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                                                                   EXHIBIT 10.13


                                    AGREEMENT

This Agreement (the "Agreement") is made and entered into on the 30th day of
June, 1998, by and between Beacon Education Management LLC, a Tennessee limited
liability company ("Beacon"), Ledyard McFadden, an individual residing in
Boston, Massachusetts ("McFadden"), Alan Fraker, an individual residing in
Massachusetts ("Fraker") and SchoolWorks LLC, a Delaware limited liability
company ("SchoolWorks").

                                    RECITALS

WHEREAS McFadden is currently employed by Beacon under the terms of an
employment letter agreement dated August 10, 1997 and a related confidentiality
and non-compete agreement dated August 15, 1997 (together the "McFadden
Employment Agreement"); and

WHEREAS Fraker is currently employed by Beacon under the terms of an employment
agreement dated March 31, 1998 ("Fraker Employment Agreement"); and

WHEREAS Beacon and McFadden desire to terminate McFadden's employment with
Beacon in a manner that allows McFadden to continue providing consulting
services in the K-12 market; and

WHEREAS Beacon and Fraker desire to terminate Fraker's employment with Beacon in
a manner that allows Fraker to continue providing consulting services in the
K-12 market; and

WHEREAS McFadden has established SchoolWorks to provide consulting services in
the K-12 market, including certain services to Beacon; and

WHEREAS SchoolWorks desires to employ Fraker and McFadden,

THEREFORE, for good and sufficient consideration, receipt of which is hereby
acknowledged, the parties agree as follows:

         1.       Upon execution of this Agreement by Beacon, for good and
valuable consideration, including without limitation, the sale, assignment of
transfer of all Beacon's right, title and interest in and to SchoolWorks
Start-up Schedule and Guide, as set forth in Section 13, the receipt and
sufficiency of which are hereby acknowledged, SchoolWorks will pay to Beacon one
hundred thousand dollars ($100,000).

         2.       Beacon and McFadden hereby mutually agree to terminate the
McFadden Employment Agreement, effective June 30, 1998. No representation,
warranty, covenant or obligation contained in the McFadden Employment Agreement
or in any exhibit, schedule, letter, certificate or other instrument referred to
in the McFadden Employment Agreement, or delivered or made by or on behalf of
any party to the McFadden Employment Agreement, or in connection with any
transactions contemplated by the McFadden Employment Agreement, shall survive
the termination of the McFadden Employment Agreement.


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         3.       Beacon and Fraker hereby mutually agree to terminate the
Fraker Employment Agreement effective June 30, 1998. No representation,
warranty, covenant or obligation contained in the Fraker Employment Agreement or
in any exhibit, schedule, letter, certificate or other instrument referred to in
the Fraker Employment Agreement, or delivered or made by or on behalf of any
party to the Fraker Employment Agreement, or in connection with any transactions
contemplated by the Fraker Employment Agreement, or contained in any engagement
of Fraker by Beacon as a consultant shall survive the termination of the Fraker
Employment Agreement.

         4.       McFadden does hereby release, acquit and forever discharge
Beacon and any and all of its affiliates, subsidiaries, agents, assigns,
servants, employees, officers, divisions and/or successors, from any and all
claims, demands, causes of actions, debts, dues and obligations of every kind
and nature that he has or may have against Beacon, its affiliates, subsidiaries,
agents, assigns, servants, employees, officers, divisions and/or successors,
arising out of or relating to any aspect of McFadden's employment at Beacon or
the McFadden Employment Agreement.

         5.       Fraker does hereby release, acquit and forever discharge
Beacon and any and all of its affiliates, subsidiaries, agents, assigns,
servants, employees, officers, divisions and/or successors, from any and all
claims, demands, causes of actions, debts, dues and obligations of every kind
and nature that he has or may have against Beacon, its affiliates, subsidiaries,
agents, assigns, servants, employees, officers, divisions and/or successors,
arising out of or relating to any aspect of Fraker's employment at Beacon and
arising out of or relating to any aspect of Fraker's engagement as a consultant
to Beacon or the Fraker Employment Agreement.

         6.       Beacon agrees to reimburse, in accordance with Beacon policy,
McFadden and Fraker for reasonable, properly documented and valid expenses,
including prepaid car payments made by McFadden, incurred as of June 30, 1998,
by each of them on behalf of Beacon in the normal course of business. McFadden
and Fraker shall each submit such expenses, and the necessary support
documentation, to Beacon on or before July 20, 1998.

         7.       Beacon does hereby release, acquit and forever discharge
McFadden and SchoolWorks from any and all claims, demands, causes of actions,
debts, dues and obligations of every kind and nature that it has or may have
against McFadden or SchoolWorks, arising out of or relating to any aspect of
McFadden's employment at Beacon.

         8.       Notwithstanding anything herein, Beacon does hereby release,
acquit and forever discharge McFadden and SchoolWorks from any and all claims,
demands, causes of actions, debts, dues and obligations of every kind and nature
that it has or may have against McFadden or SchoolWorks, arising out of or
relating to any solicitation of employment or any employment of Alan Fraker by
McFadden or SchoolWorks, and arising out of or relating to any solicitation of
employment or any employment of McFadden by SchoolWorks.

         9.       Beacon does hereby release, acquit and forever discharge
Fraker from any and all claims, demands, causes of actions, debts, dues and
obligations of every kind and nature that it has or may have against Fraker,
arising out of or relating to any aspect of Fraker's employment at Beacon and
arising out of or relating to any aspect of Fraker's engagement as a consultant
to Beacon or the Fraker Employment Agreement.


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         10.      McFadden warrants that he has returned to Beacon all Beacon
property previously in his possession, including but not limited to, equipment,
supplies, hard copy files, computer software, and computer files, except certain
equipment listed in Exhibit A. Fraker warrants that he has returned to Beacon
all Beacon property previously in his possession, including but not limited to,
equipment, supplies, hard copy files, computer software, and computer files,
except certain equipment listed in Exhibit A. Beacon hereby sells, assigns and
transfers to SchoolWorks all of its right, title and interest in and to the
items listed in Exhibit A free and clear of any liens, claims and encumbrances,
in exchange for payment by SchoolWorks to Beacon of seven thousand dollars
($7,000.00) on June 30, 1998, which payment shall be in addition to the payment
due under Section 1 of this Agreement.

         11.      McFadden, Fraker and SchoolWorks agree not to disclose to any
person, firm, corporation or other entity, or use for their own benefit whether
or not for monetary gain, any confidential information ("Confidential
Information") concerning the conduct or the business affairs of Beacon,
including, without limitation, trade secrets, know-how, inventions, curricula,
customer and supplier lists, business plans, operational records, pricing
policies, referral sources or organizations, marketing and sales plans,
financial information, names, addresses, positions, salaries and other terms of
employment of other employees of Beacon. For the purposes of this Agreement,
Confidential Information does not include information that is or becomes part of
the public domain, other than through McFadden's, Fraker's or SchoolWorks's
actions or inaction. Nothing in this section shall be construed to derogate from
the McFadden or Fraker's right to use general knowledge, know-how, or skills
that they have acquired prior to or during their employment or consultancy with
Beacon or to use the SchoolWorks Start-Up Schedule and Guide.

         12.      As it relates to the business of Beacon, Beacon shall own, and
McFadden and Fraker hereby transfer and assign to Beacon (to the extent
proprietary), all rights of, in and to any material and/or ideas and all results
and proceeds of their services to Beacon, or conceived of or produced during
their employment or engagement as a consultant, including but not limited to,
any data, creations or other work product (collectively, "Work Product").
Nothing in this section shall be construed to derogate from the McFadden or
Fraker's right to use general knowledge, know-how, or skills that they have
acquired prior to or during their employment or consultancy with Beacon.

         13.      Notwithstanding Section 12, Beacon hereby sells, assigns and
transfers all of its right, title and interest in and to a charter school
checklist start-up schedule and guide developed by McFadden and other Beacon
employees and consultants during 1997-98 and called SchoolWorks Start-Up
Schedule and Guide ("SchoolWorks Start-Up Schedule and Guide"), which is
attached as Exhibit D, including, without limitation, all trade names,
trademarks, copyrights and other intellectual property rights relating thereto.
Beacon grants to SchoolWorks only such rights as Beacon holds in SchoolWorks
Start-Up Schedule and Guide, and Beacon warrants only that it has not
transferred its interest in, nor has granted any security interest or lien on
SchoolWorks Start-up Schedule and Guide to any other party. SchoolWorks hereby
grants to Beacon a permanent license to use SchoolWorks Start-Up Schedule and
Guide, at no cost to Beacon, both internally within Beacon and with outside
parties in conjunction with Beacon's management of or services to schools, but
Beacon shall not sublicense, sell or otherwise transfer any rights to
SchoolWorks Start-Up Schedule and Guide to any third party. SchoolWorks grants


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to Beacon only such rights as SchoolWorks holds in SchoolWorks Start-Up Schedule
and Guide, and SchoolWorks does not warrant the extent or validity of such
rights in any way. SchoolWorks shall deliver to Beacon, in electronic form in
Microsoft Project 98 format, on or before July 15, a completed, updated copy of
SchoolWorks Start-Up Schedule and Guide. During the period July 1, 1998 through
June 30, 2002, SchoolWorks shall deliver to Beacon, within 10 days of
completion, all upgrades made to the to SchoolWorks Start-Up Schedule and Guide
by SchoolWorks or by any other party in any form or format (print or electronic)
on behalf of SchoolWorks. Beacon shall have the right to modify SchoolWorks
Start-Up Schedule and Guide for its own use, but shall, in all cases, continue
to refer to it as SchoolWorks Start-Up Schedule and Guide and shall provide
SchoolWorks access to the modifications made by Beacon. Beacon and SchoolWorks
shall cooperate with each in other in the continuing improvement of SchoolWorks
Start-Up Schedule and Guide. All modifications to of SchoolWorks Start-Up
Schedule and Guide by SchoolWorks or Beacon shall become the property of
SchoolWorks. The parties acknowledge that SchoolWorks intends in the future to
create separate aspects of the SchoolWorks product, which will encompass school
operating details, such as student handbooks, curriculum guides, employee
handbooks, etc. SchoolWorks has not agreed to license these parts of SchoolWorks
to Beacon. The parties also acknowledge that Beacon has, or intends in the
future to create products which encompass school operating details, such as
student handbooks, curriculum guides, employee handbooks, etc. Nothing in this
Agreement shall restrict Beacon from producing, using or selling such products,
and SchoolWorks shall have no rights to such products.

         14.      SchoolWorks shall develop and deliver to Beacon, according to
the schedule set forth on Exhibit B, a prototype education program for general
use in Beacon's schools. SchoolWorks shall cause Alan Fraker to oversee the
development of such education programs. SchoolWorks shall perform its services
in developing the education programs with the skill and care which would be
exercised by comparable qualified professionals performing similar services.
SchoolWorks shall work cooperatively with Beacon to develop the education
programs in a manner that meets Beacon's needs and standards. The scope and
format of the education programs delivered by SchoolWorks to Beacon shall be
meet the standards outlined in Exhibit B. The specific content of the education
programs delivered by SchoolWorks to Beacon shall be unique to this project. The
parties agree that the education programs, to the extent proprietary, shall be
the sole and absolute property of Beacon. Beacon shall reimburse SchoolWorks for
its reasonable, documented out-of-pocket costs such as mileage, travel and long
distance telephone costs associated with the delivery of such services.

         15,      SchoolWorks shall provide to Beacon, during the period July 1,
1998 through October 1, 1998, school development services as reasonably
necessary and appropriate for the start up of Rising Tide Charter School in
Plymouth, MA. SchoolWorks shall cause Ledyard McFadden to provide the services
to Rising Tide Charter School. SchoolWorks and McFadden shall perform these
services with the skill and care which would be exercised by comparable
qualified professionals performing similar services. SchoolWorks and McFadden
shall work cooperatively with Beacon to develop Rising Tide Charter School in a
manner that meets Beacon's reasonable needs and standards. Beacon shall, in
accordance with standard Beacon policy, reimburse SchoolWorks for its
reasonable, documented out-of-pocket costs such as mileage, travel and long
distance telephone costs associated with the delivery of such services. Until
October 1, 1998, Beacon shall also pay for McFadden's reasonable, basic monthly


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telephone, Internet service fees and car payments. SchoolWorks shall have
reasonable access to and support from Beacon staff in order to complete these
tasks.

         16.      SchoolWorks shall provide to Beacon, during the period July 1,
1998 through October 1, 1998, the following support services related to Beacon's
operation of Chelmsford Public Charter School in Chelmsford, MA: (a) completion
of the report to the Inspector General and (b) preparation of a draft document
to facilitate the search for a new facility for the school. SchoolWorks shall
cause Ledyard McFadden to provide these services to Chelmsford Public Charter
School. SchoolWorks and McFadden shall perform these services with the skill and
care which would be exercised by comparable qualified professionals performing
similar services. SchoolWorks and McFadden shall work cooperatively with Beacon
to assist Chelmsford Public Charter School. Beacon shall reimburse SchoolWorks
for its reasonable, documented out-of-pocket costs such as mileage, travel and
long distance telephone costs associated with the delivery of such services.

         17.      SchoolWorks shall assist Beacon during August 1998, with the
preparation of student scheduling at City on a Hill Charter School in Boston for
the 1998-99 school year. SchoolWorks shall perform these services with the skill
and care which would be exercised by comparable qualified professionals
performing similar services. SchoolWorks shall work cooperatively with Beacon to
assist City on a Hill Charter School. Beacon shall reimburse SchoolWorks for its
reasonable, documented out-of-pocket costs such as mileage, travel and long
distance telephone costs associated with the delivery of such services.
SchoolWorks shall have reasonable access to and support from Beacon staff in
order to complete these tasks.

         18.      Beacon hereby engages SchoolWorks, and SchoolWorks accepts
such engagement, as a subcontractor, to provide the services required under
Beacon's contract with Sojourner School, Inc. dated February 2, 1998. The
parties acknowledge that this arrangement does not constitute an assignment of
this contract (the Sojourner Contract) to SchoolWorks. All revenues received by
Beacon from the contract listed hereinabove shall be immediately paid from
Beacon to SchoolWorks without set-off or reduction. Beacon shall not be
responsible for any entity's failure to make payments to Beacon required under
this contract. SchoolWorks shall be responsible for all of its out-of-pocket and
other costs related to the provision of services under these contracts, except
to the extent that such costs are reimbursed by third parties in accordance with
the Sojourner Contract. SchoolWorks shall perform the services required under
the contract with the skill and care which would be exercised by comparable
qualified professionals performing similar services, and shall indemnify Beacon
against all claims related to this contract, except in the case of gross
negligence by Beacon. SchoolWorks shall have the right to list Sojourner School
as a client of SchoolWorks's through Beacon, provided that Sojourner School
agrees.

         19.      SchoolWorks shall have the right to list Beacon as a client in
SchoolWorks's marketing materials, and to inform potential customers that
SchoolWorks contributed to the creation of Beacon's prototype education program.
Notwithstanding the foregoing, Beacon shall own, and SchoolWorks does hereby
transfer and assign to Beacon (to the extent proprietary), all rights of, in and
to any material and/or ideas and all results and proceeds of SchoolWorks's
services to Beacon, or conceived of or produced under Section 14 of this
Agreement. The parties acknowledge that some of the individual elements of the
prototype education program (e.g. the


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concept of an accountability plan) produced for Beacon by SchoolWorks under
Section 14 of this Agreement are part of the public domain and therefore will
not be proprietary to Beacon and may be utilized hereinafter by SchoolWorks.
Notwithstanding the foregoing, SchoolWorks assigns to Beacon all SchoolWorks's
rights to the prototype education program considered as a whole.

         20.      Beacon and SchoolWorks agree to work together to develop
charter schools in Holyoke, MA and one other site in MA to be mutually agreed
upon by November 1, 1998, such schools to be opened in 1999. SchoolWorks shall
identify potential parties to organize such charter schools and shall assist
such entities with organizational activities, and with writing, presenting and
promoting the charter application. The applications shall be written by
SchoolWorks in a manner that facilitates Beacon's objective of obtaining a
contract to manage the schools and in accordance with the prototype education
program developed by SchoolWorks for Beacon in accordance with Section 10 herein
SchoolWorks shall perform these services with the skill and care which would be
exercised by comparable qualified professionals performing similar services. If,
after making diligent efforts to identify applicant groups and to secure
charters for these groups during the period from July 1, 1998 through March 31,
1999, SchoolWorks is unable to establish such organizations or to secure such
charters, then SchoolWorks shall not be required to continue its efforts on
behalf of Beacon to establish such organizations or secure such charters.
SchoolWorks shall not be required to deliver a completed charter application on
behalf of charter organization identifies herein that has not contracted with
Beacon, and shall not deliver such application without beacon's permission.
Beacon shall pay SchoolWorks a charter development fee of ten thousand dollars
($10,000) for each school if and when the school and Beacon enter into a Beacon
school management contract for charter school management services, and Beacon
shall pay SchoolWorks an additional charter development fee of thirty thousand
dollars ($30,000) if and when a charter is granted and the school has contracted
with Beacon to provide charter school management services. SchoolWorks shall not
enter into any contractual agreement with the applicant groups or charter
schools organized under this Section 20 without the written consent of Beacon
during the period July 1, 1998 through June 30, 2000.

         21.      For a period of eighteen months after execution of this
Agreement, SchoolWorks and McFadden shall not engage in as a principal, agent,
trustee, employee or stockholder or through the agency of any person,
corporation, partnership, association or agent or agency, in any business in
competition with the business of School Management conducted by the Beacon or
any of its affiliates. As used herein, the term School Management shall mean the
ongoing, general operation of any K- 12 school, but shall not encompass
consulting services in regard to discrete, limited aspects of a K-12 school's
operation, such as curriculum development or preparation of a charter
application or utilizing SchoolWorks Start-up Schedule and Guide in connection
with the opening of a school. Operations deemed to be School Management shall
include employment by SchoolWorks a majority of the staff at a school or the
assumption of responsibility by SchoolWorks, directly or indirectly, for a
majority of the day-to-day operating decisions at a school after the school is
in operation. Notwithstanding anything herein, SchoolWorks and McFadden shall
not be precluded from owning up to 5% of the outstanding capital stock of a
competing business whose stock is traded on a national securities exchange or
over the counter.


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         22.      SchoolWorks shall not take any action that causes Beacon to be
in violation of its agreement with Beacon Educational Resources dated June 16,
1998, which agreement stipulates, among other things, that until June 15, 2000,
no affiliate of Beacon shall market products and services specifically designed
for integrating instructional technology into the curriculum in the states of
Massachusetts, Connecticut, Rhode Island, Vermont, New Hampshire or Maine,
whether by paid advertisements, direct mail or any other form of advertising.
This section shall not be deemed to imply that SchoolWorks is, in any way, an
affiliate of Beacon.

         23.      For a period of eighteen (18) months after execution of this
Agreement, Beacon shall not engage in as a principal, agent, trustee, employee
or stockholder or through the agency of any person, corporation, partnership,
association or agent or agency, in any business in competition with the business
of K-12 Education Consulting conducted by the SchoolWorks or any of its
affiliates in Massachusetts, Connecticut, Rhode Island, New Jersey, New York,
Pennsylvania, New Hampshire, Vermont and Maine without the written consent of
SchoolWorks. As used herein, the term K-12 Education Consulting shall mean
limited consulting services in regard to discrete aspects of a K-12 school's
operation, such as curriculum development or preparation of a charter
application, but the term K-12 Education Consulting shall not encompass the
ongoing, general operation of any K-12 school. Notwithstanding anything herein,
Beacon shall not be precluded from providing any level or type of consulting
services to City on a Hill Charter School in Boston, Massachusetts.
Notwithstanding anything herein, Beacon shall not be precluded from owning up to
5% of the outstanding capital stock of a competing business whose stock is
traded on a national securities exchange or over the counter.

         24.      McFadden and SchoolWorks agree that for eighteen (18) months
after execution of this Agreement, McFadden and SchoolWorks shall not, directly
or indirectly, individually or on behalf of any other person or entity, do any
of the following:

                  (a)      Call upon, solicit, or attempt to solicit customers
         to transfer their patronage from Beacon to any other business, firm or
         entity engaged in activities which are directly or indirectly
         competitive with those conducted by Beacon;

                  (b)      Call upon, solicit, or attempt to solicit any
         employee of Beacon in an attempt to hire such employee or to induce
         such employee to resign;

                  (c)      Aid or agree to aid any competitor, customer or
         supplier of Beacon in any attempt to hire any employee of Beacon

         For the purposes of this section, "Customer" means any individual or
entity (including, without limitation, any school, educational board, or
educational institution, Employee, or Employee consulting group) to whom Beacon
is engaged under active contract, directly or indirectly, to provide any
management services (without regard as to whom is billed for such services).
"Customer" shall also include the entities listed on Exhibit C.

         25.      Beacon agrees that for eighteen (18) months after execution of
this Agreement, Beacon shall not, directly or indirectly, individually or on
behalf of any other person or entity, do any of the following:


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                  (a)      Call upon, solicit, or attempt to solicit customers
         to transfer their patronage from SchoolWorks to any other business,
         firm or entity engaged in activities which are directly or indirectly
         competitive with those conducted by SchoolWorks;

                  (b)      Call upon, solicit, or attempt to solicit any
         employee of SchoolWorks in an attempt to hire such employee or to
         induce such employee to resign;

                  (c)      Aid or agree to aid any competitor, customer or
         supplier of SchoolWorks in any attempt to hire any employee of
         SchoolWorks

For the purposes of this section, "Customer" means any individual or entity
(including, without limitation, any school, educational board, or educational
institution, Employee, or Employee consulting group) to whom SchoolWorks
directly or indirectly provides any consulting services (without regard as to
whom is billed for such services).

         26.      The parties acknowledge that (a) no inducement other than
those stated in this Agreement have been made in entering into this Agreement;
(b) they have not relied upon representations, warranties, promises or
conditions made by the other party not set forth in this Agreement; (c) they
have executed this Agreement after independent investigation and without fraud,
duress or undue influence; and (d) they have been represented independently by
legal counsel during the negotiation of this Agreement and have executed this
Agreement after consulting with their legal counsel.

         27.      The parties shall keep the terms and conditions of this
Agreement confidential and shall not publicize its existence or disclose its
terms or conditions to any third party without the consent of the other.
Notwithstanding the foregoing, the parties may disclose the terms of this
Agreement as required by statue, regulation or court order, to their respective
insurers, auditors, accountants, attorneys, regulators, representatives of the
Internal Revenue Service or any other agency responsible for the collection of
local, state or federal taxes to the extent reasonably necessary for tax or
related purposes. Notwithstanding anything herein, Beacon and SchoolWorks shall
jointly issue a mutually agreeable press release on or about October 1, 1998,
which shall generally describe the relationship of Beacon and SchoolWorks, and
their respective plans going forward. Nothing in this section shall at any time
preclude SchoolWorks from describing its operations to potential customers.

         28.      This Agreement, together with Exhibits A, B, C and D, is the
only agreement between the parties concerning its subject matter. There are no
oral agreements or understandings. This Agreement cannot be amended, modified or
supplemented except by a writing executed by both parties. No provision of this
Agreement may be waived except in writing executed by the party granting the
waiver. Notwithstanding the foregoing, Beacon and McFadden acknowledge that, by
separate agreements, McFadden is simultaneously making an equity investment of
$275,000 in Beacon.

         29.      This Agreement shall be subject to, governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts without regard
to any choice of law principle that would dictate the application of the law of
another jurisdiction.


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         30.      Each party shall bear its own costs and attorneys' fees
arising out of or related to the preparation, review and execution of this
Agreement.

         31.      This Agreement shall be binding upon and inure to the benefits
of the parties, their successors, assigns, subsidiaries, licenses and
affiliates. The Agreement may not be assigned by either party without he prior
written consent of the other party.

         32.      The parties will attempt in good faith to resolve any
controversy or claim arising out of this Agreement promptly by negotiations
between the parties.

                  (a)      The disputing party shall give the other party
         written notice of the dispute. Within 20 days after receipt of the
         notice, the receiving party shall submit to the disputing party a
         written response. The notice and response shall include a statement of
         each party's position and a summary of the evidence and argument
         supporting its position.

                  (b)      The parties shall meet at a mutually acceptable time
         and place within 30 days after the date of the disputing party's notice
         and thereafter as often as they reasonably deem necessary to exchange
         relevant information and to attempt to resolve the dispute.

                  (c)      If the matter has not been resolved within 60 days
         after the disputing party's notice, or if the receiving party does not
         submit a written response within 20 days or will not meet with the
         disputing party within 30 days after the date of the disputing party's
         notice, the matter shall be settled by arbitration in accordance with
         whatever procedures upon which the parties agree, provided, however,
         that if the parties cannot agree upon a procedure for the arbitration
         within 30 days after the date of the disputing party's notice, the
         matter shall be submitted for arbitration in accordance with the
         Commercial Arbitration Rules of the American Arbitration Association
         ("AAA"), as amended and in effect on the date that demand for
         arbitration is filed with the AAA. Each party shall select one
         arbitrator. The arbitrators' ruling shall be binding and conclusive
         upon the parties to the arbitration to the fullest extend permitted by
         law. Any arbitration shall occur in Boston, Massachusetts, and judgment
         upon the award rendered may be entered in any court having
         jurisdiction. The arbitrators shall be governed by and shall apply the
         substantive law of the Commonwealth of Massachusetts in making their
         award and their ruling shall be binding and conclusive upon the
         parties. In addition to actual damages, the arbitrators are empowered
         to award reasonable attorney's fees and costs, including but not
         limited to the expenses of the arbitration, to the prevailing party. In
         the absence of an award to the prevailing party, the expenses of the
         arbitration shall be borne equally by the parties to the arbitration.

                  (d)      The procedures specified in this paragraph shall be
         the sole and exclusive procedures for the resolution of disputes
         between the parties arising out of or relating to this Agreement,
         provided, however, that a party may seek a preliminary injunction or
         other preliminary judicial relief if, in its judgment, that action is
         necessary to avoid irreparable damage. Despite the seeking of
         preliminary judicial relief, the parties will continue to participate
         in good faith in the procedures specified in this paragraph. All


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         applicable statues of limitation shall be tolled while the procedures
         specified in this paragraph are pending. The parties will take any
         actions required to effectuate the tolling.

         33.      All notices required by this Agreement shall be in writing
and shall be served by sending the notice first class mail, postage prepaid to
the address of each party specified at the beginning of this Agreement or to any
other address designated by either party in writing. In the alternative, a copy
of any notice may be sent by electronic mail or by facsimile with a confirming
copy by first class mail, postage prepaid. Notices sent by first class mail
shall be effective on the third day after mailing. Notices sent by facsimile or
electronic mail shall be effective on the date they are sent if they are sent
between 12:00:01 a.m. and 5:00 p.m. in the recipient's time zone and shall be
effective the following day if sent between 5:00 p.m. and Midnight.

         34.      If any provision of this Agreement shall be held to be invalid
or unenforceable to any extent, the remainder of this Agreement shall not be
affected by the invalidity or unenforceability and shall be enforced to the
greatest extent permitted by law consistent with the intention of the parties.

         35.      Each party represents and warrants that the person executing
this Agreement on its behalf has the full right, power and authority to do so
and to bind the company by his signature.

         36.      This Agreement may be executed in counterparts, all of which,
when taken together, should constitute one agreement with the same force and
effect as if all signatures had been entered on one document.

         37.      Beacon, McFadden, Fraker and SchoolWorks hereby agree that any
liability of McFadden, Fraker or SchoolWorks hereunder for any point of any
provision of this Agreement shall be several and not joint and several.


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BEACON EDUCATION MANAGEMENT, LLC             SCHOOLWORKS, LLC.


By:   /s/ William R. DeLoache, Jr.           By:   /s/ Ledyard McFadden
    -------------------------------------        ------------------------------
      William R. DeLoache, Jr., Chairman           Ledyard McFadden, President




LEDYARD MCFADDEN, INDIVIDUALLY

      /s/ Ledyard McFadden
-----------------------------------------
Ledyard McFadden



ALAN FRAKER, INDIVIDUALLY

      /s/ Alan Fraker
-----------------------------------------
Alan Fraker




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