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                                  Exhibit 10.3

                       Oracle Time and Materials Contract

                           Student Portal Development


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                                                                    Exhibit 10.3

ORACLE(R)

                               TIME AND MATERIALS

                               ENGAGEMENT CONTRACT

Customer Name:     booktech.com
Customer Address:  42 Cummings Park, Woburn, MA 01801

This Engagement Contract ("EC") shall be governed by the terms of the Services
Agreement dated November 15, 1999 (the "Agreement") between booktech.com
("Customer") and Oracle Corporation ("Oracle"). Oracle shall provide Services
under this EC only in the United States.

A.     SERVICES

       1.    Oracle Obligations

             1.1 Scope of Services

                 Oracle will provide the following Services to Customer:

                 Assist Customer in designing, developing, testing and deploying
                 Customer's Students' Portal web site to provide the following
                 capabilities:

                 o  Search for a course pack by school, professor, course
                    title, course number, semester, etc., and search for an
                    article by author, book title, chapter title, ISBN, etc.

                 o  Purchase course packs or individual articles available in
                    Customer's database.

                 o  Specify any of the following delivery options for course
                    packs purchased: Print, Email, Digital download or Digital
                    Media (CD, ZIP).

                 o  Pay by credit card or chock for purchases.

                 o  Interact and Transact with Oracle Applications.

                 o  Send email to customers to confirm receipt of orders placed.

                 o  Security Profiling.

       2.    Customer's Obligations

             Customer acknowledges that its timely provision of and access to
             office accommodations, facilities, equipment, assistance,
             cooperation, complete and accurate information and data from its
             officers, agents, and employees, and suitably configured computer
             products (collectively, "Cooperation") are essential to performance
             of any Services as set forth in this EC. Oracle shall not be
             responsible for any deficiency in performing Services if such
             deficiency results from Customer's failure to provide full
             Cooperation.

             Customer acknowledges that the scope of Services defined in Section
             1.1 above, and any estimate related to such Services, are
             contingent on the following assumptions:

                   o  Implementation or automation of a process to inform
                      booktech.com's customers that the course pack(s) they have
                      reserved are now available and orderable is outside the
                      scope of this EC;

                   o  Design and development of any reports on the Portal and
                      Enterprise Resource Planning ("ERP") data are outside the
                      scope of this EC.


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       3.    Project Management

             3.1 Project Manager. Each party shall designate a Project Manager
                 who shall work together with the other party's Project Manager
                 to facilitate an efficient delivery of Services.

             3.2 Change Orders. Any change in the specified Scope of Services
                 must be mutually agreed upon by the parties in writing. Oracle
                 consent should be obtained if any change in Customer
                 requirements, software or hardware will affect Oracle's
                 estimates. Oracle's standard Change Order Procedures may be
                 used to document these changes.

B.     RATES AND PAYMENTS

       1.    Rates

             For a period of one year from the Effective Date, the Services
             specified above shall be provided at a 15% discount off Oracle's
             standard consulting rates in effect when such Services are
             performed. Oracle's standard consulting rates are listed in
             Oracle's US Price List; those rates which are in effect as of the
             Effective Date hereof are listed below for Customer's convenience.
             Thereafter, Oracle and Customer shall agree in good faith to rates
             for services performed under this EC.

             The following are Oracle's Standard Hourly Rates based on the
             current US Price List as of the Effective Date of this EC less the
             discount specified above:

              Consultant Level     List Rate     15% Discount   Extended Rate
              ----------------     ---------     ------------   -------------
                                   ($/Hourly)
                                   ----------

              Practice Director    395.00           59.25       335.75
              Practice Manager     375.00           56.25       318.75
              Technical Manager    375.00           56.25       318.75
              Mng Principal        316.00           47.40       268.60
              Sr Principal         316.00           47.40       268.60
              Principal            277.00           41.55       235.45
              Senior               227.00           34.05       192.95
              Staff                198.00           29.70       168.30

       2.    Payment Type

             The Services specified above are provided on a time and materials
             ("T&M") basis; that is, Customer shall pay Oracle for all of the
             time spent performing such Services, plus materials, taxes, and
             expenses. The fee estimate for labor performed under this EC is
             Three Hundred Seventy Five Thousand Five Hundred dollars
             ($375,500.00); the estimate for travel and out of pocket expenses
             is an additional Thirty Seven Thousand Five Hundred dollars
             ($37,500.00). These estimates and any other estimates related to
             this EC are intended only to be for Customer's budgeting and
             Oracle's resource scheduling purposes; these estimates do not
             include materials or taxes. Once fees for Services reach the
             estimate, Oracle will cooperate with Customer to provide continuing
             Services on a T&M basis.


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      3.    Invoicing

            All fees and expenses will be invoiced monthly and will be payable
            within thirty (30) days of the date of invoice. Actual reasonable
            travel and out-of-pocket expenses, tax, and Services provided by the
            Oracle Education Services group, if any (including but not limited
            to Organizational Change Management Services), or any group other
            than Oracle Consulting, are not included in the rates set forth
            above and will be invoiced separately.

       4.   Compensatory Tax

            The parties acknowledge that temporary living reimbursements to
            Oracle consultant(s) may be deemed compensatory under federal,
            state, and local tax laws if a consultant's assignment in a
            particular location will exceed or has exceeded one year. Where
            reasonably possible, Oracle will plan with Customer to limit the
            duration of a consultant's assignment in a particular location to
            less than one year. If Customer's requirements are such that it
            becomes necessary for a consultant's services in a particular
            location to continue for a year or more and as a result such
            consultant's living expenses are deemed compensatory for tax
            purposes, then, Customer agrees to pay Oracle the amount of
            additional compensation provided to such Oracle personnel to
            compensate for taxes imposed therefor.

C.     ADDITIONAL TERMS

       1.   Rights to Developments

            Oracle grants Customer a perpetual, non-exclusive, non-assignable,
            royalty-free license to use anything developed by Oracle for
            Customer under this EC ("Contract Property"). Oracle shall retain
            all copyrights, patent rights, and other intellectual property
            rights to the Contract property.

       2.   Segmentation

            Customer acknowledges that the Services acquired hereunder were bid
            by Oracle separately from any Oracle program licenses. Customer
            understands that it has the right to acquire Services without
            acquiring any Oracle program licenses, and that Customer has the
            right to acquire the Services and any Oracle program licenses
            separately.

       3.   Relationship Between the Parties

            Oracle is an independent contractor; nothing in this Agreement shall
            be construed to create a partnership, joint venture, or agency
            relationship between the parties. Except as provided under
            "Compensatory Tax", each party will be solely responsible for
            payment of all compensation owed to its employees, as well as
            employment related taxes. Each party will maintain appropriate
            worker's compensation for its employees as well as general liability
            insurance.


booktech.com:                               ORACLE CORPORATION:


Signature: /s/ John Schmottlach           Signature: /s/ Renee Antao
          ---------------------------               ---------------------------

Name:     John Schmottlach                Name: RENEE ANTAO
     --------------------------------          --------------------------------

Title: Operations MGR                     Title: Contracts Manager
      -------------------------------            ------------------------------


Booktech.com                          Page 3 of 4                       04/14/00


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Effective Date:     4-14-00
                ------------------



Booktech.com                         Page 4 of 4                        04/14/00

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PROJECT IDENTIFICATION ATTACHMENT

Oracle Project ID No.  300042664
                      ---------------

Oracle Consulting Administrator
      Name:             Guy Esposito
      Address:          1000 Winter Street
                        Waltham, MA 02451
      Telephone:        781.768.4265
      Fax:              781.684.7972

Oracle Project Manager:
       Name:            Srini Thirumoorthysamy
       Address:         1000 Winter Street
                        Waltham, MA 02451
       Telephone:       781.895.5236
       Fax:             781.684.7972

Customer Billing/Accounts Payable Contact:
      Name:             John Schmottlac
      Address:          42 Cummings Park
                        Woburn, MA 01801
      Telephone:        781.933.5400
      Fax:              781.933.6750

Customer Project Manager:
       Name:            Mike Perera
       Address:         42 Cummings Park
                        Woburn, MA 01801
       Telephone:       781.933.5400
       Fax:             781.933.6750

Purchase Order No. OP 029
or
Purchase Order Exemption Acknowledgment:


Customer does not issue Purchase Orders for Services, however, Customer agrees
to pay for Services performed under this EC, as specified in the EC and/or
Agreement.

       booktech.com


       ---------------------------
       By:
       Customer Purchasing Agent

Tax Information

   (1) Exempt (Attach Tax Exemption Form)
---
   (2) Non-exempt
---

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