<PAGE>

EXHIBIT 10.17


         EDT Learning [LOGO]
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                             SUBCONTRACTOR AGREEMENT

         This subcontractor agreement (the "Agreement"), is made to be effective
on May 1, 2003 (the "Effective Date") by and between EDT Learning, Inc. ("EDT
Learning"), a Delaware corporation and Interactive Alchemy, Inc. ("Contractor").

         WHEREAS, EDT Learning is in the business of providing custom content
development services to its customers (in the corporate, government and
education customers sectors) and is the owner of certain proprietary techniques,
methods and/or processes for developing and converting content into online and
cd-rom based courses to individual end users and distributors;

         WHEREAS, EDT Learning and Contractor desire to enter into an agreement
whereby Contractor will provide e-Learning custom content development and
professional services to EDT Learning and indirectly to EDT Learning's Customers
using among other things EDT Learning's Development Software;

         WHEREAS, EDT Learning and Contractor wish to execute this Agreement and
certain subsequent statements of work, which will provide a description of each
specific engagement or project, the associated fees, and the resulting work
products or courses;

         NOW, THEREFORE, EDT Learning and Contractor, in exchange for the mutual
promises and conditions contained herein and other good and valuable
consideration the sufficiency of which is hereby acknowledged, do agree as
follows:

1.       DEFINITIONS:

         a.       "Custom Services" shall mean any of the services provided by
                  Contractor pursuant to a Statement of Work to EDT Learning and
                  indirectly to EDT Learning's Customers, which may include but
                  are not limited to: (i) development of Courses incorporating
                  and combining Customer Source Material with EDT's Learning
                  Products or EDT Learning's Development Software; (ii)
                  customizing and creating a Customer's Course using EDT
                  Learning's Development Software; (iii) the creation or
                  customization of an existing Customer's Course using Customer
                  Source Material and a third party's development software for
                  EDT Learning; or, (iv) any other type of work or effort on
                  behalf of EDT Learning or its Customer pursuant to a Statement
                  of Work executed by the parties hereto.

         b.       "Source Material" shall be the source materials that belong to
                  EDT Learning or its Customers that will be used or
                  incorporated into a Course as a part of a Statement of Work,
                  including text, pictures, graphics, sound files and video
                  files.

         c.       "Customer" shall mean any person or entity that: (i) had prior
                  to the Effective Date ever purchased, obtained or received any
                  good, service or product from either EDT Learning or from
                  entities that have engaged in a merger or asset purchase
                  transaction with EDT Learning, (specifically LearningEdge,
                  Inc., ThoughtWare Technologies, Inc., Quisic Corporation and
                  Mentergy, Inc.) and (ii) any person or entity who does during
                  the period beginning with the Effective Date and ending the
                  with termination date of this Agreement purchase, obtain or
                  receive any good, service or product from EDT Learning.

         d.       A "Contractor Client" shall mean any person or entity with
                  which Contractor does business who is not an EDT Learning
                  Customer. If a person or entity does business with the


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                  Contractor prior to becoming an EDT Learning Customer and then
                  subsequently does business with EDT Learning then that person
                  or entity will not become a "Customer."

         e.       "Course" shall mean any computer based or web based training,
                  instructional or demonstration course that Contractor develops
                  for EDT Learning or an EDT Learning Customer and shall also
                  mean the Derivative Work and Work Product Contractor creates
                  on behalf of EDT Learning for its Customer using the EDT
                  Learning Development Software and/or the Contractor
                  Development Software to modify the Source Material from one or
                  more Courses.

         f.       "Derivative Work" shall mean any work that is based upon one
                  or more preexisting works, EDT Learning Products, EDT Learning
                  Development Software, such as a revision, enhancement,
                  modification, translation, abridgement, condensation,
                  expansion, or any other form in which such preexisting works
                  may be recast, transformed or adapted, and that, if prepared
                  without authorization of the owner of the copyright in such
                  preexisting work, would constitute copyright infringement. For
                  purposes hereof, a Derivative Work shall also include any
                  compilation or combination that incorporates such preexisting
                  work.

         g.       "EDT Learning Products" means the software and other
                  proprietary products developed, owned, leased and /or licensed
                  by EDT Learning, and/or the software and other proprietary
                  products developed and owned by EDT Learning including
                  LearnLic(R), or learning management systems, and any other
                  software in which EDT Learning maintains a proprietary
                  ownership interest.

         h.       "Proprietary Rights" shall mean any and all ownership rights
                  and other proprietary rights and interests, including but not
                  limited to, patents, patent rights and published or
                  unpublished U.S. and foreign patent applications, copyrights,
                  copyrighted materials, unpublished research and development
                  information, engineering, technical or product specification,
                  designs, processes, un-patented inventions, mask ware, mask
                  works, know-how, trade secrets, trademarks and their
                  associated good will, trade names, service marks and their
                  associated good will, logos, designs, technical data, licenses
                  to practice any of the foregoing, and physical embodiments of
                  any of the foregoing.

         i.       "Development Software" shall mean the proprietary course
                  development tool set and course player developed and owned by
                  EDT Learning called i-CanvasTM and any software used or owned
                  by EDT Learning and used in conjunction with i-Canvas for the
                  development, creation or maintenance of a Course including EDT
                  Learning's scripting tool and i-ReviewTM products, together
                  with any documentation or materials provided therewith.

         J.       "Statement of Work" shall mean the document between EDT
                  Learning and Contractor in which Custom Services will be
                  assigned by EDT Learning to Contractor. Each Statement of Work
                  to this Agreement will define Custom Services to be provided
                  and shall be mutually agreed to between EDT Learning and
                  Contractor and will be executed by both parties and shall not
                  be effective or binding upon EDT Learning or its Customer
                  until signed by an authorized officer of EDT Learning and an
                  authorized officer of Contractor. Each Statement of Work to
                  this Agreement may include the description of Custom Services
                  to be performed, the rate of compensation in hours and in
                  total, expected start and completion date, any acceptance
                  criteria, testing criteria, and delivery milestones. Where a
                  Statement of Work contains provisions that are inconsistent
                  with this Agreement, the inconsistent provisions of the
                  Statement of Work shall govern, and all other provisions of
                  this Agreement shall remain in full force and effect.


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         k.       "Trademarks" shall mean the marks claimed in good faith by EDT
                  Learning to be its proprietary marks (service and trade) which
                  include, but are not limited to: "EDT Learning e-Learning
                  Simplified" "EDT Learning", "EDT Learning Custom Services
                  Group", i-CanvasTM, LearnLinc(R), TestLincTM, OfficeLincTM,
                  SupportLincTM, MeetingLincTM, ThoughtWareTM, i-ReviewTM and
                  any corresponding design or logo, associated with those
                  Trademarks together with their respective stylistic markings
                  and distinctive logotypes for such trademarks, trade names and
                  service marks, along with all associated goodwill.

         1.       "Work Product" shall mean (i) all of the tangible product or
                  result of Contractor's work, including work of Contractor's
                  subcontractors, if any, pursuant to any Statement of Work
                  issued hereunder or pursuant to any other agreement of EDT
                  Learning and Contractor and (ii) all intellectual property and
                  intellectual property rights that relate to the business and
                  interests of EDT Learning that Contractor conceives, develops
                  or delivers at any time during the course of Contractor's
                  performance of any Statement of Work issued hereunder or
                  pursuant to any other agreement of EDT Learning and
                  Contractor. Notwithstanding the foregoing, "Work Product"
                  shall not include Consultant Tools, and EDT Learning hereby
                  disclaims any ownership or proprietary interest of any kind in
                  any Consultant Tools.

         m.       "Advance Deposits" shall mean monies EDT collects from EDT
                  customers for work for which no Statement of Work" has been
                  executed.

         n.       "Consultant Tools" shall mean any method, process or technique
                  designed and developed by Contractor and used by Contractor in
                  connection with providing consulting services under a
                  Statement of Work, whether any such method, process or
                  technique was conceived, developed or delivered prior to this
                  Agreement or in connection with providing services under a
                  Statement of Work that are not directly related to, based upon
                  or derived from EDT Learning Products, Derivative Work or
                  Development Software. Contractor retains ownership of and all
                  rights to any Consultant Tools. Except as otherwise expressly
                  provided in a separate, written license agreement signed by
                  Contractor, if any, no license or other right to the Tools is
                  granted or transferred to any Customer or to EDT Learning by
                  this Agreement, any Statement of Work, or any Customer
                  Contract.

         o.       "Customer Contract" shall mean any contract or agreement
                  between EDT Learning and a Customer (including without
                  limitation any master agreement, any amendments and all
                  relevant statements of work, including amendments) to which
                  Custom Services relate.

2.       APPOINTMENT AS CONTRACTOR. EDT Learning hereby appoints Contractor, and
         Contractor hereby accepts appointment from EDT Learning, as its sole
         authorized Custom Services contractor, subject to the terms and
         conditions hereof. Contractor agrees to provide to EDT Learning and its
         Customers Custom Services that are described and jointly agreed upon in
         a Statement of Work, as provided in this Agreement, using approved
         development tools including the Development Software. EDT Learning
         agrees that from time to time Contractor may hire subcontractors to
         assist Contractor in providing Custom Services, provided however that
         the use of subcontractors shall not relieve Contractor of any
         obligation or liability under this Agreement or any Statement of Work.

3.       CUSTOM SERVICES. This Agreement is a foundation document to establish
         the working relationship between EDT Learning and Contractor in an
         independent agent principal relationship. EDT Learning and Contractor
         will endeavor to use a Statement of Work in the form attached as
         EXHIBIT "A." Statements of Work will be agreed upon concerning each
         project obtained by EDT Learning from the


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         Customer pursuant to a Customer Contract and will be executed from time
         to time by the parties after the Effective Date. EDT Learning shall
         provide to Contractor, in connection with the negotiation of each
         Statement of Work, a copy of all relevant portions of the Customer
         Contract (including any amendments thereto). Any Statement of Work may
         be supplemented or modified by the parties from time to time, but any
         changes to a Statement of Work shall only be binding if made in writing
         and signed by both parties. The parties will further refine the scope
         of work and the timetables associated with any particular project
         through the development of a project plan and scope document which may
         supplement and/or amend the Statement of Work. Contractor will not
         attempt to negotiate any Statement of Work directly with a Customer and
         accordingly will not attempt to negotiate the price to be paid by the
         Customer or the payment terms available to the Customer. However,
         Contractor may assist EDT Learning in preparation of the Statement of
         Work by discussing the project with the Customer including the nature
         of the work, the type of deliverable, and the timelines associated with
         the project. Contractor will not be authorized to begin the delivery of
         Custom Services to EDT Learning unless and until a Statement of Work is
         executed by EDT Learning and by Contractor authorizing the work.

4.       CONTRACTOR OBLIGATIONS. Upon execution of a relevant Statement of Work,
         issued by EDT Learning to Contractor and agreed to by Contractor in
         writing, Contractor warrants and represents that it will identify and
         allocate the resources required to design, develop and deliver the
         Custom Services to EDT Learning for timely delivery to Customer in
         accordance with the Statement of Work. Contractor shall be fully
         responsible for, and shall exercise all due diligence with respect to,
         the care and protection of any Source Materials which may be in
         Contractor's possession, custody, or control, including but not limited
         to maintaining the confidentiality thereof and preventing any
         unauthorized access or use thereof. Contractor shall ensure that all
         Courses developed and delivered to EDT Learning or its Customers are
         fully tested and comply with the Statement of Work pursuant to which
         they were developed and delivered. Within 30 days after termination of
         this Agreement Contractor and any third parties to whom Contractor has
         disseminated such Source Materials shall provide written verification
         that all such Source Materials have been returned to EDT Learning or
         its Customers, and neither Contractor nor its subcontractors will
         retain any copies of such Source Materials. Contractor agrees that the
         quality control of the Course and the Custom Services provided shall be
         the sole responsibility of Contractor. Subject to Contractor's rights
         to pursue its remedies under this Agreement, Contractor shall perform
         all Custom Services in a professional and expeditious manner and
         warrants that its services will be of a professional quality conforming
         to generally accepted industry standards and procedures. Contractor
         will conduct its business with EDT Learning Customers in a manner that
         reflects favorably at all times on EDT Learning and the good name,
         goodwill and reputation of EDT Learning. Contractor will avoid
         materially deceptive, misleading or unethical practices that are or
         might be detrimental to EDT Learning or its Products. Contractor will
         make no materially false or misleading representations with regard to
         EDT Learning or the Custom Services and will not: (i) employ or
         cooperate in the publication or employment of any materially misleading
         or deceptive advertising with regard to the Custom Services or
         Products; (ii) make representations, warranties or guarantees to the
         Customers with respect to the specifications, features or capabilities
         of the Custom Services or Courses other than those which are consistent
         with the Statement of Work (or any amendment thereof); or, (iii) enter
         into any contract or engage in any practice in conflict with its
         obligations under this Agreement.

5.       EDT LEARNING OBLIGATIONS. EDT Learning will conduct its business
         activities in a professional and expeditious manner. EDT Learning will
         avoid materially deceptive, misleading or unethical practices that are
         or might be detrimental to Contractor. EDT Learning will make no
         materially false or misleading representations with regard to
         Contractor or the Custom Services and will not: (i) employ or cooperate
         in the publication or employment of any materially misleading or
         deceptive advertising with regard to the Custom Services or Products or
         (ii) make representations, warranties or guarantees


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         to the Customers with respect to the specifications, features or
         capabilities of the Custom Services or Courses other than those which
         are consistent with the Statement of Work.

6.       GRANT OF SOFTWARE LICENSE. Subject to the terms and conditions
         contained herein, EDT Learning hereby grants to Contractor while this
         Agreement remains in effect a non-exclusive, non-transferable, limited
         license to use the Development Software and the EDT Learning Trademarks
         to provide Custom Services to EDT Learning's Customers and to
         Contractor Clients. It is agreed and accepted by the parties that any
         licenses granted by EDT Learning to Contractor herein are limited
         personal licenses with no right to sublicense or sell that license. All
         proprietary rights in and to the Development Software, EDT Learning
         Products and Trademarks not granted herein shall remain fully and
         exclusively vested in EDT Learning. The limited license rights granted
         pursuant to this Agreement are the only rights that Contractor has to
         the EDT Learning Development Software, EDT Learning Products and
         Trademarks. During the term of this Agreement and in consideration for
         its execution, Contractor will be provided a fifty (50) user license to
         the i-Canvas software, including maintenance, support and upgrades
         without charge to Contractor. Upon termination of this Agreement,
         Contractor will have the right during the ninety (90) day period
         following the termination date to purchase licenses of the i-Canvas
         software at the lesser of the then current price or 80% of the price of
         i-Canvas at the Effective Date of this Agreement with the i-Canvas
         license purchased by Contractor being granted on EDT Learning's
         standard end user license terms. Unless and until this Agreement is
         terminated, Contractor may modify the source code of the i-Canvas
         software from time to time for use on a Customer's or Contractor
         Client's project. Prior to modification, Contractor will notify EDT
         Learning of the proposed change. Any changes to the i-Canvas software
         or any other EDT Learning Products or Development Software made by
         Contractor, regardless of the nature of the change or the timing of the
         change, will at all times exclusively vest in EDT Learning with all
         right title and interest in and to the i-Canvas software or any other
         EDT Learning Products or Development Software, and such changes shall
         be considered work-for-hire by Contractor on EDT Learning's behalf,
         without compensation of any nature to Contractor for the work performed
         or the value of the resulting modified software or product. Except and
         expressly authorized in writing by EDT Learning, Contractor shall not
         modify, translate, reverse engineer, de-compile or disassemble the
         Development Software or the EDT Learning Products or any portion
         thereof. Contractor agrees that is will use the Development Software
         only for the purposes of performing Custom Services or developing
         Courses for Contractor Clients and EDT Learning's Customers. Unless a
         license is purchased, Contractor agrees that within 30 days after
         termination of this Agreement, then Contractor will immediately return
         to EDT Learning all copies of Development Software or the EDT Learning
         Products, whether in the possession of Contractor or any subcontractor,
         and the license granted will immediately cease. Contractor will also
         receive such concurrent user licenses as EDT Learning reasonably
         determines necessary to use the LearnLic(R) virtual classroom software
         for the exclusive purpose of internal use (the "Internal Use License")
         by Contractor while this Agreement remains in effect. The Internal Use
         Licenses will include free maintenance, support and upgrades while this
         Agreement remains in effect. Contractor will be able to use the
         Internal Use Licenses for the exclusive purpose of: (a) training its
         own employees; (b) providing training and support to those person who
         will be using the Courses created by Contractor; or (c) providing to
         Customers and Contractor Clients ongoing review and modification of the
         Courses while in development or during maintenance periods. Contractor
         shall not use the Internal Use Licenses to compete with EDT Learning
         and shall not directly or indirectly sell, re-sell, deliver,
         distribute, transfer, lease, sub-lease, sub-license or otherwise make
         available for use by an End User the Internal Use Licenses other than
         those in the direct employment of Contractor.

7.       OFFICE SHARING ARRANGEMENT. Unless and until this Agreement is
         terminated and in consideration for the Contractor Payments
         (hereinafter defined), EDT Learning will provide to Contractor use of
         an appropriate amount of square feet of EDT Learning's premises
         (located at 2999 N. 44th Street, Suite 650.


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         620, Phoenix, Arizona) (the "Premises") and facilities for the support
         of up to 45 fulltime employees who work for Contractor (the "Contractor
         Space"). Should Contractor need more square footage than the Contractor
         Space provided then Contractor and EDT Learning may engage in a
         separate sublease agreement concerning some other portion of EDT
         Learning's Premises or Contractor may seek other additional premises
         outside of the EDT Learning's Premises. Unless and until this Agreement
         is terminated and in consideration for the Contractor Payments, EDT
         Learning will provide to Contractor use of its office equipment, office
         furniture and general office suite services (the "Executive Suite
         Services") which is necessary to provide the Custom Services to EDT
         Learning that will include at no additional cost to Contractor office
         cubicles, desks, computers, software, telephones, internet access, long
         distance, fax, copier, office supplies and postage without itemization.
         Should EDT Learning vacate the Premises for any reason and not provide
         equivalent space reasonably acceptable to Contractor, then, on and
         after the date of vacancy of the Premises, the obligation to provide
         Contractor Space and the obligations related to the Executive Suite
         Services shall terminate and the Percentage (as defined below) shall be
         reduced by one-half and the fees due to Contractor under Section 9b
         shall be increased to 90% from 80% of the Net Fees as defined therein.
         In the event of vacancy of the Premises, other than the foregoing
         changes in the Percentage and the amount due to Contractor the
         obligations of Contractor to EDT Learning concerning the Contractor
         Payments shall continue during the Term hereof. In consideration for
         the Executive Suite Services and use of the Contractor Space provided
         and other good and valuable consideration, then Contractor will (the
         "Contractor Payments"): (a) provide to EDT Learning each month that
         this Agreement remains in effect, at no additional charge, 80 hours of
         Custom Services for the creation of product demonstration, sales and
         marketing literature, web site enhancements and other creative services
         for use by EDT Learning, but not as part of the Custom Services
         provided to Customers; (b) reimburse one half of the base compensation
         of the sales executive which is focused on the sale of Custom Services
         (currently Ms. Sue Leff) in an amount up to $2,500 per month; (c) pay a
         percentage (the "Percentage") of the collected revenues associated with
         the sale of Custom Services to Contractor's Clients (i.e., revenues to
         persons other than EDT Learning Customers, the "Collected Revenues")
         based upon the following table:

<TABLE>
----------------------------------------------------------------------------------------
COLLECTED REVENUES BY       DURING THE FIRST 12    DURING THE SECOND    AFTER THE SECOND
CONTRACTOR                    MONTHS FROM THE     12 MONTHS FROM THE   ANNIVERSARY OF THE
                               EFFECTIVE DATE        EFFECTIVE DATE      EFFECTIVE DATE
----------------------------------------------------------------------------------------
<S>       <C>                       <C>                    <C>                <C>
LESS THAN $2 MILLION                20%                    20%                20%
----------------------------------------------------------------------------------------
BETWEEN $2 AND $4 MILLION           15%                    15%                15%
----------------------------------------------------------------------------------------
BETWEEN $4 AND $5 MILLION           10%                    10%                10%
----------------------------------------------------------------------------------------
OVER $5 MILLION                     10%                     5%                 0%
----------------------------------------------------------------------------------------
</TABLE>

EDT Learning will maintain a fulltime sales representative who is dedicated to
the sale of Custom Services (the "Contractor Payments"). However, should EDT
Learning terminate that sales associate and no longer employ a person who is
dedicated to the sale of Custom Services, then Contractor on the termination
date of that dedicated sales person will no longer provide to EDT Learning
reimbursement of any sales person's compensation. If EDT Learning desires to
hire and/or assign a new salesperson dedicated to the sale of Custom Services
then Contractor will have the right to approve or disapprove the assignment/hire
and upon their hiring the obligation to reimburse for one half of their
compensation shall again resume.


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8.       LOYALTY AND EXCLUSIVITY.

         A.       Each party warrants and represents to the other party that:

                  i.       During the term of this Agreement and for the one (1)
                           year period after termination of this Agreement,
                           neither party will solicit for hire or hire any
                           employee of the other party.

                  ii.      During the term of this Agreement and for the three
                           (3) year period after termination of this Agreement,
                           Contractor will not solicit any Customer of EDT
                           Learning (or facilitate the solicitation of any
                           Customer by any third party) for the purpose of the
                           sale of the Custom Services or other product or
                           service which is competitive with that of the
                           products and services sold by EDT Learning as of the
                           termination date of this Agreement other than
                           pursuant to the terms and conditions of this
                           Agreement, and EDT Learning will not solicit any
                           Contractor Client for the purpose of the sale of the
                           Custom Services..

                  iii.     During the term of this Agreement and for the one (1)
                           year period after termination of this Agreement,
                           Contractor will not solicit any Value Added Reseller
                           or referral partner of EDT Learning (or facilitate
                           the solicitation by any third party), including but
                           not limited to SkillSoft, for the purpose of the sale
                           of the Custom Services or other product or service
                           which is competitive with that of the products and
                           services sold by EDT Learning as of the termination
                           date of this Agreement, other than pursuant to the
                           terms and conditions of this Agreement. During the
                           term of this Agreement and for the one (1) year
                           period after termination of this Agreement, EDT
                           Learning will not solicit any distribution or
                           referral partner of Contractor (or facilitate the
                           solicitation by any third party), for the purpose of
                           the sale of the Custom Services, other than pursuant
                           to the terms and conditions of this Agreement

                  iv.      During the term of this Agreement and for the three
                           (3) year period after termination of this Agreement,
                           each party represents and covenants that it will not
                           (either personally, or through any individual
                           association, partnership, corporation or other
                           entity) intentionally disclose any Trade Secret or
                           Confidential Information of the other party to any
                           person, (or any association, partnership, corporation
                           or other entity) for any reason or purpose
                           whatsoever, except as may be required by this
                           Agreement, a Statement of Work or operation and
                           compulsion of law.

         B.   Each party represents and warrants that its training and
              experience are such that the restrictions contained in this
              section, in general and in this paragraph specifically, shall not
              result in an inability on its part to pursue a livelihood, and
              that other alternatives or employment or business endeavors are
              reasonably available with these covenants fully enforced. Each
              party expressly agrees that the duration, geographical limitations
              and description of the prohibited conduct described in these
              representations and covenants are reasonable and that such party
              has given valuable consideration for the representations and
              covenants contained in this section. Each party agrees that the
              representations and covenants contained in this section are a
              material inducement for the other party to enter into this
              Agreement. Because each party has negotiated and agreed to the
              limitations and restrictions contained in this section, such Party
              expressly waives the right to later protest the reasonableness of
              the limitations, warranties, geographical limitations and
              prohibited conduct specified in these restrictive representations
              and covenants. Each party agrees that any


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         compensation or fee due to such party may be offset by any damages
         sustained by the other party should Contractor materially breach the
         foregoing restrictive covenants after notice and failure to cure such
         breach. Each party agrees that the other party would be immediately and
         irreparably harmed in the event of breach by it and therefore
         enforcement by immediately obtaining an injunction would be proper; and
         each party agrees that the amount of surety bond if any required shall
         not exceed $500.00.

9.       FEES, PAYMENT TERMS AND CANCELLATION.

         a.       EDT Learning and Contractor agree that the fees charged to
                  Customers for the Custom Services shall be mutually agreed
                  upon by both parties prior to the execution of a Statement of
                  Work between EDT Learning and the Customer. Attached hereto in
                  EXHIBIT "B" is Contractor's current standard fee schedule for
                  the provision of Custom Services. EXHIBIT "B" is subject to
                  modification by Contractor on at least 90 days prior written
                  notice by Contractor. Any deviation from the standard rates
                  for any Statement of Work shall be mutually agreed upon by
                  both parties prior to quotation of the prices for the Custom
                  Services to the Customer.

         b.       Only EDT Learning will bill and collect from the EDT Learning
                  Customer and accordingly Contractor will only look to EDT
                  Learning for collection of any fees and charges due to
                  Contractor from such Customer, including for work performed
                  pursuant to this Agreement or any applicable Statement of
                  Work. EDT Learning shall make reasonable commercial efforts to
                  collect such fees and charges, and in connection therewith and
                  will provide to Contractor a weekly written report of EDT
                  Learning's aged accounts receivable, cash collections and such
                  other related information that Consultant reasonably requests
                  concerning Custom Services. EDT Learning represents that it
                  shall not write off its accounts receivable arising from
                  Custom Services performed by Contractor except for appropriate
                  reserves and write offs due to uncollectability.
                  Notwithstanding the foregoing, Contractor may bill and collect
                  from any Contractor Client who is not an EDT Learning
                  Customer. The fees due to Contractor will be equal to eighty
                  percent (80%) of the Net Fee received by EDT Learning from the
                  Customer for the Custom Services provided by EDT Learning to
                  Customer. The term "Net Fee" shall mean the amount of the fee
                  paid by Customer to EDT Learning after deduction of the sales
                  commission (the amount of which is subject to mutual agreement
                  by EDT Learning and Contractor) due to the EDT Learning sales
                  executive who was responsible for the sale of the Statement of
                  Work and shall not include any sales or other taxes collected
                  by EDT Learning and remitted to any taxing authority. By way
                  of example but not limitation, should EDT Learning's sales
                  person receive 10% of the total revenue earned and a project
                  derive revenue of $100,000, then Contractor shall be due a
                  cash fee equal to $72,000 with EDT Learning retaining the
                  remaining cash associated with the revenue of $18,000.

         c.       Payments to Contractor of the Net Fee will be due upon the
                  collection of cash from the Customer and which is earned
                  revenue on an accrual basis in 'accordance with GAAP (matching
                  the payments from the customer) and will be tendered to
                  Contractor within three (3) business days of its receipt by
                  EDT Learning. However, EDT Learning will have no obligation to
                  tender to Contractor any portion of any Advance Deposits
                  received by EDT Learning. If EDT Learning receives a deposit
                  of money from a Customer in advance of the Net Fee being due
                  and payable, then EDT Learning will advance to Contractor an
                  amount equal to eighty percent (80%) of that deposit after
                  deduction of the sales commission (the "Deposit"), provided,
                  however, that such Deposit shall remain a liability of
                  Contractor to EDT Learning unless and until earned by
                  Contractor under the applicable accrual rules. By way of
                  example but not limitation, should EDT Learning's sales person
                  receive 10% of the


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         total revenue earned and the Customer tenders a deposit of $10,000,
         then Contractor will receive a cash Deposit equal to $7,200 with EDT
         Learning retaining the remaining cash associated with the deposit of
         $1,800. Only Custom Services which are resulting from executed
         Statements of Work on and after the Effective Date of this Agreement
         will result in a Net Fee due to Contractor. Contractor will not be
         entitled to any portion of any accounts receivable on EDT Learning's
         books prior to the Effective Date. Contractor and EDT Learning will
         apportion any work in process which is ongoing (i.e., partially
         completed projects prior to the Effective Date) and only the agreed
         upon un-completed portion of any work in progress will be subject to
         any Net Fee or sharing between EDT Learning and Contractor. EDT
         Learning and Contractor will execute separate Statements of Work for
         projects that are in partial completion and for which a Net Fee is due.
         All payments to Contractor shall be made in United States dollars. EDT
         Learning will provide to Contractor a weekly written report in
         reasonable detail itemizing cash receipts for payments received for
         Custom Services. Contractor will have right to audit upon reasonable
         notice and during normal business hours EDT's books and records
         concerning custom content development services that are provided to
         Customers. EDT Learning will be responsible for the collection of and
         payment of all taxes that are imposed on the Custom Services delivered
         to Customer, including any sales taxes. Notwithstanding any other
         provision of this Agreement, if EDT Learning fails to make any payment
         of the Net Fee within the three (3) days specified above, then in
         addition to any other remedies available under this Agreement
         Contractor shall have the right, but not the obligation, to immediately
         suspend all work under the Statement of Work and/or terminate the
         Statement of Work in its entirety.

10.      CHANGE MANAGEMENT PROCEDURES.

         a.       Cancellation of Statements of Work. Once a Statement of Work
                  has been executed by the parties, then EDT Learning may cancel
                  such outstanding Statement of Work by providing to Contractor
                  written notice of such cancellation in the event that: (i) the
                  Customer cancels the Customer Contract to for which the
                  Statement of Work provides Custom Services; (ii) the
                  Contractor and EDT Learning mutually cancel the Statement of
                  Work; or, (iii) Contractor breaches the Statement of Work and
                  fails to cure such breach pursuant to Section 18b. hereof
                  Cancellation of a Statement of Work will be effective on the
                  later of the date provided in the notice or the date
                  Contractor receives written notice of cancellation. In the
                  event of a cancellation of a Statement of Work, EDT Learning
                  shall reimburse Contractor for all expenses incurred and for
                  all Custom Services performed through and including the
                  effective date of the cancellation. The fee due at
                  cancellation for the services performed shall be based upon
                  the hours expended and rates provided in the applicable
                  Statement of Work (or if the specific hourly rates are not
                  provided in the Statement of Work then the fee due to
                  Contractor shall be based upon Contractor's standard hourly
                  rate schedule).

         b.       Requirement of Change Orders. Any changes, modifications, or
                  additions to the obligations of either party or to any other
                  material aspect of a Statement of Work will require a written
                  Change Order prepared by either party and mutually agreed to
                  by the parties. Either party may initiate a Change Order by
                  sending the Change Order to the other party for review and
                  approval. All Change Orders will conform to the template set
                  forth in EXHIBIT "C" and may contain, but will not be limited
                  to, the following information, as applicable:

                  i.       A description of any additional work to be performed
                           and/or changes to the performance required of either
                           party, including the estimated number and skill level
                           of personnel necessary to make such changes and/or
                           additions and the availability of such personnel over
                           the ensuing period;


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                  ii.      A statement of the impact of the work or changes on
                           the services or other requirements of this Agreement;

                  iii.     The estimated timetable to complete the work
                           specified in the Change Order;

                  iv.      The impact, if any, on the schedule or fees;

                  v.       Acceptance criteria for such work; and,

                  vi.      Signatures of both parties.

         c.       Acceptance of Change Order. Within five (5) days of the
                  submission of a Change Order to either party, the other party
                  will notify the party submitting the Change Order of its
                  acceptance or rejection of the proposed change or addition in
                  writing. Failure to respond to such a request will not be
                  deemed to constitute acceptance of such Change Order request.

11.      WARRANTY.

         a.       Contractor represents and warrants that:

                  i.       All work undertaken by it to provide Custom Services,
                           all Courses, and all Work Product shall be
                           accomplished in a professional and workmanlike
                           manner, and in accordance with industry standards,
                           and in accordance with this Agreement and the
                           applicable Statement of Work; and,

                  ii.      All software, content and other material provided to
                           EDT Learning or EDT Learning Customer, including
                           Contractor Work Product and covered Derivative Works
                           do not and will not, to its knowledge, violate any
                           copyright, trademark, service mark, trade secrets,
                           U.S. patents, proprietary right or personal right of
                           any third party, including any right of privacy or
                           publicity and will not contain any defamatory or
                           obscene statement or material.

         b.       EDT Learning represents and warrants that the Development
                  Software and EDT Learning Products and other material provided
                  to Contractor for a Customer do not and will not, to its
                  knowledge, violate any copyright, trademark, service mark,
                  trade secrets, U.S. patents, proprietary right or personal
                  right of any third party, including any right of privacy or
                  publicity, and that they are original works for which EDT
                  Learning has the right, power and authority to convey the
                  licenses to Contractor or Contractor's subcontractors
                  contemplated by this Agreement.

12.      LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
         AGREEMENT, EDT LEARNING AND CONTRACTOR MAKE AND RECEIVE EACH TO THE
         OTHER NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, ARISING FROM THE
         COURSE OF DEALING OR USEAGE OF TRADE, OR OTHERWISE, AND EACH PARTY
         SPECIFICALLY DISCLAIMS ANY WARRANTIES OF TITLE, QUIET ENJOYMENT,
         ABSENCE OF SECURITY INTEREST, LIEN OR ENCUMBRANCE, NONINFRINGEMENT,
         MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS
         OTHERWISE EXPRESSLY PROVIDED HEREIN (INDEMNIFICATION), NEITHER EDT
         LEARNING NOR CONTRACTOR SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL,
         CONSEQUENTIAL, INCIDENTAL EXEMPLARY, OR PUNITIVE DAMAGES RELATING TO OR
         ARISING FROM ANY BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR


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         FROM ANY PRODUCTS, SERVICES OR OTHER ACTIONS OR OMISSIONS CONNECTED
         WITH OR UNDERTAKEN PURSUANT TO THIS AGREEMENT, UNDER ANY CAUSE OF
         ACTION OR THEORY OF LIABILITY, (WHETHER BASED UPON BREACH OF CONTRACT
         OR WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT OR OTHERWISE),
         INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR INJURY TO BUSINESS,
         REGARDLESS OF WHETHER THE OTHER PARTY HAS BEEN ADVISED OF THE
         POSSIBILITY OF SUCH DAMAGES. EDT LEARNING'S LIABILITY FOR DAMAGES
         RELATING TO OR ARISING FROM ANY ALLEGED BREACH OF THIS AGREEMENT, OR
         PRODUCT, SERVICE ACT OR OMISSION IN CONNECTION WITH THIS AGREEMENT
         SHALL NOT EXCEED THE BALANCE OF PROJECT PRICE PAYABLE TO CONTRACTOR
         WITH RESPECT TO COMPLETED COURSES PREVIOUSLY DEVELOPED PURSUANT TO THE
         STATEMENT OF WORK DELIVERED BY EDT LEARNING TO CONTRACTOR PURSUANT TO
         THIS AGREEMENT AND PRIOR TO EXPIRATION OR TERMINATION OF THIS
         AGREEMENT. CONTRACTOR'S LIABILITY FOR DAMAGES RELATING TO OR ARISING
         FROM ANY ALLEGED BREACH OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT
         OF PROJECT PRICE ALREADY PAID BY EDT LEARNING WITH RESPECT TO STATEMENT
         OF WORK ISSUED PURSUANT TO THIS AGREEMENT. IN NO EVENT SHALL EDT
         LEARNING'S OR CONTRACTOR'S RESPECTIVE AFFILIATES, OR THE RESPECTIVE
         SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES
         OF EDT LEARNING OR CONTRACTOR, BE LIABLE FOR ANY CLAIMS OR DAMAGES
         RELATING TO OR ARISING FROM ANY BREACH OR ALLEGED BREACH OF THIS
         AGREEMENT, OR FROM ANY PRODUCTS, SERVICES OR OTHER ACTIONS OR OMISSIONS
         CONNECTED WITH OR UNDERTAKEN PURSUANT TO THIS AGREEMENT, UNDER ANY
         CAUSE OF ACTION OR THEORY OF LIABILITY, (WHETHER BASED UPON BREACH OF
         CONTRACT OR WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT OR OTHERWISE),
         INCLUDING, BUT NOT LIMITED TO, INDIRECT, SPECIAL, CONSEQUENTIAL,
         INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR THIRD PARTY CLAIMS,
         INCLUDING WITHOUT LIMITATION LOST PROFITS OR INJURY TO BUSINESS,
         REGARDLESS OF WHETHER SUCH INDIVIDUALS OR ENTITIES HAVE BEEN OR ARE
         ADVISED OR KNOW OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES.

13.      INDEMNIFICATION.

         A.       BY CONTRACTOR. Contractor hereby agrees to indemnify, defend
                  and hold harmless EDT Learning, its affiliates, and their
                  respective shareholders, officers, directors, employees,
                  agents and representatives from and against any and all third
                  party claims or proceedings ("Claims") for causes of action,
                  demands, liabilities, obligations, losses, damages, judgments,
                  costs and expenses (including reasonable attorney's fees and
                  expert witness fees) of any kind whatsoever: (a) which arise
                  directly or indirectly out any breach of a Statement of Work
                  by Contractor or its subcontractors; (b) which arise directly
                  or indirectly under any agreement between Contractor and any
                  Contractor Client; (c) which are based on an allegation that
                  any materials, Custom Services, covered Derivative Works,
                  Customer's Courses, or Work Product provided by Contractor
                  hereunder infringe any Proprietary Rights of third parties
                  provided that such infringement in not caused in whole or in
                  part by EDT Learning Products; or, (d) which are claims by
                  Contractor's employees for any wage, compensation, taxes,
                  benefits, vacation pay, insurance, workman's compensation or
                  other employment claims based upon the employment of such
                  person by Contractor.

         B.       BY EDT LEARNING.EDT Learning hereby agrees to indemnify,
                  defend and hold harmless Contractor, its affiliates, and their
                  respective shareholders, officers, directors,


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         employees, agents and representatives from and against any and all
         Claims of any kind whatsoever: (a) which arise directly or indirectly
         out any breach of a Statement of Work by EDT Learning; (b) which arise
         directly or indirectly under any Customer Contract (other than a breach
         of the related Statement of Work by Contractor or its subcontractors);
         (c) which are based on an allegation that any EDT Learning Products
         infringe any Proprietary Rights of third parties; or, (d) which are
         claims by EDT Learning's employees for any wage, compensation, taxes,
         benefits, vacation pay, insurance, workman's compensation or other
         employment claims based upon the employment of such person by EDT
         Learning.

         C.       PROCEDURES. A party's obligation to indemnify the other party
                  hereunder is conditioned upon such other party providing
                  prompt written notice to the indemnifying party of an Claim
                  and cooperating (at no out-of-pocket cost) with the
                  indemnifying party in all reasonable respects.

14.      INDEPENDENT CONTRACTOR RELATIONSHIP BETWEEN PARTIES. Contractor
         represents and warrants that it, and not EDT Learning, is the employer
         of Contractor's employees and that it is solely responsible for
         complying with all laws, rules and regulations of any governmental
         authority having appropriate jurisdiction relating to such employment,
         including, but not limited to, immigration, taxation, worker
         compensation and unemployment compensation. EDT Learning and Contractor
         are independent contractors, and neither party will have the power to
         bind the other or incur obligations on the other's behalf without the
         other's prior written consent. The parties agree that Contractor shall
         retain sole discretion and judgment in the manner the services are to
         be performed. Neither party is, nor shall be considered to be, an
         agent, distributor, partner, joint venture or representative of the
         other party for any purpose.

15.      CONFIDENTIAL INFORMATION. The term "Confidential Information" means,
         with respect to each party information which relates to a party's
         business, research, development, programs, costs, customers or general
         activities that is held in confidence by such party, including
         information that is designated as confidential or that, by its nature,
         should be considered confidential, including the terms of this
         Agreement, information relating to the Development Software, Source
         Material, EDT Learning Products, Work Products, Custom Services and
         Customers.. Each party (and its agents and licensors) will not disclose
         to any third party (except as required by law or government
         requests/orders or to its attorneys, accountants and other advisors as
         reasonably necessary), any of the Confidential Information. If law
         requires disclosure of Confidential Information, the party receiving
         the request will give prior written notice to the other to permit the
         other to contest such disclosure. Each party agrees to protect the
         confidentiality of the Confidential Information with at least the same
         degree of care it takes to protect its own Confidential Information.
         Neither party has any confidentiality obligations regarding information
         that enters into the public domain without breach of this Agreement;
         that it receives from a third party without restrictions on disclosure
         and without breach of a nondisclosure obligation; or that it has
         developed internally.

16.      RIGHTS IN WORK PRODUCT.

         a.       Work Product. All Work Product created or prepared by
                  Contractor for EDT Learning pursuant to this Agreement whether
                  or not prepared on or off the premises of EDT Learning or
                  during regular work hours shall be the sole and exclusive
                  property of EDT Learning.

         b.       Excluded Items. EDT Learning hereby disclaims any ownership
                  in, and Contractor shall not be required to assign to EDT
                  Learning, any invention, discovery, innovation or improvement
                  of Contractor which does not involve any of EDT Learning
                  Products or Development


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         Software or Contractor Tools (the "Excluded Inventions"). In any
         Dispute with respect to these exclusions, the burden of proof will be
         on Contractor to show that the exclusion applies.

17.      INSURANCE. Contractor agrees to obtain and maintain insurance which is
         required by any Statement of Work or that is required by the Customer
         of EDT Learning, including the following:

         a.       Workers' Compensation insurance in an amount sufficient by
                  virtue of the laws of the State of Arizona;

         b.       General Liability insurance in which the limit of liability
                  for injuries, including accidental death, and property damage
                  is no less than U.S. $1,000,000 for any one occurrence;

         c.       Professional Liability (errors & omissions): with limits of
                  not less than $1,000,000 each occurrence; and, d. Automobile
                  insurance in which the limit of liability for injuries,
                  including accidental death, and property damage is no less
                  than U.S. $1,000,000 for any one occurrence.

18.      TERM AND TERMINATION.

         a.       Term. The initial term of this Agreement will be thirty-six
                  (36) months from the Effective Date of this Agreement (the
                  "Initial Term"), unless terminated as provided herein with the
                  date upon which termination is to occur provided in the Notice
                  of Termination (the "Termination Date").

         b.       Breach. In the event that either party hereto breaches in the
                  substantial performance of any material obligation specified
                  herein or in any Statement of Work, the non-breaching party
                  shall notify the other party hereof in writing and, if such
                  breach is not remedied within thirty (30) days from the date
                  of such notice, then the non-breaching party shall have the
                  right to terminate this Agreement and all outstanding
                  Statements of Work immediately.

         c.       Financial Difficulty. This Agreement shall automatically
                  terminate if any of the following take place with regard to
                  the other party: such party makes a general assignment or
                  general arrangement for the benefit of its creditors; the
                  filing by or against such party of a petition to have it
                  adjudged bankrupt or of a petition for reorganization or
                  arrangement of such party under any law relating to bankruptcy
                  or insolvency unless, in the case of a filing against such
                  party, the same is dismissed within thirty (30) days; the
                  appointment of a trustee or a receiver to take possession of
                  substantially all of such party's assets or its interests in
                  this Agreement, where such possession is not restored within
                  thirty (30) days; or the attachment, execution or other
                  judicial seizure of substantially all of such party's assets
                  or its interests in this Agreement, where such seizure is not
                  discharged within thirty (30) days.

         d.       Voluntary Termination. After the Initial Term, this Agreement
                  shall continue from month to month unless and until terminated
                  upon delivery by either party of thirty (30) days prior
                  written notice of a party's intent to terminate (the
                  "Termination Date").

         e.       Effect Upon Termination. No new Statements of Work may be
                  entered into after the Termination Date, but termination of
                  this Agreement by either party will not cause the automatic
                  cancellation of any pending Statement of Work signed by both
                  parties prior to the Termination Date (the "Remaining
                  Statements of Work"). Services to be performed under Remaining
                  Statements of Work will continue until completion, unless
                  Customer cancels any


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                  or all of the Remaining Statements of Work as provided herein.
                  This Agreement will remain in effect with respect to the
                  Remaining Statements of Work until their completion, at which
                  time this Agreement will automatically terminate.

19.      MISCELLANEOUS PROVISIONS.

         a.       Force Majeure. Either party's non-performance shall be excused
                  to the extent that performance is impossible due to reasons
                  beyond such party's control.

         b.       Government Regulations. Contractor will not export, re-export,
                  transfer, or make available, whether directly or indirectly,
                  any regulated item or information to anyone outside the U.S.
                  in connection with this Agreement without first complying with
                  all export control laws and regulations which may be imposed
                  by the U.S. government and any country or organization of
                  nations within whose jurisdiction Customer operates or does
                  business.

         c.       Governing Law. This Agreement is made under and will be
                  governed by and construed in accordance with the laws of the
                  State of Arizona (except that body of law controlling
                  conflicts of law) and specifically excluding from application
                  to this Agreement that law known as the United Nations
                  Convention on the International Sale of Goods. Notwithstanding
                  the foregoing, claims seeking injunctive relief for Services
                  in accordance with this Agreement may be brought in any state
                  or federal court of competent jurisdiction. The prevailing
                  party in any litigation between the parties shall recover its
                  reasonable attorneys' fees and costs from the non-prevailing
                  party.

         d.       Severability; Waiver. In the event any provision of this
                  Agreement is held to be unenforceable, the remaining
                  provisions of this Agreement will remain in full force and
                  effect, and the unenforceable provisions will be construed in
                  accordance with applicable law as nearly as possible to
                  reflect the original intention of the parties. The waiver of
                  any breach or default of this Agreement will not constitute a
                  waiver of any subsequent breach or default, and will not act
                  to amend or negate the rights of the waiving party.

         e.       Assignment. Contractor may not assign this Agreement, whether
                  by operation of law or otherwise, without the prior written
                  consent of EDT Learning, and any purported assignment without
                  such consent will be void. The rights and obligations of EDT
                  Learning hereunder may be assigned to an EDT Learning
                  affiliate, or to an individual or entity that acquires all or
                  substantially all of the assets or shares of EDT Learning, or
                  with whom EDT Learning merges. This Agreement will bind and
                  inure to the benefit of each party's permitted successors and
                  assigns.

         f.       Notices. Any written notices, demands or other communications
                  required or permitted by this Agreement must be given in
                  English language and delivered via registered or certified air
                  mail, return receipt requested, postage prepaid or by
                  overnight courier or transmitted via telegraph, telex or
                  telefax as follows: If to EDT Learning at 2999 N. 44th Street,
                  Suite 650, Phoenix, AZ 85018, (602-952-0544 - FAX) or if to
                  Contractor at the address identified as Contractor's principal
                  place of business. Delivery shall be deemed to have occurred
                  upon receipt and/or transmission validation for telex and
                  telefax. All notices are to be forwarded to the parties at
                  their respective addresses stated hereinabove, unless either
                  party furnishes written notice as to a change of its address
                  in the manner provided hereinabove.

         g.       Contrary, Inconsistent, or Additional Terms. Any contrary,
                  inconsistent, or additional terms contained in a mutually
                  executed Statement of Work between EDT Learning and Contractor


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                  securing such services, as compared to the terms and
                  conditions contained in this Agreement, will be governed,
                  interpreted, and construed in the following order of
                  precedence: (i) the applicable Statement of Work and (ii) this
                  Agreement. Any pre-printed terms and conditions on any
                  materials, which EDT Learning regularly uses with its other
                  customers, will be null and void and of no consequence
                  whatsoever in interpreting the parties' legal rights and
                  responsibilities as they pertain to any of the contemplated
                  services provided hereunder. Should the terms of this
                  Agreement or the existence of this Agreement itself cause a
                  change in the ability of EDT Learning to recognize revenue
                  from the sale of Custom Services or cause any change in the
                  value of any of EDT Learning's assets, then the parties agree
                  that they will either modify this Agreement to avoid that
                  occurrence or will mutually terminate this Agreement.

         h.       Entire Agreement; Counterparts; Originals. This Agreement,
                  including all documents incorporated herein by reference,
                  constitutes the entire agreement between the parties with
                  respect to the Custom Services, and supersedes all prior or
                  contemporaneous agreements, written and oral, regarding the
                  Custom Services. This Agreement may be executed in
                  counterparts, each of which will be deemed an original, but
                  both of which together shall constitute one and the same
                  instrument. This Agreement may be changed only by a written
                  document signed by authorized representatives of both parties.

         i.       Authority. Authorized representatives of EDT Learning and
                  Contractor have read the foregoing and all documents
                  incorporated therein and agree and accept such terms effective
                  as of the date set forth beneath such party's signature.

         Executed as indicated below to be effective as indicated on the first
date written above.

         INTERACTIVE ALCHEMY, INC.                   EDT LEARNING, INC.

By: Donald C. Pierson, III                    By: James M. Powers, Jr.
    --------------------------------              ------------------------------
Printed Name: Donald C. Pierson, III          Printed Name: James M. Powers, Jr.
Title: President                              Title: President
       -----------------------------                 ---------------------------
Date: 5-13-05                                 Date: 5-13-05
      ------------------------------                ----------------------------

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                                   EXHIBIT "A"

                            FORM OF STATEMENT OF WORK


         The following document is the form of Statement of Work that will be
the basis for any work performed by Contractor for EDT Learning, with the actual
terms and conditions varying from project to project as needed.

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                                 WORK ORDER FORM
   (ASSOCIATED WITH SUBCONTRACTOR AGREEMENT BETWEEN INTERACTIVE ALCHEMY, INC.
                            AND EDT LEARNING, INC.)

         This Work Order defines certain Services to be performed by Interactive
Alchemy, Inc. ("Subcontractor") in accordance with the terms and conditions of
the Subcontractor Agreement ("Agreement") dated May 1, 2003 by and between
Subcontractor and EDT Learning, Inc. The EDT Learning client associated with
this Work Order is________________("Client")

--------------------------------------------------------------------------------

 EDT CUSTOMER NUMBER:
--------------------------------------------------------------------------------
 EDT CUSTOMER NAME:
--------------------------------------------------------------------------------
 EDT CUSTOMER CONTACT                 Name:
 INFORMATION:
                                     -------------------------------------------
                                      Contact:
                                     -------------------------------------------
                                      Title:
                                     -------------------------------------------
                                      Address:
                                     -------------------------------------------
                                      Phone:
                                     -------------------------------------------
                                      Fax:
                                     -------------------------------------------
                                      Email:
--------------------------------------------------------------------------------
 DOCUMENTS NEEDED:                         o    Services Agreement
                                           o    Work Order
--------------------------------------------------------------------------------
 BACKGROUND:

SCOPE OF WORK (DELIVERABLES):

o        ____ hours of training

o        Training will be delivered in the following formats:

         |_| Web-based |_| Computer-based |_| Instructor-led |_| Other
         Comments:______________________________________________________________
         _______________________________________________________________________

o        Training will be developed from the following materials to be provided
         by the Customer

         |_| On-Line (WBT) |_| Self-paced (CBT) |_| Instructor-led |_| None
         |_| Other
         Comments:______________________________________________________________
         _______________________________________________________________________

o        The training will be developed by adapting existing content in the
         following manners

         |_| Repurpose |_| Rewrite/Produce new |_| Not applicable
         Comments:______________________________________________________________
         _______________________________________________________________________


o        Tier:

         |_| 1             |_| 2             |_| 3             |_| Other
         Comments:______________________________________________________________
         _______________________________________________________________________

o        Development platform:

         |_| i-Canvas |_| MacroMedia Flash |_| Other |_| Not applicable
         Comments:______________________________________________________________
         _______________________________________________________________________

----------------

1. If "Repurpose" is selected existing content (text, media and graphics) will
 be used to the maximum degree possible. If "Rewrite/Produce New" is selected,
 substantial portions of the existing content will be written or produced anew.

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o        Delivery platform:

         |_| EDT LMS (specify) |_| Docent (specify version) |_| Other LMS
         (specify below) |_| Not applicable
         Comments:______________________________________________________________
         _______________________________________________________________________


 ASSUMPTIONS:

 TIMING OR SPECIAL ISSUES:

 A general timeline has been indicated and will be considered until otherwise
indicated by Customer:

o        Execution of this agreement is dependant on

o        Estimated project kickoff is___________________________________________

o        Estimated course delivery date is______________________________________

o        Other significant milestone dates (estimated):

         Comments:

LOCATION WHERE SERVICES WILL BE PERFORMED:

         Interactive Alchemy's offices in Arizona.


FEES & CHARGES:
DELIVERABLES               DETAILS               UNIT PRICE       EXTENDED PRICE






                                                                      Sub-Total:
                                                              Sales & Use Taxes:
                                                                      TOTAL DUE:

--------------------------------------------------------------------------------
 Expense Reimbursement:   Approved Travel expenses, if any reimbursed by Client.


 PAYMENT TERMS: AS DEFINED IN THE AGREEMENT_____________________________________


 Please sign where indicated below to acknowledge acceptance of the terms of
 this Work Order and provide authorization to begin the project provided herein.
 This Work Order may be executed in counterparts and by facsimile, each of which
 when so executed, will be deemed an original, and all of which together shall
 constitute one and the same instrument.


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     EDT LEARNING, INC                          INTERACTIVE ALCHEMY, INC
Signature:______________________________        Signature: _____________________
Title:__________________________________        Title: _________________________
Date:___________________________________        Date: __________________________
Tel: (602) 952-1200 Fax: (602)
952-0544


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                                   EXHIBIT "B"
                       CONTRACTOR'S STANDARD HOURLY RATES
                       ----------------------------------


                 THE FOLLOWING ATTACHMENT WILL BE THE BASIS FOR ANY WORK
            PERFORMED BY CONTRACTOR FOR EDT LEARNING, WITH THE ACTUAL HOURS AND
            RATES VARYING FROM PROJECT TO PROJECT AS NEEDED AND REFLECTED
                      IN THE APPROPRIATE STATEMENT OF WORK.


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                                  CUSTOM TIERS

                                  Tier 1      Tier 2       Tier 3
INTERFACE
Branding                          Logo Only    Custom      Custom
Graphical Menus                   No           Yes         Yes

NAVIGATION
Linear                            Yes          Yes         Yes
Non-Linear                        No           Yes         Yes

MEDIA
Static Graphics
    2-D                           Up to 8      Up to 8     Up to 12
    3-D                           No           Up to 2     Up to 4
Animated Graphics
    2-D                           No           Up to 2     Up to 4
    3-D                           No           No          Up to 2
Total Graphics                    Up to 8      Up to 12    Up to 20

Flash Elements                    No           Yes         Yes

Audio                             Yes          Yes         Yes
Video                             No           Add'l Chg   Add'l Chg

PRESENTATION & INTERACTIVITY
Rollovers                         Up to 2      Up to 4     Up to 8
Popups                            Up to 2      Up to 4     Up to 8

Timed Bullets                     No           Up to 4     Up to 8
Timed Highlighting                No           Up to 4     Up to 8

Remediation                       Yes          Yes         Yes

INSTRUCTIONAL TECHNIQUES
 Presentation                      Yes         Yes          Yes
 Demonstration                     Yes         Yes          Yes
 Practice                          Yes         Yes          Yes
 Software Simulations              Yes         Yes          Yes
 Scenarios/case studies            No          Up to 2      Up to 4


                                 Page 21 of 27



<PAGE>

                                                               Pricing
STANDARD HOURLY RATE             $120
<TABLE>
                                FIRST HOUR                   ADDITIONAL HOURS (SAME PROJECT)
                              STARTING POINT                        STARTING POINT
TIER 1             OLT      SPT      ILT        NO EXISTING     OLT       SPT          ILT       NO EXISTING
<S> <C>
 REPURPOSE      $ 9,000   $11,250     n/a           n/a        $ 7,200    $ 9,000      n/a            n/a
 REWRITE        $11,250   $14,063    $16,875       $22,500     $ 9,000    $11,250     $13,500        $18,000
TIER 2             OLT      SPT      ILT        NO EXISTING     OLT       SPT          ILT       NO EXISTING
 REPURPOSE      $13,800   $17,250     n/a           n/a        $11,040    $13,800      n/a            n/a
 REWRITE        $17,250   $21,563    $25,875       $34,500     $13,800    $17,250     $20,700        $27,600
TIER 3             OLT      SPT      ILT        NO EXISTING     OLT       SPT          ILT       NO EXISTING
 REPURPOSE      $18,600   $23,250     n/a           n/a        $14,880    $18,600      n/a            n/a
 REWRITE        $23,250   $29,063    $34,875       $46,500     $18,600    $23,250     $27,900        $37,200

</TABLE>

         DEFINITIONS

                  OLT Customer has existing on-line, web based training that
                  will provide the basis for the course
                  SPT Customer has existing self-paced, computer-based training
                  that will provide the basis for the course
                  ILT Customer has existing instructor-led training that will
                  provide the basis for the course
                  NO EXISTING Customer does not have a current course, but will
                  provide us with the content in another form
                  REPURPOSE The new web-based course will be produced by
                  adapting the existing content, sticking closely to the
                  original
                  REWRITE The new web-based course will be produced by
                  significantly re-writing the current course or material


                                 Page 22 of 27



<PAGE>

         EDT Learning [LOGO]
         The Power of e-learning Simplified

                                   EXHIBIT "C"
                                  CHANGE ORDER

Change Order No.___________________________________entered into pursuant to the
Subcontractor Agreement dated May 1, 2003 by and between EDT Learning, Inc. and
Contractor ("Contractor ") and the Statement of Work or Statement of Work
executed on_________________pertaining to_______________________________________

1. Describe changes, modifications, or additions to the services.






2. Necessity, availability and assignment of requisite EDT personnel and/or
resources to make requested modifications or additions.




3. Impact on Costs, Performance Period, and other requirements.

         a.       Changes in Costs:

         b.       Changes in Performance Period:

         c.       Changes to any other requirements:


4. Describe any revisions in acceptance test procedures.





----------------------------------                    --------------------------
Signature of Contractor                               Date



----------------------------------                    --------------------------
Signature of EDT Learning, Inc.                       Date


                                 Page 23 of 27



<PAGE>

         iLinc
         COMMUNICATIONS
                      AMENDMENT TO SUBCONTRACTOR AGREEMENT

         This amendment to subcontractor agreement (the "Amendment") is made to
be effective on April 1, 2004 (the "Effective Date") by and between iLinc
Communications, Inc. (formerly known as EDT Learning, Inc.) ("iLinc
Communications"), a Delaware corporation and Interactive Alchemy, Inc.
("Contractor").

         WHEREAS, iLinc Communications and Contractor entered into a
subcontractor agreement dated May 1, 2003 (the "Agreement") whereby Contractor
provides e-Learning custom content development and professional services to
iLinc Communications and indirectly to iLinc Communications' Customers using
among other things iLinc Communications' Development Software;

         WHEREAS, iLinc Communications and Contractor wish to modify that
Agreement;

         NOW, THEREFORE, iLinc Communications and Contractor, in exchange for
the mutual promises and conditions contained herein and other good and valuable
consideration the sufficiency of which is hereby acknowledged, do agree as
follows:

         1. Section 19(e) of the Agreement "Assignment" shall be amended and
replaced in its entirety to read as follows:

         "19(e) Assignment. Contractor may not assign this Agreement, whether by
         operation of law or otherwise, without the prior written consent of
         iLinc Communications, however, such approval of cannot be unreasonably
         withheld or delayed. The rights and obligations of iLinc Communications
         hereunder may be assigned to an iLinc Communications affiliate, or to
         an individual or entity that acquires all or substantially all of the
         assets or shares of iLinc Communications, or with whom iLinc
         Communications merges. This Agreement will bind and inure to the
         benefit of each party's permitted successors and assigns."

         2. The Agreement shall be hereby amended to reflect the foregoing
agreement of the Parties on and after the Effective Date, and except as amended
hereby and any other preceding amendments, the Agreement shall remain otherwise
unchanged.

         Executed as indicated below to be effective as indicated on the first
date written above.

         INTERACTIVE ALCHEMY, INC.               ILINC COMMUNICATIONS, INC.


By: /s/ Donald C. Pierson, III                By: /s/ James M. Powers Jr.
    ---------------------------------             ------------------------------
    Donald C. Pierson, III, President             James M. Powers Jr., President

Date: 4/22/04                                 Date: 4/22/04
    ---------------------------------             ------------------------------


                                 Page 24 of 27



<PAGE>

                   Amendment No. 2 to Sub-Contractor Agreement
                                     Between
                           iLinc Communications, Inc.
                                       and
                            Interactive Alchemy, Inc.

         This second amendment (the "Amendment") to that sub-contractor
agreement dated May 1, 2003 (the "Agreement"), (together with and as amended by
the first amendment dated April 1, 2004) by and between iLinc Communications,
Inc. (formerly EDT Learning, Inc.), a Delaware corporation (the "iLinc"), and
Interactive Alchemy, Inc. ("Contractor").

         Whereas, iLinc wishes to continue to provide custom content development
services to its customers while fostering the business opportunity of
Interactive Alchemy; and

         Whereas, Contractor wishes to continue to provide outsourced custom
content services to iLinc's customers while it continues to build its own custom
content business to its own Contractor customers pursuant to the existing
Sub-contractor Agreement; and,

         Now Therefore, in exchange for the mutual promises contained in the
Agreement and herein, iLinc and Contractor agree as follows:

         1.       This amendment shall be effective on April 29, 2006 (the
                  "Amendment's Effective Date"), and all capitalized terms not
                  defined herein shall have the meaning given them in the
                  Agreement

         2.       Section 18 titled Term and Termination of the Agreement shall
                  be modified so that the Initial Term of the Agreement shall be
                  extended for an additional twenty-four (24) months (with the
                  modified Initial Term being a total of sixty (60) months from
                  the effective date of the Agreement) and, unless earlier
                  terminated pursuant to Section 18, the Agreement shall expire
                  on its own terms on May 1, 2008.

         3.       Beginning on May 1, 2006, iLinc will no longer be responsible
                  for providing the full range of Executive Suite Services that
                  are described in the Agreement and not as part and parcel of
                  payment of Contractor Fees. Therefore, from May 1, 2006 until
                  July 15, 2006 Contractor will remain in the Premises while
                  other facilities are being prepared by Contractor (the
                  "Occupancy Period") and during the Occupancy Period Contractor
                  will pay to iLinc a rental fee in the fixed and determined
                  amount of $11,140 per month (the "Rent"), (with a prorated
                  amount per day for any partial month). The so-called Rent
                  payment will be due on the first day of each month that the
                  Contractor remains in the Premises beginning May 1, 2006 and
                  will be specifically for: use of the premises (including CAM
                  and taxes), office equipment, office furniture, telephone
                  (excluding long distance and audio conferencing), and parking;
                  but, will not be for office supplies, regular and express
                  mail, coffee and water, and all other "services" not listed
                  above. Finally, on or after July 15, 2006, Contractor will
                  vacate the Premises (Suite 620), and Contractor thereafter
                  will no longer pay Rent (unless held over after July 15, 2006
                  in which case Rent will continue until the Premises are
                  vacated), and iLinc will no longer be responsible for
                  providing, Premises, or the Executive Suite Services to
                  Contractor. By way of clarification, after July 15, 2006,
                  Contractor will be responsible for obtaining its own premises,
                  parking, office


                                 Page 25 of 27



<PAGE>

                  supplies, internet connectivity, IT staffing, computers,
                  office equipment, and telephone systems.

         4.       Beginning on May 1, 2006 and during the first twelve (12)
                  months of this Amendment, the Percentage that will be paid to
                  Contractor for work performed by Contactor under Section 9(b)
                  shall be increased to 90% of the Net Fee. During the second
                  twelve (12) months of this Amendment, the Percentage that will
                  be paid to Contractor for work performed by Contactor under
                  Section 9(b) shall be decreased to 87.5% of the Net Fee, (with
                  the amount being retained by iLinc during year one and year
                  two being called the "iLinc Retained Portion"). Furthermore,
                  the amount due to iLinc from Contractor for work performed on
                  Contractor's Client under Section 7 (see inset table) shall be
                  stricken. Instead, in consideration for access to iLinc's
                  Development Software, Derivative Works and the continued
                  relationship as iLinc's custom content supplier, Contractor
                  agrees to pay a fee equal to ten percent (10%) of all
                  Contractor's sales from work performed on Contractor's Clients
                  during the first twelve (12) months of this Amendment; and, a
                  fee equal to twelve and one half percent (12.5%) of all
                  Contractor's sales from work performed on Contractor's Clients
                  during the second twelve (12) months of this Amendment (with
                  the amount paid by Contractor called the "Royalty Fee").
                  Notwithstanding the foregoing, in no event, during the first
                  twelve (12) months of this Amendment, shall the total of the
                  iLinc Retained Portion and the Royalty Fee together exceed two
                  hundred thousand dollars ($200,000) (i.e., as an annual
                  maximum); and in no event, during the second twelve (12)
                  months of this Amendment, shall the total of the iLinc
                  Retained Portion and the Royalty Fee together exceed four
                  hundred fifty thousand dollars ($450,000), so that during the
                  two year term of this Amendment, the total of the iLinc
                  Retained Portion and the Royalty Fee shall not exceed a total
                  of six hundred and fifty thousand dollars ($650,000). To
                  assure that cash collections are acknowledged and payments
                  made on a timely basis by both parties, when a payment is
                  received from an iLinc Customer or a Contractor Client, then
                  evidence of the receipt of payment (e.g. a copy of the check
                  or wire transfer documentation) shall be delivered to the
                  other party within 24 hours of receipt and payment of the
                  corresponding amount due to Contractor or the Royalty Fee
                  shall be delivered within seventy-two (72) hours of receipt of
                  payment.

         5.       At the end of the amended Initial Term and upon termination of
                  the Agreement, then the covenants of Section 8(a)(ii) and
                  8(a)(iii) are terminated without further effect; but provided
                  for clarity Section 8(a)(i) and Section 8(a)(iv) shall remain
                  unchanged and in full affect notwithstanding termination of
                  the Agreement, provided further that Sue Leff shall be
                  considered an employee of both Contractor and iLinc for
                  purposes of Section 8(a)(i). Furthermore, at the end of the
                  amended Initial Term and upon termination of the Agreement
                  then the license granted in Section 6 to the Development
                  Software (e.g. i-Canvas software) shall continue on a
                  perpetual basis from the termination date of the Agreement but
                  the internal use license for all other software (e.g.
                  LearnLinc software) shall terminate.


                                 Page 26 of 27



<PAGE>

         6.       Conflicts between the provisions of this Amendment and the
                  Agreement shall be resolved in favor of the spirit, intent,
                  terms and provision of this Amendment. All other provisions
                  not directly modified by this Amendment contained within the
                  Agreement shall remain unchanged and in full force and effect.

iLinc Communications, Inc.                Interactive Alchemy, Inc.:

By: /s/ James M. Powers Jr.               By: /s/ Donald C. Pierson, III
    ------------------------------            ---------------------------------
    James M. Powers Jr., President            Donald C. Pierson, III, President

Date: 5/5/06                              Date: 5/5/06
     ------------------------------            ---------------------------------


                                 Page 27 of 27