SAIC - EduLink Alliance Agreement

This Alliance Agreement ("Agreement"), effective May 15, 2001, between EduLink,
Inc. (hereinafter "EduLink") and Science Applications International Corporation,
(hereinafter "SAIC").

The above parties each posses unique capabilities and desire to make this
Agreement to:

A.     Jointly investigate and evaluate business opportunities involving the
       EduLink platform technology and related integration services to be
       procured by various customers;

B.     Develop a framework to jointly pursue specific business opportunities;

The following Agreement is made based on the above facts and circumstances:

1.     General Purpose of Agreement.

The purpose of this Agreement is to outline the manner in which the parties will
identify, pursue and develop opportunities for EduLink Technology.

2.     Term of Agreement.

The term of this Agreement shall be one (1) year from the date first written
above. This Agreement shall automatically continue for an additional period of
one (1) year unless either party provides thirty (30) days prior written notice
of its desire not to extend the Agreement.

3.     Nonexclusive Agreement.

Except as may be set out elsewhere in this Agreement, the parties shall not be
precluded from independently marketing, participating in or contracting any
business whether related to this Agreement or otherwise.

4.     Point of Contact

The parties agree to designate a relationship point of contact that shall make a
good faith effort to control and direct their respective efforts so that they
conform to this Agreement. In addition, it is understood that SAIC may designate
separate individuals to direct its activities for specific vertical markets or
specific SAIC customers. Such SAIC vertical market and customer points of
contact shall be designated as SAIC Engagement Manager(s) and included in the
Management Committee described at paragraph 3.1 of Annex 1.

5.     General Terms of Agreement

The general terms shall be as set out at Annex 1, attached hereto and made a
part hereof.

6.     Target Markets and Customers

The Target Markets and Customers shall be as set out at Annex 2, attached hereto
and made a part hereof. The parties agree that Annex 2 is an initial
identification of Target Markets and Customers and may, by written agreement, be
expanded to include additional markets and customers.

7.     Specific Opportunities

The parties shall enter into separate agreements defining each party's
respective role, responsibilities, scope of work and terms applicable to each
specific opportunity. The first of such agreements may be the establishing of
EduLink system licensing agreements for the purpose of co-marketing.

8.     Entire Agreement

The terms and conditions of this Agreement, including any attachments hereto
constitutes the entire agreement between the parties and supersedes all previous
communications, representation, or agreements, either written or oral, with
respect to the subject matter hereof.

For       EduLink, Inc.                 For:      Science Applications
                                                    International Corp.

By:                                     By:

          ---------------------------            -------------------------------
Name:                                   Name:
          ---------------------------            -------------------------------
Title:                                  Title:
          ---------------------------            -------------------------------
Date:                                   Date:
          ---------------------------            -------------------------------

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<PAGE>
Alliance Agreement
Annex 1
                       General Terms of Alliance Agreement

1.0    Legal Effect of Alliance Agreement

       The relationship of the parties shall be that of independent contractors,
       and nothing in this Alliance Agreement shall be deemed to constitute the
       parties as partners, joint venturers, co-owners, joint employers, or
       otherwise as participants in a joint or common undertaking. Nothing in
       this Alliance Agreement shall be deemed to give either party any power to
       direct or control any activities, or any power to bind or obligate the
       other. No employee of one party shall be deemed an employee of the other.

2.0    Costs and Expenses

       Except as otherwise specifically provided in this Agreement or under
       subsequent written agreement, each party shall assume and discharge for
       its own account all cost, expenses, and charges necessary or incidental
       to its operations under this Agreement, and shall indemnify and save the
       other party harmless from and against all such costs, expenses and
       charges and all claims, promises, guarantees, debts, obligations,
       expenses, and liabilities of any nature and kind made, incurred,
       contracted or created by it which were not specifically assumed in
       advance by written agreement of the other party.

3.0    Implementation

3.1.   Management Committee. The parties will promptly establish a Management
       Committee, to refine and further define joint service offerings, target
       markets and customers. The Management Committee membership may be
       increased or decreased at the discretion of the parties but, at all
       times, shall include one person from each party with designated authority
       to make decisions, commit resources and direct activities for the party.
       Such activities shall include, without limitation, entering into and
       directing the party's performance under subsequent agreements for
       specific opportunities and engagements.

3.2.   Development and Use of Marketing Materials. In the event the parties
       agree to work together to develop marketing materials that describe the
       joint service offering and the relationship between EduLink and SAIC, the
       parties agree that funding and ownership for the jointly developed
       marketing materials shall be on a 50:50 basis, unless other arrangements
       are negotiated in a particular case. Further, the parties agree to use
       the developed marketing materials only for marketing and selling to
       targeted customers or targeted markets as described in Annex 2.

3.3    Joint Marketing. The parties will identify certain large strategic
       opportunities such as a state or a large school district for joint
       marketing. For these major initiatives, the parties shall agree up front
       to co-market and share the outcome of the effort at pre-determined splits
       of revenue, profit and, to the extent possible, actual labor. The parties
       will contribute to these joint agreements at a level commensurate with
       their anticipated gain.

4.0    Confidentiality

       The parties shall treat all proprietary and confidential information in
       accordance with the Non-Disclosure Agreement between the parties dated
       9/21/99, incorporated herein and made a part hereof as if set out in full
       text.

5.0    Press Releases

       Neither party will make any press releases without the prior consent of
       the other unless required by law. Annex 3 sets forth an initial general
       press release that may, upon signature of this Agreement, be released by
       either party without further consultation.

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This document is SAIC Confidential Information. Disclosure is prohibited without
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Alliance Agreement
Annex 1
                       General Terms of Alliance Agreement

6.0    Notices

       All notices, certificates, acknowledgments and other reports hereunder
       shall be in writing and shall be deemed properly delivered when duly
       mailed by registered letter to the other party at its address as follows,
       or to such other address as either party may, by written notice,
       designate to the other.

       EduLink                                  SAIC
       450 North Roxbury Drive, #602            200 Harry S. Truman Pkwy. #400
       Beverly Hills, CA 90210                  Annapolis, MD 21401
       Attn.: Michael Rosenfeld, CEO            Attn.: Steve Rizzi, Corp Vice
                                                       President

7.0    Intellectual Property

7.1.   EduLink and SAIC shall each retain ownership of, and all right, title and
       interest in and to, their respective, pre-existing intellectual property
       (IP) including without limitation, inventions, patents, works of
       authorship, copyrights and trade secrets, and no license therein, whether
       express or implied, is granted by this Agreement or as a result of the
       Services performed hereunder. To the extent the parties wish to grant to
       the other rights or interests in pre-existing IP, separate license
       agreements on mutually acceptable terms will be executed.

7.2.   Any invention (whether patentable or not), work of authorship, or other
       IP created by either party in connection with this Agreement shall be
       owned by that party, and all right, title and interest therein shall be
       retained by that party.

7.3.   Any invention (whether patentable or not), work of authorship, or other
       IP jointly developed by the parties under this Agreement or subsequent
       agreements shall be shared by the parties on an equitable basis subject
       to the parties entering into separate license agreements on mutually
       acceptable terms.

7.4.   Nothing contained in this Agreement shall, by express grant, implication,
       estoppel or otherwise, create in either party any right, title, interest,
       or license in or to the inventions, patents, technical data, computer
       software, or software documentation of the other party.

7.5.   Notwithstanding the foregoing to the contrary, any provision of this
       Agreement relating to ownership of IP shall be subject to the provisions
       of the agreement between EduLink and SAIC entitled "Contract Agreement
       EduLink/SAIC-2000-001" and dated October 1, 1999 (the "Contract
       Agreement"), as well as any renewals or extensions of such Contract
       Agreement, with respect to EduLink's ownership of IP created by SAIC for
       EduLink and/or jointly by EduLink and SAIC for EduLink pursuant to task
       orders issued in accordance with said Contract Agreement.

8.0    Personnel

8.1.   Personnel will at all times be considered employees or agents of the
       party providing such personnel and will not for any purpose be considered
       employees or agents of the other party. Each party shall assume full
       responsibility for the actions or inaction of the personnel it provides,
       and shall be solely responsible for the supervision, direction, control,
       salaries, workers' compensation coverage, disability and other insurance,
       benefits, and all other obligations required by law relating to its
       personnel.

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This document is SAIC Confidential Information. Disclosure is prohibited without
SAIC's written consent.

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Alliance Agreement
Annex 1
                       General Terms of Alliance Agreement

9.0    Representation

       Each party represents and warrants to the other that it has the right to
       use, disclose and disseminate any information, specifications and data
       that it provides or will provide to the other party under this Agreement
       or any subsequent agreement. Each party further represents and warrants
       to the other that possession and use of that information, specifications
       and data by the other party under the terms and conditions of this
       Agreement will not constitute an infringement upon any patent, copyright,
       trade secret, or other intellectual property right of any third party.

10.0   Limitation of Liability

10.1.  In no event shall either EduLink or SAIC be liable to the other for any
       special, indirect, incidental or consequential damages (including, but
       not limited to, lost profits, lost business opportunities, loss of use or
       equipment down time, and loss of or corruption to data) arising out of or
       relating to this Agreement, regardless of the legal theory under which
       such damages are sought, and even if the parties have been advised of the
       possibility of such damages or loss.

10.2.  Any claim by SAIC against EduLink relating to this Agreement, other than
       in warranty, must be made in writing and presented to EduLink within one
       year after expiration of this Agreement or any other agreement between
       the parties to which the claim relates.

11.0   Third Parties

11.1.  SAIC agrees that EduLink shall not be obligated to third parties with
       whom SAIC may make agreements or to whom SAIC may direct payments without
       EduLink prior written consent. SAIC covenants not to make any
       representations, directly or by implication, that any such obligation
       exists or will be created.

11.2.  SAIC shall not, in connection with performance under this Agreement, make
       any payments to third parties if such payment would be in violation of
       law. Further, SAIC shall make no payments on EduLink's behalf for
       political purposes or to obtain political influence. SAIC acknowledges
       that no employee of EduLink or of any of its divisions, subsidiaries or
       parent corporation has any authority to give any direction, written or
       oral, in connection with the making of any commitment by SAIC to any
       third party in contravention to the foregoing.

11.3.  EduLink and SAIC expressly exclude any and all third parties from the
       benefits of this Agreement. In the event that SAIC furnishes any EduLink
       work product to a person who is not a party to this Agreement, SAIC
       agrees to defend, indemnify, and hold harmless EduLink from and against
       all claims, damages, losses, costs and expenses (including reasonably
       attorney's fee) of actions brought by third parties, and arising out of
       or relating to such party's use or distribution of, or reliance upon,
       EduLink's work product.

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This document is SAIC Confidential Information. Disclosure is prohibited without
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Alliance Agreement
Annex 1
                       General Terms of Alliance Agreement

12.0   Non-Solicitation of Employees

       During the period of this Agreement, including any extension or
       modification thereof, both parties agree not to solicit for employment,
       knowingly hire or otherwise retain any technical or professional
       employees of the other party assigned to work on this project without the
       prior written approval of the other party. This clause shall in no way be
       construed to restrict, limit, or encumber the rights of any employee
       granted by law.

13.0   Non-Waiver of Rights

       The failure of either party to insist upon performance of any provision
       of this Agreement, or to exercise any right, remedy or option provided
       herein, shall neither be construed as a waiver of the right to assert any
       of the same or to rely on any such terms or conditions at any time
       thereafter, nor in any way affect the validity of this Agreement.

14.0   Severability

       If any covenant, condition, term, or provision contained in this
       Agreement is held or finally determined to be invalid, illegal, or
       unenforceable in any respect, in whole or in part, such covenant,
       condition, term, or provision shall be severed from this Agreement, and
       the remaining covenants, conditions, terms and provisions contained
       herein shall continue in force and effect, and shall in no way be
       affected, prejudiced or disturbed thereby.

15.0   Conflicting Provisions

       This Agreement and all of the exhibits, schedules, and documents attached
       hereto are intended to be read and construed in harmony with each other,
       but in the event any provision in any attachment conflicts with any
       provision of this Agreement, then this Agreement shall be deemed to
       control, and such conflicting provision shall be deemed removed and
       replaced with the governing provision herein.

16.0   Assignment

       Neither party may sell, assign, transfer, or otherwise convey any of its
       rights or delegate any of its duties under this Agreement without the
       prior written consent of the other party, which consent may not be
       unreasonably withheld.

17.0   Disputes and Applicable Law

       SAIC and EduLink agree to first enter into negotiations to resolve any
       controversy, claim or dispute ("dispute") arising under or relating to
       this Agreement. The parties agree to negotiate in good faith to reach a
       mutually agreeable resolution of such dispute within a reasonable period
       of time. If good faith negotiations are unsuccessful, SAIC and EduLink
       agree to resolve the dispute by binding and final arbitration in
       accordance with the Commercial Arbitration Rules of the American
       Arbitration Association then in effect. The arbitration shall take place
       in San Francisco, California. The arbitrator(s) shall be bound to follow
       the provisions of this Agreement in resolving the dispute, and may not
       award punitive damages. The decision of the arbitrator(s) shall be final
       and binding on the parties, and any award of the arbitrator(s) may be
       entered or enforced in any court of competent jurisdiction.

       This Agreement shall be governed by and construed under the laws of the
       State of California, without regard to its laws relating to conflict or
       choice of laws.

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This document is SAIC Confidential Information. Disclosure is prohibited without
SAIC's written consent.

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Alliance Agreement
Annex 1
                       General Terms of Alliance Agreement

18.0   Miscellaneous

18.1.  The captions and headings used in this Agreement are solely for the
       convenience of the parties, and the text of the Agreement shall govern in
       the event of any conflict or ambiguity. Each party has read and agreed to
       the specific language of this Agreement; therefore no conflict,
       ambiguity, or doubtful interpretation shall be construed against the
       drafter.



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SAIC's written consent.

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Alliance Agreement
Annex 2
                      Target Markets and Customers

Initially, this Alliance Agreement shall be restricted to the following targeted
Market Areas and Customers:

1.     MARKET AREAS

           Public Schools (K-12)
           Private Schools (K-12)
           State Departments of Education
           Charter Schools (K-12)
           Charter School Management Companies
           Instructional Technology Companies
           Higher Education (Public and Private)
           US Department of Education
           International K-12 Educational Initiatives




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This document is SAIC Confidential Information. Disclosure is prohibited without
SAIC's written consent.

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Alliance Agreement
Annex 2
                      Target Markets and Customers

CUSTOMERS

              The following identification of potential Customers is an initial
              list based on existing SAIC customers or marketing initiatives. It
              is understood that this list may be changed over the term of this
              Agreement. It is further understood that SAIC will identify and
              designate an SAIC Engagement Manager who shall be SAIC's point of
              contact with such Customer(s). SAIC will identify its Engagement
              Manager(s) prior to pursuing any joint marketing or sales activity
              with the below identified Customer(s). Such SAIC Engagement
              Manager(s) shall, upon designation by SAIC, be included in the
              Management Committee described at paragraph 3.1 of Annex 1 to this
              Agreement.

   -------------------------------------------- --------------------------------
   Customer                                     SAIC Engagement Manager
   -------------------------------------------- --------------------------------
   State of California                          Brian Hays / Laura Metzger
   -------------------------------------------- --------------------------------
   State of Washington                          Brian Hays / Laura Metzger
   -------------------------------------------- --------------------------------
   State of Maryland                            Steven D. Rizzi
   -------------------------------------------- --------------------------------
   US - Dept. of Education                      Brian Hays / Steven D. Rizzi
   -------------------------------------------- --------------------------------
   City of New York                             Steven D. Rizzi
   -------------------------------------------- --------------------------------
   US - State & Local                           Brian Hays / Laura Metzger
   -------------------------------------------- --------------------------------
   TBD - San Diego Schools                      TBD - Lou Poannessa
   -------------------------------------------- --------------------------------
   TBD - State of Pennsylvania                  TBD - Brian Hays
   -------------------------------------------- --------------------------------
   TBD - Pennsylvania Local School Districts    TBD - Brian Hays
   -------------------------------------------- --------------------------------
   TBD - State of New Jersey                    TBD - Brian Hays
   -------------------------------------------- --------------------------------
   TBD - State of Delaware                      TBD - Brian Hays
   -------------------------------------------- --------------------------------
   TBD - New Jersey Local School Districts      TBD - Brian Hays
   -------------------------------------------- --------------------------------
   TBD - Delaware Local School Districts        TBD - Brian Hays
   -------------------------------------------- --------------------------------
   TBD                                          TBD
   -------------------------------------------- --------------------------------
   TBD                                          TBD
   -------------------------------------------- --------------------------------
   TBD                                          TBD
   -------------------------------------------- --------------------------------
   TBD                                          TBD
   -------------------------------------------- --------------------------------
   TBD                                          TBD
   -------------------------------------------- --------------------------------
   TBD                                          TBD
   -------------------------------------------- --------------------------------
   TBD                                          TBD
   -------------------------------------------- --------------------------------
   TBD                                          TBD
   -------------------------------------------- --------------------------------

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SAIC's written consent.

<PAGE>
Alliance Agreement
Annex 3
                                  Press Release


TO BE DETERMINED.














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This document is SAIC Confidential Information. Disclosure is prohibited without
SAIC's written consent.