to ITEC as of the date hereof and as of the
Closing Date as follows:

         4.1 Authority.  Each Individual  Seller has all of the requisite right,
power and  authority,  without  the  consent of any other  person or entity,  to
execute  and deliver  this  Agreement  and the  agreements  to be  executed  and
delivered  hereby  and to carry out the  transactions  contemplated  hereby  and
thereby. All actions required to be taken by each Individual Seller to authorize
the execution, delivery and performance of this Agreement and all agreements and
transactions contemplated hereby have been duly and properly taken.

         4.2  Validity.  This  Agreement  and the  other  agreements  and  other
documents  to be delivered  at the Closing by the  Individual  Sellers have been
duly executed and delivered by the Sellers,  as the case may be, and  constitute
valid and binding  obligations of each  Individual  Seller,  as the case may be,
enforceable in accordance with their respective terms.

         4.3  EA  Ownership.  For  purposes  of  this  Section  4.3  only,  each
Individual Seller represents and warrants to ITEC as to himself or herself only,
as of the date hereof and as of the Closing  Date as follows:  Marks owns 25,000
EA Shares.  BET Trust owns  500,000 EA Shares.  Perkins  owns 500,000 EA Shares.
Escrow  Agent holds for the benefit of Robert  Marks,  Michael  Geisen,  Natalia
Labrouve and Andra Savery a total of 250,000 EA Shares pursuant to four separate
escrow agreements between EA, the Escrow Agent and each individual. There are no
outstanding options, rights, warrants,  conversion rights or other agreements or
commitments  to which any  Individual  Sellers  is a party or  binding  upon any
Individual  Seller  for the sale or  transfer  by any  Individual  Seller of any
interest  in EA.  The  Individual  Sellers  are the  beneficial  owners of their
respective  EA Shares as set forth above and have good and  marketable  title to
such EA Shares and by virtue of the sale  contemplated by this Agreement,  shall
convey to ITEC good and  marketable  title to such EA Shares,  free and clear of
any liens,  encumbrances,  pledges, security interests,  restrictive agreements,
options,  rights of first  refusal,  transfer  restrictions,  conditional  sales
agreements, voting trust arrangements, voting agreements, or claims or interests
of third parties of any nature whatsoever.

                                    ARTICLE V
                                    ---------

REPRESENTATIONS AND WARRANTIES OF ITEC

         ITEC  hereby  represents  and  warrants  to the  Sellers as of the date
hereof as follows:

         5.1  Authority.  ITEC has all  requisite  right,  power and  authority,
without the consent of any other  person or entity,  to execute and deliver this
Agreement  and the  agreements  to be executed  and  delivered at Closing and to
carry out the transactions  contemplate hereby and thereby. All actions required
to be taken by ITEC to authorize the execution, delivery and performance of this
Agreement and all agreements and transactions contemplated hereby have been duly
and properly taken.

         5.2 Validity.  This  Agreement has been,  and the  agreements and other
documents  to be  delivered  at Closing by ITEC and will be, duly  executed  and
delivered  by ITEC  and  constitute  valid  and  binding  obligations  of  ITEC,
enforceable  in  accordance  with their  respective  terms.  The  execution  and
delivery of this Agreement and the other agreements  contemplated hereby and the
consummation of the transactions contemplated hereby and thereby do not and will
not  violate  or  conflict  with  any  provision  of,  and do not and  will  not
constitute a default under or a breach of (i) the Articles of  Incorporation  or
Bylaws of ITEC, (ii) any contract,  agreement or other  instrument to which ITEC
is a party,  (iii) any order or judgment of any court or governmental  agency or
(iv) any law, rule or regulation applicable to ITEC.

         5.3 Consents. No approval, authorization,  registration, consent, order
or  other   action  of  or  filing  with  any  person,   including   any  court,
administrative  agency  or other  governmental  authority  is  required  for the
execution and delivery by ITEC of this Agreement or the agreements  contemplated
hereby or the consummation of the transactions contemplated hereby and thereby.

         5.4 Due Organization.  ITEC is a corporation duly organized and validly
existing under the laws of the State of Delaware,  and has full corporate  power
and authority to carry on the business in which it is engaged.

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         5.5  ITEC  Shares.  The  ITEC  Shares  to be  issued  pursuant  to this
Agreement have been duly  authorized by all necessary  corporate  action of ITEC
and  when  delivered   hereunder  will  be  validly   issued,   fully  paid  and
nonassessable.  The ITEC Shares will be issued pursuant to exemptions  under the
applicable federal and state securities laws.

         5.6  Litigation.  Except  as set  forth in  Schedule  5.6,  ITEC is not
engaged in, or a party to, or to the best of its knowledge, threatened with, any
suit, action, proceeding, or investigation or legal, administrative, arbitration
or other method of settling  disputes,  which (if determined  adversely to ITEC)
would  materially  and  adversely  affect  (i) the  ability  of ITEC to  perform
hereunder or under any other  agreement,  document or instrument  required to be
executed  and  delivered  by ITEC in  connection  with the  consummation  of the
transactions  contemplated  hereby  or (ii)  the  ITEC  Shares  to be  delivered
pursuant to this Agreement, and ITEC neither knows, anticipates or has notice of
any basis for any such action. Except as set forth in Schedule 5.6, ITEC has not
received  notice  of  any  investigation,   suit  or  proceeding  threatened  or
contemplated by any foreign,  federal,  state or local  government or regulatory
authority  including,  without  limitation,  those  involving  their  respective
employment  notices or policies or compliance  with  environmental  regulations,
which  would  have a  material  adverse  effect on ITEC.  Except as set forth in
Schedule 5.6, ITEC is not subject to any order,  decree or judgment of any court
or governmental agency or  instrumentality,  which would have a material adverse
effect on ITEC.  Except  as set forth in  Schedule  5.6,  ITEC has not  received
notice of any adverse  finding or  determination  in connection  with any review
conducted by any entity, commission, board or agency which would have a material
adverse effect on ITEC.

         5.7 Brokers. ITEC has not retained any broker or finder or incurred any
liability or obligation  for any brokerage  fees,  commissions  or finder's fees
with respect to this Agreement or the transactions contemplated hereby.

         5.8 Financial  Statements.  The unaudited financial statements for ITEC
as of  September  30, 2000:  (i) are attached  hereto as Schedule 5.8 (the "ITEC
Financial Statements");  (ii) are accurate,  correct and complete;  (iii) fairly
present the  financial  condition  and results of  operations  of ITEC as of the
dates and for the periods  indicated;  and (iv) are prepared in accordance  with
GAAP except for (A) the fact that interim  financial  statements  are subject to
year-end  adjustments  and (B) any exceptions that may be indicated in the notes
to such ITEC Financial Statements.

                                   ARTICLE VI
                                   ----------

COVENANTS

         Each  Seller,  ELB and  ITEC,  as  applicable,  hereby  agrees to keep,
perform and fully discharge the following covenants and agreements.

         6.1  Continued  Assistance.  Each Seller shall  cooperate in an orderly
transfer of the EA Shares and the  continuation  of the  Business by ITEC or its
successor or assigns as described  in this  Section 6.1.  From time to time,  at
ITEC's  request and without  further  consideration,  the Sellers shall execute,
acknowledge and deliver such documents,  instruments or assurances and take such
other action as ITEC may reasonably request to more effectively  assign,  convey
and transfer the EA Shares.  In addition,  ELB will honor its obligations  under
the Software License Agreement, a copy of which is attached hereto as Exhibit B,
entered  into  contemporaneously  with  this  Agreement  and  will  provide  any
additional information regarding the Business not provided at Closing; provided,
however,  that the Parties agree that ITEC has the  opportunity to hire the four
(4) employees of ELB necessary to operate the Business.

         6.2 Certain Payments. Each Seller shall promptly pay when due and fully
discharge (i) any income, excise, employment, sales or use taxes imposed on such
Seller  as a result  of the sale of its EA  Shares to ITEC and (ii) any taxes of
the State of California as a result of such transaction.

         6.3 Confidentiality.  After the Closing,  except as may be required for
tax purposes or other  regulatory  purposes or as an employee or officer of ELB,
no Seller,  nor any of their affiliates nor any of their  respective  successors
and assigns shall (a) publish or disclose any document,  database or other media
embodying any  confidential or proprietary  know-how which is used solely in the
conduct of the Business to any third person or (b) use,  publish or disclose any
information  concerning ITEC, its affiliates,  the Assets,  EA, the customers of
EA,  or the  terms of this  Agreement  or any of the  transactions  contemplated
thereby,  except information which: (i) is or becomes generally available to the
public or publicly  known other than as a result of  disclosure in breach of any
obligation of confidentiality;  (ii) is disclosed pursuant to the requirement of
a  governmental  agency  or  court of  competent  jurisdiction  or as  otherwise
required under applicable law (but only after notice of such required disclosure
is first  given to ITEC);  (iii) is  permitted  to be  disclosed  or utilized in
accordance with the terms of an

                                       7
<PAGE>

agreement with ITEC or (iv) constitutes  know-how retained by ELB for use in its
continued operations,  including consulting services involving its past, present
and future clients and customers.

         Notwithstanding  the  foregoing,  ELB shall have the  right,  acting on
behalf of  EduAdvantage,  to notify any creditor of  EduAdvantage  regarding the
pendency of this  transaction if such  notification is required by any agreement
between   EduAdvantage  and  such  creditor.   ELB  shall,   concurrently   with
notification of such creditor, deliver a copy of such notice to ITEC.

         6.4 Conduct of Sellers.  Between the date hereof and the Closing  Date,
no Seller shall:

            (a)  Pledge,  mortgage,  encumber or subject to any lien or security
interest the EA Shares;

            (b) offer (or  entertain  any offer) to sell or transfer  all or any
part of the EA Shares to any other person or entity;

            (c) enter into any material agreement relating to the EA Shares; or

            (d)  enter  into  any  agreement  or  commitment  to do  any  of the
foregoing.

         6.5  Conduct of EA and the EA Board.  Between  the date  hereof and the
Closing  Date,  EA and  the EA  Board  shall  not  permit  the  EA  Articles  of
Incorporation to be amended to allow any EA Shareholder to:

            (a)  Pledge,  mortgage,  encumber or subject to any lien or security
interest the EA Shares;

            (b) offer (or  entertain  any offer) to sell or transfer  all or any
part of the EA Shares to any other person or entity;

            (c) enter into any material agreement relating to the EA Shares; or

            (d)  enter  into  any  agreement  or  commitment  to do  any  of the
foregoing.

         6.6 Supplements.  If any  representation,  warranty or statement of any
Seller or ELB, or any schedule delivered to ITEC shall become incorrect prior to
the Closing Date, the Sellers or ELB, as applicable,  shall promptly  deliver to
ITEC a supplement in order that said  representation,  warranty,  statement,  or
schedule, as so supplemented, shall be true and correct.

         6.7  Restrictions  on  Transfer.  None of the  Sellers  have a  present
intention to dispose of the ITEC Shares,  and each Seller further agrees that it
will not directly or indirectly sell, assign,  transfer,  give, pledge, encumber
or otherwise dispose of any interest in the EA Shares,  as applicable,  prior to
the Closing Date and will not directly or  indirectly  sell,  assign,  transfer,
give, pledge, encumber or otherwise dispose of any economic or other interest in
the ITEC Shares acquired.

         6.8  Conditions  to Closing.  Sellers,  EA, and ITEC agree to use their
commercially  reasonable  efforts to satisfy  the Closing  conditions  set forth
herein by December 7, 2000, or earlier if possible.

         6.9 Affirmative Covenants of EA prior to Closing. From the date of this
Agreement until Closing Date, EA shall:

                  (a)  Use  commercial  best  efforts  to  preserve  intact  its
business organization,  licenses, permits, government programs, private programs
and customers;

                  (b)  maintain  all  business  development  efforts,  including
without limitation,  diligently pursuing business  opportunities of the Business
and preserving relationships with prospects of EA; and

                  (c) perform in all  material  respects all  obligations  under
agreements.

         6.10 Negative  Covenants of EA. From the date of this  Agreement  until
the Closing Date, EA will not, without the prior written consent of ITEC, do any
of the following:

                  (a) Take any  action  which  would (i)  adversely  affect  the
ability of any party hereto to obtain any consents required for the transactions
contemplated  thereby,  or (ii) adversely affect the ability of any party hereto
to perform its covenants and agreements;

                  (b) make any  distribution  related to earnings any payment of
cash to any  shareholder  of EA other than normal  payments made in the ordinary
course of business consistent with past practices;

                  (c) impose on any material  asset, or suffer the imposition on
any material asset of, any lien or permit any such lien to exist;

                                       8
<PAGE>

                  (d) sell,  pledge or  encumber,  or enter into any contract to
sell, pledge or encumber, any interest in the Assets;

                  (e)  purchase,  lease  or  otherwise  acquire  any  assets  or
properties,  whether real or personal, tangible or intangible, or sell, lease or
otherwise  dispose  of any  assets  or  properties,  whether  real or  personal,
tangible or intangible, except in the ordinary course of business and consistent
with past practices;

                  (f) grant any  increase  in  compensation  or  benefits to the
employees or officers;  pay any severance or termination  pay or any bonus other
than pursuant to written policies or written  contracts in effect as of the date
hereof and  disclosed  on the  schedules  hereto,  unless  such  action is first
approved in writing by ITEC's Chief Executive Officer;

                  (g) enter into or amend any employment  contract  (unless such
amendment is required by law) that EA does not have the  unconditional  right to
terminate   without   liability  (other  than  liability  for  services  already
rendered), at any time on or after the Closing;

                  (h)  make  any  significant  change  in any tax or  accounting
methods or systems of internal accounting controls, except as may be appropriate
to conform to changes in tax laws or regulatory accounting requirements or GAAP;

                  (i) commence any litigation other than in accordance with past
practice,  settle any  litigation  involving any  liability  for material  money
damages or restrictions upon the Business;

                  (j) except in the ordinary course of business and which is not
material,  modify, amend or terminate any material contract,  or waive, release,
compromise or assign any material rights or claims;

                  (k) make or commit to make any capital  expenditure,  or enter
into any lease of capital equipment as lessee or lessor;

                  (l) take any action,  or omit to take any action,  which would
cause any of the representations and warranties contained herein to be or become
untrue or incorrect; or

                  (m) make any loan to any  person  or  increase  the  aggregate
amount of any loan  currently  outstanding  to any person  that would be payable
following the Closing.

         6.11 Affirmative  Covenants of ITEC prior to Closing.  From the date of
this Agreement until Closing Date, ITEC shall:

                  (a)  use  commercial  best  efforts  to  preserve  intact  its
business organization,  licenses, permits, government programs, private programs
and customers;

                  (b)  maintain  all  business  development  efforts,  including
without limitation,  diligently pursuing business  opportunities of its business
and preserving relationships with prospects of ITEC; and

                  (c) perform in all  material  respects all  obligations  under
agreements.

         6.12 Negative  Covenants of ITEC. From the date of this Agreement until
the Closing Date, ITEC will not, without the prior written consent of EA, do any
of the following:

                  (a) Take any  action  which  would (i)  adversely  affect  the
ability of any party hereto to obtain any consents required for the transactions
contemplated  thereby,  or (ii) adversely affect the ability of any party hereto
to perform its covenants and agreements;

                  (b) impose, or suffer the imposition, on any material asset of
any lien or permit any such lien to exist,  in either  case  which  would have a
material adverse impact on ITEC; or

                  (c) enter into any  agreement or  commitment  to do any of the
foregoing.

         6.13 Covenants of ITEC after Closing.  After Closing, ITEC agrees to do
the following:

                  (a) ITEC will contact each creditor of  EduAdvantage to notify
each  such  creditor  of the  change  in  ownership  and  use  its  commercially
reasonable  best  efforts  to  pay  or  compromise  the  obligations  of EA  and
EduAdvantage.  ITEC further  agrees to use its best  efforts to obtain  releases
from each  creditor  not later than sixty (60) days after  Closing  and,  to the
extent ITEC obtains a release of liability from any creditor,  ITEC shall ensure
that such release names ELB, its affiliates,  officers,  directors,  members and
managers as a released  party.  ITEC and ELB further agree that money damages is
inadequate  to  compensate  ELB  for a  breach  of  this  Section

                                       9
<PAGE>

6.13(a) and, accordingly,  ELB shall have the right to seek specific performance
of this Section  6.13(a) by requiring ITEC to cause EA and  EduAdvantage  to pay
such creditors in full.

                  (b)  ITEC  will use its  commercially  reasonable  efforts  to
allocate working capital,  including equity  investment or credit  facilities of
not less than $1,000,000 during the one year period commencing at Closing.

                  (c) ITEC will use its commercially reasonable efforts to cause
Ingram  Micro to cancel the personal  guarantees,  if any, of any of the current
officers or Members of ELB.

                  (d)  ITEC  will  promptly   notify  Sellers  of  any  proposed
registration  of common stock of ITEC,  whether issued or proposed to be issued,
and will use its commercially reasonable efforts, subject to the approval of the
underwriters  of any such  registration  and offering,  to include the EA Shares
delivered  to Sellers in  connection  with this  Agreement to be included in any
such  registration,  other  than  the  registrations  to be  filed  for  (i) the
convertible  debenture or (ii) the equity line of credit currently  contemplated
by ITEC. In addition to the  foregoing,  ITEC will,  to the extent  commercially
reasonable, initiate such registration on or prior to June 1, 2001.

                                   ARTICLE VII
                                   -----------

CONDITIONS PRECEDENT TO OBLIGATIONS OF ITEC

         Each and all of the obligations of ITEC to consummate the  transactions
contemplated  by this  Agreement are subject to  fulfillment  prior to or at the
Closing of the following conditions:

         7.1  Accuracy  of  Warranties  and   Performance   of  Covenants.   The
representations  and warranties of the Sellers and EA contained  herein shall be
accurate  in all  respects  as if made on and as of the  Closing  Date.  The the
Sellers and EA shall have  performed  all of the  obligations  and complied with
each  and  all  of the  covenants,  agreements  and  conditions  required  to be
performed or complied with by any of them on or prior to the Closing Date

         7.2 No Pending Action.  No action,  suit,  proceeding or  investigation
before any court, administrative agency or other governmental authority shall be
pending or threatened  wherein an  unfavorable  judgment,  decree or order would
prevent  the  carrying  out  of  this  Agreement  or  any  of  the  transactions
contemplated  hereby,  declare  unlawful the transactions  contemplated  hereby,
cause such transactions to be rescinded, or which might affect the right of ITEC
or its affiliates to own, operate or control EA.

         7.3 Condition of EA. EA shall not have been  adversely  affected in any
way  by  any  act  of  God,  fire,  flood,  accident,  war,  labor  disturbance,
legislation, or other event or occurrence,  whether or not covered by insurance,
and there shall have been no change in the assets or the  business of EA or EA's
financial  condition,  properties  or  prospects,  which  would  have a material
adverse effect thereon.

         7.4  Satisfaction  of  Counsel.  All  corporate  and other  actions and
proceedings  in connection  with the  transactions  contemplated  hereby and all
documents  incidental  thereto,  and all other related legal  matters,  shall be
reasonably  satisfactory  in form and  substance  to counsel for ITEC,  and ITEC
shall have received all such resolutions,  documents and instruments,  or copies
thereof, certified if requested, as its counsel shall have reasonably requested.

         7.5 No  Material  Adverse  Change.  There  shall  have been no  change,
circumstance or occurrence that has had or would have a material  adverse effect
on the business, operations,  properties,  condition (financial or otherwise) or
prospects of EA.

                                  ARTICLE VIII
                                  ------------

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS

         Each and all of the obligations of the Sellers and EA to consummate the
transactions  contemplated by this Agreement are subject to fulfillment prior to
or at the Closing of the following conditions:

         8.1  Accuracy  of  Warranties  and   Performance   of  Covenants.   The
representations and warranties of ITEC contained herein shall be accurate in all
respects as if made on and as of the Closing Date. ITEC shall have performed all
of the obligations  and complied with each and all of the covenants,  agreements
and conditions required to be performed or complied with, on or prior to Closing
Date.

         8.2 No Pending Action.  No action,  suit,  proceeding or  investigation
before any court, administrative agency or other governmental authority shall be
pending or threatened  wherein an  unfavorable  judgment,  decree or

                                       10
<PAGE>

order  would  prevent  the  carrying  out  of  this  Agreement  or  any  of  the
transactions contemplated hereby, declare unlawful the transactions contemplated
hereby or cause such transactions to be rescinded.

         8.3  Satisfaction  of  Counsel.  All  corporate  and other  actions and
proceedings  in connection  with the  transactions  contemplated  hereby and all
documents  incidental  thereto,  and all other related legal  matters,  shall be
reasonably  satisfactory  in form and substance to counsel for Sellers,  and the
Sellers shall have received all such resolutions,  documents and instruments, or
copies  thereof,  certified if requested,  as its counsel shall have  reasonably
requested.

         8.4  Approval  of  Sale  and  Merger.   The  Members  of  ELB  and  the
shareholders  of EA shall have approved by the requisite  vote the Sellers' sale
of the EA Shares as contemplated by Article I.

                                   ARTICLE IX
                                   ----------

SURVIVAL AND INDEMNIFICATION

         9.1 Survival. All representations, warranties, covenants and agreements
contained in this Agreement or in any document  delivered  pursuant hereto shall
be deemed to be material and to have been relied upon by the parties hereto. All
representations  and warranties  contained in this  Agreement  shall survive the
Closing   for  the   applicable   statute  of   limitations   period,   and  all
representations,  warranties  and  covenants to be made or  performed  after the
Closing shall survive the Closing until made or performed and for the applicable
statute of limitations period after their due date. The indemnity obligations of
each  party to this  Agreement  shall  terminate  (absent  fraud or  intentional
misrepresentation) one year from the Closing Date. Any claim for indemnification
that is  asserted  within  one year of the  Closing  Date  shall  survive  until
resolved or judicially determined.  The representations and warranties contained
in this Agreement  shall not be affected by any  investigation,  verification or
examination by any party hereto or by anyone on behalf of any such party.

         9.2      Indemnification.
                  ---------------

                  (a)      By the Sellers and ELB.
                           ----------------------

                     (i) Individual Sellers. Each Individual Seller, jointly and
severally,  shall hold harmless and defend ITEC and its  successors  and assigns
from and against any and all Claims  related to,  caused by or arising  from (A)
any  misrepresentation  or breach of warranty set forth in Article IV or failure
to fulfill any  covenant or agreement  of  Individual  Sellers set forth in this
Agreement,  or any other  misrepresentation,  breach of  warranty  or failure to
fulfill a covenant or  agreement  by the  Individual  Sellers  contained  in any
agreement or other document delivered pursuant hereto, or (B) any and all Claims
of third  parties  made based  upon  facts  alleged  that,  if true,  would have
constituted such a misrepresentation, breach or failure.

                     (ii) ELB.  ELB shall hold  harmless and defend ITEC and its
successors and assigns from and against any and all Claims related to, caused by
or arising  from (A) any  misrepresentation  or breach of warranty  set forth in
this  Agreement or failure to fulfill any covenant or agreement of ELB set forth
in this Agreement, or any other misrepresentation, breach of warranty or failure
to fulfill a covenant or  agreement by ELB  contained in any  agreement or other
document  delivered  pursuant hereto, or (B) any and all Claims of third parties
made based upon facts  alleged  that,  if true,  would have  constituted  such a
misrepresentation, breach or failure.

                  (b) By ITEC.  ITEC shall  indemnify,  hold harmless and defend
each Seller, and their representatives,  officers, members, managers, directors,
affiliates,  successors and assigns, from and against any and all Claims related
to, caused by or arising from (i) any  misrepresentation,  breach of warranty or
failure to fulfill any covenant or agreement of ITEC contained  herein or in any
agreement  or other  document  delivered  pursuant  hereto,  or (ii) any and all
Claims of third  parties  made based upon facts  alleged  that,  if true,  would
constitute such a misrepresentation, breach or failure. ITEC's obligations under
this Section  9.2(b) shall  include the express  obligation  to pay on behalf of
EduAdvantage, or cause EduAdvantage to pay the obligations of EduAdvantage as of
Closing.

                  (c) Notice of Claim. The party seeking  indemnification  under
this Article IX (the  "Indemnified  Party") shall give prompt  written notice to
the indemnifying party (the "Indemnifying Party") of the facts and circumstances
giving rise to any Claim, provided, however, that an Indemnified Party's failure
to give such  notice  shall not  impair or  otherwise  affect  such  Indemnified
Party's  right to  indemnification  except to the extent  that the  Indemnifying
Party demonstrates actual damage caused by such failure. All rights contained in
this  Article IX are  cumulative  and are in  addition  to all other  rights and
remedies which are otherwise available,  pursuant to the terms of this Agreement
or applicable law. All indemnification  rights shall be deemed to apply in favor
of the indemnified party's officers, directors,  representatives,  subsidiaries,
affiliates, successors and assigns.

                                       11
<PAGE>

         9.3 Defense Against  Asserted Claims.  The Indemnified  Party shall not
settle or compromise any Claim by a third party for which the Indemnified  Party
is entitled to  indemnification  hereunder  without the prior written consent of
the  Indemnifying  Party (which  consent  shall not be  unreasonably  withheld),
unless legal action shall have been instituted against the Indemnified Party and
the Indemnifying  Party shall not have taken control of such suit within fifteen
(15) days after notification  thereof as provided herein. In connection with any
Claim giving rise to indemnification  hereunder resulting from or arising out of
any Claim by a person other than the Indemnified  Party, the Indemnifying  Party
shall, upon written notice to the Indemnified  Party,  assume the defense of any
such Claim without  prejudice to the right of the Indemnifying  Party thereafter
to contest its obligation to indemnify the  Indemnified  Party in respect to the
claims asserted  therein.  If the Indemnifying  Party assumes the defense of any
such Claim, the  Indemnifying  Party shall select counsel to conduct the defense
in such Claims and at its sole cost and expense  shall take all steps  necessary
in the defense or settlement  thereof.  The Indemnifying Party shall not consent
to a  settlement  of, or the entry of any  judgment  arising  from,  any  Claim,
without  the  prior  written  consent  of  the  Indemnified  Party,  unless  the
Indemnifying Party admits in writing its liability to hold the Indemnified Party
harmless from and against any losses, damages,  expenses and liabilities arising
out of such settlement.  The Indemnified  Party shall be entitled to participate
in the defense of any such  action with its own counsel and at its own  expense.
If the  Indemnifying  Party  does not  assume  the  defense  of any  such  Claim
resulting  therefrom in accordance with the terms hereof,  the Indemnified Party
may  defend  such Claim in such a manner as it may deem  appropriate,  including
settling such Claim after giving notice of the same to the Indemnifying Party on
such terms as the Indemnified Party may deem  appropriate,  and in any action by
the Indemnified  Party seeking  indemnification  from the Indemnifying  Party in
accordance with the provisions of this Section, the Indemnifying Party shall not
be entitled to question the manner in which the Indemnified  Party defended such
Claim or the amount or nature of any such settlement. In the event of a Claim by
a third party, the Indemnified Party shall cooperate with the Indemnifying Party
in the  defense of such action  (including  making a personal  contact  with the
third party if deemed  beneficial)  and the  relevant  records of party shall be
made available on a timely basis.

                                    ARTICLE X
                                    ---------

GENERAL PROVISIONS

         10.1  Amendments  and  Waiver.  No  amendment,  waiver or consent  with
respect to any  provision  of this  Agreement  shall in any event be  effective,
unless the same shall be in writing  and signed by the  parties  hereto and then
such  amendment,  waiver or  consent  shall be  effective  only in the  specific
instance and for the specific purpose for which it is given.

         10.2 Notices. All notices,  requests,  demands and other communications
hereunder  shall be in  writing  and  shall be  delivered  in  person or sent by
overnight  courier or by first class prepaid certified mail to the addresses set
forth on Schedule 10.2:

                  (a) Any party may change its address for  receiving  notice by
written  notice given to the others named on Schedule  10.2.  Overnight  notices
shall be deemed given on the day of scheduled  delivery and mailed notices shall
be deemed given three (3) business days after the date of mailing.

         10.3 Expenses. Each party to this Agreement shall pay its own costs and
expenses in connection with the transactions  contemplated hereby. If any action
is  brought  by any  party to  enforce  any  provision  of this  Agreement,  the
prevailing  party  shall be  entitled  to  recover  court  costs and  reasonable
attorneys' fees from the non-prevailing party.

         10.4 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.

         10.5 Benefit. This Agreement shall bind and inure to the benefit of the
parties  named herein and their  respective  successors  and  assigns.  No party
hereto  may  assign  any  rights,  benefits,  duties or  obligations  under this
Agreement without the prior written consent of the other parties.

         10.6 Entire Transaction. This Agreement and the exhibits, schedules and
other documents  referred to herein contain the entire  understanding  among the
parties with respect to the transactions  contemplated  hereby and supersede all
other agreements, understandings and undertakings among the parties with respect
to the subject matter hereof.

         10.7. Applicable Law. This Agreement shall be governed by and construed
in accordance  with the internal  substantive  laws of the State of  California,
without regard to conflicts of laws principles.

                                       12
<PAGE>

         10.8 Waiver.  Any party's lack of  enforcement of any provision of this
Agreement  shall  not be  construed  as a waiver of any such  provision  and the
nonbreaching party may elect to enforce any such provision in the event of past,
repeated or continuing  breach. No waiver in one or more instances of any of the
provisions of this Agreement shall be deemed a continuing  waiver or a waiver of
any other provision.

         10.9 Other  Rules of  Construction.  References  in this  Agreement  to
sections,  schedules and exhibits are to sections of, and schedules and exhibits
to, this Agreement unless otherwise indicated. Words in the singular include the
plural and in the plural  include the singular and all words in any gender shall
extend to and  include all  genders.  The word "or" is not  exclusive.  The word
"including" shall mean "including,  without  limitation".  The section and other
headings  contained in this Agreement are for reference  purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.

         10.10  Announcements.  ITEC  shall be  entitled  to  notify  suppliers,
clients,  investors,  governmental  agencies and others of the completion of the
transactions contemplated by this Agreement. If requested by ITEC, Sellers shall
reasonably (a) assist ITEC in communicating with suppliers and clients,  and (b)
jointly issue a statement, mailing or press release with ITEC.

         10.11  Partial  Invalidity.  In the event  that any  provision  of this
Agreement  shall be held  invalid  or  unenforceable  by any court of  competent
jurisdiction,  such holding  shall not  invalidate or render  unenforceable  any
other provision hereof.

         10.12  Termination.  This Agreement may be terminated at any time prior
to the Closing:

                  (a)      by mutual consent of the Sellers, EA and ITEC;

                  (b) by the  Sellers,  on the one hand,  or ITEC,  on the other
hand, if there has been a material  misrepresentation  or material breach on the
part of ITEC,  on the one hand,  or the  Sellers,  on the other  hand,  in their
respective  representations,   warranties,  or  agreements  set  forth  in  this
Agreement; or

                  (c) by the  Sellers,  on the one hand,  or ITEC,  on the other
hand, if any of the conditions  precedent to closing of such  terminating  party
has not been  fulfilled  through  no fault of the  terminating  party  (and such
terminating  party has not  elected to waive  such  condition  precedent)  on or
before December 8, 2000.

         Termination of this  Agreement  shall not serve to relieve any party of
any  responsibility  or obligation  for any breach of this  Agreement  occurring
prior to such termination.

                                       13
<PAGE>

         IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly and validly executed all as of the date first written above.



ELB GROUP, LLC                                EDUADVANTAGE.COM, INC.

                                              By: _____________________________
By:  ________________________________
                                              Name:____________________________
Name:________________________________
                                              Title:___________________________
Title:_______________________________
                                              ROBERT MARKS

ITEC, INC.

By: _________________________________
                                              -------------------------------
Name:________________________________

Title:  _____________________________
                                              CARL PERKINS

BET TRUST

                                              -------------------------------
By:_________________________________
      Trustee


---------------------------------------
Brent H. Coeur- Barron, as Escrow Agent


                                       14
<PAGE>

                                    EXHIBITS

A        Sellers' Investor's Representation Agreement

                                    SCHEDULES
<TABLE>
<CAPTION>

<S>                                                                                <C>
3.3(b)            Disclosure of EA Ownership Interests; Officers and Managers of EA3.4           Consents

3.5(a)            EA Unaudited Interim Financial Statements

3.5(b)            EA Liabilities

3.7               EA Interim Changes

3.8               EA Assets

3.9               ELB Lease for Office Premises

3.10              EA Leased Assets

3.11              EA Proprietary Information

3.14              EA Litigation

3.16              EA AR Aging Schedule

5.6               ITEC Litigation

5.8               ITEC Financial Statements

10.2              Notice Addresses
</TABLE>

                                       15