EMPLOYMENT AGREEMENT

      This Employment Agreement (this "Agreement" or "Employment  Agreement") is
made as of April 1, 2003, by and between  Digital  Learning  Institute,  Inc., a
Delaware Corporation (the Company"), and Umesh Patel("Executive").

                                  INTRODUCTION

      The Company desires to employ  Executive,  and Executive desires to accept
such employment, under the terms and conditions set forth herein.

      NOW,  THEREFORE,  in  consideration  of the promises and mutual  covenants
herein contained and for other good and valuable consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

                                    ARTICLE I

                            EMPLOYMENT, TERM; DUTIES

      1.1 Employment.  Upon the terms and conditions  hereinafter set forth, the
Company hereby employs Executive,  and Executive hereby accepts  employment,  as
Vice-President  of the Company.  The Company shall take the  necessary  steps to
cause  Executive  to be  elected  as a member of the Board of  Directors  of the
Company as of the date of this  Agreement,  and shall  nominate and use its best
efforts to secure Executive's election to such Board of Directors for so long as
the Company employs Executive.

      1.2 Term. Subject to Section 4.1,  Executive's  employment hereunder shall
be for a term of two years  commencing  on the date  hereof and  expiring at the
close of business on the day prior to the second  anniversary of the date hereof
(the  "Initial  Term").  The Initial  Term shall be  automatically  extended for
successive  two-year terms (each such extension referred to as a "Renewal Term")
unless either party gives the other party written notice of its or his desire to
terminate, which notice of termination shall be given not less than three months
prior to the expiration of the Initial Term or any Renewal Term, as the case may
be. Neither  Executive nor Company shall have any express or implied  obligation
to renew or extend this Agreement for any term or at all.

      1.3  Duties.  During  the  Initial  Term or any  Renewal  Term  (sometimes
collectively referred to as the "Term"),  Executive shall perform such executive
duties for the Company and/or any affiliate of the Company,  consistent with his
position hereunder,  as may be assigned to him from time to time by the Board of
Directors of the Company.  Executive shall perform his duties principally at the
office locations of the Company as such office locations exist as of the date of
this  Agreement,  excepting  only for ordinary  and  necessary  business  travel
reasonably   required  in  the  performance  of  Executive's   duties  with  the


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concurrence of Executive.  Executive shall devote his entire productive business
time and attention to his duties on the Company's  behalf except for sick leave,
vacations and approved leaves of absence; provided,  however, that nothing shall
preclude Executive from (i) managing his personal  investments and affairs,  and
(ii) participating in civic and nonprofit activities, and (iii) participating as
a member  of the  board of  directors  of any  other  corporation  involving  no
conflict of interest with the interests of the Company and any affiliates of the
Company,  provided that, in each case,  such  activities do not  individually or
collectively  interfere with or adversely  affect the  performance of his duties
under this Agreement and, without limiting the generality of the foregoing,  are
subject to the limitations set forth in Article VI.

      1.4  Reporting.  Executive  shall report  directly to the Chief  Executive
Officer of the Company.

      1.5 Exclusive Agreement.  Executive represents and warrants to the Company
that there are no agreements or arrangements, whether written or oral, in effect
which would prevent  Executive  from  rendering  his  exclusive  services to the
Company  during  the  Term.  Executive  agrees  not  to  make  any  unauthorized
disclosure  or use, on behalf of the Company,  of any  confidential  information
belonging to any of Executive's former employers.  Executive  represents that he
is not in  unauthorized  possession  or  control  of  any  materials  containing
confidential and proprietary or private information of a third party.  Executive
and the Company  understand and acknowledge  that Executive may and will use, in
the course of his employment with the Company,  information  generally known and
used by persons with  training  and  experience  comparable  to  Executive,  and
information  which is common knowledge in the industry or is otherwise  lawfully
available in the public domain.

                                   ARTICLE II

                                  COMPENSATION

      2.1 Compensation. For all services rendered by Executive hereunder and all
covenants  and  conditions  undertaken  by him pursuant to this  Agreement,  the
Company shall pay, and Executive shall accept, as full compensation, the amounts
set forth in this Article II.

      2.2 Base  Salary.  The base salary  shall be an annual  salary of not less
than $240,000 ("Base Salary"),  payable by the Company in twenty-four bi-monthly
installments.

      2.3 Bonus.

            (a) Annual  Incentive  Awards.  Executive shall  participate in such
annual  incentive plan or plans as the Company shall maintain from time to time,
and any successor  plan, on terms and  conditions  that are  appropriate  to his
positions  and  responsibilities  at the Company,  as may be  determined  by the
Company's Board of Directors, and that are no less favorable than those applying
to other  senior-level  executives in the internet  educational  industry.  Such
incentive  compensation  plan or plans shall provide for calculation and payment
of incentive  compensation  based on objective  measures of the  performance  of
Executive and of the Company for the  compensation  year or years covered by the
plan or plans,  applying  reasonably  equivalent  standards  of  performance  to
Executive for each year of the contract Term; shall be adopted by the Company in
advance of the fiscal year or years for which  Executive  shall be eligible  for
incentive  compensation  payments under the plan or plans;  and shall identify a


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performance  target or targets whose attainment shall entitle  Executive to 100%
of the target incentive compensation payment provided by the plan or plans. Such
100% target  compensation  payment  shall be not less than $100,000 each year of
the  contract  Term,  and shall also  provide  measures  entitling  Executive to
greater  or  lesser  payments  based on the  performance  of  Executive  and the
Company.  Such annual incentive plan shall provide a reasonable  opportunity for
Executive to consult with the  compensation  committee of the Board of Directors
regarding the terms of the plan, the  relationship of incentive  payments to the
Company's  annual  business  plan,  and any  performance  issues that affect the
annual incentive plan payment  received by Executive.  Any annual incentive paid
to  Executive  hereunder  shall be in addition to the Base Salary and to any and
all other benefits to which Executive is entitled as provided in this Agreement.
Payment of annual  incentive  awards shall be made at the end of the fiscal year
of the Company.

            (b) Discretionary Bonuses. In addition to the Base Salary and annual
incentive awards, the Company may make  discretionary  bonus payments in cash or
equivalent  consideration  to Executive,  under such terms,  conditions  and the
Company's Board of Directors in its sole discretion may establish.

      2.4 Deductions.  The Company shall deduct from the compensation  described
in Sections 2.2 and 2.3 any federal,  state or local withholding  taxes,  social
security  contributions  and any  other  amounts  which  may be  required  to be
deducted  or withheld by the  Company  pursuant to any  federal,  state or local
laws, rules or regulations.

      2.5 Disability Adjustment. Any compensation otherwise payable to Executive
pursuant to Sections 2.2 and 2.3 in respect of any period during which Executive
is disabled  (as  contemplated  in section  4.3) shall be reduced by any amounts
payable to Executive for loss of earnings or the like under any  insurance  plan
or policy sponsored by the Company.

                                   ARTICLE III

                               BENEFITS, EXPENSES

      3.1 Benefits.  During the Term, Executive shall be entitled to participate
in such group life, health,  accident,  disability or hospitalization  insurance
plans,  pension plans and retirement  plans as the Company may make available to
its other executive employees as a group,  subject to the term and conditions of
any such plans which shall be defined exclusively in written plan documents that
shall be available for Executive's review on request. The Company shall have the
right to amend,  reduce or  completely  terminate  any or all such plans by duly
authorized action respecting all executive  employees covered by such plans as a
group.

      3.2  Expenses.  The Company  agrees that  Executive is authorized to incur
reasonable  expenses in the performance of his duties hereunder and in promoting
the  business  of the  Company.  The  Company  shall  from  time to time  pay or
reimburse  Executive  for the  reasonable  and  necessary  expenses  incurred by
Executive in connection  with the  performance  of his duties  hereunder if such
expenses have been  previously  approved by the Company or if  reimbursement  is
otherwise  appropriate in accordance with the Company's established policies and
if the Company receives such verification  thereof as the Company may require in
order to qualify such  expenses as  deductible  business  expenses.  The Company
agrees that Executive's reasonable business expenses,  reimbursable to Executive


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or payable by the Company to Executive's  order,  at Executive's  sole option in
each case, shall include without  limitation (a) first class travel or, if first
class is  unavailable,  highest  available  class of  travel  for  international
travel; (b) business class travel or, if business class is unavailable,  highest
available class of travel including first class for domestic travel;  (c) actual
out of  pocket  expenses  for  business  entertainment  at clubs;  (d)  cellular
telephones and cellular telephone  services selected by Executive,  including at
Executive's   sole  option   Wildfire  or  equivalent   or  upgraded   telephone
communications  management  systems or services;  and (e)  reasonable and actual
home office expenses including,  without  limitation,  expenses of maintaining a
DSL or equivalent line for Internet access.

      3.3  Vacation.  Executive  shall be deemed to have accrued a total of four
(4) work weeks of vacation effective upon the date of this Agreement,  and shall
accrue,  on a daily  basis,  a total of four (4) work weeks of vacation per year
following the date of this Agreement.  If Executive's earned but unused vacation
time  reaches  six (6)  work  weeks,  Executive  will  not  continue  to  accrue
additional  vacation  time  until he uses  enough  vacation  to fall  below this
maximum amount. Thereafter, Executive will start earning vacation benefits again
until the six  (6)-work  week maximum is again  reached.  Any accrued but unused
vacation  time will be paid to Executive on a pro rata basis at  termination  of
employment.

      3.4  Liability  Insurance.  The Company  shall  furnish  Executive for the
remainder  of his life  (without  reference  to whether  the Term of  Employment
continues in effect) with Directors' and Officers' or other liability  insurance
insuring  Executive  against all events  insurable under  applicable law arising
from or relating to Executive's alleged acts or omissions  pertaining in any way
to  Executive's  employment  which  occur  during the Term of  Employment,  such
insurance to have policy limits  aggregating not less than the policy limits the
Company secures on its own behalf  respecting such liability and otherwise to be
in  substantially  the same form and to contain  substantially  the same  terms,
conditions  and  exceptions as the  liability  insurance  policies  provided for
officers and directors of the Company in force from time to time,  provided that
such terms, conditions and exceptions shall not be, in the aggregate, materially
less  favorable to Executive  than those in effect on the effective date of this
Agreement.

      3.5  Indemnification.  In any  situation  where under  applicable  law the
Company has the power to indemnify (or advance expenses to) Executive in respect
of  any  judgments,  fines,  settlements,   loss,  cost  or  expense  (including
attorneys'  fees)  of any  nature  related  to or  arising  out  of  Executive's
activities as an agent,  employee,  officer or director of the Company or in any
other capacity on behalf of or at the request of the Company, the Company agrees
that it shall,  promptly on written request,  indemnify (and advance expenses as
incurred  to)  Executive to the fullest  extent  permitted  by  applicable  law,
including but not limited to making such findings and  determinations and taking
any and all such actions as the Company may, under  applicable law, be permitted
to have the  discretion  to take so as to  effectuate  such  indemnification  or
advancement.  Such  agreement  by the Company  shall not be deemed to impair any
other  obligation  of  the  Company  respecting   indemnification  of  Executive
otherwise  arising out of this or any other  agreement or promise of the Company


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or under any  statute.  Expenses  advanced to  Executive  under this Section 3.5
shall be  repaid by  Executive  on demand  if and to the  extent  such  advanced
expenses  are  found not to be  legally  subject  to  indemnity  by a  competent
tribunal.  Expenses otherwise subject to lawful indemnification  hereunder shall
not be excluded  from  indemnification  solely  because  they were  incurred for
public relations services, so long as such expenses were incurred respecting the
assertion or publication of views consistent with the Company's  position on the
same or related or similar matters.

      3.6 Personal  Guarantees.  The Company acknowledges that the Executive has
in the  past and may in the  future  provided  personal  guarantees  or  pledged
personal  assets in order to accommodate  the Company in obtaining  financing to
carry on its day to day  operations as well as to meet  Company's  capital needs
and in  recognition  such  accommodation  the Company agrees that it will ensure
that all such guarantee  obligations  are discharged  upon demand from Executive
and in priority to any other obligations unless unlawful.

      3.7 Key  Employee  Insurance.  The  Company  may secure in its own name or
otherwise,  and at its own expense,  life, health,  accident and other insurance
covering Executive alone or with others during the Term, and Executive shall not
have  any  right,  title  or  interest  in or to such  insurance  other  than as
expressly provided herein. In full or partial  satisfaction of this Section 3.8,
the  Company  may  in its  discretion,  which  discretion  shall  be  reasonably
exercised,  elect to succeed as beneficiary  to the  beneficiary of key employee
insurance currently covering Executive, provided that all necessary consents and
approvals  have been obtained and other  conditions of such  continued  coverage
have  been  fulfilled,  for the  duration  of  such  policy's  coverage  period.
Executive agrees to assist the Company in procuring such insurance by submitting
to the usual and  customary  medical and other  examinations  to be conducted by
such  physicians as the Company or such  insurance  company may designate and by
signing such  applications  and other written  instruments as may be required by
the  insurance  companies  to which  application  is made  for  such  insurance.
Executive's  failure to submit to such  usual and  customary  medical  and other
examinations shall be deemed a material breach of this Agreement.

                                   ARTICLE IV

                         TERMINATION; DEATH; DISABILITY

      Executive shall be employed for the term of this  agreement.  Company may,
however,  terminate his  employment at any time with or without cause or notice.
The  following  provisions  of this Article IV are intended by Executive and the
Company  to govern  the  rights of the  parties  in the event  that  termination
employment occurs prior to the expiration of the term of this agreement.

      4.1 Termination of Employment With Cause.

            (a) In addition to any other  remedies  available  to the Company at
law, in equity or as set forth in this  Agreement,  the  Company  shall have the
right to terminate  Executive's  employment  at any time for Cause in accordance
with this Section 4.1. For purposes of this Agreement, "Cause" shall mean:

                  (1)  Executive  is  convicted  of  a  felony  involving  moral
            turpitude;

                  (2) Executive commits an act of gross misconduct in connection
            with the performance of his duties;



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                  (3)  Executive   demonstrates   habitual   negligence  in  the
            performance of his duties;

                  (4)  Executive  commits an act of fraud,  misappropriation  of
            funds or embezzlement in connection with his employment hereunder.

            (b) No  termination  of  Executive's  employment  by the company for
Cause shall be effective unless the provisions of this Section 4.1(b) shall have
been complied  with.  Executive  shall be given written notice by the Company of
the intention to terminate him for Cause, such notice (A) to state in detail the
particular  circumstances  that  constitute  the  grounds on which the  proposed
termination for Cause is based and (B) to be given no later than sixty (60) days
after the  Company  first  learns of such  circumstances.  Executive  shall have
thirty days after receiving such notice of proposed termination in which to cure
such  grounds,  to the extent  such cure is  possible.  If he fails to cure such
grounds,  Executive  shall  then be  entitled  to a hearing  before the Board of
Directors of the Company or duly designated  Committee of such Board responsible
for deciding  whether the Company should terminate his employment for Cause. The
Company shall convene such hearing within sixty days of such notice to Executive
of proposed termination, providing Executive requests such hearing within thirty
days of delivery of such notice to him.  Executive shall make himself reasonably
available  for such  hearing.  Within thirty days  following  such hearing,  the
Company's  Board of  Directors  (i) shall  determine  in good  faith  whether an
adequate  investigation of the grounds for employment termination has been made,
whether substantial evidence of the factual basis for employment termination has
been shown and whether  Executive's  employment  should be terminated for Cause,
and  (ii)  shall  notify  Executive  of  such  determinations.  If  an  adequate
investigation has been made and substantial  evidence of the factual grounds for
employment  termination  has  been  shown  and the  Board  has  determined  that
Executive's employment should be terminated for Cause, and timely written notice
of such  determinations is given to Executive pursuant to the preceding sentence
of this Section 4.1(b),  Executive's employment with the Company shall thereupon
be terminated (a "Termination With Cause.").  Notwithstanding the foregoing,  in
the event of  arbitration  pursuant  to Section  7.5,  the  arbitrator(s)  shall
independently  determine the existence of one or more of the factors required to
permit termination for cause, as set forth in Sections 4.1(a)(1)-(4).

            (c) Upon any  Termination  With  Cause  of  Executive's  employment,
Executive shall be entitled to the following:  The Company shall immediately pay
all accrued but unpaid salary; and

                  (1) The Company shall pay  Executive  amount equal to one year
            salary based on Executive's annual salary at the time of termination
            with cause.

                  (2) The Company  shall  reimburse  Executive  for all expenses
            incurred in accordance with Section 3.2.

      4.2  Termination  of  Employment  Without  Cause Or By Executive  For Good
Reason.

            (a)  During  the Term,  the  Company  may at any  time,  in its sole
discretion,  terminate the  employment of Executive  hereunder  without cause by
written notice to him.



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            (b) If the Company terminates the employment of Executive during the
Initial  Term or any Renewal Term (the "Term")  without  Cause,  or if Executive
terminates  his  employment  during the Term for Good Reason as defined below in
Section  4.2(c) of this  Agreement,  the Company  shall pay  Executive an amount
equal to the sum of the  following,  subject  to the  condition  that  Executive
execute  without  subsequent  revocation a Separation  Agreement and General and
Special Release substantially in the form attached hereto as Exhibit A:

                  (1)  Any  Salary   accrued  but  unpaid  as  of  the  date  of
            termination;

                  (2) By way of severance,  an amount equal to  Executive's  two
            years Salary in effect on the date of  termination,  to be paid in a
            lump sum upon  termination,  and a sum equal to the Annual Incentive
            Award  otherwise  payable to Executive  under Section 2.3(a) of this
            Agreement   respecting  the  year  of  termination,   calculated  as
            Executive's guaranteed Award if payable respecting the first year of
            Executive's  employment  under this  Agreement  and as a 100% target
            incentive  compensation payment if payable respecting any subsequent
            year  under  this  Agreement.  Such  annual  incentive  compensation
            payment shall be payable as and when such amount would have been due
            and payable hereunder had such termination not occurred;

                  (3) Payment of bonuses and  incentive  awards as and when such
            amounts would have been due and payable for the Severance Period had
            such termination not occurred.

                  (4)  Reimbursement  for expenses  incurred in accordance  with
            Section 3.2; and

                  (5) Continuation of medical benefit  insurance for a period of
            eighteen (18) months following such  termination.  The Company shall
            use its best  efforts to arrange for the  continuation,  through the
            Severance Period (twenty-four months), of such health and/or medical
            benefits or plans as are in effect as of the date of termination, if
            and only if permissible under such plans. If not so permissible, the
            Company  shall  pay to  Executive  an  amount  sufficient  to enable
            Executive  to arrange for  substantially  equivalent  health  and/or
            medical coverage during the twenty-four month period.

            Executive acknowledges that the payments and benefits referred to in
this Section 4.2, together with any rights or benefits under any written plan or
agreement not expressly  referred to in this Section 4.2 which have vested on or
prior to the termination date of Executive's  employment under this Section 4.2,
constitute  the only  payments to which  Executive  shall be entitled to receive
from the Company  hereunder in the event of any  termination  of his  employment
pursuant to this Section 4.2, and that except for such  payments or benefits the
Company  shall have no further  liability  or  obligation  to him  hereunder  or
otherwise in respect of his employment.

            (c)  Termination  With Good Reason.  For purposes of this Agreement,
Termination  With  Good  Reason  shall  mean  the  Executive's   resignation  of
employment  with the Company within ninety (90) days following the occurrence of


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any  of  the  following  subsequent  to  the  date  of  this  Agreement  without
Executive's express written consent:

                  (1) The failure to elect or reelect  Executive  as a member of
            the  Company's  Board of  Directors  or  maintain  Executive  in the
            position of Chief  Executive  Officer  described in Section 1.1; the
            removal of him from any such position; or any material diminution in
            his duties or  responsibilities  in such  positions  (other  than in
            connection  with a  termination  of  Executive's  employment  due to
            death,  Disability,  Termination With Cause or voluntary resignation
            other than for Good Reason as defined in this Section 4.2(c));

                  (2) The  assignment to Executive of duties that are materially
            inconsistent with, or that materially impair his ability to perform,
            the  duties  customarily   assigned  to  an  Executive  holding  the
            position[s] accepted by Executive on the date of this Agreement in a
            corporation  of the size and nature of the  Company;  or a change in
            the reporting  structure so that Executive  reports to someone other
            than the  Chairman  of the  Board or is  subject  to the  direct  or
            indirect  authority  or control of a person or entity other than the
            Chairman of the Board;

                  (3) The Company awards Executive an annual bonus in respect of
            any year that is less than 50% of the amount  awarded him in respect
            of the prior year unless due to reduced  performance  by the Company
            or by  Executive,  applying  reasonably  equivalent  standards  with
            respect to both years;

                  (4) The  Company  fails to comply with the  provisions  hereof
            governing  compensation  and  benefits  to  Executive  or  otherwise
            materially  breaches any  provision  of this  Agreement or any other
            agreement with Executive;

                  (5) Conduct by the Company  occurs that would cause  Executive
            to commit  fraudulent  acts or would  expose  Executive  to criminal
            liability;

                  (6) The Company's  principal  office or Executive's own office
            as assigned  to him by the Company is moved to a location  more than
            35 miles  from  Executive's  own  office as  assigned  to him by the
            Company on the date of this Agreement;

                  (7) The Company  fails to obtain the  assumption in writing of
            its  obligation to perform this Agreement by any successor to all or
            substantially  all of the assets of the Company within 30 days after
            a merger, consolidation, sale or similar transaction.

                  (8) The  Company  fails to  discharge  its  obligations  under
            section 3.6 of this agreement.

      4.3. Death and Disability.

            (a) In the event that Executive dies or becomes Disabled (as defined
herein),  Executive's  employment  shall terminate when such death or Disability
occurs and the Company shall pay Executive (or his legal representative,  as the
case may be) as follows:



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                  (1) Any salary  accrued  but unpaid as of the date of death or
            termination for Disability;

                  (2) An amount equivalent to Executive's monthly Base Salary in
            effect  on the date of death or  termination  for  disability  for a
            twenty four (24) month  period,  to be paid in a lump sum upon death
            or disability;

                  (3) A pro rata  annual  incentive  award for the year in which
            Executive's death or termination for disability  occurs,  calculated
            based on a guaranteed  award of $100,000 if payable  respecting  the
            first year of the Initial Term,  or, if payable  respecting any year
            thereafter,  based on the 100%  target  award  opportunity  provided
            pursuant  to  Section  2.3 for such  year,  payable in any case in a
            single   installment   promptly   following   Executive's  death  or
            termination for disability; and

                  (4) Any reimbursement for expenses incurred in accordance with
            Section 3.2.

            (b) "Disabled" and  "Disability"  Defined.  For the purposes of this
Agreement, Executive shall be deemed to be "Disabled" or have a "Disability" if,
because  of  Executive's  physical  or  mental  disability:   (1)  he  has  been
substantially  unable to perform his essential  duties hereunder for twelve (12)
work weeks in any twelve (12) -month period with  reasonable  accommodations  by
the  Company,   taking  into  account   undue   hardship  to  the  Company  from
accommodations  to Executive's  disability,  and (2) he has utilized any and all
benefits  available  to him under  state  and  federal  laws.  In the event of a
disagreement concerning Executive's perceived Disability, Executive shall submit
to such  examinations as are deemed  appropriate by three practicing  physicians
specializing in the area of Executive's  Disability,  one selected by Executive,
one  selected by the  Company,  and one  selected by both such  physicians.  The
Company  and  Executive  shall  have a  reasonable  opportunity  to advise  such
physicians  of  Executive's  essential  duties,  so  that  their  determinations
concerning  Executive's  perceived  Disability can be made on an informed basis.
The majority  decision of such three physicians on whether Executive is disabled
shall be final and binding on the parties. Nothing in this paragraph is intended
to limit the Company's  right to invoke the  provisions of this  paragraph  with
respect to any perceived Disability of Executive.

            (c)  Executive  acknowledges  that the payments  referred to in this
Section  4.3,  together  with any rights or benefits  under any written  plan or
agreement which have vested on or prior to the  termination  date of Executive's
employment  under  this  Section  4.3,  constitute  the only  payments  to which
Executive (or his legal representative, as the case may be) shall be entitled to
receive  from  the  Company  hereunder  in the  event  of a  termination  of his
employment  for death or  Disability,  and that  except  for such  payments  the
Company  shall  have no further  liability  or  obligation  to him (or his legal
representatives,  as the came may be)  hereunder  or otherwise in respect of his
employment.

      4.4 Continued  Compliance.  The amounts or benefits payable by the Company
under  Sections  4.2(b)(2),  4.2(b)(3) and 4.2(b)(4) are subject to  Executive's
continued  compliance  with the  provisions  of Article VI below.  If  Executive


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violates the  provisions of Article VI, then the Company will have no obligation
to make any of the payments that remain  payable by the Company  under  Sections
4.2(b)(2), 4.2(b)(3), or 4.2(b)(4) on or after the date of such violation.

      4.5 Voluntary Termination. A termination of employment by Executive on his
own initiative,  other than a termination due to death or Disability or for Good
Reason,  shall have the same  consequences  as  provided  in  Section  4.1 for a
Termination With Cause.

      4.6 Announcements and Statements In Event Of Termination.  The Company and
Executive  shall make no press or public  announcement or statement of the basis
of Executive's employment termination during Executive's life except as agreed.

      4.7 Designated  Beneficiary.  In the event of the death of Executive while
in the employ of the Company,  or at any time  thereafter  during which  amounts
remain payable to Executive under this Section 4, such payments shall thereafter
be made to such  person or  persons  as  Executive  may  specifically  designate
(successively   or  contingently)  to  receive  payments  under  this  Agreement
following Executive's death by filing a written beneficiary designation with the
Company during Executive's  lifetime.  Such beneficiary  designation shall be in
such form as may be reasonably prescribed by the Company and may be amended from
time to time or may be  revoked by  Executive  pursuant  to written  instruments
filed  with  the  Company  during  his  lifetime.  Beneficiaries  designated  by
Executive may be any natural or legal person or persons,  including a fiduciary,
such as a trustee of a trust, or the legal  representative of an estate.  Unless
otherwise provided by the beneficiary  designation filed by Executive, if all of
the  persons  so  designated  die  before  Executive  on  the  occurrence  of  a
contingency not  contemplated in such beneficiary  designation,  or if Executive
shall  have  failed to provide  such  beneficiary  designation,  then the amount
payable under this Agreement shall be paid to Executive's estate.

      4.8 Other Termination  Benefits.  To the extent not otherwise  provided in
this  Agreement,  and in  addition  to other  benefits  and  payments  expressly
provided to Executive in the event of employment  termination  in this Agreement
or otherwise,  Executive or his estate shall be entitled to the following in the
event of any of the foregoing employment terminations in this Article IV:

            (a) The balance of any incentive awards or bonuses, including awards
due for performance  periods which have been  completed,  which have been earned
but have not yet been paid;

            (b) Any amounts due under Articles II and III of this Agreement; and

            (c) A lump sum payment of the monetary  amount of accrued but unused
vacation  days at  Executive's  Base  Salary  rate in  effect on the date of his
termination.

                                    ARTICLE V

                                CHANGE OF CONTROL

      5.1 Vesting.  Upon any Change of Control,  all amounts,  entitlements  and
benefits in which  Executive  is not yet vested  shall  continue to become fully
vested and non-forfeitable on the dates and pursuant to the other terms provided


                                       10
<PAGE>

as conditions provided for such amounts, entitlements and benefits prior to such
Change of Control.

      5.2 Employment  Termination  Following  Change of Control.  If, during the
lesser of (a)  twenty-four  (24) months or (b) the remainder of the Term of this
Agreement, in either case following a Change of Control,  Executive's employment
is  terminated  without  Cause,  or is  terminated by Executive for Good Reason,
Executive (or Executive's  beneficiary designated pursuant to this Agreement, if
Executive is deceased at the time of payment)  shall  receive (i) a payment in a
lump sum equal to Executive's Base Salary under Section 2.2 and Annual Incentive
Award under Section 2.3(a) for two years,  such annual  incentive  payment to be
calculated  as two (2) times the  guaranteed  or 100%  target  annual  incentive
compensation payment respecting the year of employment termination,  as the case
may be and (ii) all other  payments  and  benefits  (other than Base  Salary) to
which  Executive  would have been entitled had his employment been terminated by
the Company  without  Cause or by Executive  for Good Reason  under  Section 4.2
above, as well as any other or additional  payments and benefits to which he may
be entitled under the  circumstances.  In the event that the  termination of the
Executive's employment is for one of the reasons set forth above in this Section
5.2 and the  aggregate  of all  payments  or  benefits  made or  provided to the
Executive  under this  Section 5.2 and under all other plans and programs of the
Company  (the  "Aggregate  Payment")  is  determined  to  constitute a Parachute
Payment,  as such term is defined in Section  280G(b)(2) of the Internal Revenue
Code of 1986, as amended (the "Code"),  notwithstanding  any other  provision of
this Agreement to the contrary the aggregate amount of payments or benefits paid
by the Company to the Executive  pursuant to this Agreement  shall be reduced to
the maximum  amount (if any) that can be so provided  without any portion of the
Aggregate Payment being subject to any excise tax imposed by Section 4999 of the
Code  ("Excise  Tax").  The  determination  of  whether  the  Aggregate  Payment
constitutes  a  Parachute  Payment  and,  if so,  the  amount  to be paid to the
Executive and the time of payment  pursuant to this Section 5.2 shall be made by
an independent  auditor (the "Auditor")  jointly selected by the Company and the
Executive and paid by the Company. The Auditor shall be a nationally  recognized
United  States  public  accounting  firm  which  has not,  during  the two years
preceding the date of its  selection,  acted in any way on behalf of the Company
or any Affiliate  thereof.  If the Executive and the Company cannot agree on the
firm to serve as the Auditor,  then the  Executive and Company shall each select
one accounting firm and those two firms shall jointly select the accounting firm
to serve as the Auditor.

      5.3 Change of Control Defined.  For the purposes of this Article V, Change
of Control  shall mean the  occurrence  of one or more of the  following  events
after the date of this Agreement (or, with respect to clauses (c) and (d), after
such time as the Company has become a Reporting Company (as defined below)):

            (a) A sale of all or substantially  all of the property or assets of
the Company; or

            (b)  A  merger,  consolidation,  reorganization  or  other  business
combination  (a "business  combination")  to which the Company is a party ("such
party"),  whether or not such business combination results in outstanding voting
securities of such party being  exchanged for or converted  into cash,  property
and/or securities not issued by such party, provided that the outstanding voting


                                       11
<PAGE>

securities  of  such  entity  immediately  prior  to such  business  combination
represent less than 50% of the voting power of such entity immediately following
such business combination; or

            (c) After such time as the Company has become  subject to the public
reporting  obligations  of the  Securities  Exchange Act of 1934,  as amended (a
"Reporting  Company"),  an  acquisition by another person of voting stock of the
Company  (other than an  acquisition  by a person that held voting  stock of the
Company  immediately  prior to the time it became a  Reporting  Company) if such
person  shall  thereafter  be  the  beneficial  owner  of 40% or  more  of  such
outstanding voting stock; or

            (d) After such time as the Company  has become a Reporting  Company,
any change in a majority  of the board of  directors  of the  Company  occurring
within a period  of two  years or less,  such  that a  majority  of the board of
directors is comprised of individuals who are not "Continuing Directors."

For purposes of the foregoing,  a "Continuing  Director" shall be a director (i)
who was in office at the time the Company became a Reporting Company or (ii) was
elected  subsequent to the time the Company became a Reporting  Company with the
approval  of not less than a majority of those  directors  referred to in clause
(i) who are then in office.  Any director meeting the  qualifications  of clause
(ii) of the previous  sentence  shall,  with  respect to further  determinations
after the date of such director's  initial election,  be deemed to be a director
meeting  the  qualifications  of clause (i) of the  previous  sentence.  As used
herein,  the term  "person"  shall have the meaning of such term under  Sections
13(d) and 14(d) of the  Securities  Exchange Act of 1934,  as amended (the "1934
Act"); and the term "beneficial  owner" shall have the meaning set forth in Rule
13d-3 under the Act.

      5.4  Trust.  No later  than the  occurrence  of a Change of  Control,  the
Company shall fund its  obligations to provide  payments and benefits under this
Agreement by the establishment of a trust to which it shall contribute an amount
sufficient to meet such obligations. The establishment and funding of such trust
shall not affect the  obligations  of the Company to provide  such  payments and
benefits.  The trust described in this Section 5.4 shall be an irrevocable trust
established for the benefit of Executive.

                                   ARTICLE VI

              OWNERSHIP OF PROCEEDS OF EMPLOYMENT; NON-DISCLOSURE;
                                 NON-COMPETITION

      6.1 Ownership of Proceeds of Employment. The Company shall be the sole and
exclusive owner  throughout the universe in perpetuity of all of the results and
proceeds of Executive's services, work and/or during the Term in connection with
Executive's  employment  by the  Company,  free and clear of any and all claims,
liens or encumbrances.  All results and proceeds of Executive's  services,  work
and labor  during  the Term  shall be deemed to be  works-made-for-hire  for the
Company  within the meaning of the  copyright  laws of the United States and the
Company shall be deemed to be the sole author thereof in all territories and for
all purposes.



                                       12
<PAGE>

      6.2   Non-Disclosure   of  Confidential   Information.   As  used  herein,
"Confidential  Information" means any and all information  affecting or relating
to the business of the Company and its Affiliates, including without limitation,
financial  data,  customer  lists and  data,  licensing  arrangements,  business
strategies, pricing information,  product development,  intellectual,  artistic,
literary,  dramatic or musical rights,  works, or other materials of any kind or
nature (whether or not entitled to protection under  applicable  copyright laws,
or reduced to or  embodied in any medium or tangible  form),  including  without
limitation, all copyrights,  patents, trademarks,  service marks, trade secrets,
contract  rights,  titles,  themes,   stories,   treatments,   ideas,  concepts,
technologies,  art work, logos,  hardware,  software, and may be embodied in any
and all computer  programs,  tapes,  diskettes,  disks,  mailing lists, lists of
actual  or  prospective  customers  and/or  suppliers,   notebooks,   documents,
memoranda, reports, files, correspondence,  charts, lists and all other written,
printed or  otherwise  recorded  material of any kind  whatsoever  and any other
information,  whether or not reduced to writing,  including  "know-how",  ideas,
concepts,  research,  processes, and plans.  "Confidential Information" does not
include information that is in the public domain,  information that is generally
known in the trade, or information that Executive can show was acquired prior to
the  execution  of this  agreement,  and if  acquired  after  execution  of this
agreement,  wholly  independently of his employment with the Company.  Executive
shall not, at any time during the Term or  thereafter,  directly or  indirectly,
disclose or furnish to any other person,  firm or corporation  any  Confidential
Information,  except  in the  course of the  proper  performance  of his  duties
hereunder  or as  required  by law (in which  event  Executive  shall give prior
written notice to Company and shall cooperate with Company and Company's counsel
in complying  with such legal  requirements).  Promptly  upon the  expiration or
termination of Executive's  employment  hereunder for any reason or whenever the
Company so requests,  Executive  shall  surrender to the Company all  documents,
drawings, work papers, lists,  memoranda,  records and other data (including all
copies)  constituting  or  pertaining  in any  way  to  any of the  Confidential
Information.

      6.3  Non-Competition.  Executive  shall  not,  for so long as he  shall be
actively  employed by the Company under this Agreement,  directly or indirectly:
(a) compete with the Company; or (b) be financially  interested in, employed by,
engaged in or participate in the ownership, management, operation or control of,
or act in any  advisory  or other  capacity  for,  any  Competing  Entity  which
conducts  its  business  within the  Territory  (as such  terms are  hereinafter
defined);  provided, however, that notwithstanding the foregoing,  Executive may
make solely  passive  investments  in any  competing  entity the common stock of
which is  "publicly  held,"  and of which  Executive  shall not own or  control,
directly or indirectly,  in the aggregate  securities which constitute more than
one (1%)  percent of the voting  rights or equity  ownership  of such  Competing
Entity;  or (c) solicit or divert any business or any customer or employee  from
the Company or assist any person,  firm or corporation in doing so or attempting
to do so; or (d)  cause or seek to cause  any  person,  firm or  corporation  to
refrain from dealing or being or becoming employed by or doing business with the
Company or assist any person,  firm or  corporation in doing so or attempting to
do so.

      For  purposes  of this  Section  6.3;  (a) the  phrase  "compete  with the
Company"  shall  mean to engage  in any  business  activity  that  involves  the
operation, management, consulting or development of any schools, universities or
other educational activity in which the Company is then engaged and specifically
does not encompass the development, marketing and servicing of computer software


                                       13
<PAGE>

and hardware;  and (b) the phrase "Competing  Entity" shall mean any entity that
engages in any  business  activity  that  involves  the  operation,  management,
consulting or  development  of any schools,  universities  or other  educational
activity  in  which  the  Company  is then  engaged  and  specifically  does not
encompass  the  development,  marketing  and  servicing  of  computer  software,
hardware  and  related  products;  and (c) the term  "Territory"  shall mean any
geographic area in which the Company conducts business during such period.

      6.4 Non-Solicitation.  Unless Executive's  employment is terminated by the
Company without cause or by Executive for Good Reason,  Executive shall not, for
a period of one (1) year from the date of any  termination  or expiration of his
employment hereunder,  directly or indirectly:  (a) solicit for hire, or attempt
to solicit for hire, any employee of the Company,  or assist any person, firm or
corporation  in doing so or  attempting  to do so, or (b) plan for,  acquire any
financial interest in or perform any services for himself or any other entity in
connection with a business in which Executive's  interest,  duties or activities
would inherently  require Executive to reveal any Confidential  Information;  or
(c)  solicit  or  cause  to be  solicited  the  disclosure  of or  disclose  any
Confidential Information for any purpose whatsoever or for any other party.

      6.5 Breach of Provisions.  In addition to and without  limiting or waiving
any other remedies  available in arbitration or at law or in equity, the Company
or Executive shall be entitled to any otherwise available  immediate  injunctive
relief in any court,  domestic  or  foreign,  having the  capacity to grant such
relief,  to restrain any breach or threatened  breach of obligations  respecting
Confidential Information under the provisions of this Article VI.

      6.6 Reasonable  Restrictions.  The parties  acknowledge that the foregoing
restrictions,  the duration and the  territorial  scope  thereof as set forth in
this Article VI, are under all of the circumstances reasonable and necessary for
the protection of the Company and its business.

      6.7 Definition.  For purposes of this Article VI, the term "Company" shall
be deemed any subsidiary of,  affiliate of,  predecessor to, or successor of the
Company.

      6.8 Proprietary Information Agreement.  Executive shall accept and execute
the Company's  Proprietary  Information  Agreement,  a copy of which is attached
hereto  as  Exhibit  B.  Executive   agrees  to  comply  with  such  Proprietary
Information  Agreement to the extent such Agreement is not inconsistent with the
terms and conditions of this Employment  Agreement.  Executive  acknowledges and
agrees that the terms and conditions of this Employment  Agreement shall prevail
in the event of any inconsistency with such Proprietary Information Agreement.

                                   ARTICLE VII

                                  MISCELLANEOUS

      7.1 Binding Effect.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective legal representatives, heirs,


                                       14
<PAGE>

distributees, successor and assigns; provided that the rights and obligations of
Executive hereunder shall not be assignable by him.

      7.2 Notices.  Any notice provided for herein shall be in writing and shall
be deemed to have been given or made when personally delivered or three (3) days
following  deposit for  mailing by first class  registered  or  certified  mail,
return  receipt  requested,  or if  delivered by  facsimile  transmission,  upon
confirmation of receipt of the  transmission,  to the address of the other party
set forth below or to such other  address as may be specified by notice given in
accordance with this Section 7.2:

            (a) If to the Company

                19950 Mariner Avenue

                Torrance, CA 90503

                Or at the company's Corporate Head Quarters

            (b) If to Executive:

                At  the  home  address   designated  on  the  Company   records.

      7.3 Severability.  If any provision of this Agreement, or portion thereof,
shall be held invalid or  unenforceable  by a court of  competent  jurisdiction,
such  invalidity  or  unenforceability  shall  attach only to such  provision or
portion  thereof,  and shall not in any  manner  affect  or  render  invalid  or
unenforceable any other provision of this Agreement or portion thereof, and this
Agreement shall be carried out as if any such invalid or unenforceable provision
or portion thereof were not contained herein.  In addition,  any such invalid or
unenforceable  provision or portion  thereof  shall be deemed,  without  further
action on the part of the parties  hereto,  modified,  amended or limited to the
extent necessary to render the same valid and enforceable.

      7.4  Confidentiality.  The parties hereto agree that they will not, during
the term or  thereafter,  disclose to any other person or entity not employed by
the  Company or  affiliate  under a written  employment  agreement  the terms or
conditions of this Agreement  (excluding the financial terms hereof) without the
prior  written  consent of the other  party or as  required  by law,  regulatory
authority  or as  necessary  for  either  party  to  obtain  personal  loans  or
financing.  Approval  of the  Company and of  Executive  shall be required  with
respect to any press  releases  regarding  this  Agreement and the activities of
Executive contemplated hereunder.

      7.5 Arbitration.  Any  controversy,  claim or dispute arising out of or in
any  way  relating  to  this  Agreement,  the  alleged  breach  thereof,  and/or
Executive's  employment  with the Company or termination  there from,  including
without  limitation,  any  and  all  claims  for  employment  discrimination  or
harassment, shall be determined by final and binding arbitration administered by
The  American  Arbitration  Association  (AAA)  at Los  Angeles,  California  in
accordance with the AAA Arbitration Rules and Procedures for Employment Disputes
("Rules")  which  are in  effect at the time of the  arbitration  or the  demand
therefore.  The Rules are hereby incorporated by reference.  In the event of any
arbitration  proceeding,  a single neutral  arbitrator shall be appointed by the
AAA. California Code of Civil Procedure ss. 1283.05,  which provides for certain
discovery rights, shall apply to any such arbitration, and said code section, is
also hereby  incorporated  herein by  reference.  In  reaching a  decision,  the
arbitrator shall have no authority to change,  extend,  modify or suspend any of
the terms of this Agreement. The arbitration shall be commenced and heard in Los
Angeles County,  California.  The arbitrator  shall apply the substantive law of


                                       15
<PAGE>

California.  As  applicable  to the claim(s)  asserted,  and the  arbitrator  is
without  jurisdiction  to apply any different  substantive  law. The  arbitrator
shall  render an award and a  written,  reasoned  opinion  in  support  thereof,
stating all findings of fact and  conclusions of law.  Judgment on the award may
be entered in any court of competent jurisdiction,  even if a party who received
notice  under the  Rules  fails to appear  at the  arbitration  hearing(s).  The
parties may seek, from a court of competent  jurisdiction,  provisional remedies
or  injunctive  relief  in  support  of their  respective  rights  and  remedies
hereunder without waiving any right to arbitration.  However,  the merits of any
action that involves such provisional remedies or injunctive relief,  including,
without  limitation,  any action  seeking such relief for alleged  violations of
Article VI of this  Agreement  and further  including the terms of any permanent
injunction, shall be determined by arbitration under this paragraph. The parties
will pay the  arbitrator's  fees,  divided evenly between them,  except employer
shall advance and pay any arbitrator's fees in excess of $10,000. The arbitrator
shall  have full  authority  to award all  costs of the  arbitration  (excluding
attorney fees) fees to either party in a manner consistent with applicable law.

      7.6 Waiver.  No waiver by a party hereto of a breach or default  hereunder
by the other party shall be  considered  valid unless in writing  signed by such
first  party,  and no such  waiver  shall be deemed a waiver  of any  subsequent
breach or default of the same or any other nature.

      7.7  Controlling  Nature of  Agreement.  To the  extent  any terms of this
Agreement  are  inconsistent  with the  terms  or  provisions  of the  Company's
Employee Manual or any other personnel policy statements or documents, the terms
of this Agreement shall control.  To the extent that any terms and conditions of
Executive's  employment  are  not  covered  in this  Agreement,  the  terms  and
conditions  set forth in the  Employee  Manual  or any  similar  document  shall
control such terms.

      7.8 Entire  Agreement.  This  Agreement  sets  forth the entire  agreement
between the parties with respect to the subject  matter  hereof,  and supersedes
any and all prior agreements or understanding between the Company and Executive,
whether  written or oral,  fully or partially  performed  relating to any or all
matters covered by and contained or otherwise dealt with in this Agreement. This
Agreement  does not  constitute  a  commitment  of the  Company  with  regard to
Executive's  employment,  express or implied, other than to the extent expressly
provided  for herein.  Executive  enters  into this  Agreement  voluntarily  and
without reliance upon any promise, warranty or representation,  written or oral,
other than those expressly contained in this Agreement.

      7.9 Amendment.  No modification,  change or amendment of this Agreement or
any of its  provisions  shall be valid unless in writing and signed by Executive
and a duly  authorized  Officer of the Company  stating an  intention to modify,
change or amend this Agreement.

      7.10 Authority.  The parties each represent and warrant that they have the
power,  authority  and right to enter into this  Agreement  and to carry out and


                                       16
<PAGE>

perform the terms,  covenants and conditions hereof, and evidence of such power,
authorization and right shall be available for inspection on request.

      7.11 Applicable Law. This Agreement, and all of the rights and obligations
of the  parties  in  connection  with the  employment  relationship  established
hereby,  shall be governed by and construed in accordance  with the  substantive
laws of the State of California without giving effect to principles  relating to
conflicts  of law.  This  Agreement  shall be  construed  according  to its fair
meaning and not for or against any party.

      7.12  Successors  and Assigns.  This  Agreement  shall be binding upon and
inure to the benefit of the successors and assigns of the Company.  No rights or
obligations of the Company ("such  entity") under this Agreement may be assigned
or  transferred  by such entity  except that such rights or  obligations  may be
assigned  or  transferred  pursuant to a merger or  consolidation  in which such
entity  is not the  continuing  entity,  or the  sale or  liquidation  of all or
substantially  all of the assets of such entity,  provided that (a) the assignee
or transferee is the successor to all or substantially all of the assets of such
entity, (b) such assignee or transferee assumes the liabilities, obligations and
duties of such entity, as contained in this Agreement,  either  contractually or
as a  matter  of law,  and  (c)  immediately  following  such  transaction,  the
consolidated  net worth of the assignee or  transferee  is not less than the net
worth of such entity  immediately  prior to such  transaction,  both as measured
under generally accepted accounting principles consistently applied. The Company
further  agrees  that,  in the  event  of a sale of  assets  or  liquidation  as
described in the preceding  sentence,  it shall take whatever  action it legally
can in order to cause  such  assignee  or  transferee  to  expressly  assume the
liabilities,  obligations  and  duties  of the  assignor  or  transferor  entity
hereunder.  Except  as  expressly  provided  herein,  Executive  may  not  sell,
transfer,  assign,  or pledge any of his rights or obligations  pursuant to this
Agreement.

      7.13  Executive's  Rights.  Any rights of Executive  hereunder shall be in
addition to any rights  Executive may otherwise have under written benefit plans
or  agreements  of the  Company  to  which  he is a party  or in  which  he is a
participant,  including,  but not  limited  to, any  Company  sponsored  written
employee benefit plans, stock option plans, grants and agreements. Provisions of
this Agreement shall not in any way abrogate Executive's rights under such other
plans and agreements.

      7.14  Survival  of Rights  and  Obligations.  The  respective  rights  and
obligations  of  the  parties   hereunder   shall  survive  any  termination  of
Executive's  employment to the extent necessary to the intended  preservation of
such rights and obligations.

      7.15  Headings.  The headings of the sections  contained in this Agreement
are for  convenience  only and  shall not be deemed  to  control  or affect  the
meaning or construction of any provision of this Agreement.



                                       17
<PAGE>

      7.16 Counterparts. Thus Agreement may be executed in counterparts, each of
which shall be deemed an original,  and all of which together  shall  constitute
one and the same instrument.

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                     DIGITAL LEARNING INSTITUTE, INC.


                                     By: ______________________________

                                           Aurangzeb Bhatti, President

                                     EXECUTIVE

                                     By: ____________________________________


                                           UMESH PATEL


                                       18