THIRD AMENDMENT TO AND REAFFIRMATION OF LOAN DOCUMENTS

          THIRD  AMENDMENT TO AND  REAFFIRMATION  OF LOAN DOCUMENTS (this "Third
Amendment")  made as of the  1st day of  January,  2000  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 Third 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 28, 1999 (the "Existing 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, 2000; (ii) modify the existing $15,000,000 secured
revolving credit facility to provide for an unsecured  revolving credit facility
in the amount of  $2,000,000  and a secured  revolving  credit  facility  in the
amount of $13,000,000,  (iii) modify the interest rates  applicable to the Loan,
(iv) modify the Commitment Fee, (v) modify certain financial covenants, and (vi)
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 Third 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. The  following new or revised  definitions  are hereby added to
Article I of the Loan Agreement:

                        1.15  "Borrowing  Base" means the lesser of (A) Thirteen
              Million and 00/100 Dollars  ($13,000,000.00),  or (B) the Eligible
              Loan Value of Eligible Accounts.

                        1.30 "Eligible Loan Value of Eligible Accounts" means up
              to eighty  percent (80%) of the face amount of Eligible  Accounts,
              less returns and discounts,  offsets, contra balances,  credits or
              allowances of any nature,  at any time issued,  owing,  granted or
              outstanding.

                        1.35C "Third Amendment" means the Third Amendment to and
              Reaffirmation  of Loan Documents,  dated as of January 1, 2000, by
              and among the Company, the Guarantor and the Bank.

                        1.55 "Loan" means either or both of Loan A and Loan B.

                        1.55A "Loan A" means the  revolving  loan in the maximum
              principal amount of up to TWO MILLION DOLLARS ($2,000,000.00) made
              available by Bank pursuant to Section 2.1(A) hereof.

                        1.55B "Loan B" means the  revolving  loan and Letters of
              Credit in the maximum  principal  amount of up to THIRTEEN MILLION
              DOLLARS  ($13,000,000.00)  made  available  by  Bank  pursuant  to
              Section 2.1(B) hereof.

                        1.56  "Loan   Documents"   means  this  Agreement,   the
              Revolving Notes, the Guaranty, the Intercreditor  Agreements,  any
              Letter of Credit Agreement,  all notes or other documents executed
              and delivered by Borrower or any other Obligor hereunder,  and any
              amendments,  renewals,  modifications or supplements  thereto,  or
              substitutions therefor.

                        1.60 "Maturity Date" means December 31, 2000.

                        1.72 "Revolving  Notes" means (a) that certain Revolving
              Note dated as of January 1, 2000 issued by Borrower evidencing the
              Loan A and any revolving note replacing such note ("Revolving Note
              A") and (b) that  certain  Revolving  Note  dated as of January 1,
              2000 issued by Borrower  evidencing  Loan B and any revolving note
              replacing such note ("Revolving Note B")."

              3. Section 2.1 of the Loan  Agreement is hereby amended to read as
follows:

                        "2.1 LOAN AND LETTERS OF CREDIT

                        (A)  Loan  A.  Subject  to  the  terms  and   conditions
              hereinafter  set forth,  and provided  that no Default or Event of
              Default shall have occurred and be continuing or would result from
              the making of any Advance,  from time to time  hereafter,  through
              the  Maturity  Date,  Bank  shall  extend  credit  under Loan A to
              Borrower  by making  Advances  (excluding  Acquisition  Advances);
              provided, however that at no time shall the total principal amount
              of  Advances  then  outstanding  under  Loan A exceed  $2,000,000.
              Borrower shall have the right, upon thirty (30) days prior written
              notice to Bank, to terminate all or part of the unused  portion of
              the Loan A,  without  premium or  penalty.  The first two  million
              dollars ($2,000,000) of Advances (excluding  Acquisition Advances)
              then  outstanding from time to time shall be deemed to be Advances
              under Loan A.

                        (B) Loan B and Letters of Credit.  Within the collateral
              limits of the Borrowing Base,  subject to the terms and conditions
              hereinafter  set forth,  and provided  that no Default or Event of
              Default shall have occurred and be continuing or would result from
              the  making of any  Advance or  issuance  of any Letter of Credit,
              from time to time hereafter, through the Maturity Date, Bank shall
              extend credit under Loan B to Borrower by (i) making  Advances and
              (ii) the issuance of Letters of Credit; provided,  however that at
              no time shall (x) the total amount of Letter of Credit Obligations
              exceed Two Million Five Hundred Thousand Dollars ($2,500,000), (y)
              the total  principal  amount of Acquisition  Advances  exceed Five
              Million Dollars ($5,000,000) and (z) the total amount of Letter of
              Credit  Obligations  plus the total  principal  amount of Advances
              then outstanding under Loan B exceed the Borrowing Base.  Borrower
              shall have the right,  upon thirty (30) days prior written  notice
              to Bank,  to  terminate  all or part of the unused  portion of the
              Loan B, without premium or penalty."

              4. The first  sentence of Section  2.2(A) of the Loan Agreement is
hereby amended to read as follows:

                        "(A) On all Base Rate  Advances,  Borrower  shall pay to
              Bank  monthly  interest  on the first day of each month  until all
              such  Advances  are paid in full,  and on all  Adjusted  LIBO Rate
              Advances,  Borrower  shall pay to Bank interest on the last day of
              the Interest  Period but in no event less often than quarterly (in
              which case such payments  shall be made on the last Working Day of
              such calendar quarter),  until all such Advances are paid in full,
              which  interest  shall be computed on the basis of a 360 day year,
              for the actual number of days elapsed, on the daily unpaid balance
              of such  Advances,  at the rate  selected  by  Borrower by written
              notice to Bank equal to the following: (x) one-half of one percent
              (1/2%) per annum below the Base Rate or (y) the Adjusted LIBO Rate
              for such Interest Period plus one and one-half percent (1 1/2%)."

              5. Section  2.2(B) of the Loan Agreement is hereby amended to read
as follows:

                   "(B) Subject to Section 2.5, if, at any time, the outstanding
Advances  under Loan B exceed the  Borrowing  Base,  Borrower  shall pay to Bank
monthly  interest  computed on the basis of a 360 day year for the actual number
of days  elapsed,  on that portion of the daily unpaid  balance of such Advances
under Loan B which is in excess of the  Borrowing  Base, at the default rate set
forth in Section 9.7."

              6. Section  2.4(A) of the Loan Agreement is hereby amended to read
as follows:

                   "(A) Borrower  agrees to pay to Bank on a quarterly basis the
Commitment Fee on the average daily unused  portion of the  Commitment  from the
Closing Date until the Maturity  Date,  at a rate equal to  one-quarter  percent
(1/4%) per annum,  such payments  commencing on January 1, 2000,  and continuing
quarterly  thereafter  on the last day of March,  June,  September and December,
with such payments terminating on the Maturity Date."

              7. Section 2.5 of the Loan  Agreement is hereby amended to read as
follows:

                        "2.5  Prepayment  (A)  If on  any  day  the  sum  of the
              aggregate  outstanding  principal  balance of the  Advances  under
              Section  2.1(A) hereof shall exceed the  limitations  set forth in
              Section 2.1(A),  Borrower shall, on such day, prepay such Advances
              by an amount  equal to such  excess  together  with the  Repayment
              Indemnity,  if any. The failure to make any such payment  shall be
              an Event of  Default.  (B) If on any day the sum of the  aggregate
              outstanding principal balance of the Advances under Section 2.1(B)
              plus the Letter of Credit Obligations hereof shall exceed the then
              Borrowing Base on such day or the other  limitations  set forth in
              Section 2.1(B),  Borrower shall, on such day, prepay such Advances
              by an amount  equal to such  excess  together  with the  Repayment
              Indemnity,  if any. The failure to make any such payment  shall be
              an Event of Default."

              8. The second  sentence  of Section 2.6 of the Loan  Agreement  is
hereby amended to read as follows:

                   "The notice to Bank  requesting an Advance under Loan B shall
also  include   evidence  that  based  upon  the  most  recent   Borrowing  Base
Certificate, there exists sufficient availability of funds for such Advance.

              9. Section 3.1 of the Loan  Agreement is hereby amended to read as
follows:

                        "3.1 Cross Collateral All of the Collateral  heretofore,
              herein or hereafter  given or assigned  to Bank
              hereunder or in any other Loan  Document  shall secure  payment of
              (A) all  Obligations of Borrower and Guarantor to Bank and (B) all
              Indebtedness and any Snd all other obligations of any of the other
              Obligors  to  Bank;  excluding,   however,  the  principal  amount
              outstanding under Loan A."

              10. The last  sentence of Section  2.14 of the Loan  Agreement  is
hereby amended to read as follows:

                   "Nothing   herein  shall   prohibit  Bank  from  pledging  or
assigning the  Revolving  Notes to any Federal  Reserve Bank in accordance  with
applicable law."

              11. Section 6.1(D) of the Loan Agreement is hereby amended to read
as follows:

                   "(D) In the event any Advances or Letters of Credit in excess
of $100,000 in the  aggregate are  outstanding  at a month's end, not later than
the 15th day after  the end of such  month,  an  accounts  receivable  aging and
corresponding Borrowing Base Certificate;".

              12. Section 7.2 of the Loan Agreement is hereby amended to read as
follows:

                   "(A) Total  Liabilities/Tangible Net Worth. The Obligors will
not, on a consolidated  basis,  allow its ratio of Total Liabilities to Tangible
Net Worth to exceed 1.00:1.00.

                   (B) Fixed Charge Coverage Ratio.  The Obligors will not allow
its Fixed Charge Coverage  Ratio,  on a consolidated  basis, to be less than (x)
2.50:1.00  for the quarters  ended  December 31, 1999 and March 31, 2000 and (y)
3.00:1.00 thereafter.

              The foregoing financial covenants shall be calculated and measured
on a rolling, trailing four quarter basis."

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

              14.  By  executing  this  Third  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.

              15. All references to the  "Agreement" or "this  Agreement" in the
Loan Agreement shall mean the Loan Agreement,  as amended and reaffirmed by this
Third Amendment; all references to the "Guaranty" in the Loan Agreement shall be
deemed to mean the Guaranty,  as amended and reaffirmed by this Third Amendment;
and all  references  to the "Loan  Documents"  shall mean and  include  the Loan
Documents,  as amended and  reaffirmed by this Third  Amendment,  as well as the
Revolving  Notes (as  defined  in the Loan  Agreement,  as amended by this Third
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 Third
Amendment,  including, but not limited to the Revolving Notes (as defined in the
Loan Agreement, as amended by this Third Amendment).

              16. By executing this Third 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 Third  Amendment  and shall be deemed to replace the
prior  Schedule or Exhibit for all purposes of the Loan  Agreement or such other
Loan Document.

              17. 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 Third 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 Third Amendment.  By executing this Third Amendment,
the Guarantor  reaffirms and acknowledges the validity of the Guaranty as of the
date hereof and confirms  that it guarantees  unconditionally  the repayment and
other  obligations  of the Company under the Revolving  Notes (as defined in the
Loan Agreement, as amended and reaffirmed by this Third Amendment) and the other
Loan Documents, as amended and reaffirmed by this Third Amendment.

              18. By executing this Third 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 Third  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 Revolving Note
B (as  defined in the Loan  Agreement  as amended by this Third  Amendment)  and
Guaranty (as defined in the Loan Agreement as amended by this Third  Amendment),
as applicable,  and the other Loan Documents,  as amended and reaffirmed by this
Third Amendment.

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

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

              (b) The Revolving Notes, 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.

              20. This Third  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 Third Amendment.

              21.  This  Third  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.

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

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

              24. In the event any  provision  of this  Third  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 Third
Amendment as of the date first above written.

                                          FIRST UNION NATIONAL BANK



                                   By:      Nancy Angell
                                            -----------------------------------
                                   Name:    Angell
                                   Title:   AVP


ATTEST:                                  ALPHANET SOLUTIONS, INC.



By:     Jack P. Adler                    By:  David M. Gordon
  -----------------------------            ----------------------
Name:   Jack P. Adler                    Name:  David M. Gordon
Title:  Secretary                        Title: Vice President, Treasurer & CFO


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



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