VIRTUAL ACADEMICS.COM, Inc.

                          6421 Congress Ave, Suite 201
                            Boca Raton, Florida 33487






Mr. Steven Bettinger
Virtual Academics.com, Inc.
6421 Congress Avenue, Suite 201
Boca Raton, FL 33487

Re: Offer of Employment:

Dear Steven:

         On behalf of Virtual Academics.com, Inc. ("company"), I am pleased to
offer you the position of President and Chief Executive Officer. In this
capacity, your responsibilities will include the daily supervision of all of the
company's operations, including business development, academic integrity of its
online courses, investor relations, positioning of its global market share and
human resource management. You will report directly to the Chairman of the Board
and the board of directors of the company. This letter clarifies and confirms
other terms of your employment with the company.


I.       Start Date.  Your employment will start on the date written below.

II.      Salary. Your base annual salary will be $250,000, payable in accordance
         with the company's standard payroll practice and subject to applicable
         withholding taxes. Because your position is exempt from overtime pay,
         your salary will compensate you for all hours worked. Your base salary
         will be reviewed periodically by the company's board of directors or
         its compensation committee, and any increases will be effective as of
         the date determined by the board or compensation committee.

III.     Stock Options. In addition to the compensation above, you will be
         entitled to receive options to purchase 100,000 shares of common stock
         of the company each year of your employment with the company. The
         options will be exercisable at a price equal to the fair market value
         of the common stock on the date of grant. This stock will bear
         appropriate restrictive legends under the Securities Act of 1933, as
         amended, and will be payable at year end of each year in which you are
         entitled to receive the options.

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IV.      Bonus. In addition to your base salary, you will be eligible to receive
         an annual bonus, at the sole discretion of the board of directors. The
         bonus may take the form of cash, options to purchase common stock of
         the company or restricted stock of the company.

V.       Benefits.  You will also be entitled, during the term of your
         employment, to such vacation, medical and other employee benefits as
         the company may offer from time to time, subject to applicable
         eligibility requirements.  The company reserves the right to make any
         modification to this benefits package that it deems appropriate. You
         are also entitled to a company car.

VI.      Term and Termination . The term of this agreement is 24 months, subject
         to automatic renewals of 12-month terms unless terminated by the
         company or you with 30 days' prior written notice to the company's
         board of directors. The company may terminate you with or without
         cause. The following constitutes "cause":

         A.  Any act of fraud or embezzlement;

         B.  Your conviction of any felony involving an act of dishonesty, moral
             turpitude, deceit or fraud;

         C.  Any act of dishonesty or misconduct (whether in connection with
             your responsibilities as an employee of the company or otherwise)
             that either materially impairs the company's business, goodwill or
             reputation or materially compromises your ability to represent the
             company with the public;  or

         D.  Your material failure to perform your lawful duties to the company
             after receiving written notice from the board of directors
             describing such failure in reasonable detail.


VII.     Additional Provisions. Your acceptance of this offer will bind you to
         accepting the terms of your employment described in this letter. You
         indicate your acceptance by signing both copies of this letter, keeping
         one copy for your files. This letter supercedes any and all previous
         offers, discussions or other communications, including electronic
         communications and including the employment letter dated December 1st,
         1999, you may have had with the company. Any modifications must be in
         writing and signed by both parties.
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                  We are excited about your joining us, and look forward to a
         profitable and mutually beneficial working relationship.


                                                      Sincerely,
         Dated as of January 1, 2001


                                                       Robert K. Bettinger
                                                       Chairman of the Board and
                                                       Secretary

         ACCEPTANCE

         I accept employment with Virtual Academics.com,  Inc. under the terms
         set forth in this letter:




         Steven M. Bettinger