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                                                                   Exhibit 10.22
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AMENDMENT NUMBER THREE TO THAT LEASE AGREEMENT DATED MARCH 23, 1999 BETWEEN RYAN
OAKS, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, BY APSARA, INC., A CALIFORNIA
CORPORATION, ITS MANAGING MEMBER (AS SUCCESSOR-IN-INTEREST TO SPIEKER
PROPERTIES, L.P., A CALIFORNIA LIMITED PARTNERSHIP), AS LANDLORD, AND
LEARNINGSTAR CORPORATION, A DELAWARE CORPORATION, AS TENANT FOR PREMISES LOCATED
AT 2 LOWER RAGSDALE DRIVE, SUITE 200, MONTEREY, CALIFORNIA.

The above described Lease Agreement will be amended as follows to provide
Tenant's installation of a cooling-only air conditioning unit:

1.   Tenant shall, at Tenant's sole cost and expense, install a cooling-only air
     conditioning unit (the "Unit") in the area (the "Area") which Area shall be
     selected by Landlord in Landlord's sole reasonable discretion; provided,
     however, that in Landlord's sole reasonable determination, such
     installation of the Unit is feasible with respect to, among other things,
     available location, weight and size of the Unit. Prior to Landlord's
     selection of the Area, if such selection is made, Tenant shall provide
     Landlord with a detailed written statement describing the applications of
     the Unit for Landlord's approval, which approval may be withheld in
     Landlord's sole reasonable discretion. Provided that pursuant to the terms
     of this Lease, Tenant does install the Unit, the Unit shall remain the
     property of Tenant for its own exclusive use. Tenant, at Tenant's expense,
     shall remove the Unit and restore the Area and all interior and exterior
     alterations made pursuant to the installation of the Unit by Tenant by the
     expiration or earlier termination of this Lease, to its condition existing,
     normal wear and tear excepted, prior to the installation of the Unit and in
     a manner consistent with the terms of this Lease.

2.   Tenant shall at all times during the Term, at Tenant's expense, maintain
     all parts of the Unit and such portions of the Area as are within the
     exclusive control of Tenant in a good, clean and working condition and
     promptly make all necessary repairs and replacements as reasonably
     determined by Landlord, with materials and workmanship of the same
     character, kind and quality as the original. Tenant shall, at its sole cost
     and expense, enter into a quarterly maintenance agreement for the Unit.
     Notwithstanding anything to the contrary contained herein, Tenant shall, at
     its expense, promptly repair any damage to the Unit to the Area resulting
     from or caused by any negligence or act of Tenant or Tenant's parties.

3.   Tenant shall be responsible for the additional cost of electrical service
     for the Unit, which shall be metered by a sub-meter.  Such cost will be
     payable by Tenant to Landlord within thirty (30) days after demand as
     Additional Rent per the Lease Agreement.

4.   Paragraph 19, Security Deposit: $41,957.00. Tenant agrees to increase
     security deposit to $41,957.00. Tenant agrees that $10,000.00 of the
     security deposit represents the approximate cost to remove the Unit and
     restore the Area and all interior and exterior alterations made pursuant to
     the installation of the Unit upon lease termination.

All other terms and conditions of the Lease Agreement shall remain in full force
and effect.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment this 20/th/
day of August, 2001.

LANDLORD:                                       TENANT:

RYAN OAKS, LLC,                                 LEARNINGSTAR CORPORATION
a California limited liability company          a Delaware corporation

By:  APSARA, INC.,
     a California corporation
Its: Managing Member                            By:   /s/ Judith McGuinn
                                                   ---------------------------
                                                   Judith McGuinn

                                                Its: Senior Vice President and
By:  /s/ Patrick M. Gardner                          Chief Operating Officer
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   Patrick M. Gardner, President
                                                      Date:    8/6/01
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     Date:   8/20/1
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