EXHIBIT 10.28

                            ALPHANET SOLUTIONS, INC.


             SECOND AMENDMENT TO AND REAFFIRMATION OF LOAN DOCUMENTS

         SECOND  AMENDMENT TO AND  REAFFIRMATION OF LOAN DOCUMENTS (this "Second
Amendment")  made as of this 28th day of September,  1999 by and among  ALPHANET
SOLUTIONS, INC., a New Jersey corporation (the "Company"), THE LEARNINGNET, INC.
f/k/a NETTEMPS, INC., a New Jersey corporation (the "Guarantor") and FIRST UNION
NATIONAL BANK, a national banking institution (the "Bank").

                           W I T N E S S E T H:

         WHEREAS, the Bank has agreed to make credit available to the Company on
a revolving  basis in the principal  amount of up to  $15,000,000  (the "Loan"),
pursuant to the terms and  conditions of a certain Loan and Security  Agreement,
dated June 30, 1997, as amended (as so amended and as amended and  reaffirmed by
this Second Amendment,  the "Loan Agreement";  all capitalized terms used herein
and not defined shall have the meanings ascribed to them therein); and

         WHEREAS,  the Loan is  evidenced  by a  certain  revolving  note of the
Company dated September 30, 1998 (the "Exiting Revolving Note"); and

         WHEREAS,  as  collateral  security for its  obligations  under the Loan
Agreement and the Existing Revolving Note, the Company granted to the Bank liens
and security interests in the Collateral described in the Loan Agreement; and

         WHEREAS, the repayment and performance obligations of the Company under
the Loan  Agreement  and the  Existing  Revolving  Note were  guaranteed  by the
Guarantor under the Guaranty; and

         WHEREAS,  as  collateral  security for its  obligations  under the Loan
Agreement and the Guaranty, the Guarantor granted to the Bank liens and security
interests in the Collateral described in the Loan Agreement; and

         WHEREAS,  the Bank,  the Company and the Guarantor have agreed that (a)
the Loan  Agreement  should be amended,  among other things,  to: (i) extend the
Maturity Date to December 31, 1999;  and (ii) amend  certain of the  definitions
set forth  therein;  and (b) the other Loan  Documents  shall be reaffirmed  and
amended to include the amendments set forth in the Loan Agreement;

         NOW,  THEREFORE,  in consideration of the mutual covenants and premises
contained  herein,  the Bank, the Company and the Guarantor,  do hereby agree as
follows:

         1. By  executing  this  Second  Amendment,  each of the Company and the
         Guarantor confirms and acknowledges that it has no defenses, offsets or
         counterclaims against any of its obligations to the Bank under the Loan
         Documents and that all amounts outstanding,  if any, under the Existing
         Revolving  Note and the  other  Loan  Documents  are  owing to the Bank
         without defense, off-set or counterclaim.

         2. A new  Section  1.35B  to the  Loan  Agreement  is  hereby  added as
         follows:

      "Second Amendment" means the Second Amendment to and Reaffirmation of
Loan  Documents,  dated as of September 28, 1999, by and among the Company,  the
Guarantor and the Bank.

         3.  Section  1.60 of the Loan  Agreement  is hereby  amended to read as
         follows:

        "Maturity Date" means December 31, 1999.

         4.  Section  1.72 of the Loan  Agreement  is hereby  amended to read as
         follows:

         "Revolving  Note" means that certain  Revolving Note dated  September
28, 1999 issued by Borrower evidencing the Loan and any revolving note replacing
such note."

         5. The Company shall execute a new Revolving Note dated the date hereof
         which shall  supersede  and replace  (but not  represent a repayment or
         novation of) the Existing  Revolving Note. The Revolving Note dated the
         date hereof shall be the "Revolving  Note" for all purposes of the Loan
         Agreement and the other Loan Documents.

         6. By executing  this Second  Amendment,  the Company and the Guarantor
         confirm and  acknowledge  that (i) the  representations  and warranties
         contained  in Article V of the Loan  Agreement  (pertaining  to each of
         them) are  correct  as of the date  hereof,  (ii) the  Company  and the
         Guarantor  are in compliance  with all covenants  contained in the Loan
         Agreement  (except as  otherwise  agreed to by the Bank in writing) and
         all other Loan  Documents,  and (iii) no Event of Default,  or an event
         which  with the  giving  of  notice or  passage  of time or both  would
         constitute an Event of Default, has occurred and is continuing.

         7. All references to the  "Agreement"  or "this  Agreement" in the Loan
         Agreement shall mean the Loan  Agreement,  as amended and reaffirmed by
         this Second  Amendment;  all  references to the  "Guaranty" in the Loan
         Agreement  shall  be  deemed  to mean  the  Guaranty,  as  amended  and
         reaffirmed by this Second  Amendment;  and all  references to the "Loan
         Documents"  shall mean and include the Loan  Documents,  as amended and
         reaffirmed by this Second Amendment,  as well as the Revolving Note (as
         defined in the Loan  Agreement,  as amended by this Second  Amendment).
         All references to the  "Obligations"  in the Loan Agreement  shall mean
         and include the  obligations  of the Company and the  Guarantor  to the
         Bank pursuant to the Loan Documents, as amended and reaffirmed pursuant
         to this Second Amendment,  including,  but not limited to the Revolving
         Note (as  defined in the Loan  Agreement,  as  amended  by this  Second
         Amendment).

         8. By executing this Second  Amendment,  the parties hereto confirm the
         continued accuracy of all Schedules and Exhibits attached to and made a
         part of the Loan  Agreement and the other Loan  Documents.  If any such
         Schedule or Exhibit is no longer fully accurate or needs updating, such
         revised or updated  Schedule or Exhibit  shall be delivered to the Bank
         as a condition  precedent to the effectiveness of this Second Amendment
         and shall be deemed to replace  the prior  Schedule  or Exhibit for all
         purposes of the Loan Agreement or such other Loan Document.

         9. The  Guaranty,  effective  the date  hereof,  is hereby  amended  to
         provide that the term "Obligations"  therein shall mean and include the
         obligations of the Company to the Bank under the Loan Agreement and the
         other Loan Documents,  as each is amended and reaffirmed by this Second
         Amendment,  and all  references to the "Loan  Agreement"  and the "Loan
         Documents" in the Guaranty shall mean and include such  agreements,  as
         amended  and  reaffirmed  by, or  delivered  pursuant  to,  this Second
         Amendment. By executing this Second Amendment,  the Guarantor reaffirms
         and acknowledges the validity of the Guaranty as of the date hereof and
         confirms  that it guarantees  unconditionally  the  obligations  of the
         Company under the Revolving Note (as defined in the Loan Agreement,  as
         amended and  reaffirmed  by this Second  Amendment)  and the other Loan
         Documents, as amended and reaffirmed by this Second Amendment.

         10. By  executing  this Second  Amendment,  each of the Company and the
         Guarantor  confirms the security  interests  previously  granted to the
         Bank  in and to the  Collateral  described  in the  Loan  Agreement  as
         security for their  obligations under the Loan Documents (as defined in
         the Loan  Agreement as amended by this Second  Amendment),  and each of
         the  Company  and the  Guarantor  hereby  grants to the Bank a security
         interest in the  Collateral  described in the Loan  Agreement to secure
         the repayment of their Obligations under the Revolving Note (as defined
         in the Loan Agreement as amended by this Second Amendment) and Guaranty
         (as defined in the Loan Agreement as amended by this Second Amendment),
         as applicable,  and the other Loan Documents, as amended and reaffirmed
         by this Second Amendment.

         11.  As  conditions  precedent  to the  effectiveness  of  this  Second
         Amendment,  the following shall be delivered to the Bank by the Company
         and/or the Guarantor:

           (a)    This Second Amendment, duly executed by all parties hereto;

           (b)    The Revolving Note, duly executed by the Company;

           (c)    The Certification (as to jurisdiction of execution);

           (d)    A corporate resolution, incumbency certificate, and such other
documents  as  the  Bank  may  reasonably   request   reflecting  the  corporate
authorization  and approval of the  transactions  contemplated  hereunder by the
Company and the Guarantor; and

           (e)    Such other documents as the Bank may reasonably request.

         12. The Company and the Guarantor  hereby covenant and agree to execute
         any and all UCC-1 and/or UCC-3 financing statements in order to perfect
         the Bank's  security  interest in the assets of the  Guarantor,  all in
         form and substance satisfactory to Bank.

         13. This Second  Amendment is  incorporated  by reference into the Loan
         Agreement and the other Loan  Documents.  Except as otherwise  provided
         herein,  all other  provisions of the Loan Agreement and the other Loan
         Documents  are hereby  confirmed  and ratified and shall remain in full
         force and effect as of the date of this Second Amendment.

         14.   This  Second   Amendment   may  be  executed  in  any  number  of
         counterparts, each of which shall be an original and all of which shall
         constitute one and the same instrument.

         15. This Second  Amendment shall be binding upon the parties hereto and
         their heirs, executors, administrators, successors and/or assigns.

         16.  This  Second  Amendment  shall be governed  by, and  construed  in
         accordance with, the laws of the State of New Jersey.

         17. In the event any  provision  of this Second  Amendment or any other
         Loan Document  executed and delivered in connection  herewith  shall be
         held invalid or  unenforceable  by a court of  competent  jurisdiction,
         such holdings  shall not invalidate or render  unenforceable  any other
         provision hereof or thereof.

         IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Second
Amendment as of the date first above written.

                                             FIRST UNION NATIONAL BANK



                                            By:  /s/ Nancy Angell
                                               ------------------------------
                                            Name:    Nancy Angell
                                            Title:   Assistant Vice President


ATTEST:                                      ALPHANET SOLUTIONS, INC.



By: /s/ Jack P. Adler                       By:  /s/ David M. Gordon
   -------------------------                    ------------------------------
Name:   Jack P. Adler                       Name:  David M. Gordon
Title:  Secretary                           Title: Vice President, Treasurer and
                                                   Chief Financial Officer


ATTEST:                                     THE LEARNINGNET, INC. f/k/a
                                            NETTEMPS, INC.



By:/s/ Jack P. Adler                        By: /s/ Stan Gang
   ---------------------------                  --------------------------------
Name:  Jack P. Adler                        Name:   Stan Gang
Title: Secretary                            Title:  Chairman of the Board