Proposal for

                         A Comprehensive Voice Messaging
                              Communication System
                                       and
                          Parental Involvement Program








                                  Submitted by

                        Advanced Voice Technologies, Inc.





                    CONFIDENTIAL AND PROPRIETARY INFORMATION

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                                                    Submitted To:
                                                    Work/Family Directions, Inc.
                                                    March 1995

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II. PROJECT SPECIFICS

A. Technological Capabilities and Specifications

Homework Hotline Educational Services will provide each of the 100 schools in
the Work/Family Directions initiative with a customized Homework Hotline
Communications System that provides all functions required by the Transparent
School Model as well as the additional features requested by Work/Family
Directions in its proposal. Each system is programmable and controllable by
school personnel. The System is available to parents and teachers 24-hours a
day, 7 days a week. The capabilities and specifications of the Homework Hotline
Communications System are presented below.

It is important to note that Homework Hotline Educational Services is providing
schools with state-of-the-art hardware and software which will enable the
Transparent School Model to develop new ways of increasing school-family
communications. Working with Dr. Bauch, Homework Hotline Educational Services is
looking to expand the Transparent School Model so that teachers and parents can
communicate even more efficiently using the latest in technology, including
electronic mail, the Internet, and interactive cable television. As Homework
Hotline Educational Services develops further parent involvement programming,
the technological capacities of the System -- such as the CD-ROM drive, inkjet
printer, fax modem, and Pentium 90 processor -- will be able to provide
multimedia educational programming and access to information sources to assist
parents and teachers in creating learning challenges for children. Through the
Homework Hotline Communications System, the school districts in Work/Family
Directions' initiative will be ready not only to move into a new era of
school-home communications through the Transparent School Model but also to move
onto the Infobahn and into the 21st Century.


School-based hardware and software. Homework Hotline Educational Services is
committed to ensuring success in each and every school that participates in its
parent involvement program. The Homework Hotline Communications System uses the
most advanced, multimedia and interactive hardware available. In addition, this
leading edge hardware platform is being specified by the Company to ensure that
participating schools will not have to incur additional hardware costs as new
communications capabilities become part of the Transparent School Model. 



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For Work/Family Directions, the following hardware and software will be
provided:

        Hardware:
        Pentium 90 Processor
        (16) meg RAM 
        (840) MB (megabyte) Hard Drive 
        3 1/2" Diskette Drive 
        Tape back-up 
        (15 inch) VGA [Color] Monitor 
        (28.8) Fax Modem 
        CD-ROM Drive (Quad Speed) 
        Inkjet Printer 
        Push-button Phone 
        Network Card (Built-in Networking)


        HHES Voice Components
        Dialogic D41 (4 port) Voice Card
        Associated hardware
        Phone cables/splitters
        Additional voice card as necessary, based on school enrollment (w/
        approximately 100 additional voice cards based on unusually high average
        enrollment in schools chosen by W/F D.)

        Software:
        Proprietary Homework HotlineO Software
        Remote Diagnostic Software
        System Operating Software


All hardware and software are fully documented and easy to use. The Homework
Hotline Communications System comes with an Installation Manual, and phone
demonstrations to assist in initial set up and customization of the System.

Minimal ongoing operating costs for schools: To minimize the ongoing operating
costs to schools, each system will be configured with the fewest possible
dedicated telephone lines. A critical contributing factor to success of the
Transparent School Model is the ratio of students to the number of dedicated
lines provided for the Homework Hotline Communications System. Experience with,
and research on, the Transparent School Model has revealed that an insufficient
number of dedicated 



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lines will sabotage a home-school communications program by frustrating and
discouraging both parents and teachers. Constant busy signals are a turn off to
parents, teachers and students using the Transparent School Model. The current
industry trend is to reduce both the initial hardware costs as well as the
projected ongoing operating phone costs for schools by underequipping systems
with voice cards and phone lines. Homework Hotline Educational Services is
committed to ensuring success in each and every participating school, and
therefore installs the sufficient number of voice cards and dedicated phone
lines based on the size of each school population.

The Homework Hotline Communications System uses a metric developed through more
than five years of experience and research. The Company uses the metric of 200
students per line for elementary schools and 150 students per line in middle
schools, junior highs and high schools. The difference in these ratios is due to
the increased flow of information that occurs at both the middle and high school
levels. Thus, an average elementary school with 500 students will require 3
dedicated lines and an average middle or high school will require 4 dedicated
lines. Reducing the number of dedicated lines below these numbers will
significantly increase the likelihood that both parents and teachers will
receive repeated busy signals when they attempt to access the system, and
thereby discourage teachers from recording their messages and parents from
calling in. The proposed configuration assures that there are at least two lines
available for teachers and parents even if the system is making outgoing calls.
The system has the capacity to be expanded up to (16) lines.

The phone lines and, in some states, phone charges per call, are the only
operating cost that participating schools in the Work/Family Directions
initiative will have to pay to support the Homework Hotline Communications
System. See Section F, Operating Costs for Participating Schools.

At least one 2-way voice mailbox for each teacher which parents can access to
listen to and to leave messages. The Homework Hotline Communications System can
provide up to 10,000 individual voice mailboxes for each school. Each of these
mailboxes can be customized based on the school's unique requirements. Thus, in
even the largest school with several thousand students, the Company's system
(can) enable every teacher, student, administrator, sports and other
extracurricular organization to have at least one 2-way voice mailbox, while
still leaving mailbox capacity for any desired community and corporate partners.
All messages on the system can be changed or modified to meet changing needs and
requests.


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          Classroom Information: The system allows teachers to record daily
          information about what has happened in the classroom and what
          assignments and responsibilities children have for the days and weeks
          ahead. Teachers can record information 24 hours a day, from school,
          home or anywhere with a push-button phone. There is no practical limit
          to the number of messages that the system can hold. The system
          administrator in each school can determine the length of messages with
          a maximum length of 16 minutes. This is the core of the Transparent
          School Model -- making school-home communication easy, helpful and
          frequent.

          General Information: The system can provide single-digit access to
          general school information that is easily programmable by the school.
          This means that parents can call and, for example, press 1 for PTA
          information, press 2 for the cafeteria menu, etc. Options can be
          changed at any time. This "bulletin board" function is a component of
          the Transparent School Model.


Automated outcalling capability. The Homework Hotline has an easy to use
database of student and family information, (ultimately to include) phone and
fax numbers. Groups of students and/or parents can be selected quickly and
easily, and call groups can be activated remotely. Importantly, the Homework
Hotline will link all outbound messages for a given student/parent and thereby
deliver multiple messages with one telephone call. In addition, the Homework
Hotline is capable of simultaneously placing and receiving calls. For example,
if a school has four dedicated lines, three lines can be used for outcalling and
the other one will be reserved for inbound calls.

          Absentee(/) Tardy Notification: The system will automatically call the
          homes of absent or tardy students to deliver an absentee message or
          the school's tardy policy message. The message can be programmed to be
          delivered in the language understood by the household, e.g., Spanish,
          French, Vietnamese, etc. The message can be easily changed. If an
          answering machine picks up the call, the system (will play the message
          twice to maximize the chance that) insures that the full message will
          be recorded. Moreover, the system records when calls were initiated
          and completed. This statistical information is available to school
          administration.


          General Notification: School administrators can record an important
          message, e.g., about an upcoming school event or fundraising drive,
          and automatically call and deliver that message to all students' homes
          or to a 



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          select group of homes. The system keeps track of when these
          messages were delivered to each home -- and will persist in calling
          when the line is busy or there is no answer. The system has the
          ability to record a message and select the students to be called using
          any touch-tone telephone. The system can deliver up to 100 different
          and unique messages at the same time.

          Emergency Notification: The system allows the school to record an
          emergency message. This message preempts the normal system greeting
          and is the first message a person hears when the system is called. The
          system allows the school to record this message from a remote
          telephone, e.g., from the principal's home to cancel school in the
          event of an emergency.

          Absence Message: The system allows parents to call in at anytime and
          leave a message in the event that their child is going to be absent
          from school. The system provides voice messaging for internal use of
          teachers and administrators.

          Customize Use: The system has the flexibility for a school to
          implement solutions to unique information needs.

Multi-lingual capability. With the Homework Hotline, both mailbox and outcall
functions are easily adaptable to multi-lingual capability. All pre-recorded
outbound messages, such as absentee notification, can be delivered to homes in
the preferred language automatically. The Homework Hotline Communications System
can actively process and deliver messages in up to 100 languages. Homework
Hotline Educational Services is currently accommodating several school customers
throughout the country who have more than dual-language needs. The Company is
highly focused on addressing this growing cultural requirement.

Ease of use. All of the Homework Hotline Communications System's voice prompts
are easy to follow and completely interruptible. The system is designed with
engaging graphics screens that are inviting to the user. The Homework Hotline
Communications System allows "barging" so that it is not necessary for anyone
calling the Homework Hotline to listen to any information which they would
rather bypass.

24-hour access for teachers and parents. The Homework Hotline and the
accompanying voice mail system can be accessed by teachers, parents, students
and administrators 24 hours a day, seven days a week.


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Integration with existing school databases and student information management
programs. The Homework Hotline Communications System maintains a student
database with information specific to each student that can be easily downloaded
from an existing student database. The system has the capability of interfacing
with (many) of the major national student information management systems. The
Company also has the technical resources to develop interfaces with most other
student information systems -- including "homegrown" systems found in many small
school districts. In addition, the Company's next generation software will
employ industry standard database techniques facilitating the interface to
future student information management systems which are anticipated to use
industry standards as well.


In addition to the student database, the Homework Hotline Communications System
has the capability to store the class schedule of each student and play the
messages for all classes when a student's ID is entered. Personal messages for
each student can also be recorded and sent.

The system can create "master codes" for each teacher so that all classes for
that teacher can be accessed through one code. This feature is designed to make
it simpler and less time consuming for teachers in secondary schools to record
their messages given that they often teach five to seven different classes. By
using the "master code," a teacher with multiple classes can enter simply one
number and the system will prompt him/her to record messages for each of his/her
classes. In addition, the system will allow teachers to leave one message for
multiple class mailboxes.

Internal voice mail for school personnel. The Company's Homework Hotline offers
full-featured voice mail for internal use by all school personnel to promote
teacher-to-teacher and school-to-school communications.

Comprehensive reporting system. The Homework Hotline compiles detailed daily
statistics for all features of the system, including incoming call volume per
teacher per class, overall system call volume, and outbound calls attempted and
completed. Statistical reports can be generated on a daily,
monthly/month-to-date, and annual/ year-to-date basis.

Program evaluation. All statistical reports can be quickly and easily generated
to provide the appropriate information for overall program evaluation, as well
as to 



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provide detailed feedback to individual teachers about parent usage. In addition
to the built-in software features which enable program evaluation, the Company
will provide, on a quarterly basis, personalized support and guidance for each
school to help them evaluate and improve their program's effectiveness. The
Company's proprietary program evaluation framework and specific criteria are the
result of the many years of working directly with Dr. Bauch in helping schools
evaluate their Homework Hotline program.

In addition to the features and applications required, the Company believes that
its Homework Hotline Communications System offers a number of important, and
possibly unique, features. These are highlighted below:

          Student class schedule: The system has the capability to store the
          class schedule of each student and play all class messages when a
          student ID is entered. Thus, parents and students do not need to
          remember multiple class codes, and the length of the call is
          minimized.

          Remote activation of notification messages: The system will allow the
          school to activate remotely all notification features from any touch
          tone phone. For example, a coach could notify parents while the team
          is on the road if the team is experiencing a delay in their return to
          campus from an away game.

          Message stringing: If one student exists on multiple call lists that
          have been activated to call the home with a message, all messages will
          be delivered in one call, thereby minimizing utilization of phone
          lines while providing one call convenience to the home.

          Parent identification number: The school can assign a parent
          identification number for selected parents to ensure that the parent
          receives all notification calls. This is particularly valuable in
          disciplinary situations.

          Private student messages: When using the student ID number to access
          information, the teacher can leave a personal and private message for
          an individual student. The student and/or parent will receive this
          message when they can into the Homework Hotline and punch in their ID
          number.

          Rotating sponsor message: When using multiple sponsor messages, the
          Homework Hotline automatically rotates the messages per call.



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          Modification of recordings: The system allows all messages, including
          internal system prompts, to be changed (i.e., rerecorded) at any time
          from any touch tone phone.

          Remote diagnostics: The Homework Hotline has an internal modem with a
          remote diagnostics program that enables remote file transfer and
          trouble shooting.


B.  Installation
Installation capabilities: To meet the objectives of the Transparent School
Model, proper installation of any school voice messaging system goes far beyond
installing hardware and connecting phone lines. To be effective, each system has
to be customized to the specific needs of an individual school. The Company's
experience has shown that site-specific customization is a key factor in
determining the success of the overall parent involvement program. For this
reason, Homework Hotline Educational Services has always conducted personalized
on-site installation and customization at each school. The Company has been
alone in providing such a comprehensive, personalized approach. In response to
the current time constraints and scope of the Work/Family Directions project,
the Company has developed an alternate, yet equally effective, installation plan
which will provide the same degree of personalized, site-specific customization
while meeting the highly compressed installation timetable. The revised
installation plan is as follows:

          Step 1: Detailed pre-installation site survey: Homework Hotline
          Educational Services will conduct a detailed survey of each school at
          least one month prior to installation to ensure that all necessary
          steps are taken to prepare the school for installation of the Homework
          Hotline. Each school will receive a comprehensive pre-installation
          packet, which contains detailed checklists of decisions to be made and
          actions to be taken, an overview of the system and its components,
          guidelines for ordering telephone lines, and guidelines for file
          conversion to download student data onto the Homework Hotline. The
          Company's operations manager and his team of installers will
          personally follow up with each school to provide any assistance
          necessary and to schedule an installation date.

          Step 2: Community installation/customization orientation meeting: The
          Company will conduct an orientation meeting in each of the ten
          participating communities for all of the designated site-based system
          administrators. The 



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          meeting will be conducted by the Company's Regional Director who is
          assigned to that community. The meeting will provide a basic
          introduction to the overall program and the important role that system
          administrators will play. The Regional Directors will outline the
          exact steps that will take place when the system administrator returns
          to his/her respective school to install and customize the Homework
          Hotline. As a nice touch, a conference call will be placed to
          introduce the installation/customization team in Nashville and begin
          the one-on-one interaction.

          Step 3: Personalized on-line installation and customization. To
          facilitate a smooth installation, each system administrator will be
          linked via phone and computer to the Company's
          installation/customization team in Nashville. On a one-on-one basis,
          the system administrator will be walked through the detailed process
          of installing and customizing his/her system. The Company's remote
          diagnostics technology will enable its installation/customization
          consultants in Nashville to see what the system administrator sees and
          keys into his/her computer. In addition, the Regional Director who
          conducted the orientation meeting will travel to each location to make
          sure that the installation/customization process is effective.

          Step 4: Comprehensive start-up testing. Once the system has been
          installed and customized, the installation consultant will conduct a
          remote test to make sure that each feature is working properly.

          Step 5: Start up refresher. Since all of these systems will be
          installed during the summer months, Homework Hotline will schedule, if
          desired, another teleconference when the school year begins for the
          system administrator to speak with one of the Company's installation
          consultants to address any remaining questions and/or concerns and to
          help refresh him/her on any of the features of the system.

          Step 6: Follow up support. During Fall, 1995, the Company's Regional
          Directors will conduct another meeting of all the system
          administrators in each community to ensure that the program is running
          smoothly. The Regional Director will also help set up an ongoing user
          group among system administrators. This is in addition to the ongoing,
          unlimited, 24 hour 800 number support provided.

Coordination with local phone companies: As part of the pre- installation
process,



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 the Homework Hotline installation/customization team will assume the
responsibility for coordinating and paying for the installation of required
dedicated phone lines for each school. As a note, Work/Family Directions should
be aware that the telephone line installation charges can become a significant
variable expense as these costs can vary tremendously from community to
community.




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(SEE RIDER)

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D. Warranties/Technical Assistance/Upgrades

Hardware and software warranties: The Company will provide a three year warranty
on all system hardware and software. The system is warranted to be free from
defects and perform the functions described for three years.

Technology/software upgrades at no additional costs: The Company will provide at
no additional cost three years of software upgrades including, but not limited
to, those features requested in this proposal.

Availability and quality of technical assistance: The Company is renowned for
the quality, consistency and responsiveness of its technical support. The
average tenure of the Company's technical support team is over eight years.
Under this proposal, the Company will provide three years of unlimited technical
support through a toll free number for all participating schools. (By no later
than November 1, 1995,) Technical support will be available 24 hours a day, 7
days a week. This technical support will include, not only assistance with
hardware and software issues, but also, and importantly, ongoing assistance in
helping schools customize the applications of the Homework Hotline to optimize
the effectiveness of the Transparent School Model.

In addition to technical support, the Company will provide extensive educational
services support to teachers and school administrators as outlined in the
various sections in this proposal. This educational support will link schools
and teachers with our staff of educational consultants, who are qualified to
provide advice on a full range of parental involvement issues.




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               A stamp and ink pad for each teacher which contains the Homework
               Hotline number and an urge for parents to call in daily

               Parent introduction and involvement packets developed in
               conjunction with Dr. Bauch. These packets will contain
               introductory information about the Homework Hotline parental
               involvement program, a quick reference guide designed to be
               mounted on the refrigerator which will outline how to access and
               effectively navigate the Homework Hotline, a pressure sensitive
               sticker to be placed on any home phone, and a tips booklet to
               help parents help their children continue the learning process at
               home.



F. Operating Costs for Participating Schools

The only operating costs incurred by schools as a result of installing the
Homework Hotline will be ongoing phone line charges. As described in the section
on technology requirements, Homework Hotline Educational Services strongly
recommends that a sufficient number of dedicated telephone lines be installed in
each participating school. Based on the Company's years of experience and
research, elementary schools should install one dedicated phone line for every
200 students, and middle, junior and high schools should install one dedicated
phone line for every 150 students. Thus, an average elementary school with 500
students would require a Homework Hotline with three dedicated phone lines,
whereas an average middle or high school would require four dedicated phone
lines. The operating cost for these phone lines varies dramatically from state
to state, based on the fee structure and whether the state permits a discount on
phone charges for educational purposes.



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G.  Other Organizations/Subcontractors

Homework Hotline Educational Services is committed to implementing an aggressive
affirmative action plan for the Company. Senior management believes that the
Company must serve as the industry's model in hiring practices and in developing
a subcontracting agreement for its hardware if the Company is to provide
services to our nation's schools. To that end, the Company has reached an
agreement with a minority business enterprise (MBE) whereby the Company will
purchase all hardware from this subcontractor. Many school districts now require
participation with MBEs before approving vendors for work in the school
district. Prior to January 1, 1995, Homework Hotline Educational Services
employed ten (10) individuals, all of whom are Caucasian. Since January 1, 1995,
the Company has hired ten (10) individuals, four of whom are either Hispanic or
Afro-American.


H.  Replication

Homework Hotline Educational Services has approached this proposal with
replication very much in mind. The Company is offering significant savings to
Work/Family Directions even during this initial pilot year. The normal cost of
providing the technology and services outlined in this proposal exceeds $17,000
per school. Due to the efficiencies of replication achieved in dealing with
Work/Family Directions and with a project of this scope and design, the Company
is able to provide the services and technology for $15,000 per school.

The Company anticipates being able to maintain these cost savings in future
years and will pass along all computer hardware cost savings
that are realized as hardware prices continue to fall, or as the size of the
Work/Family Directions' initiative increases.

Over half of Homework Hotline Educational Services' costs are based on "people
intensive" installation, training, and support services. Replication cost
savings in these areas are harder to affect. However, the Company is highly
sensitive to the cost pressures in both the corporate and educational
communities. The Company will continue to seek ways to deliver its programs,
resources, and ongoing support in the most efficient way possible, without
jeopardizing the effectiveness and impact which the programs are designed to
have on schools, communities, and, most importantly, involved families.


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I.  Additional Plans and Proposals

Through its recent influx of capital resources, Homework Hotline Educational
Services has made a substantial commitment to bring the Homework Hotline
Communications System into the 21st Century. Today, voice is the common
denominator for communication between home and school. However, the Company
recognizes that other forms of communication such as the personal computer and
interactive cable television are rapidly increasing their penetration into homes
with school-aged children. As an example, the dramatic increase in PC purchases
during last year's holiday season was largely due to parents buying computers
for their children.

Homework Hotline Educational Services, in its determination to keep its product
on the cutting edge of technology, is actively developing new modules to permit
communication on these new digital highways, in additional to continuing to
enhance its voice-based module. These new communication modules are planned to
include, but not be limited to, the ability for schools and homes to interact
through electronic mail via Internet access, as well as through interfaces to
leading interactive television systems.

The hardware architecture currently being deployed by the Company is specified
to permit these next generation communication modules to exist simultaneously
with a voice based product without requiring costly hardware upgrades in the
future. In short, the Company is installing the most advanced hardware available
today so that schools will be able to take advantage of these new communication
links in the future with no additional hardware investment. Interfaces are also
being developed to make the Homework Hotline Communications System compatible
with new industry standard voice protocols which will permit easy interface to
future products by Homework Hotline Educational Services and third parties. In
essence, the hardware architecture will allow the Homework Hotline product to
evolve into a virtual communications server for the entire local community.

The product specified in this proposal, and the product that will be delivered,
operates on standard telephone lines. However, the Company's software
architecture easily permits the substitution of the standard analog lines with
digital lines (e.g., ISDN) which are anticipated to reduce operating costs and
increase capacity. Once these digital lines become widely available and more
cost efficient than traditional phone lines, schools using the Company's
Homework Hotline will 



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be able to reduce their ongoing operating costs by making this substitution.

As open architecture continues to promote industry standards to facilitate
interconnectivity of different software and hardware applications, the Company
is taking advantage of this trend and building the most open system available.
As a result, the Homework Hotline will be able to interface easily with [Strike
Through Text] (most) current, as well as future, gradebook software, student
information management systems, classroom computers and personal digital
assistants.

In addition to expanding the technical functionality of the Homework Hotline
Communications Server, the Company is deeply committed to aggressively expand
the scope and depth of its parental involvement and parenting programs,
resources, and access points. Working with Dr. Bauch and several other leading
educational researchers and professionals, the Company is devoting significant
financial and management resources to enhancing its educational programming.
During school year 1995/1996, the Company will be able to deliver additional
programs using the already enhanced technological capabilities of the Company's
leading edge hardware/software platforms.

Three of these services include: access to a private Homework Hotline parental
involvement area on the Internet; a fax-on-demand service to provide parents and
teachers with relevant articles on numerous topics relating to parental
involvement and parenting effectiveness; and a virtual parent newsletter
service.

          Access to a private Homework Hotline parental involvement area on the
          Internet:

          Participating schools will be able to access this area directly
          through the Internet or through standard dial-up modem, both of which
          will be available through the Homework Hotline Communications Server.
          The Company will provide the required access software, training and
          support to participating schools. In this area of the Internet,
          schools will find news and information on parent involvement and
          parenting in general. The Company's team of experts will continuously
          peruse the Internet on a worldwide basis to find and connect users
          with relevant articles and other valuable information (e.g., grant and
          funding opportunities for parental involvement programs). In addition,
          the Company will create an area for a high level bulletin board for
          members of the Homework Hotline family in which ideas can be shared
          and help can be solicited. Thus, by accessing the Company's "Home
          Page" on the Internet, schools will be able to find "one stop
          shopping" for all information 



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          and expert advice on parent involvement and parenting.

          A parental involvement and parenting effectiveness fax-on-demand
          service. This service allows teachers, parents, and school
          administrators to receive faxed copies of articles and briefs from an
          extensive collection of parental involvement articles and reports.
          This information database is being assembled, and will be maintained,
          by the Company's staff of educational researchers and educational
          professionals. A planned extension of this service will provide access
          and referrals to, as well as summary information about, local
          community resources and social services.

          A virtual parent newsletter. This service will enable schools, and
          even individual teachers, with minimal time and effort to produce a
          customized newsletter which will have a highly professional and
          published look with the relevance and impact of a grass roots
          communication. This unique and innovative service, accessed through
          the Homework Hotline, will let schools and teachers create their own
          newsletter through

          o selecting several relevant articles through searching an on-line
          database of pre-approved and edited articles and downloading the few
          entries they would like to insert in their newsletter

          o entering any additional school-specific information (e.g., awards,
          sports schedules, other important announcements)

          o choosing a format template from a wide range of options, which can
          be customized with the school with name and logo

          o choosing, if desired, from a file of clip art and photographs

          o and, finally, with a few key strokes, accessing a software program
          to turn the chosen and written material into a professional looking
          newsletter


III.  IMPLEMENTATION SCHEDULE
The implementation schedule that Homework Hotline Educational Services has
developed to meet the scope and timing of the Work/Family Directions' project is
presented in the implementation timetable attached at the end of this document.




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IV.  INSURANCE


Homework Hotline Educational Services presently holds Commercial General
Liability (see attachment) for $1,000,000 each occurrence and $2,000,000 General
Aggregate. [Strike Through Text]


The Company has hired auto and non-owned auto liability for $1,000,000.

Please see attachment of photocopied insurance certificates.

Employees in the Company's New York City and Nashville offices are covered by
Employer's Liability/Worker's Compensation to statutory limits.


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V.  PROGRAM BUDGET

Homework Hotline Educational Services is able to provide Work/Family Directions
with the technology and services outlined in this proposal for $15,000 per
school. Below is a brief description of the technology and services and the
normal associated cost for each component/element for each school. While the
normal costs, and projected variable costs, far exceed this amount, the Company
will maintain this all-inclusive price of $15,000 per school. This cost also
includes any additional services/technology/programs developed by the Company
during the 1995/1996 school year.

A. Technology

         Hardware
         * Pentium 90
         * (16) meg RAM 
         * 750 MB (megabyte) Hard Drive 
         * 3 1/2" Floppy Drive *
         * Tape back-up 
         * (15 inch) VGA Monitor 
         * (28.8) Fax Modem 
         * CD-ROM Drive(Quad Speed) 
         * Inkjet Printer 
         * Phone 
         * Network Card 
         * Documentation 
         * Optional Uninterrupted Power Source

               ..........................................................$3,200
   HHES Voice Components
   * Dialogic D41 (4 Port) voice card
         * Associated hardware
         * Phone cables/splitters
         * Assembly
         * Documentation

               ..........................................................$2,400

                                       * Additional Dialogic D41 voice cards for
                                        schools with more than 500 students
                                       ........................$1,500
                                       (* Approximately 100 additional boards


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                                        required becuase of school selected W/F
                                        D.)
   Software
         * Proprietary Homework HotlineO Software
         * Remote Diagnostic software
         * System Operating software

                .........................................................$4,900

         Sub-total for technology   ....................................$10,500+


B. Installation

     *  Shipping

     *  Six step personalized installation/customization program

     *  Installation Manual for System Administrator (Qty 2)

     *  Estimated installation charges for new phone lines
        installed at each school

                 ........................................................$1,450
     
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         (SEE ATTACHED)

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                             [Strike Through Text]


                 ........................................................$2,300
                         * Additional per teacher training charge for schools
                         with over 30 teachers
                 .........................................................$85/ea

D. Warranties/Technical Assistance/Upgrades

          * Three (3) year warranty/service contract on hardware and software
          The system is warranted to be free from defects and perform the
          functions described for three (3) years.

         *  Annual  technical assistance/support for system
administrator(s) on hardware and
             software set-up/customization, system maintenance,
troubleshooting, etc.
                   - Unlimited 800 number for Technical Assistance Help-Desk for
                     individualized support
                   - Training and support for any new administrators

          *  Three years of software upgrades including, but not limited to
          those features requested in this proposal
                  .......................................................$1,900


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                             [Strike Through Text]

                         (SEE ATTACHED)

                  .........................................................$900


          F. Additional Services/Technology Proposed

               * Access to the private Homework Hotline Parental
               Involvement "Home Page" on the Internet

               * Parental involvement and parenting effectiveness fax-on-
               demand service

               * Virtual newsletter

                  ..........................................................TBD



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