EXHIBIT 10.6

                        PRIVATE-LABEL WEB SITE AGREEMENT

         Agreement made this 2 day of February, 2000, between DEARBORN FINANCIAL
PUBLISHING, INC. ("Dearborn") and ISUCCEED.COM, INC. ("iSucceed").

         WHEREAS, Dearborn maintains an internet site (the "Dearborn Site")
which provides authorized users on-line access to the real estate continuing
education courses listed on Exhibit A hereto (the "Courses");

         WHEREAS, iSucceed desires to augment its real estate agent web site
with Dearborn's continuing education content and service offerings, and Dearborn
desires to create and maintain on its server on a private-label basis the
Branded Site (as defined below), to enable iSucceed's end users to access
Dearborn's content and service offerings under iSucceed's brand;

         NOW, THEREFORE, for value received, the parties hereto agree as
follows:

         1. Definitions.

         a.       "Branded Site" means a Web site that is designed, developed
                  and maintained by Dearborn on its servers at a URL designated
                  by Dearborn that conforms to the specifications set forth in
                  this Agreement including Exhibit B.

         b.       "Link(s)" means one or more hyperlinks established from within
                  the iSucceed Site (and/or from within email) that enables an
                  end user of the iSucceed Site to access the Branded Site.

         c.       "ISucceed Logos" means the iSucceed name and logo(s),
                  including all artwork, graphics, icons and other content
                  provided by iSucceed to Dearborn for use in connection with
                  the Branded Site.

         d.       "ISucceed Site" means the proprietary Web site owned or
                  controlled by iSucceed presently located at the URL
                  wwwisucceed.com, and any successor, replacement or
                  supplementary Web sites, other than the Branded Site, owned or
                  controlled, in whole or in part, by iSucceed that are branded
                  with the iSucceed name or use the iSucceed domain.

         e.       "Dearborn Licensed Content" means all Dearborn continuing
                  education courses in the field of real estate but not in
                  insurance, securities or other fields approved for distance
                  learning over the internet for continuing education credit by
                  state regulatory bodies (CE Courses). All CE Courses Dearborn
                  maintains on Web sites owned by Dearborn and any CE Courses
                  which Dearborn develops in the future.

         f.       "Dearborn Logos" means the Dearborn and REcampus names and
                  logo(s), including all artwork, graphics, icons and other
                  branding material owned or controlled by Dearborn and used on
                  the Dearborn Site.

                                      -1-
<PAGE>

         g.       "Dearborn Site" means the proprietary Web site owned or
                  controlled by Dearborn presently located at the URL
                  www.recampus.com, and any successor, web sites.

         h.       "Launch Date" means the date that the Branded Site is released
                  to the iSucceed members and customers.

         i.       Proprietary Real Estate Schools means real estate schools
                  owned by or customers of Dearborn, it's affiliates or their
                  customers offering real estate related courses.

         j.       "Paying Member" means any customer who enrolls as a member at
                  the iSucceed.com Web site and pays a monthly membership fee.
                  If no monthly membership fee is paid by the customer due to an
                  iSucceed promotion (i.e., 30 days free), then such member
                  shall become a Paying Member on the 3lst day after initial
                  enrollment.

         k.       "Founders Circle" means faculty members of iSucceed who have
                  access to the iSucceed site.

         2. Service Delivery.
            -----------------

         a.       Subject to the terms and conditions of this Agreement,
                  Dearborn hereby grants iSucceed a non-transferable license to
                  permit iSucceed's members who are authorized to access the
                  iSucceed Site to access the Branded Site to utilize Dearborn's
                  Licensed Content on-line during the term of this Agreement.
                  This license is solely for on-line use. In no event is
                  iSucceed or any person accessing the Dearborn Site authorized
                  to download the Courses or other content from the Dearborn
                  Site or otherwise copy, reproduce, resell, relicense or use
                  the Courses or other content.

         b.       Dearborn agrees that during the term of this Agreement, and
                  provided iSucceed is not in default hereunder, Dearborn will
                  not grant to any other party any right to use Dearborn's real
                  estate on-line Continuing Education Courses on the internet or
                  any other on-line use except as listed in 2c below.

         c.       Section 2b shall not restrict Dearborn from granting any
                  rights in Dearborn's Licensed Content or providing online
                  Continuing Education Course Services to any four-year colleges
                  and universities; two-year colleges and universities;
                  proprietary real estate schools; state and local real estate
                  boards and associations; or regional/local brokerage firms
                  located in states in which Dearborn or it's affiliates
                  currently own or may own in the future, proprietary real
                  estate schools; or the National Association of Realtors using
                  ala carte pricing.

                                      -2-
<PAGE>


         3. Registration and Taking Courses.
            --------------------------------

                  iSucceed's members who register for and take Courses shall do
                  so through the Branded Site, in accordance with Dearborn's
                  policies and procedures set forth on the Branded Site.

         4. Service Delivery Fee.
            ---------------------

         a.       ISucceed agrees to pay Dearborn a monthly license fee in the
                  amount of the greater of (i) $2.50 per member for all members
                  who reside in the United States ($5.00 per member referred by
                  Dearborn), calculated on the number of Paying Members as of
                  the last day of the month, or (ii) the guaranteed minimum
                  license fees described in subsections (c), (d) and (e) below.
                  The monthly license fee shall be determined based on
                  iSucceed's total membership, regardless of the number of such
                  members, if any, who take any of the Dearborn Licensed Content
                  Courses in any month. If any member who takes a Dearborn
                  Licensed Content Course does not become a paying member or
                  ceases to be an iSucceed member within six months from his or
                  her initial membership date, iSucceed will pay Dearborn a
                  withdrawal fee in the amount of $20.00 for such member.
                  Dearborn will receive $2.50 per month on all "Founders Circle"
                  members.

         b.       If at the end of six months from the start up date (estimated
                  April 1st) Dearborn does not get state approval for any states
                  listed on Exhibit A, Dearborn agrees to waive payment for
                  members who are residents of those states where it does not
                  gain approval. Payments will again be paid when approval is
                  gained in those states.

         c.       The guaranteed minimum license fees shall begin on the
                  Measurement Date, which is the later of the Launch Date of the
                  Branded Site or upon which the Dearborn Licensed Content
                  contained in the Branded Site is approved for distance
                  learning by at least 18 states.

                                    Month 1               $ 3,750
                                    Month 2                 7,500
                                    Month 3                11,250
                                    Month 4                15,000
                                    Month 5                18,750
                                    Month 6                22,500
                                    Month 7                26,250
                                    Month 8                30,000
                                    Month 9                33,750
                                   Month 10                37,500
                                   Month 11                41,250
                                   Month 12                45,000


                                      -3-
<PAGE>


         d.       The guaranteed minimum license fees for months 13-24 after
                  Measurement Date are $45,000 per month.

         e.       The guaranteed minimum license fees for months 25-36 after
                  Measurement Date are $56,250 per month.

         f.       The minimum license fee for any month shall be waived if the
                  cumulative license fees payable (and actually paid) for the
                  period from the Measurement Date through such month pursuant
                  to subsection 4(a)(i) exceed the cumulative minimum license
                  fees payable through such month pursuant to subsection
                  4(a)(ii) above.

         g.       Members referred by Dearborn shall mean persons who become
                  paying members as a result of Dearborn's marketing activities,
                  such as referrals, promotions, and marketing campaigns.

         h.       Within thirty (30) days after the end of each month, iSucceed
                  shall deliver to Dearborn its report of new members and
                  members for such month, in reasonable detail, accompanied by
                  payment of the fee payable for such month.

         i.       Dearborn shall have the right to examine the relevant books
                  and financial records of iSucceed from time to time, with
                  reasonable notice during normal business hours, to determine
                  the accuracy of the reports and payments. Such examination
                  shall be at the expense of Dearborn, un1ess such examination
                  reveals an underpayment of five percent (5%) or more in any
                  year, in which case iSucceed shall pay Dearborn the expense of
                  the examination, upon invoice from Dearborn.

         5. Ownership of iSucceed Data.
            ---------------------------

                  Any individual user data previously owned by either party
                  shall remain the property of such party. No rights or
                  interests of any nature in or to such data are transferred or
                  granted hereunder, except as specifically provided herein. Any
                  information gathered by or submitted to Dearborn regarding end
                  users of tile Branded Site ("iSucceed Data") shall be owned
                  exclusively by iSucceed, and Dearborn hereby transfers and
                  assigns all right, title and interest therein to iSucceed,
                  including without limitation all intellectual property rights
                  therein. Dearborn shall maintain the iSucceed Data in
                  confidence and shall not use the iSucceed Data for any purpose
                  other than fulfilling its obligations under this Agreement,
                  nor disclose the iSucceed Data without the prior written
                  consent of iSucceed. Upon request from iSucceed from time to
                  time, Dearborn shall promptly deliver the iSucceed Data to
                  iSucceed in a format reasonably requested by iSucceed.
                  Notwithstanding the foregoing, with respect to any end user
                  data that Dearborn can demonstrate was separately gathered by
                  or submitted to Dearborn from end users accessing the Dearborn
                  Site, any such data shall not be subject to the foregoing
                  restrictions.

                                      -4-
<PAGE>

         6. Maintenance and Support of Branded Site.
            ----------------------------------------

         a.       Dearborn will be solely responsible for maintaining all end
                  user support functions related to Dearborn's Licensed Content
                  at its expense related to the Branded Site, including without
                  limitation, responses to end user inquiries and fulfillment.
                  Dearborn agrees to provide a high level of end user support to
                  iSucceed's end users, in at least the same level of support
                  standard as it maintains the Dearborn Site, but in no event
                  less than 48 hour response time to customer inquiries.

         7. Term.
            -----

         a.       The initial term of this Agreement shall commence on the
                  Launch Date of Branded Site (anticipated to be April 1, 2000)
                  and end three (3) years thereafter; subject to early
                  termination pursuant to subsection 7 (c) and Section 15 below;
                  and provided the parties hereto may extend such term by
                  written agreement.

         b.       This Agreement shall be automatically extended for successive
                  periods of twelve (12) months each following the initial term
                  and each renewal term. Either party to this Agreement may give
                  written notice not to extend the Agreement prior to six (6)
                  months of the end of the term, subject to early termination
                  pursuant to subsection 7(c) and section 15.

         c.       Notwithstanding the foregoing, Dearborn shall have the right
                  to terminate the exclusivity provisions of Section 2(b) of
                  this Agreement if, at the end of month 12 iSucceed has not
                  generated fees paid to Dearborn in excess of one hundred and
                  ten percent (110%) of the cumulative minimum guarantee as
                  listed in chart (4c) for months 1-12 ($292,500 x 110% =
                  $321,750), or if at the end of month 24, iSucceed has not
                  generated fees paid to Dearborn in excess of one hundred ten
                  percent (110%) of the cumulative minimum guarantee of months
                  13-24 ($540,000 x 110% = $594,000). Such notice shall be given
                  to iSucceed within thirty (30) days of the end of month l2 and
                  24 as per Section 16 of this Agreement.

         d.       Prior to the end of the 30th month of this agreement, Dearborn
                  and iSucceed agree to review the license fee and monthly
                  guaranteed minimum license fee as stipulated in Section 4 and
                  negotiate changes in such fees based on usage and market
                  conditions, with such changes effective on the first day of
                  the 31st month of this Agreement. If agreement is not reached
                  between the parties, then the fees set forth in Section 4
                  shall remain in effect and either party can cancel this
                  Agreement as of the end of the initial 36 month term with six
                  months prior notice as per Section 16 of this Agreement.

                                      -5-
<PAGE>


         8. Representations and Warranties; Indemnity.
            ------------------------------------------

                  Each party represents and warrants to the other that: (i) it
                  has the full power and authority to enter into this Agreement
                  and to grant the rights granted herein; (ii) it is the sole
                  owner or is a valid licensee of its respective Web site and
                  all content contained therein or licensed by such party
                  hereunder, and has secured all necessary licenses, consents
                  and authorizations with respect to the use of such content
                  including any hypertext links and all elements thereof to the
                  full extent contemplated herein; (iii) no part of its Web site
                  content or other content licensed hereunder violates or
                  infringes upon the patent rights, copyrights, trade secrets,
                  trademarks or other intellectual property rights or other
                  rights of any person or entity or constitutes defamation,
                  invasion of privacy, or the violation of any right of
                  publicity or other rights of any person or entity; (iv) all
                  data supplied by such party is accurate in all material
                  respects, and all inaccuracies will be promptly corrected; and
                  (v) it has complied and shall continue to comply with all
                  applicable legislation, rules and regulations regarding the
                  Web site content or sales transactions conducted via the Web
                  site. All representations of iSucceed hereunder shall apply to
                  the iSucceed Site and iSucceed Logos. All representations of
                  Dearborn hereunder shall apply to the Dearborn Site, the
                  Branded Site, all Enhancements, all Co-Branded Sites, the
                  Dearborn Logos, and the Dearborn Licensed Content.

         9. Confidentiality.
            ----------------

         a.       NONDISCLOSURE. Each party acknowledges that by reason of its
                  relationship to the other party under this Agreement it will
                  have access to certain information and materials concerning
                  the other party's business, plans, customers, technology and
                  products that are confidential and of substantial value to
                  such party (referred to in this Section 9 as "Confidential
                  Information"), which value would be impaired if such
                  Confidential Information were disclosed to third parties. The
                  terms of this Agreem4t shall be deemed to be the Confidential
                  Information of iSucceed. Each party agrees to maintain all
                  Confidential Information received from the other, both orally
                  and in writing, in confidence and agrees not to disclose or
                  otherwise make available such Confidential Information to any
                  third party without the prior written consent of the
                  disclosing party. Each party further agrees to use the
                  Confidential Information only for the purpose of performing
                  this Agreement. No Confidential Information shall be deemed
                  confidential unless so marked if given in writing or, if given
                  orally, identified as confidential orally prior to disclosure
                  and confirmed in writing within thirty (30) days.

         b.       EXCLUSIONS. The parties' obligations under Section 9(a) above
                  shall not apply to Confidential Information which: (i) is or
                  becomes a matter of public knowledge through no fault of or
                  action by the receiving party; (ii) was rightfully in the
                  receiving party's possession prior to disclosure by the
                  disclosing party; (iii) subsequent to disclosure, is


                                      -6-
<PAGE>

                  rightfully obtained by the receiving party from a third party
                  who is lawfully in possession of such Confidential Information
                  without restriction; (iv) is independently developed by the
                  receiving party without resort to the disclosing party's
                  Confidential Information; or (v) is required by law or
                  judicial order, provided that prior written notice of such
                  required disclosure is furnished to the disclosing party as
                  soon as practicable in order to afford the disclosing party an
                  opportunity to seek a protective order and that if such order
                  cannot be obtained disclosure may be made without 1iability.
                  Whenever requested by a disclosing party, a receiving party
                  shall immediately return to the disclosing party all
                  manifestations of the Confidential Information or, at the
                  disclosing party's option, shall destroy all such Confidential
                  Information as the disclosing party may designate.

         10. No Other Permitted Uses.
             ------------------------

                  iSucceed shall have no right to reproduce or distribute the
                  Courses.

         11. License of Dearborn Trademarks.
             -------------------------------

                  Dearborn hereby grants to iSucceed a license to use and make
                  copies of Dearborn's logo and trademarks ("Marks") for
                  marketing purposes in connection with this Agreement on the
                  iSucceed Site as well as in printed materials. ISucceed shall
                  obtain the prior written approval from Dearborn prior to any
                  use of the Marks, which approval shall not be unreasonably
                  withheld, delayed or conditioned.

         12. Customer and Technical Support.
             -------------------------------

                  Dearborn shall be responsible at its own expense to provide
                  all customer and technical support relating to the Courses.

         13. Intellectual Property Rights.
             -----------------------------

                  Dearborn's intellectual property rights to the Courses and the
                  Dearborn Site will remain the sole property of Dearborn, and
                  iSucceed shall have no right, title or interest therein.

         14. Relationship of the Parties.
             ----------------------------

                  The parties shall be independent contractors hereunder and
                  neither party shall have the power or authority to bind the
                  other party with respect to any third party. Except as
                  specifically provided herein, each party shall bear its own
                  costs and expenses.

         15. Termination.
             ------------

                  This Agreement shall automatically terminate if any of the
                  terms of this Agreement are violated and is not cured as
                  described below. If either party defaults in the performance
                  of this Agreement or is in breach of a material provision
                  hereof, the other party, at its option, may terminate this
                  agreement by giving written notice to the breaching party

                                      -7-
<PAGE>

                  describing the nature of such breach and, to the extent such
                  breach is curable, giving such breaching party thirty (30)
                  business days from the sending of such notice to cure such
                  breach. If at the end of such thirty (30) day period the
                  breach has not been cured, this Agreement shall automatically
                  terminate.

         16. Communications.
             ---------------

                  All notices, demands, and other communications under this
                  Agreement shall be in writing and shall be deemed to have been
                  duly given: (a) on the date of service if served personally on
                  the party hereto to whom notice is to be given; (b) on the
                  date of transmission if sent by facsimile transmission to the
                  telecopy number given below, and telephonic confirmation of
                  transmission is obtained promptly after completion of
                  transmission; (c) on the day after delivery to Federal Express
                  or similar overnight carrier or the Express Mail Service
                  maintained by the United States Postal Service; or (d) on the
                  fifth day after mailing, if mailed to the party to whom such
                  notice is to be given, by first class mail, registered or
                  certified, postage prepaid and properly addressed, to the
                  party as follows:

         If to Dearborn:

                  Dearborn Financial Publishing, Inc.
                  155 North Wacker Drive, 9th floor
                  Chicago, IL 60606
                  Attention:  President
                  Telecopy:  (312) 836-1021

         With a copy to:

                  Kaplan Educational Centers, Inc.
                  888 Seventh Avenue, 23d floor
                  New York, NY 10106
                  Attention:  General Counsel
                  Telecopy:  (212) 492-5860

         If to iSucceed:

                  iSucceed.com, Inc.
                  10455 Sorrento Valley Road, Suite 204
                  San Diego, CA 92121
                  Attention:  William A. Shue
                  Telecopy:  (858) 643-1732

                                      -8-
<PAGE>

         With a copy to:

                  Oppenheimer Wolff & Donnelly LLP
                  500 Newport Center Drive, Suite 700
                  Newport Beach, CA 92660
                  Attention:  Daniel K. Donahue, Esq.
                  Telecopy:  (949) 823-6040


         Any party hereto may change its address for the purpose of this Section
         by giving the other party written notice of its new address in the
         manner set forth above.

         17. Section Headings.
             -----------------

                  The headings of the Sections of this Agreement are inserted
                  for convenient reference only and are not intended to be part
                  of or affect the meaning or interpretation of this Agreement.

         18. Applicable Law and Forum.
             -------------------------

                  This Agreement shall be governed by the laws of the State of
                  Illinois without regard to conflicts of laws. The parties
                  hereto hereby agree on behalf of themselves and any person
                  claiming by or through them that the sole jurisdiction and
                  venue for any litigation arising from or relating to Agreement
                  shall be in an appropriate federal or state court located in
                  Chicago, Illinois.

         19. Entire Agreement.
             -----------------

                  This Agreement constitutes the entire agreement between the
                  parties hereto with respect to the subject matter hereof and
                  supercedes all prior and contemporaneous agreements,
                  understandings, negotiations and discussions, whether oral or
                  written, of the parties.

         20. Severability.
             -------------

                  If any provisions of this Agreement shall be declared null,
                  void, or unenforceable in whole or in part by any court,
                  arbitrator, or governmental agency, said provision shall
                  survive to the extent that it is not so declared and all the
                  other provisions of this Agreement shall remain in full force
                  and effect unless, in each case, such declaration shall serve
                  to deprive any of the parties hereto of the fundamental
                  benefits of this Agreement.

         21. Amendments.
             -----------

                  No amendment or modifications to this Agreement shall be valid
                  or enforceable unless in writing executed by the authorized
                  representatives of the parties hereto.

                                      -9-
<PAGE>

         22. Waiver.
             -------

                  No term or provision hereof shall be deemed waived and no
                  breach hereof shall be deemed consented to, unless such waiver
                  or consent, as the case may be, is express and in writing
                  signed by the party claimed to have waived or consented. No
                  such waiver shall constitute a waiver of any other term or
                  provision hereof, and no such consent shall constitute a
                  consent to any other breach hereof.

         IN WITNESS WHEREOF, the parties have executed this Agreement by their
         authorized representatives as of the date and year first written above.



                                 DEARBORN FINANCIAL PUBLISHING, INC.



                                 By: /s/  Carol L. Lutz
                                     -------------------------------------------
                                     Vice President



                                 ISUCCEED.COM, INC.


                                 By: /s/ Rick Kuntz
                                     -------------------------------------------
                                     Its: President
                                     -------------------------------------------




                                      -10-
<PAGE>


                                    EXHIBIT A



      DATE                        COURSE                      CE CREDIT HOURS
--------------------------------------------------------------------------------
  JANUARY, 2000
--------------------------------------------------------------------------------
    Georgia                    *National CE                      6 each
--------------------------------------------------------------------------------
    New York                    National CE                     4-4.5 each
--------------------------------------------------------------------------------
    Oregon                      National CE                      7.5 each
--------------------------------------------------------------------------------
    Washington                  National CE                      7.5 each
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
  FEBRUARY, 2000
--------------------------------------------------------------------------------
                               *Risk Management
--------------------------------------------------------------------------------
                              **RE Finance
--------------------------------------------------------------------------------
    Illinois                    National CE
--------------------------------------------------------------------------------
    Montana                     National CE
--------------------------------------------------------------------------------
    North Dakota                National CE
--------------------------------------------------------------------------------
    West Virginia               National CE                      7 each
--------------------------------------------------------------------------------
    Wyoming                     National CE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
  MARCH, 2000
--------------------------------------------------------------------------------
                               *Fair Housing
--------------------------------------------------------------------------------
    California                  CA-specific 45 hour              45
--------------------------------------------------------------------------------
    Colorado                    National CE
--------------------------------------------------------------------------------
    Florida                     FL-specific 14-hour              14
--------------------------------------------------------------------------------
    Kentucky                    National CE
--------------------------------------------------------------------------------
    New Mexico                  National CE
--------------------------------------------------------------------------------
    Oklahoma                    National CE
--------------------------------------------------------------------------------
    South Dakota                National CE
--------------------------------------------------------------------------------
    Tennessee                   National CE
--------------------------------------------------------------------------------
    Virginia                    National CE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
  APRIL, 2000
--------------------------------------------------------------------------------
                              **Combo CE: Red Flags/Environmental
--------------------------------------------------------------------------------
                              **Combo CE: Commercial/Property Management
--------------------------------------------------------------------------------
                              **Buyer Representation
--------------------------------------------------------------------------------
    Alaska                      National CE
--------------------------------------------------------------------------------
    Maine                       National CE
--------------------------------------------------------------------------------
    Nebraska                    National CE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
  MAY, 2000
--------------------------------------------------------------------------------
                              **Combo CE: Fair Housing/Diversity
--------------------------------------------------------------------------------
                              **Combo CE: Taxes/Finance
--------------------------------------------------------------------------------
                              **Ethics
--------------------------------------------------------------------------------
    Alabama                     National CE
--------------------------------------------------------------------------------
    Idaho                       National CE
--------------------------------------------------------------------------------
    Iowa                        National CE
--------------------------------------------------------------------------------
    Hawaii                      National CE
--------------------------------------------------------------------------------
    Kansas                      National CE
--------------------------------------------------------------------------------
    Louisiana                   National CE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
  JUNE, 2000
--------------------------------------------------------------------------------
                              **Negotiation
--------------------------------------------------------------------------------
    Nevada                      National CE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
  JULY, 2000
--------------------------------------------------------------------------------
    Missouri                    National CE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
  AUGUST, 2000
--------------------------------------------------------------------------------
    Texas                       Texas MCE 15 Hr. (tentative)
--------------------------------------------------------------------------------

<PAGE>

                                    EXHIBIT B

                         SPECIFICATIONS OF BRANDED SITE

1. ACCESS TO THE BRANDED SITE. Access to the Branded site shall be from the
iSucceed site and shall require use of the appropriate PIN number assigned by
Dearborn to iSucceed. It is anticipated that Dearborn will assign to iSucceed a
separate PIN number for each state or jurisdiction in which the Courses qualify
for CE credit, and use of such Pin number will allow access only to the Courses
for such state or other jurisdiction. Only persons using such PIN number will
have access to the Branded site. It is anticipated that iSucceed will configure
the iSucceed Site so any user properly accessing the iSucceed Site will be able
to access the Branded Site knowing the Pin number or URL. iSucceed is
responsible, at its own expense, for any programming and related costs to permit
such access from the iSucceed Site.

2. HOME PAGE. Any persons accessing the Branded Site will first see the Branded
Sites home page (the "Home Page"). The Home Page will conform to Attachment B-I
hereto, with the iSucceed Logo and text provided by iSucceed in the locations
marked on Attachment B-i

3. OTHER PAGES. The parties shall mutually agree on which other pages on the
Branded Site will display the iSucceed Logo. Examples of other pages and the
placement of the iSucceed Logo are attached hereto as Attachment B-2.

4. MODIFICATIONS AND UPDATES. Dearborn may modify the Branded Site's, Home Page
and other pages during the term of this Agreement as it determines is desireable
for the efficient maintenance and use of the Branded Site.

5. DEARBORN LOGOS AND OTHER LOGOS. Dearborn may include its "REcampus" logo and
other affailiate logos on the Home Page and other pages in the manner shown on
Attachments B-1 and B-2. Dearborn will not place other logos or advertisements
on the Branded Site.