<PAGE>

EXHIBIT 10.18
                              EMPLOYMENT AGREEMENT

         This employment agreement (the "Agreement"), to be effective on January
6, 2004 (the "Effective Date"), by and between EDT Learning, Inc., a Delaware
corporation (the "Company"), and Nathan Cocozza ("Employee").

         WHEREAS, the Company wishes to offer employment to Employee on the
terms and conditions expressed herein; and,

         WHEREAS, the Employee wishes to accept employment with the Company on
the terms and conditions described herein;

         NOW THEREFORE, in consideration of the mutual premises and conditions
contained herein, including the recitals hereto, which, by this reference, are
incorporated herein and made a part hereof, the parties agree as follows:

1.       EMPLOYMENT. The Company hereby agrees to employ Employee, and Employee
         hereby accepts employment by the Company, upon the terms and subject to
         the conditions hereinafter set forth.

2.       DUTIES. Employee shall serve as the Senior Vice President of Sales of
         the Company (the "Position") reporting to the Company's President.
         Employee's duties and powers shall be those consistent with the
         Position, with such additional duties or titles as determined necessary
         and appropriate from time to time by the Company's President. Employee
         agrees to devote his full time, attention and best efforts to the
         Company in the performance of Employee's duties. All of the Employee's
         powers and authorities shall be subject to the reasonable direction and
         control of the Company's President. Employee acknowledges that the
         executive offices of the Company will be located in Phoenix, Arizona
         and he shall perform his duties under this Agreement from those
         offices.

3.       TERM. Unless earlier terminated in accordance with Section 6 hereof,
         the term of this Agreement shall be for one (1) year (the "Term"),
         beginning on the Effective Date. This Agreement may be extend and
         renewed at the Company's election for an additional one (1) year term
         by providing to Employee notice of the Company's intent to renew no
         later than sixty (60) days prior to the first annual anniversary of the
         Effective Date. If this Agreement is extended and renewed beyond the
         second anniversary date of the Effective Date, the parties agree to
         renegotiate an increase in Employee's Base Salary as defined in Section
         4 below.

4.       COMPENSATION AND BENEFITS. In consideration for the services of the
         Employee hereunder, the Company will compensate Employee as follows:

         a.       BASE SALARY. Beginning with the Effective Date and continuing
                  thereafter until this Agreement is terminated, Employee shall
                  receive a monthly minimum base salary (the "Base Salary")
                  equal to fourteen thousand five hundred eighty three and
                  34/100 dollars ($14,583.34) per month. Employee's Base Salary
                  shall be paid in accordance with Company's standard policy
                  regarding payment of compensation to employees but no less
                  frequently than monthly.

         b.       BONUS. Commencing with the Effective Date and continuing
                  thereafter until this Agreement is terminated, Employee will
                  be eligible to receive a yearly cash bonus equal to one
                  hundred thousand and 00/100 dollars ($100,000.00) (the
                  "Bonus"). Sixty percent (60%) of the Bonus is to be paid

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                  quarterly based upon the achievement of established quarterly
                  targets and forty percent (40%) of the Bonus is to be paid
                  based upon the achievement of established annual targets, with
                  such annual targets measured during the period beginning April
                  1, 2004 through March 31, 2005 and during the subsequent
                  fiscal year upon renewal of this Agreement, if any, with such
                  targets and payment terms determined in writing by Employee
                  and the Company, but in no event will the quarterly or annual
                  targets be greater than those assigned to the Company's senior
                  management team. Notwithstanding anything to the contrary
                  herein or contained in the writing related hereto, any
                  quarterly Bonus due to Employee shall be due up to and
                  including the termination date of this Agreement, but no Bonus
                  shall accrue after the termination date of this Agreement.
                  Furthermore, if the Employee is terminated (other than "for
                  cause") prior to the end of the third quarter of the Company's
                  fiscal year, then the annual Bonus shall not be due, but if
                  the Employee is terminated (other than "for cause") during the
                  fourth quarter of the Company's fiscal year then the accrued
                  but unpaid annual Bonus through and including the termination
                  date shall be due and payable. By way of example but not
                  limitation, should Employee accrue a bonus for the quarter
                  ending September 30th and then this Agreement be terminated on
                  October 15th, then the bonus for the quarter beginning in
                  October shall be paid on a pro-rata basis and the annual bonus
                  shall not be due or payable.

         c.       BENEFITS. The Company shall grant Employee options to purchase
                  shares of the Company's Common Stock in such amounts, with
                  such vesting and at such prices as determined by the President
                  all in accordance with the terms of the Company's standard
                  form stock option agreement. In addition, during the term of
                  this Agreement, Employee shall be allowed to participate in,
                  and be entitled to benefits, plans and programs, including
                  improvements or modifications of the same, which are now, or
                  may hereafter be, those available to officers or employees of
                  a like position. Employee shall be entitled to medical, dental
                  and retirement benefits which are generally made available to
                  employees of a like position, and specifically Company will
                  pay the total premium costs associated with the medical and
                  dental insurance, not including deductibles and/or
                  co-payments, covering the health of Employee, Employee's
                  spouse and Employee's dependants. Medical, dental and
                  disability insurance shall become effective ten (10) days
                  after the Effective Date. During each year of his employment
                  Employee shall be entitled to fifteen (15) days of vacation,
                  and such other days of compensated absences, (i.e. sick leave
                  or personal days) in accordance with the Company's policies
                  and procedures as determined from time to time by the
                  President.

5.       EXPENSES. It is acknowledged by the parties that Employee, in
         connection with the services to be performed by him pursuant to the
         terms of this Agreement, will be required to make payments for travel,
         meals, hotel, entertainment of business associates, mobile telephone
         and similar expenses (the "Out of Pocket Expenses"). The Company will
         reimburse Employee for all reasonable and necessary Out of Pocket
         Expenses incurred by Employee in the performance of his duties.
         Employee will comply with such budget limitations, approval and
         reporting requirements with respect to such Out of Pocket Expenses as
         the Company may establish from time to time.

6.       TERMINATION. Employee's employment will begin on the Effective Date and
         continue until the end of the Term, including any renewals thereof,
         except that the employment of Employee hereunder will terminate upon
         the occurrence of the following events:

         a.       BY EMPLOYEE. Employee's employment will terminate upon
                  Employee's notice to Company, in writing at least thirty (30)
                  days prior to Employee's last day of employment, of Employee's
                  intent to terminate this Agreement. In the event of the

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                  termination of this Agreement pursuant to this sub-section
                  6(a), Employee will not be entitled to any Severance Amount
                  (as hereinafter defined) or further consideration, except for
                  any portion of the Base Salary accrued but unpaid from the
                  last monthly payment date to the date of termination and
                  expense reimbursements under Section 5 hereof for expenses
                  incurred in the performance of his duties hereunder prior to
                  termination.

         b.       DEATH OR DISABILITY. Employee's employment will terminate
                  immediately upon the death of Employee during the term of his
                  employment hereunder or, at the option of the Company, in the
                  event of Employee's disability, upon 30 days notice to
                  Employee. Employee will be deemed "disabled" if, as a result
                  of Employee's incapacity due to physical or mental illness,
                  Employee shall have been continuously absent from his duties
                  with the company on a full-time basis for 120 consecutive
                  business days, and Employee shall not reasonably be expected
                  to be able to resume his duties within 60 days of the end of
                  such 120 day period. In the event of the termination of this
                  Agreement pursuant to this subsection 6(b), Employee will not
                  be entitled to any Severance Amount (as hereinafter defined)
                  or other compensation except for any portion of his Base
                  Salary accrued but unpaid from the last monthly payment date
                  to the date of termination and expense reimbursements under
                  Section 5 hereof or for expenses incurred in the performance
                  of his duties hereunder prior to termination.

         c.       FOR CAUSE. The Company may terminate the Employee's employment
                  "for cause" immediately upon written notice by the Company to
                  Employee. For purposes of this Agreement, a termination will
                  be for Cause if: (i) Employee willfully and continuously fails
                  to perform his duties with the Company (other than any such
                  failure resulting from incapacity due to physical or mental
                  illness); (ii) Employee willfully engages in gross misconduct
                  materially and demonstrably injurious to the Company; (iii)
                  Employee has been convicted of a felony which the President
                  reasonably believes will result in injury to the Company or
                  which would disqualify employee for coverage by the Company's
                  surety bond; (iv) Employee materially breaches the
                  representations contained in Section 9 (Employee
                  Representations) after written notice and failure to cure such
                  breach. In the event of the termination of this Agreement
                  pursuant to this sub-section 6(c), Employee will not be
                  entitled to any Severance Amount (as hereinafter defined) or
                  further consideration, except for any portion of the Base
                  Salary accrued but unpaid from the last monthly payment date
                  to the date of termination and expense reimbursements under
                  Section 5 hereof for expenses incurred in the performance of
                  his duties hereunder prior to termination.

         d.       BY COMPANY WITHOUT CAUSE. The Company may terminate this
                  Agreement during the Term at any time for any reason "without
                  cause." In the event of the termination of this Agreement
                  pursuant to this subsection 6(d) and only in that event, then
                  the Company will pay Employee, as Employee's sole remedy in
                  connection with such termination, severance (the "Severance
                  Amount"); (i) if in the first twelve (12) months of the
                  Agreement an amount determined by multiplying Employee's
                  monthly Base Salary by six (6) months or (ii) if after the
                  first twelve (12) months of the Agreement an amount determined
                  by multiplying Employee's monthly Base Salary by nine (9)
                  months. The Company will also pay Employee the portion of his
                  Base Salary and Bonus accrued but unpaid from the last monthly
                  payment date to the date of termination and expense
                  reimbursements under Section 5 hereof for expenses incurred in
                  the performance of his duties hereunder prior to termination.
                  The Company will also pay the total premium costs associated
                  with the medical and dental insurance, not including
                  deductibles and/or co-payments, covering the health of
                  Employee, Employee's spouse, and Employee's dependants for six
                  (6) months after the termination date or until employee
                  obtains other medical and dental insurance, whichever occurs
                  first. The Company will pay the Severance Amount in a lump sum

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                  and within thirty (30) days of the Employee's last day of
                  employment. The Company will not be entitled to offset or
                  mitigate the amount due under this subsection by any other
                  amounts payable to Employee, including amounts payable or paid
                  to Employee by third parties for Employee's services after the
                  date of termination, except as provided for otherwise in
                  Section 10(b) hereinafter.

         e.       CHANGE OF CONTROL. A "Change of Control" shall be deemed to
                  have occurred: (i) when in a single transaction or a series of
                  transactions a change of stock ownership of the Company of a
                  nature that would be required to be reported in response to
                  Item 6(e) of Schedule 14A promulgated under the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act"), and any
                  successor item of a similar nature has occurred; (ii) upon the
                  acquisition of beneficial ownership, directly or indirectly,
                  by any person (as such term is used in Section 13(d) and
                  14(d)(2) of the Exchange Act of securities of the Company) in
                  a single transaction or a series of transactions representing
                  thirty three percent (33%) or more of the combined voting
                  power of the Company's then outstanding securities; or (iii)
                  sale of substantially all of the assets of the Company in a
                  single transaction or a series of transactions; provided that
                  a Change in Control will not be deemed to have occurred for
                  purposes of clauses (i) and (ii) hereof with respect to any
                  person meeting the requirements of Rule 13d-1(b)(1)
                  promulgated under the Securities Exchange Act of 1934, as
                  amended.

7.       STOCK OPTIONS. Employee shall be granted within ten (10) days of the
         Effective Date, an option (the "Option") to purchase from the Company
         all or any part of a total of 200,000 shares of the Company's Common
         Stock, par value $.001 per share, at an exercise price equal to the
         closing price of the Company's Common stock on the date of grant (the
         "Date of Grant") of the Option. The Option is an "incentive stock
         option" within the meaning of Section 422 of the Internal Revenue Code.
         The Option will expire on the day prior to the tenth (10th) anniversary
         of the Date of Grant, or such earlier date as may be provided in the
         1997 Stock Compensation Plan (the "Plan"). Subject to the provisions of
         Plan, the Option may be exercised as follows; on the date that is six
         (6) months from the Effective Date, twenty-five percent (25.000%) of
         the options granted shall be vested, and thereafter beginning on the
         first day of the seventh month after the Effective Date, one
         thirty-sixth (1/36) of the remaining portion shall vest on the first
         day of each month, from month to month, until fully vested. In addition
         to the foregoing stock option grant, Employee will be eligible to
         participate in the Company's stock option plan and therefore deligible
         for an annual grant of additional stock options, if any, that are
         awarded to all of the Company's employees. If Employee is terminated
         "for cause" under Section 6(c) above, then the effect of the
         termination of the Employee's employment on such options shall be
         determined by the terms of the Plan under which the options are issued
         and the option agreement related to such options, except that Employee
         shall retain those options which are already vested and shall have
         ninety (90) days to exercise those vested options. Notwithstanding
         anything to the contrary herein or in any option agreement, in the
         event of a Change of Control, then the Options issued and outstanding
         to Employee shall immediately vest (100%), and the Employee may
         exercise his options at any time during the original term of the option
         agreement (as defined therein), and such termination of this Agreement
         shall not cause termination or expiration of the Options.

8.       CONFIDENTIAL INFORMATION. Employee recognizes and acknowledges that
         certain assets of the Company and its affiliates, including without
         limitation information regarding customers, pricing policies, methods
         of operation, proprietary computer programs, sales, products, profits,
         costs, markets, key personnel, formulae, product applications,
         technical processes, and trade secrets (herein called "Confidential
         Information") are valuable, special and unique assets of the Company
         and its affiliates. Employee will not, during or after the term of his
         employment, disclose any of the Confidential Information to any person,

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         firm, corporation, association, or any other entity for any reason or
         purpose whatsoever, directly or indirectly, except as may be required
         pursuant to his employment hereunder, unless and until such
         Confidential Information becomes publicly available other than as a
         consequence of the breach by Employee of his confidentiality
         obligations hereunder. In the Event of the termination of his
         employment, whether voluntary or involuntary, and whether by the
         Company or Employee, Employee will deliver to the Company all documents
         and data pertaining to the Confidential Information and will not take
         with him any documents or data of any kind or any reproductions (in
         whole or in part) of any items relating to the Confidential
         Information.

9.       REPRESENTATIONS OF EMPLOYEE.

         a.       NON-COMPETITION. For the period beginning with the Effective
                  Date and continuing thereafter until, (x) if before the first
                  annual anniversary of the Effective Date the expiration of six
                  (6) months after termination of Employee's employment with the
                  Company, or (y) if after the first annual anniversary of the
                  Effective Date the expiration of nine (9) months after
                  termination of Employee's employment with the Company, then
                  Employee covenants, warrants and represents that he will not:
                  (i) engage directly or indirectly, alone or as a shareholder,
                  partner, officer, director, employee or consultant of any
                  other business organization that engages in any business
                  activities that are directly competitive with the Company;
                  (ii) divert to any competitor of the Company any customer of
                  the Company or induce a customer to cease doing business with
                  the Company or, (iii) solicit or encourage any employee of the
                  Company to leave their employment with the Company or seek
                  employment by or with any competitor of the Company. The
                  parties hereto acknowledge that Employee's non-competition
                  obligations hereunder will not preclude Employee from (i)
                  owning less than 5% of the common stock of any publicly traded
                  corporation conducting business activities that are
                  competitive with the Company or (ii) serving as an officer,
                  director, stockholder or employee of an entity whose business
                  operations are not competitive with those of the Company.
                  Employee will continue to be bound by the provisions of this
                  Section 9 until their expiration and will not be entitled to
                  any compensation from the Company with respect thereto. If at
                  any time the provisions of this Section 9 are determined to be
                  invalid or unenforceable, by reason of being vague or
                  unreasonable as to area, duration or scope of activity, this
                  Section 9 will be considered divisible and will become and be
                  immediately amended to only such area, duration, scope of
                  activity as will be determined to be reasonable and
                  enforceable by the court or other body having jurisdiction
                  over the matter; and Employee agrees that this Section 9 as so
                  amended will be valid and binding as though any invalid or
                  unenforceable provision had not been included herein.

         b.       GENERAL REPRESENTATIONS. As of the Effective Date, Employee
                  expressly warrants and represents to the Company that: (i) All
                  employment agreements, employment letters or employment
                  relationships, whether as an employee or as an independent
                  contractor, have been terminated (ii) The execution and
                  delivery of this Agreement does not violate any provision of
                  any existing employment agreement to which Employee is a party
                  and which on the Effective Date remain in effect; and (iii)
                  Employee is not (by virtue of any act or omission) in
                  violation of any non-competition or like covenant that would
                  have the effect of prohibiting Employee from lawfully engaging
                  in the activities contemplated by this Agreement.

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10.      GENERAL.

         a.       NOTICES. All notices and other communications hereunder will
                  be in writing or by written telecommunication, and will be
                  deemed to have been duly given if delivered personally or if
                  mailed by certified mail, return receipt requested or by
                  written telecommunication, to the relevant address set forth
                  below, or to such other address as the recipient of such
                  notice or communication will have specified to the other party
                  hereto in accordance with this Section 10(a):
<TABLE>
<CAPTION>
<S>     <C>
                      If to the Company, to:                    If to Employee:

                      EDT Learning, Inc.                        Nathan Cocozza
                      2999 N. 44th Street, Suite 650            15131 East Twilight View Drive
                      Phoenix, Arizona 85018                    Fountain Hills, Arizona 85268
                      Attn: President
                      Fax No.: (602) 952-0544
</TABLE>

         b.       WITHHOLDING AND OFFSET. All payments required to be made by
                  the Company under this Agreement to Employee will be subject
                  to the withholding of such amounts, if any, relating to
                  federal, state and local taxes as may be required by law. No
                  payment under this Agreement will be subject to offset or
                  reduction attributable to any amount Employee may owe to the
                  Company or any other person.

         c.       EQUITABLE REMEDIES. Each of the parties hereto acknowledges
                  and agrees that upon any breach by Employee of his obligations
                  under any of the Sections 8 and 9 hereof, the Company will
                  have no adequate remedy at law, and accordingly will be
                  entitled to specific performance and other appropriate
                  injunctive and equitable relief.

         d.       SEVERABILITY. If any provision of this Agreement is held to be
                  illegal, invalid or unenforceable, such provision will be
                  fully severable and this Agreement will be construed and
                  enforced as if such illegal, invalid or unenforceable
                  provision never comprised a part hereof; and the remaining
                  provisions hereof will remain in full force and effect and
                  will not be affected by the illegal, invalid or unenforceable
                  provision or by its severance herefrom. Furthermore, in lieu
                  of such illegal, invalid or unenforceable provision, there
                  will be added automatically as part of this Agreement a
                  provision as similar in its terms to such illegal, invalid or
                  unenforceable provision as may be possible and be legal, valid
                  and enforceable. Any and all covenants and obligations of
                  either party hereto which by their terms or by reasonable
                  implication are to be performed, in whole or in part, after
                  the termination of this Agreement, shall survive such
                  termination, including specifically the obligations arising
                  under Sections: 6, 7, 8 and 9.

         e.       WAIVERS. No delay or omission by either party hereto in
                  exercising any right, power or privilege hereunder will impair
                  such right, power or privilege, nor will any single or partial
                  exercise of any such right, power or privilege preclude any
                  further exercise thereof or the exercise of any other right,
                  power or privilege.

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         f.       COUNTERPARTS. This Agreement may be executed in multiple
                  counterparts, each of which will be deemed an original, and
                  all of which together will constitute one and the same
                  instrument.

         g.       CAPTIONS. The captions in this Agreement are for convenience
                  of reference only and will not limit or otherwise affect any
                  of the terms or provisions hereof.

         h.       REFERENCE TO AGREEMENT. Use of the words "herein," "hereof,"
                  "hereto " and the like in this Agreement refer to this
                  Agreement only as a whole and not to any particular subsection
                  or provision of this Agreement, unless otherwise noted.

         i.       BINDING AGREEMENT. This Agreement will be binding upon and
                  inure to the benefit of the parties and will be enforceable by
                  the personal representatives and heirs of Employee and the
                  successors of the Company. If Employee dies while any amounts
                  would still be payable to him hereunder, such amounts will be
                  paid to Employee's estate. This Agreement is not otherwise
                  assignable by Employee.

         j.       ENTIRE AGREEMENT. Except as provided in the benefit plans and
                  programs referenced herein, this Agreement contains the entire
                  understanding of the parties, supersedes all prior agreements
                  and understandings relating to the subject matter hereof and
                  may not be amended except by a written instrument hereafter
                  signed by each of the parties hereto. Any modification of this
                  Agreement shall be effective only if it is in writing and
                  signed by the parties hereto.

         k.       GOVERNING LAW. This Agreement and the performance hereof will
                  be construed and governed in accordance with the laws of the
                  State of Arizona, without regard to its choice of law
                  principles.

         l.       ATTORNEYS' FEES. If legal action is commenced by either party
                  to enforce or defend its rights under this Agreement, the
                  prevailing party in such action shall be entitled to recover
                  its court costs and reasonable attorneys' fees, including
                  expert witnesses fees actually incurred which shall be awarded
                  to the that party, in addition to any other relief granted.

         m.       AUTHORITY. The signatories to this Agreement represent and
                  warrant that such signatory has the authority to enter into
                  this Agreement, and that neither that signatory nor the party
                  on whose behalf this Agreement may be signed has assigned any
                  claims related to the parties' relationship or this Agreement
                  to any person or entity.

11.  BINDING ARBITRATION. Any controversy or claim arising out of or relating to
     this Agreement, or breach thereof, shall be settled exclusively by
     arbitration in Phoenix, Arizona, in accordance with the Commercial
     Arbitration Rules of the American Arbitration Association then in effect. A
     sole arbitrator shall conduct Arbitration and he or she shall render his or
     her award within forty five (45) days of appointment. Judgment upon the
     award rendered by the arbitrator may be entered in, and enforced by, any
     court having jurisdiction thereof. The award of the arbitrator may grant
     any relief available to the parties in law or in equity; and the award may
     contain a provision for payment of costs and attorney's fees to the
     prevailing party, if any.

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         EXECUTED to be effective as of the Effective Date first written above.


EDT LEARNING, INC.                       EMPLOYEE:
                                         NATHAN COCOZZA



By: ______________________________       By: ___________________________________
       James M. Powers, Jr.,
       President


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