Exhibit 10.1

                                 PURCHASE ORDER

To:               Phoenix Multimedia, Inc.
From:             Global e Tutor, Inc.
Re:               Purchase Order Authorizing Phase One
Date:             August 31, 2000

This purchase order is being issued to purchase the services outlined in "The
Proposal for Global e Tutor" dated August 23, 2000, (a copy of which is attached
hereto and by reference made a part hereof) (and which includes Amendments 1 and
2).

In addition, Global e Tutor, adds and/or amends the Proposal with the following
language and makes it an integral part thereof:

          1.  Under the heading "Hosting", we add the following language:

              "The initial hosting rate will be $139.00 per month, and this rate
              will increase as the number of users increase. The cost of hosting
              will be reviewed and more clearly defined in Phase 2 of the GET
              and Phoenix relationship."

          2.  Under the heading "Payment Plan", we add the following language:

              "The remaining balance of $66,000 will be paid in 4 equal monthly
              installments of $16,500 each beginning September 8, 2000."

          3.  The language under the heading "Payment Plan" that states
              "Remaining balance of $66,000 due Sept. 8, 2000." will be deleted
              from the Proposal.

Global e Tutor will wire the first installment of $66,000.00 to Phoenix
Multimedia's bank upon Phoenix's acceptance of this Purchase Order.

Agreed to by:

Global e Tutor, Inc.                         Phoenix Multimedia, Inc.



/s/ Jerry Barton                              /s/ Wm. Cole Smit
---------------------------                  --------------------------
Jerry Barton, President/CEO                  Cole Smith, President/CEO
Date: August 31, 2000                        Date: September 1, 2000

<PAGE>

                                   Proposal
                                      For

                                  Global eTutor

                                 August 23, 2000

                             [GRAPHIC OMITTED](TM)

                            Phoenix Multimedia, Inc.
                               689 Discovery Drive
                              Huntsville, AL. 35806

                                   Support:

       Mark Brown, Senior Director of Marketing (256) 464-6600 ext. 115

<PAGE>

                                                           [GRAPHIC OMITTED](TM)


                               [GRAPHIC OMITTED]

                      .        Acknowledgment

[GRAPHIC OMITTED]              [GRAPHIC OMITTED

                      .        Program
                      .        Specs
                      .        Visual Theme
                      .        Functionality

[GRAPHIC OMITTED]              [GRAPHIC OMITTED]

                      .        Schedule
                      .        Costs
                      .        Hosting
                      .        Deliverables
                      .        Payment Plan
                      .        Ownership


[GRAPHIC OMITTED]              [GRAPHIC OMITTED]

                      .        Client Responsibilities
                      .        Communicating Change
                      .        Project Baseline

[GRAPHIC OMITTED]              [GRAPHIC OMITTED]

                      .        Communicating Change
                      .        Project Baseline

<PAGE>

[GRAPHIC OMITTED]              [GRAPHIC OMITTED]

                      .        Who We Are
                      .        What We Do
                      .        How We Work
                      .        Commitment to Quality
                      .        Conclusion

<PAGE>

Global e Tutor
Web Site-- Phase One
                                 [GRAPHIC OMITTED]

                                 Phoenix Multimedia is pleased to deliver the
                                 following proposal, for production of Phase One
                                 of the Global eTutor Web Site. As this entire
                                 web site is expected to reach into the
                                 multimillion dollar level, we have opted to
                                 take a phased approach in order to satisfy the
                                 immediate needs of Global eTutor and position
                                 the company best for future developments. If
                                 you have any questions or would like to modify
                                 proposal components, please contact Mark Brown
                                 (256) 464-6600 ext. 115.

                                 [GRAPHIC OMITTED]

PROGRAM                          The website will contain a custom Look & Feel,
                                 specially designed for Global eTutor, a splash
                                 intro animation developed in Flash, and site
                                 structure and functionality as outlined in the
                                 attached hierarchy.

SPECS                            Browser-based solution designed will be
                                 optimized for use in Internet Explorer 5.0+.
                                 Flash display requires the user to have the
                                 Flash player on their computer, which ships
                                 with many browsers in use today, including
                                 Internet Explorer 5.0+. Tutorials require
                                 download of the Streammaker player, a small
                                 download.

VISUAL THEME                     Graphics from which to base the Look & Feel
                                 will be delivered by Global eTutor and enhanced
                                 by Phoenix Multimedia for delivery on the
                                 Internet in an entertaining, professional,
                                 family-friendly interface.

                                 The initial site page will be positioned as a
                                 splash screen, where the user will be able to
                                 view a high-impact Flash Intro or skip into the
                                 site main introductory page directly. Each tree
                                 in the hierarchy will have a slightly
                                 different, yet complementary Look, toned for
                                 its target audience and contents.

                                 Each of the six trees in the hierarchy will
                                 have its own Flash commercial, approximately
                                 10-20 seconds in length. In addition, ten 5-10
                                 second Flash animated


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Global e Tutor
Web Site-- Phase One

                                 design components will be made for portal
                                 areas, such as: music, games, TV/movies,
                                 sports, clubs, etc.

FUNCTIONALITY                    Site structure and navigational functionality
                                 will be developed according to the accompanying
                                 hierarchy. The site will be designed with an
                                 intuitive easy to use interface. A site map
                                 will also be provided, as a means for users to
                                 quickly jump to various public areas within the
                                 web site.

                                 User registration will be required to
                                 enter portal areas. Users will be asked to
                                 enter a username and email address. This
                                 information will then be stored in a database
                                 designed for Global eTutor. Global eTutor will
                                 be able to view their customer usernames and
                                 email addresses via a browser-based
                                 administrative interface.

                                 Once logged in to one portal area, users who
                                 visit an additional portal area will be
                                 automatically recognized so that they do not
                                 have to log in again.

                                 Under the contact us area in the corporate
                                 section, email links to each Global eTutor
                                 department will be featured. Also, a JavaScript
                                 e-mail form will be included so that visitors
                                 will be able to use a pulldown menu to select a
                                 recipient at Global eTutor, compose their
                                 message, and hit 'Send Message' to contact
                                 Global eTutor.

                                 [GRAPHIC OMITTED]

SCHEDULE                         Phoenix Multimedia, Inc. will deliver Phase One
                                 on or before October 2, 2000, dependant on
                                 timely delivery of assets (text in electronic
                                 format, graphics from which to base look &
                                 feel, and timely milestone sign-off approvals.)
                                 A timeline is attached to this document.

COSTS                            Project Management
                                 Graphics
                                 Animation
                                 Internet Creative Programming

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<PAGE>

Global e Tutor
Web Site-- Phase One


                                 Internet Technical Programming
                                 Back-end Database Programming
                                 Testing
                                 ----------------------------------
                                 Total:               $132,000

HOSTING                          Phoenix Multimedia will host the Global eTutor
                                 web site at a TBD rate, not included in this
                                 proposal.

PAYMENT PLAN                     $66,000 due at contract signing, prior to work
                                 performed. Payment to be made by certified
                                 check or money order payable to the order of:

                                 Phoenix Multimedia, Inc.

                                 689 Discovery Drive

                                 Huntsville , AL. 35806

                                 Remaining balance of $66,000 due Sept. 8, 2000.

OWNERSHIP                        Global eTutor will own the use of code
                                 generated for Phase One of the Global eTutor
                                 web site. This ownership is non-transferable
                                 and code cannot be transferred or replicated
                                 without prior written approval from Phoenix
                                 Multimedia. Phoenix Multimedia retains the
                                 right to demonstrate any sections of the
                                 completed program as part of on-going marketing
                                 efforts.

                                 [GRAPHIC OMITTED]

CLIENT                           Timely delivery of assets in electronic format,
RESPONSIBILITIES                 meetings, and sign-off approvals according to
                                 attached timeline.

                                 Designated single point of contact, POC, with
                                 sign-off authority.

                                 [GRAPHIC OMITTED]

COMMUNICATING                    To assess a change, Phoenix's POC, and Global
CHANGE                           eTutor's POC, will discuss the new change
                                 needed, noting the details of the change,
                                 reasons for the change, and effects the
                                 change will have on the

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Global e Tutor
Web Site-- Phase One


                                 project. Phoenix Multimedia, Inc will then
                                 evaluate the effects of the change on the
                                 program design and on the approved schedule and
                                 budget.

                                 After reviewing these effects, if there is
                                 agreement to implement a change, Phoenix
                                 Multimedia, Inc will prepare a Change
                                 Authorization form for approval by Global
                                 eTutor. The form details costs that may be
                                 incurred when the change is made.

                                 If a change cannot be accommodated, Phoenix
                                 Multimedia, Inc.'s POC will explain the reasons
                                 to Global eTutor and suggest alternative ideas
                                 wherever possible.

PROJECT BASELINE                 When assessing changes in the scope of
                                 work, Phoenix Multimedia, Inc. also project
                                 deliverables as a baseline reference. The
                                 effects of a change will always be measured
                                 with respect to work already completed.

                                 [GRAPHIC OMITTED]

GENERAL                          Who We Are
CORPORATE                        Phoenix Multimedia, Inc. provides a full
                                 schedule of services for custom design
                                 and development of training and performance
                                 improvement applications, and web-based
                                 infotainment and multimedia software products.

                                 We have developed applications in all the
                                 traditional and multimedia formats. Our
                                 production processes are built on a foundation
                                 of research in media and computer
                                 technologies. Our client list includes major
                                 corporations, government, educational
                                 institutions, television stations, and
                                 libraries.

                                 We have earned a reputation for creativity and
                                 design excellence. Our staff consists of
                                 recognized and experienced professionals who
                                 place the highest priority on quality. Our
                                 concern for the satisfaction of


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<PAGE>

Global e Tutor
Web Site-- Phase One


                                 our customers is paramount in our business
                                 philosophy.

                                 Our location provides us with a unique ability
                                 to travel to any location in the world with
                                 ease, through Huntsville International
                                 Airport.

                                 What We Do
                                 The professional staff at Phoenix Multimedia,
                                 Inc. performs analysis, design, development,
                                 production, engineering, and programming
                                 services. We are not restricted by a technical
                                 specialization. Instead, our applications are
                                 based on delivery platforms that conform best
                                 with client requirements. We employ
                                 instructional designers, writers, graphic
                                 artists, software engineers, programmers, and
                                 video production specialists.

                                 Our programmers have expert command of a wide
                                 variety of hardware and software, including
                                 every major authoring system for
                                 computer-based training on CD-ROM and Internet
                                 /Intranets.

                                 Our graphics staff is comprised of talented
                                 artists with experience in computer
                                 technology, quality graphics, and animation
                                 techniques. They provide support for
                                 productions on the Internet, Intranets, video,
                                 audio, and print.

                                 We can deliver complete applications or
                                 provide individual services to augment the
                                 in-house abilities of our clients.

                                 How We Work
                                 Phoenix Multimedia, Inc. is committed to close
                                 co-operation with clients throughout our work
                                 processes. We have developed precise methods
                                 to control every aspect of our activity and we
                                 review status frequently to

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<PAGE>

Global e Tutor
Web Site-- Phase One

                                 make sure we are on target. Coupled with formal
                                 reviews by project phase, these methods ensure
                                 that our applications are delivered on time and
                                 on budget.

                                 Commitment to Quality
                                 Phoenix Multimedia, Inc. facilities, equipment,
                                 and organizational structure contributes to our
                                 winning track record of successful
                                 accomplishment of client's goals -- with
                                 maximum cost-efficiency. The functional design
                                 and development process Phoenix Multimedia will
                                 employ to produce this product will include
                                 control points for review of work-in-progress.
                                 We will make every effort to eliminate errors
                                 from deliverables before shipment. Likewise,
                                 detailed documentation of our work-in-progress
                                 and project management reports will help
                                 anticipate problems before they occur. Our
                                 clients, therefore, effectively control content
                                 integrity and costs, and meet their deadlines,
                                 while maintaining overall product quality.

CONCLUSION                       Phoenix Multimedia, Inc. looks forward to
                                 developing a Phase One of the Global eTutor
                                 website, and subsequent projects.

                                 If you have any questions about the information
                                 contained in this document, please telephone
                                 Mark Brown at (256) 464-6600 ext. 115.
<PAGE>

Development Schedule

Development Schedule 08/23/2000

<TABLE>
<CAPTION>
=====================================================================================================================
Activity                                                                                                  Finish
                                                                                            Start Date    Date
=====================================================================================================================
<S>                                                                                         <C>           <C>
=====================================================================================================================
Kick-off Meeting                                                                            8/16/00       8/16/00
=====================================================================================================================
Hierarchy Review & Sign-Off Approval*                                                       8/18/00       8/25/00
=====================================================================================================================
Delivery of all graphics by GET (includes obtaining necessary use permissions)*             8/28/00       8/28/00
=====================================================================================================================
Delivery of all text by GET (includes obtaining any necessary use permissions)*             9/4/00        9/4/00
=====================================================================================================================
Look & Feel Review                                                                          9/11/00       9/11/00
=====================================================================================================================
Look & Feel Finalization & GET Sign -off Approval*                                          9/11/00       9/15/00
=====================================================================================================================
Flash Presentation Kick-Off Meeting (PMM/GET Brainstorming Session)**                       8/28/00       8/28/00
=====================================================================================================================
Flash Presentation Development**                                                            8/28/00       9/23/00
=====================================================================================================================
Site Structure Programming                                                                  8/25/00       9/16/00
=====================================================================================================================
Database / Technical Programming                                                            9/6/00        9/30/00
=====================================================================================================================
Integration                                                                                 9/21/00       9/27/00
=====================================================================================================================
Testing & Upload                                                                            9/25/00       10/2/00
=====================================================================================================================
Delivery                                                                                    10/2/00
=====================================================================================================================
</TABLE>

*Any delay in delivery of content and/or approval signatures will result in
extension of the timeline and delivery date.
Our review process includes up to two minor revisions per approval. Increased
revisions or change of mind may change the scope of work and cause additional
fees and timeline extension. Phoenix Multimedia will advise GET of such fees
prior to occurance.

** Phoenix Multimedia is being given artistic freedom in the design and
placement of these Flash presentations, and will base the development of these
presentations off of ideas generated in the PMM/GET Brainstorming Session.

Confidential --Phoenix Multimedia, Inc.
Created by: Angela Wessling
Email address: angela@phoenixmm.com
               --------------------
<PAGE>


Debbie Ward
--------------------------------------------------------------------------------

From:     "Gary Gardner' <gary@phoenlxmm.com>
To:       <debbieward@gtutor.com>
CC:       "Mark R. Brown" <mbrown@phoenixmm.com>; "Angela Wessling"
          <angela@phoenixmm.com>; "Cole Smith" <cole@phoenixmm.com>;
          <bradvick@davidsonenterpr.com>
Sent:     Tuesday, August 29,200O 4:18 PM
Subject:  Global-e-tutor's Questions.

Ms. Ward:

Following is an attempt to answer the questions raised regarding the proposal
sent to Global-e-tutor, Inc by Phoenix Multimedia, Inc., dated August 23, 2000.

  1)  Regarding the use of code provision that is outlined on page 3 of the
  proposal, we just want some more clarification on what that means in terms of
  how we can and can't use the code according to the proposal.

  As Cole Smith indicated the Web site will belong to Global-e-tutor, Inc. The
  operating code (@Leap software) is proprietary to Phoenix Multimedia. Phoenix
  is licensing the use of the code to Global-e-tutor, Inc.
  2)  Will the community elements including web based mail fall under Phase 1 at
  all, or is it to be built later?
  Phase one includes User registration to enter portal areas. Users will be
  asked to enter a username and email address. This information will then be
  stored in a database designed for Global eTutor. Once logged in to one portal
  area, users who visit an additional portal area will be automatically
  recognized so that they do not have to log in again. Phase one does not
  include any other community elements.

  3)  Hosting cost according to the proposal is TBD. Is it possible to have some
  kind of idea at this point and/or a cap?
  This is a more difficult question as cost are tied to usage. A indicated by
  Cole Smith the initial cost would be $139.00 per month and would be adjusted
  based on monthly usage.

  4)  What kind of editing capabilities does GET or GET contractors have?
  -We could give you dial-up access for your web developers to make text
  changes, etc. to the web site. Your developers would maintain the text, etc.
  Phoenix would maintain the db. Alternatively, we could offer a monthly fee and
  hire some staff to maintain the site for Global-e.

  5)  If no community elements are built into Phase 1, what kind of access will
  GET have to the database that holds the email, usernames, and passwords
  customers put in the first time they visit the site? (We want to communicate
  with them and ensure that the information they use remains the same for when
  they officially register and we begin to collect more quantities of data.)
  Global eTutor will be able to view their customer usernames and email
  addresses via a browser-based administrative interface, Global eTutor will be
  able to click on each email address to send email to the user (via the default
  mail client for the workstation used to access Global eTutors admin area).
  Global eTutor will be able to send email to all user at once as well (via the
  default mail client for the workstation used to access Global eTutors admin
  area).

  6)  Is the e-learning center, the main place on the site that GET and PMM will
  co-brand in Phase 1?
  YES, the elearning center will be the main place. However, "Site developed by
  Phoenix Multimedia, Inc." will appear in fine print next to Global eTutor
  copyright information throughout the site.

  7)  Will any banner ad place holders be built into Phase 1 such that once we
  have certain advertisers, even if they come after
  Phase 1 is built, we can still "plug them in" to the place holder?
  This is the first mention of this need. We can build a placeholder into the
  site template, however, Phase One does not include development of or placement
  of banners throughout the site.
<PAGE>


I believe that it would be wise for our technical people to get together with
you and yours at some point. I understand that it is important to only have one
POC, but this would be more for helping our team stay up to date on the site as
its being built, plus, I believe that as we are aggregating content, we have
some great ideas that we can implement in the site that can really make it a
great showcase for both PMM and GET. Our technical experts will be much more
capable of presenting the content to you from a technical perspective than I
will. One suggestion is that we could do pre-scheduled meetings when we have
content we would like to aggregate in the site, especially if the content has
specific technology related issues as to why we are interested in showcasing it.
If you could just let me know your thoughts on this, I would appreciate it.


    .  The Idea with a SPOC is to receive input after it is finalized, having
       gone through the company "decision-making" process.
    .  We could offer to conduct consultation sessions to help them make up
       their mind, charge them for consultative sessions and project scoping,
       and let them know it will impact the timeline.
    .  The aggressive development timeline for this project leaves no room for
       adding additional technical requirements, consultation meetings, or
       scoping outside the issued timeline and proposal.
    .  If their technical personnel have identified items "from a technical
       perspective" that they would like to see in the site, great! We can
       discuss building them into Phase Two.
    .  For Phase One, we are awaiting images and text content for each page.
       Technical functionality will be developed only as specifically outlined
       in the proposal.
    .  A brainstorming session is scheduled for Flash commercials.