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

                  LearnLinc(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-Canvas(TM) 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-Review(TM)

                  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

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