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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A

|/x/ | Annual Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 for the fiscal year ended December 31, 2000.
|--- | -------------------------------------------------------------------------------------------------------------------------------------

Or

|/ / | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period
from  to .
|--- | -----------------------------------------------------------------------------------------------------------------------------

Commission File Number 0-22844

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CALIBER LEARNING NETWORK, INC.(Exact name of registrant as specified in its charter)

Maryland(State or other jurisdiction
of incorporation or organization)

52-2001020(I.R.S. Employer
Identification No.)509 South Exeter St., Suite 400,
Baltimore, Maryland(Address of principal executive offices)

21202(Zip Code)


Registrant's
telephone number, including area code:(410) 843-1000

Securities registered pursuant to Section 12(b) of the Act:

|Title of each class          |  | Name of each exchange on which Registered
|---------------------------- |  | -----------------------------------------
|Common Stock, Par Value $.01 |  | NASDAQ                                   

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes /x/  No / /

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of Form 10-K or this amendment on
Form 10-K/A. / /

The
aggregate market value of voting Common Stock held by non-affiliates of the registrant was approximately $5,095,099 as of April 23, 2001.

The
registrant had 12,595,282 shares of Common Stock outstanding as of April 23, 2001.

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This Annual Report on Form 10-K/A provides the information required in Part III. The date of the Registrant's Annual Meeting of Stockholder's is
June 21, 2001. Registrant is hereby amending Items 10-13 of the Registrant Form 10-K to read as follows:

Item 10. Directors and Executive Officers of Caliber Learning Network, Inc.

Caliber's Board of Directors is composed of up to nine directors separated into three classes, with each class serving a three-year term.

Two
Class III directors are to be elected at the Annual Meeting to serve until the 2004 Annual Meeting or until their successors are duly elected and qualified. The Board of
Directors has nominated Mr. Douglas Becker and Mr. Edward Mullen to serve as Class III directors for the term indicated. All nominees are currently members of the Board.

Information Concerning Nominees

The following table presents information concerning persons nominated by the Board of Directors for election at the Annual Meeting as Class III
directors of the Company.

|Name and Age           |  | Director Since |  | Nominated for Term
Expiring |  | Principal occupation, directorships with
public companies and other information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---------------------- |  | -------------- |  | --------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Douglas L. Becker (35) |  | February 1996  |  | 2004 Annual Meeting         |  | Mr. Becker has served as Caliber's Vice Chairman of the Board of Directors and Secretary since February 1998. From November 1996 until February 1998, Mr. Becker served as President, Co-Chief Executive Officer
and a director of Caliber. Mr. Becker has served as President of Sylvan Learning Systems, Inc. ("Sylvan") since April 1993 and as its Co-Chief Executive Officer since December 1995. Mr. Becker served as Chief Executive Officer of Sylvan's
Learning Center Division from February 1991 until April 1993. Mr. Becker was a co-founder of Health Management Corporation and Sterling Capital, Ltd., of which he is a principal.
|Edward E. Mullen (47)  |  | April 2000     |  | 2004 Annual Meeting         |  | Mr. Mullen has been a director of Caliber since April 2000. Most recently Mr. Mullen was president of MSGi an integrated internet and marketing services industry leader. During his tenure, he created and served as CEO of Wired Empire. Prior
to MSGi, Mr. Mullen served as president and CEO of CMG Direct Corporation and before that was the founding President of the Interactive Media Council, MIMC.                                                                                                                                                                                                                                     

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Information Concerning Continuing Directors

|Name and Age                    |  | Director Since |  | Term Expires        |  | Principal occupation, directorships with
public companies and other information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------------------- |  | -------------- |  | ------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Janeen M. Armstrong (37)        |  | November 1996  |  | 2002 Annual Meeting |  | Ms. Armstrong has served as a director of Caliber since November 1996. She has been self-employed as a certified public accountant and consultant since 1993. Ms. Armstrong is the daughter of John P. Hill, also a director
of Caliber.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Ernest Anastasio (60)           |  | August 1998    |  | 2002 Annual Meeting |  | Mr. Anastasio has served as a director of Caliber since August 1998. He is currently Senior Officer for International Development at Educational Testing Service ("ETS"). He originally joined ETS in 1966 as an associate research scientist and
thereafter held a variety of positions until becoming Vice President for Research Management in 1982, a position he held until 1985. From 1985 to 1987, Mr. Anastasio was the president and chief executive officer of Educom, a nonprofit consortium
of universities and corporations formed to share information technology and resources. He rejoined ETS in 1987 as Vice President for Information Systems and Technology.
|R. Christopher Hoehn-Saric (38) |  | November 1996  |  | 2003 Annual Meeting |  | Mr. Hoehn-Saric has served as Caliber's Chairman of the Board of Directors since November 1996. From November 1996 until February 1998, Mr. Hoehn-Saric also served as Caliber's Co-Chief Executive Officer. Mr. Hoehn-Saric has served as
Chairman of the Board of Directors of Sylvan since April 1993 and as Sylvan's Co-Chief Executive Officer since December 1995. From 1988 to 1993, he served as Sylvan's President. He also is a principal in Sterling Capital, Ltd., an investment
partnership.                                                                                                                                                                       
|John P. Hill (66)               |  | November 1996  |  | 2003 Annual Meeting |  | Mr. Hill has served as a director of Caliber since November 1996. Mr. Hill has been self-employed as a financial consultant since 1975. Prior to 1975, Mr. Hill held various staff and supervisory positions with public accounting firms,
the Board of Governors of the Federal Reserve System, and the Securities and Exchange Commission.                                                                                                                                                                                                                                                                                                                                    
|Robert L. Burr (51)             |  | October 1999   |  | 2003 Annual Meeting |  | Mr. Burr has served as a director of Caliber since October 1999. Since 1995 he has been director of investment management for Robert Fleming, Inc. From 1992 to 1995 he was a Senior Vice President of investment banking for Kidder Peabody &
Co.                                                                                                                                                                                                                                                                                                                                                                                                                              
|Chris L. Nguyen (40)            |  | April 2000     |  | 2002 Annual Meeting |  | Mr. Nguyen has served as a director of Caliber since April 1999 and as the President and Chief Executive Officer of Caliber since May 1998. Prior to 1998, Mr. Nguyen held various senior management roles with Sylvan.                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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Beneficial Ownership Reporting Compliance

We believe that all our directors and executive officers and other stockholders who may own 10% or more of Sylvan Common Stock have complied with the
requirements of the Securities and Exchange Commission to report ownership and transactions which change ownership.

Item 11. Executive Compensation

Compensation of Executive Officers.The following table shows for the years ended December 31, 2000, 1999 and
1998, compensation paid by Caliber, including salaries, bonuses, stock options, and certain compensation, to its Chief Executive Officer and each of its four other most highly compensated executive
officers at December 31, 2000 (collectively, the "Named Executive Officers"):

|                                                                    |  |                |  |   |                         |  |   |                      |  | Long-term Compensation Awards |                   | 
|------------------------------------------------------------------- |  | -------------- |  | - | ----------------------- |  | - | -------------------- |  | ----------------------------- | ----------------- | 
|
|
|Chris L. Nguyen,
President, Chief Executive Officer                 |  | 2000
1999
1998 |  | $ | 214,933
180,000
180,000 |  | $ | 

                |  | $                             | 6,600
6,600
6,600 | 
|Kevin Thibodeau,
Vice President, Marketing                          |  | 2000
1999
1998 |  | $ | 140,000
140,000
62,500  |  | $ | 8,750

            |  | $                             | 6,600
6,600
3,300 | 
|David R. Dobkin,
Senior Vice President,
Strategic Development       |  | 2000
1999
1998 |  | $ | 180,000
180,000
180,000 |  | $ | 204,613

53,300     |  | $                             | 6,600
6,600
6,600 | 
|G. Bryan Polivka,
Senior Vice President, Programming and Production |  | 2000
1999
1998 |  | $ | 150,000
140,000
140,000 |  | $ | 8,575
16,333
15,313  |  | $                             | 6,600
6,600
6,600 | 
|Richard F. Peterson,
Vice President, Operations                     |  | 2000
1999
1998 |  | $ | 165,000
140,000
140,000 |  | $ | 16,479
14,000
14,000 |  | $                             | 6,600
6,600
6,600 | 

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Option Grants in Last Fiscal Year.The following table sets forth certain information relating to options granted to
the Named Executive Officers to purchase shares of Caliber Common Stock during 2000.

|                    |  | Individual Grants |  |         |    |    |           |  |                 |  |   |               
|------------------- |  | ----------------- |  | ------- | -- | -- | --------- |  | --------------- |  | - | --------------
|
|
|
|
|
|Chris L. Nguyen     |  | 800,000           |  | 36.6    | %  | $  | 3.00      |  | 12/28/10        |  | $ | 1,512,000     
|Kevin M. Thibodeau  |  | 60,000
25,000     |  | 2.7
1.1 | %% | $$ | 3.00
3.00 |  | 5/23/10
9/27/10 |  |   | 113,400
47,250
|David R. Dobkin     |  | 50,000            |  | 2.3     | %  | $  | 3.00      |  | 9/27/10         |  |   | 94,500        
|G. Bryan Polivka    |  |                  |  | 0.0     | %  | $  |          |  |                |  |   |              
|Richard F. Peterson |  | 54,000
25,000     |  | 2.5
1.1 | %% | $$ | 3.00
3.00 |  | 5/23/10
9/27/10 |  |   | 102,060
47,250

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Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values.The following table sets forth certain
information concerning the exercise of stock options, the number of unexercised options, and the value of the unexercised options at the end of 2000 for the Named Executive Officers. None of the Named
Executive Officers exercised any options to purchase Common Stock during 2000.

|Name                |  | Shares Acquired Upon Exercise |  | Value
Realized |   | Securities Underlying Unexercised Options at Year-End (1) |                 | Value of
in-the-Money
Options at
Year-End (2) |   
|------------------- |  | ----------------------------- |  | -------------- | - | --------------------------------------------------------- | --------------- | --------------------------------------------- | --
|Chris L. Nguyen     |  |                              |  | $              |  |                                                           | 184,206
923,140 | (E)(U)                                        | $$
|Kevin M. Thibodeau  |  |                              |  |                |  |                                                           | 14,100
111,400  | (E)(U)                                        | $$
|David R. Dobkin     |  |                              |  |                |  |                                                           | 59,931
39,726   | (E)(U)                                        | $$
|G. Bryan Polivka    |  |                              |  |                |  |                                                           | 29,594
20,063   | (E)(U)                                        | $$
|Richard F. Peterson |  |                              |  |                |  |                                                           | 24,510
100,674  | (E)(U)                                        | $$

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Employment Contracts.

No employee and director of the company has an employment contract.

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Director's Compensation

All directors are reimbursed for their expenses and all serve without compensation. In 2000, in consideration of service to the Company as Directors, the
Company granted 20,000 immediately vested options to purchase Common Stock, priced at $3.00 per share to the following Directors: Robert Burr, Janeen Armstrong, Ernest Anastasio, Edward Mullen, John
Hill and also to Susan Mayer, a former Director of the Company.

Compensation Committee Interlocks

The Compensation Committee consists of Messrs. Hill, Anastasio and Becker. Mr. Becker is a Co-Chief Executive Officer, President,
Secretary and Director of Sylvan Learning Systems, Inc. None of such Directors was a party to any transaction with the Company which requires disclosure under Item 402(j) of
Regulation S-K.

Caliber Management

Executive Officers and Directors.The executive officers and directors of Caliber are as follows: Directors

|Name                       |  | Age |  | Position                                                    
|-------------------------- |  | --- |  | ------------------------------------------------------------
|R. Christopher Hoehn-Saric |  | 38  |  | Chairman of the Board of Directors                          
|Douglas L. Becker (2)      |  | 35  |  | Vice Chairman of the Board of Directors, Secretary, Director
|Janeen M. Armstrong (1)    |  | 37  |  | Director                                                    
|John P. Hill (1)(2)        |  | 66  |  | Director                                                    
|Ernest Anastasio (2)       |  | 60  |  | Director                                                    
|Robert L. Burr (1)         |  | 51  |  | Director, Chairman of the Audit Committee                   
|Edward E. Mullen           |  | 47  |  | Director                                                    

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|Name               |  | Age |  | Position                                    
|------------------ |  | --- |  | --------------------------------------------
|Chris L. Nguyen    |  | 40  |  | President, Chief Executive Officer          
|Mark Yanson        |  | 42  |  | Vice President, Chief Financial Officer     
|David R. Dobkin    |  | 48  |  | Senior Vice President, Strategic Development
|Kevin M. Thibodeau |  | 38  |  | Vice President, Marketing                   

Key
Employees

|Name                |  | Age |  | Position                                         
|------------------- |  | --- |  | -------------------------------------------------
|G. Bryan Polivka    |  | 43  |  | Senior Vice President, Programming and Production
|Richard F. Peterson |  | 46  |  | Vice President, Operations                       

Information
relating to Caliber's executive officers and key employees is set forth below. See "Information Concerning Nominees" and "Information Concerning Remaining Directors,"
above, for information relating to Messrs. Hoehn-Saric and Becker and the other Caliber directors.

Chris L. Nguyen.Mr. Nguyen has served as Caliber's President and Chief Executive Officer since
February 1998. From November 1996 until February 1998, Mr. Nguyen served as Caliber's Chief Operating
Officer. From 1993 to November 1996, Mr. Nguyen was Vice President of Operations of Sylvan Prometric, the computer-based testing division of Sylvan. He joined Sylvan's predecessor in
1987.

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Mark YansonMr. Yanson has served as Caliber's Chief Financial Officer since October, 2000. From January, 2000
to September, 2000, Mr. Yanson served as Chief Financial Officer of iSKY, Inc. From May, 1997 to December, 1999, Mr. Yanson served as Chief Financial Officer of
Panurgy, Inc. From June, 1991 to May, 1997, Mr. Yanson served as Chief Financial Officer of Greenspring Health Systems.

David R. Dobkin.Mr. Dobkin has served as Caliber's Senior Vice President, Strategic Development since February
2000. He served as Caliber's Senior Vice President of Corporate Services from April 1997 to February 2000. Mr. Dobkin was a principal with the Connected Enterprise Solutions group of
Ernst & Young LLP from 1996 to 1997. From 1995 to 1996, Mr. Dobkin served as Vice President, Sales and Marketing for The Times Mirror Company, and from 1979 to 1995, he held various
management level sales and marketing positions with R. R. Donnelley & Sons.

Kevin M. Thibodeau.Mr. Thibodeau has served as Caliber's Vice President, Marketing since September 2000. He
served as Caliber's Vice President, Academic Services from July 1998 to September 2000. Mr. Thibodeau was Vice President of Waverly North America, now Wolters Kluwer company, from
August 1986 to July 1998, and prior thereto he held various positions in sales, marketing and product development in the professional publishing industry.

G. Bryan Polivka.Mr. Polivka has served as Caliber's Senior Vice President, Programming and Production since
November 1996. Mr. Polivka served as Vice President, Programming of Westcott Communications Inc. from 1991 through September 1996. Prior to joining Westcott,
Mr. Polivka was a producer with the National Broadcasting Corporation and ProServ Television.

Richard F. Peterson.Mr. Peterson has served as Caliber's Vice President, Operations since July 1997.
Mr. Peterson served as Vice President of Operations and Administration of Service Merchandise Co., Inc. from 1982 to July 1997.

Ms. Armstrong
is Mr. Hill's daughter. Other than Mr. Hill and Ms. Armstrong, there are no family relationships among any of the executive officers or
directors of Caliber. Executive officers of Caliber are elected by the Board of Directors on an annual basis and serve at the discretion of the Caliber Board.

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Item 12. Security Ownership and Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of Caliber Common Stock as of March 30, 2001, by (i) each person
who owns beneficially more than 5% of Caliber Common Stock, (ii) each of the director nominees and directors of Caliber, (iii) each of the Named Executive Officers, and (iv) all
directors and Named Executive Officers as a group. Unless otherwise indicated, the named person exercises sole voting and investment power over the shares that are shown as beneficially owned by them.

|                                                             |  | Beneficially
Owned | 
|------------------------------------------------------------ |  | ------------------ | 
|
|R. Christopher Hoehn-Saric (2)(3)                            |  | 895,576            | 
|Douglas L. Becker (3)(4)                                     |  | 970,576            | 
|Chris L. Nguyen (5)(6)                                       |  | 455,374            | 
|Janeen M. Armstrong (7)                                      |  | 20,000             | 
|John P. Hill (7)                                             |  | 30,000             | 
|Ernest Anastasio (7)                                         |  | 20,000             | 
|Robert L. Burr (8)(7)                                        |  | 346,325            | 
|Edward E. Mullen (7)                                         |  | 20,000             | 
|Kevin M. Thibodeau (9)                                       |  | 14,100             | 
|David R. Dobkin (10)                                         |  | 133,666            | 
|G. Bryan Polivka (11)                                        |  | 78,751             | 
|Richard F. Peterson (12)                                     |  | 24,510             | 
|Sylvan Learning Systems, Inc. (13)                           |  | 9,251,864          | 
|MCI Communications Corp. (14)                                |  | 1,856,086          | 
|Steven M. Taslitz (15)                                       |  | 1,444,762          | 
|Bruce L. Goldman (16)                                        |  | 1,136,274          | 
|Robert Fleming, Inc. (17)                                    |  | 6,456,200          | 
|Dimensional Fund Advisors, Inc. (18)                         |  | 1,054,000          | 
|All directors and Executive Officers as a group (12 persons) |  | 3,008,878          | 

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Item 13. Certain Relationships and Related Transactions

Relationships with Sylvan.Douglas L. Becker and R. Christopher Hoehn-Saric, directors, are Co-Chief
Executive Officers of Sylvan and concurrently serve as directors of Sylvan and Caliber. Sylvan owns 1,227,393 shares of Caliber Common Stock, 5,167,328 shares of 6% Non-Voting Convertible
Preferred Stock that is convertible into Common Stock on a share-for-share basis, and 2,857,143 underlying shares upon conversion at $3.50 per share of $10,000,000 of the
Company's 7.5% Series B Convertible Preferred Stock.

In
February 2001, the Company signed a $7,150,000 promissory note with Sylvan due March 31, 2004. The note bears interest at 8% and is payable quarterly on the last day
of each calendar quarter. The note related to antecedent debts of the Company to Sylvan under an Intercompany Management and Facility Use Agreement and other monies advanced by Sylvan on behalf of the
Company. Payment on the note of $1,000,000 was made upon execution. In addition, interest of 7% is being accrued as payment in-kind and is payable with the final payment of principal and
interest. The promissory note is secured by a lien on all of the Company's assets. Additionally, the Company granted Sylvan a warrant
to purchase 240,000 shares of the Company's common stock at an exercise price of $3.50 per share. One half of the warrants vest upon the signing of the note with the remaining half vesting on
December 31, 2001.

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Under an Intercompany Management and Facility Use Agreement between Sylvan and Caliber, Sylvan provides Caliber with the use of certain facilities for Caliber's corporate offices in
Baltimore, Maryland, and certain administrative support and executive management services, including financial management, tax and accounting services, legal services, management information services,
and human resources support. During 2000, Caliber incurred charges from Sylvan of $1.8 million for these facilities and services. This agreement was renewed for one year upon its expiration in
December, 2000.

Under
a Testing Center Management and CBT Services Agreement between Caliber and Sylvan, Caliber assumed management and responsibility for all obligations and operations of certain
Sylvan Testing Centers ("STCs") and to deliver computer-based testing services on behalf of Sylvan at those STCs through December 31, 2000. The Company received a fixed amount per month to
manage these STCs and an additional fee per test delivered above a specified number of tests. During 1999, Caliber received approximately $4.0 million in management and testing fees under this
agreement. Caliber terminated this agreement in February 2000.

Relationships with MCI.Susan Mayer, a former director, is President of MCI WorldCom Venture Fund, an affiliate of MCI
WorldCom, Inc., the successor by merger to MCI Communications Corporation ("MCI"). MCI owns 662,513 shares of Caliber Common Stock and holds a warrant to purchase 1,193,573 additional shares of
Common Stock at an aggregate exercise price of $3.78 million.

At
its inception, Caliber decided to seek a strategic partner to whom it could outsource the design, supply and support of the infrastructure of the Caliber network. Accordingly, in
July 1997, Caliber entered into a four-year Enterprise Management Agreement with MCI Systemhouse, a systems integrator affiliated with MCI. Under this agreement, MCI Systemhouse
agreed to design the network's infrastructure and supply and support at competitive rates the infrastructure's components (other than the satellite system), including the Caliber Data Center, and
Caliber agreed to purchase all of these components through MCI Systemhouse. Support services include individual component maintenance, network fault and performance monitoring and help desk services.
In February 1999, MCI Systemhouse was sold to EDS, and the contract terminated in October, 1999. During 1999, Caliber paid approximately $900,000 in network support fees to MCI Systemhouse
under this agreement prior to its termination.

In
connection with the Enterprise Management Agreement, MCI committed to provide, directly or through a subsidiary, an aggregate of $20 million in (i) five year capital
leases for computer hardware and software, video equipment, satellite equipment and other telecommunications equipment as well as furniture required for the business of Caliber (collectively, the
"Required Equipment") or the procurement, installation and deployment, maintenance, financing, technology upgrades and appropriate support service for the Required Equipment, including, but not
limited to, help desk services (collectively, the "Required Services"); (ii) guarantees by MCI of Caliber's obligations under other leases for Required Equipment or Required Services; or
(iii) a combination thereof (the "MCI Lease and Guaranty Commitment"). As of December 31, 2000, the total value of outstanding capital leases and guaranties under the MCI Lease and
Guaranty Commitment was approximately $20.0 million.

Under
the MCI Lease and Guarantee Commitment, MCI Systemhouse has a first security interest in all furniture and equipment provided by it under the Enterprise Management Agreement and
a first security interest in any furniture and equipment provided in any subsequent MCI Systemhouse lease. Caliber is required to notify MCI Systemhouse of the terms of other companies' bids to
provide Required Equipment or Required Services leases and to give MCI Systemhouse the opportunity to furnish Caliber with the last bid for such leases; however, Caliber is not required to accept MCI
Systemhouse's bid if, in Caliber's good faith judgment, a competitive bid is more advantageous to Caliber. Upon certain events of default, MCI and MCI Systemhouse have the right to terminate the

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MCI Lease and Guarantee Commitment, the Enterprise Management Agreement and any other MCI Systemhouse leases.

Relationship with LeapIT.com.Caliber entered into a standard services agreement to provide Internet production and
hosting services to LeapIT.com, a corporation in which Messrs. Becker and Hoehn-Saric own a significant equity interest. As of December 31, 2000, Caliber had an outstanding account
receivable of $750,000 from LeapIT for services provided by Caliber at standard rates.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and
in the capacities on April 30, 2001.



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