FOURTH AMENDMENT TO AND REAFFIRMATION OF LOAN DOCUMENTS


             FOURTH  AMENDMENT  TO AND  REAFFIRMATION  OF LOAN  DOCUMENTS  (this
"Fourth  Amendment")  made as of the 21st  day of  December,  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 Fourth 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 A of the
Company and a Revolving Note B of the Company,  each dated as of January 1, 2000
(collectively, the "Existing Revolving Notes"); and

             WHEREAS,  as collateral security for its obligations under the Loan
Agreement  and the Existing  Revolving  Notes,  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 Notes 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) modify the
existing  revolving  credit facility to eliminate the unsecured  portion thereof
and to make the entire  revolving credit facility in the amount of $15,000,000 a
secured  revolving  credit  facility,  (ii) waive compliance by the Company on a
one-time  basis with  certain  covenants  as  provided  herein,  and (iii) 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 Fourth 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
Notes 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) Fifteen Million
and 00/100 Dollars ($15,000,000.00),  or (B) the Eligible Loan Value of Eligible
Accounts.

                  1.35D  "Fourth  Amendment"  means the Fourth  Amendment to and
Reaffirmation of Loan Documents, dated as of December 21, 2000, by and among the
Company, the Guarantor and the Bank.

                  1.55 "Loan" means the revolving  loan and Letters of Credit in
the maximum  principal amount of up to FIFTEEN MILLION DOLLARS  ($15,000,000.00)
made available by Bank pursuant to Section 2.1 hereof.

                  1.56 "Loan  Documents"  means this  Agreement,  the  Revolving
Note,  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.

                  1.72 "Revolving Note" means that certain  Revolving Note dated
as of December 21, 2000 issued by Borrower evidencing the Loan and any revolving
note replacing such note.

             3.  Sections  1.55A  and  1.55B of the Loan  Agreement  are  hereby
deleted in their entirety.

             4. Sections 2.1 of the Loan Agreement is hereby follows:

                  "2.1  REVOLVING  LOAN  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 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  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, without premium or penalty."

             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 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 which is in excess
of the Borrowing Base, at the default rate set forth in Section 9.7."

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

                  "2.5  Prepayment.  If on any  day  the  sum  of the  aggregate
outstanding  principal balance of the Advances under Section 2.1 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,  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."

             7. 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 shall also include
evidence  that based upon the most  recent  Borrowing  Base  Certificate,  there
exists sufficient availability of funds for such Advance."

             8. 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  Note to any Federal  Reserve Bank in accordance  with  applicable
law."

             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 and all other obligations of any of the
other Obligors to Bank."

             10.  The Bank does  hereby  waive,  (a)  solely  with  respect to a
$1,800,000  investment  by  the  Company  in an  entity  known  as  "nex-i.com",
compliance by the Company with the Loans and Advances and  Investments  covenant
contained in. Section 7.1 of the Loan Agreement,  and (b) solely with respect to
the quarters  ending June 30, 2,000 and  September  30, 2000,  compliance by the
Company  with the Fixed  Charge  Coverage  Ratio  covenant  contained in Section
7.2(B) of the Loan Agreement.

             11. 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  Notes.  The Revolving  Note dated the date
hereof shall be the "Revolving  Note" for all purposes of the Loan Agreement and
the other Loan Documents.

             12.  By  executing  this  Fourth  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) after giving effect to the terms hereof, 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.

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

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

             15. 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 Fourth 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  Fourth  Amendment.   By  executing  this  Fourth
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  Note (as
defined  in the  Loan  Agreement,  as  amended  and  reaffirmed  by this  Fourth
Amendment)  and the other Loan  Documents,  as amended  and  reaffirmed  by this
Fourth Amendment.

             16. By  executing  this Fourth  Amendment,  each of the Company and
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 Fourth  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 Fourth  Amendment) and
Guaranty (as defined in the Loan Agreement as amended by this Fourth Amendment),
as applicable,  and the other Loan Documents,  as amended and reaffirmed by this
Fourth Amendment.

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

                  (a)  This  Fourth  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;

                  (e) Payment by the Company of a fee of $15,000  plus the legal
fees,  costs,  and  expenses  incurred  by  the  Bank  in  connection  with  the
preparation  and  negotiation of this Fourth  Amendment and the other  documents
executed in connection herewith; and

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

             18. This Fourth  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 Fourth Amendment.

             19.  This  Fourth  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.

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

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

             22. The Company  agrees to pay any and all fees and expenses of the
Bank,  including  without  limitation,  all legal  fees and  expenses  of Bank's
counsel.

             23. In the event any  provision  of this  Fourth  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.

             24.  Each  of  the  Company  and  the  Guarantor   acknowledge  and
understand  that the Maturity Date of the Loan is December 31,  2,000,  and that
the Bank has advised the Company and the Guarantor  that the Bank will not renew
the Loan  past such  date.  Therefore,  each of the  Company  and the  Guarantor
acknowledge  and understand  that,  pursuant to the terms of the Loan Documents,
all Obligations shall be due and owing, in full, on December 31, 2000.

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


                                              FIRST UNION NATIONAL BANK


                                              By:        NANCY ANGELL
                                                  ------------------------------
                                              Name:  NANCY ANGELL
                                              Title:    Vice President


ATTEST:                                       ALPHANET SOLUTIONS, INC.


By:        JACK P. ADLER                      By:   WILLIAM S. MEDVE
    ----------------------------------            ------------------------------
Name:      JACK P. ADLER                      Name: WILLIAM S. MEDVE
Title:     Secretary                          Title:    Chief Financial Officer
                                                        And Treasurer


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