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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

                 ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended June 30, 2000

                        Commission file number 033-25900

                           Virtual Academics.com, Inc.
                           ---------------------------
                 (Name of Small Business Issuer in its Charter)

                Delaware                             75-2228820
     ---------------------------------------------------------------
     (State or Other Jurisdiction of              (I.R.S. Employer
      Incorporation or Organization)             Identification No.)

             6421 Congress Ave, Suite 201, Boca Raton, Florida 33487
             -------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (561) 994-4446
                                 --------------
                           (Issuer's Telephone Number)

                    Securities registered under Section 12(b)
                                   of the Act:

         Securities registered under Section 12(g) of the Exchange Act:

                                      None

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes [ ]   No [X]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year.  $1,150,664.

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. $8,186,888.25 based on a price of $2.25 per share as of October 2, 2000.


<PAGE>

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: October 2, 2000: 7,578,617 shares of
common stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

Transitional Small Business Disclosure Format (Check One)

Yes ____   No X

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

PART I........................................................................1

    Item 1.  Description of Business..........................................1

    Item 2.  Description of Property.........................................10

    Item 3.  Legal Proceedings...............................................10

    Item 4.  Submission of Matters to a Vote of Security Holders.............10

PART II......................................................................11

    Item 5.  Market for Common Equity and Related Stockholder Matters........11

    Item 6.  Management's Discussion and Analysis or plan of Operations......11

    Item 7.  Financial Statements............................................13

    Item 8.  Changes In and Disagreements With Accountants...................13

PART III.....................................................................14

    Item 9.  Management......................................................14

    Item 10. Executive Compensation..........................................15

    Item 11. Security Ownership of Certain Beneficial Owners and Management..16

    Item 12. Certain Relationships and Related Transactions..................17

    Item 13. Exhibits, Lists and Reports on Form 8-K.........................17

                                       -i-

<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

BACKGROUND

         Through its subsidiaries, Virtual Academics.com, Inc. (the "Company" or
"VADC") is engaged in the online distance learning industry with a focus on the
international, second-career adult and corporate training markets. Management of
VADC has been engaged in this business since 1993, through various predecessor
entities (the "Predecessors"). VADC owns and operates online distance learning
universities which offer more than 1,000 accredited and licensed degree programs
in a variety of concentrations to students from 43 countries worldwide. VADC is
licensed by the State Education Department of the State of Alabama and
recognized by the provincially-run education agencies of China, Canada and
Egypt. VADC operates one of the largest international educational portals
located at www.virtualacademics.com.

         VADC was incorporated in the State of Delaware in 1988 but had no
significant business operations until December 1999, when Steven Bettinger and
Robert Bettinger, acquired approximately 66 2/3% of the outstanding common stock
of the Predecessors from a former principal stockholder. Messrs. Bettinger then
contributed their membership interests in the Predecessors to the Company, which
changed its name to Virtual Academics.com, Inc. in January 2000. VADC's
executive offices are located at 6421 Congress Ave, Suite 201, Boca Raton,
Florida 33487 and its telephone number is (561) 994-4446.

STRATEGY

         VADC's goal is to strengthen its leadership position within the rapidly
growing online distance education industry, estimated at $5.5 billion by Piper
Jaffray, who is projecting a $50 billion industry by 2005. Key components of
VADC's strategy include:

         Marketing Relationships with Business Entities. VADC has realized
growth from marketing relationships with businesses which reimburse employees to
take educational courses, including:

         First Union Bank;
         Prentice Hall;
         Kaplan, Inc.;
         The United Electrical Contractors; and
         Citibank.

         Typically, VADC provides customized distance learning educational
services through its partners or to the workforce of its partners. Frequently,
VADC's corporate partners sponsor students by paying directly or reimbursing
their employees' educational efforts.

         Forge Strategic Alliances with State-owned Educational Institutions
Worldwide. Through alliances such as an agreement with Renmin University, a
government-sponsored group of 30 universities in the Peoples Republic of China,
VADC can offer dual-degree programs online throughout the world. VADC
anticipates growth in this and other initiatives in Asia, and has plans to
expand into Latin America.

                                       1
<PAGE>

         Expand Global Enrollment and Recruitment Program. VADC intends to
increase its enrollment through a team of recruiters. The recruiters are based
in areas characterized by a high population of students, including:

         Canada;
         Malaysia;
         Argentina;
         Spain;
         China;
         Japan;
         Mexico;
         Korea;
         Brazil; and
         Venezuela

         VADC pays each recruiter a referral fee for every student enrolled in
one of its courses. VADC intends to continue to develop relationships with
additional recruiters in geographic areas where it is not currently represented.

         Expand through Acquisition. VADC intends to acquire brick and mortar
educational institutions so that it may offer their traditional curricula
online. VADC also intends to acquire carefully selected Internet-based
educational institutions. While VADC is currently exploring certain
acquisitions, VADC is not party to any definitive agreements.

         Provide Turnkey e-Business Solutions. Utilizing resources obtained
through its educational partnerships, such as linguistics experts and web design
professionals, VADC's Global e-Business division has the ability to provide
turnkey e-commerce services to American businesses which desire to expand their
presence abroad.

MARKET

         The United States and international education market may be divided
into the following segments:

         o        kindergarten through twelfth grade (and overseas counterparts)
                  schools ("K-12");
         o        vocational and technical training schools;
         o        workplace and consumer training; and
         o        degree-granting colleges and universities ("Higher
                  Education").

         VADC operates in the Higher Education and workplace and consumer
training segments. The U.S. Department of Education estimated that adults over
24 years of age comprised approximately 6.1 million, or 39.2%, of the 15.5
million students enrolled in Higher Education programs in 1998. Currently, the
U.S. Bureau of Census estimates that approximately 76% of students over the age
of 24 work while attending school. The Department of Education estimates that by
the year 2003, the number of adult students over the age of 24 will remain
approximately the same at 6.1 million, or 40.3%, of the 15.2 million students
projected to be enrolled in Higher Education programs.

                                       2
<PAGE>

         VADC serves the needs of mid-career, working adults, American and
foreign, including:

         o        Convenient access to a learning environment (primarily through
                  its Internet-based delivery system);

         o        Degree programs offered by accredited institutions that can be
                  completed in a reasonable amount of time for a reasonable
                  cost;

         o        Programs that provide knowledge and skills with immediate
                  practical value in the workplace;

         o        Education provided by qualified faculty members with current
                  practical experience in fields related to the subjects they
                  instruct; and

         o        Learning resources available electronically to all students in
                  many languages regardless of geographical location.

         VADC believes that the requirements of the adult working population
represent a significant market opportunity to accredited Higher Education
institutions that can offer programs that meet these unique needs.

         Most colleges and universities feature a more capital-intensive
teaching and learning model characterized by:

         o        dormitories, student unions and other significant plant assets
                  to support the needs of students;

         o        fully-configured library facilities and related full-time
                  staff;

         o        a high percentage of full-time tenured faculty with doctoral
                  degrees; and

         o        an emphasis on research and the related staff and facilities.

         In addition, the majority of accredited colleges and universities
provide the bulk of their educational programming from September to mid-December
and from mid-January to May. As a result, most full-time faculty members only
teach during that limited period of time. While this structure serves the needs
of the full-time 18 to 24 year old student, it limits the educational
opportunity for working adults who must delay their education for up to five
months during these spring, summer and winter breaks. In addition, this
structure generally requires working adults to attend one or more courses three
times a week, commute to a central site, take work time to complete
administrative requirements and, in undergraduate programs, participate
passively in an almost exclusively lecture-based learning format primarily
focused on a theoretical presentation of the subject matter. For the majority of
working adults, earning an undergraduate degree in this manner would take seven
to ten years. In recent years, many regionally accredited colleges and
universities have begun offering more flexible programs for working adults,
although their focus appears to remain on 18 to 24-year old students.

                                       3
<PAGE>

VADC EDUCATIONAL ENTITIES

         VADC owns and operates several educational entities, including:

         o        Virtual Academics.com - www.virtualacademics.com is a portal
                  site that represents all of VADC's products, services and
                  alliances that offer corporate training and degree granting
                  institutions.

         o        Barrington University - Founded in 1991, Barrington is
                  licensed by the State of Alabama Department of Education and
                  accredited by the International Association of Universities
                  and Schools, a non-profit, independent accreditation
                  association. Barrington is a member of several international
                  educational organizations.

         Barrington operates a traditional bricks and mortar college in
         Vancouver, British Columbia, Canada. Barrington offers the following
         programs:

                  School of Business:

                           Business Administration;
                           E-Commerce MBA;
                           Business Accounting;
                           Business Law;
                           Management;
                           Entrepreneurship;
                           Finance;
                           Marketing;
                           Hospitality/Hotel & Restaurant Management;
                           International Business Law;
                           Human Resource Management; and
                           Business Communications

                  School of Arts and Sciences:

                           Computer Science;
                           Management Information Systems; and
                           Health Science.

         Barrington has an international presence because of its Internet
locations, including:

         www.barrington.edu, an educational portal that offers Bachelor's and
Master's degrees through virtual online distance learning.

         www.barrington.gr.jp/home.htm, a Japanese language web site that offers
Barrington degrees and training in Japan and for Japanese speaking people
worldwide.

         www.barrington.edu/china, a Chinese language web site that offers
Chinese-speaking people access to the Barrington programs.

                                       4
<PAGE>

         www.barrington.edu/espanol, a complete Spanish language duplication of
our Barrington English language web site.

         www.barrington-arabic.net, an Arabic language web site that offers
Barrington courses and business training programs to 22 countries in the Middle
East. Its distance learning programs are the only recognized and approved
distance learning programs in the Arab League of Nations.

         Spanish University of America ("SUA"), located at
www.spanishuniversity.edu, a complete Spanish language distance learning
institution offered over the Internet to Spanish language speaking countries, or
approximately 25 percent of the world's population. SUA was the first Hispanic
Internet university. SUA offers degrees such as:

         Business;
         Psychology;
         Sociology;
         Political Science; and
         Health Science.

         CyberUniversity, located at www.cyberuniversity.edu, is the world's
first cyber university offering programs to students all over the world in
multiple languages. Courses are offered through Alston University, and are given
in the following concentrations:

         Business School;
         Health Care;
         Engineering;
         Behavioral Sciences; and
         Education.

ACADEMIC PROGRAMS

         VADC offers several academic programs, including:

         Chinese MBA. Offered in conjunction with Renmin University, the third
largest university in the People's Republic of China, the programs are offered
as dual degrees for Business School Graduate Students who desire degrees from an
American university to complement their degrees from Chinese universities.

         Spanish MBA. Offered in Spanish through Barrington University, the
program awards a degree to Spanish-speaking students who desire a degree from an
American university to complement their degrees from Spanish universities.

         E-Commerce MBA. VADC recently commenced offering this program, which
curricula are designed to explore non-traditional subjects such as e-commerce
and information technology. These programs are offered in English, Chinese,
Spanish and Arabic.

                                       5
<PAGE>

         www.kaplan.com. VADC recently entered into an agreement with Kaplan,
Inc. to offer Kaplan's test preparatory courses online, including courses
designed to prepare for the following tests:

         AP;
         SAT;
         GRE;
         GMAT;
         LSAT;
         MCAT; and
         TOEFL

         Certification Programs. VADC offers the complete Microsoft training
library, which offer certification in the following areas, among others:

         Windows 98;
         HTML 4;
         Java;
         Windows NT 4;
         Windows NT MCSE;
         Microsoft Exchange Server;
         Visual C++; and
         Visual Basic.

         In addition, VADC offers certification in several other areas,
including:

         Bookkeeping;
         Restaurants;
         Paralegal; and
         Nutrition.

TEACHING MODEL

         VADC's teaching/learning model has the following major characteristics:

         Tuition. All VADC students must pay a registration fee to cover the
costs of books, study manuals and other materials necessary for their studies.
Generally, registration fees are approximately $450 and tuition fees range from
$3,300 to $6,500. Scholarships and discounts are available to certain students.
Frequently, tuition qualifies as a tax-deductible expense incurred as part of an
effort to maintain or improve job-related skills.

         Curriculum. The standardized curriculum for each degree program is
designed to provide students with specified levels of knowledge and skills
regardless of delivery method or location. The curriculum provides for the
achievement of specific educational outcomes and is designed to integrate
academic theory and professional practice with a focus on application to the
workplace. Although VADC is responsible for degree requirements and educational
outcomes, students and their employers often provide input to our faculty in
designing curriculum, and class projects are

                                       6
<PAGE>

typically based on issues relevant to the companies and the human resources
departments of companies that employ our students.

         Faculty. Faculty applicants must possess an earned master's or doctoral
degree from an accredited institution and have a minimum of five years recent
professional experience in a field related to the subject matter in which they
seek to mentor. To help promote quality delivery of the curriculum, faculty
members are required to:

         o        complete an initial assessment conducted by staff and faculty;

         o        complete a series of certification workshops related to
                  grading, facilitation of the teaching/learning model,
                  oversight of study group activities, adult learning theory,
                  and use of the Internet;

         o        participate in ongoing development activities; and

         o        receive ongoing performance evaluations by students, peer
                  faculty and staff.

         The results of these evaluations are used to establish developmental
plans to improve individual faculty performance and to determine continued
eligibility of faculty members to instruction.

         VADC's mentor/faculty is comprised of approximately 16 full-time
faculty and 22 part-time mentor/faculty. Most mentor/faculty members are
recruited as the result of referrals from faculty, students and corporate
contacts. All part-time faculty are contracted on a course-by-course basis.

         Online Chat. VADC students are encouraged to participate in an
interactive live-chat email center which provides a forum for potential
candidates or students to discuss any aspect of the educational process. This
feature is available 24-hours a day, seven days a week.

         Interactive Learning. Courses are designed to combine individual and
group activity with interaction between and among students and the instructor.
The curriculum requires a high level of student participation for purposes of
increasing the student's ability to work as part of a team.

         Learning Resources. Students and faculty members are provided with
electronic and other learning resources for their information needs. These
extensive electronic resources minimize VADC's need for capital-intensive
library facilities and holdings.

         Low Attrition Rate. The VADC schools have less than a 15% student
dropout rate, compared to a rate of more than 35% compared to traditional brick
and mortar universities. VADC feels that its customer service and its targeted
client, the mid-career adult, is responsible for this success.

         Academic Quality. Any student having earned a high school diploma,
General Equivalency Diploma ("GED") or international equivalent may apply to any
VADC bachelor's degree program. Any student having earned a Bachelor's degree or
international equivalent, or registered in one of the VADC universities'
combination Bachelor's/Master's degree program may apply to any VADC master's
degree program. As is the case with traditional colleges and universities, VADC
purchases

                                       7
<PAGE>

the GED course content from major educational publishers. By having access to
quality curricula, VADC may maintain high academic standards.

OTHER OPERATIONS

         The Global-E-BusinessGroup - www.global-e-businessgroup.com is a
turnkey business-to-business marketing web site and program that is being
developed and offers American businesses the opportunity to create an
e-marketing presence in the emerging market of China. Its services are
duplicated in Arabic and Spanish.

         This program is ideally suited for the small to medium/medium-large
company who has little or no experience with global trade. By utilizing VADC's
resources and personnel who have a command of the international markets,
language and culture, participating businesses can utilize the Global-E-Business
Group for:

         o        Language translation of their existing web site;

         o        Maintaining, servicing and hosting of their foreign (and
                  English) language web site;

         o        Translation of customer inquiries;

         o        Assistance with foreign trade issues such as customs, shipping
                  and governmental regulations;

         o        Travel arrangements; and

         o        Protocol aid and preparedness on cultural affairs and customs.

COMPETITION

         General. The market for online distance learning services is relatively
new, intensely competitive, rapidly evolving and subject to rapid technological
change as the market is characterized by an increasing number of entrants that
have introduced or developed products and services similar to those offered by
VADC. VADC expects competition not only to persist, but to increase. Increased
competition may result in course price reductions, reduced margins and loss of
market share. Competitors fall into several categories, including other online
distance learning providers, traditional "snail mail" correspondence courses and
traditional universities and colleges expanding their course offerings online.
Several current and potential competitors have longer operating histories,
larger installed student bases, greater name recognition, longer relationships
with students and the public and significantly greater financial, technical,
marketing and public relations resources.

         Admissions Standards. To gain admission to the undergraduate programs,
applicants must have a high school diploma or GED and satisfy certain minimum
grade point average, employment and age requirements. Additional requirements
may apply to individual programs. Students already in undergraduate programs
elsewhere may petition to be admitted on provisional status if they do not meet
certain admission requirements.

                                       8
<PAGE>

         To gain admission to the graduate programs, students must have an
undergraduate degree from an accredited college or university and satisfy
minimum grade point average, work experience and employment requirements.
Additional requirements may apply to individual programs. Students in graduate
programs may petition to be admitted on provisional status if they do not meet
certain admission requirements.

         Academic Accountability. VADC utilizes an institution-wide system for
the assessment of the educational outcomes of its students. The information
generated is employed to improve the quality of the curriculum, the instruction
and the teaching/learning model. VADC's undergraduate and graduate students
complete a comprehensive cognitive (core degree subject matter) and affective
(educational, personal and professional values) assessment prior to and upon the
completion of their core degree requirements.

         Students in VADC programs evaluate both academic and administrative
quality. This evaluation begins with a registration survey and continues with
the evaluation of the curriculum, faculty, delivery method, instruction and
administrative services upon the conclusion of each course. The evaluation also
includes a survey of a random selection of graduates 2-3 years following their
graduation. The results provide an ongoing basis for improving the
teaching/learning model, selection of educational programs and instructional
quality.

CUSTOMERS

         VADC's customers consist of working adult students, colleges and
universities, governmental agencies and employers. Following is an approximate
breakdown of students by the level of program they are seeking, as of September
25, 2000.

                     Programs

         Master's Degree                             42%
         Bachelor's Degree                           55
         Certificate Level                            3
                                              ------------------
         Total programs                             100%
                                              ==================

         Based on surveys, the average age of a VADC student is 33 years old,
approximately 72% of VADC students are male and 28% female, the average annual
household income of a VADC student is $56,000. Additionally, the average VADC
student has some college experience and averages approximately seven years of
work experience.

MARKETING

         To date, the bulk of VADC's marketing efforts have revolved around word
of mouth efforts. Recently, VADC began experimenting with traditional print
advertisements in USA Today, Business Week and other traditional print
publications. In addition, VADC markets itself over the Internet through
search engine optimization techniques.

                                       9
<PAGE>

EMPLOYEES

         As of October 2, 2000, VADC had approximately 12 full-time employees.
None of the VADC's employees are represented by a labor union. VADC has not
experienced any work stoppages and generally believes that its relationship with
its employees is good.

GOVERNMENT REGULATION

         General. With the exception of state licensing regulation described
below, VADC is subject to little governmental regulation other than the
securities laws and regulations applicable to all publicly owned companies and
laws and regulations applicable to businesses generally. Few laws or regulations
are directly applicable to access to, or commerce on, the Internet. Due to the
increasing popularity and use of the Internet, it is likely that a number of
laws and regulations may be adopted at the local, state, national or
international levels with respect to the Internet. Any new legislation could
inhibit the growth in use of the Internet and decrease the acceptance of the
Internet as a communications and commercial medium, which could in turn decrease
the demand for its services or otherwise have a material adverse effect on
VADC's future operating performance.

         Licensing. Barrington University is licensed by the State Education
Department of Alabama, which provides the basis for recognition and acceptance
by employers, other higher education institutions and governmental entities of
the degrees and credits earned by students. Barrinton will come up for
re-licensing in June 2001.

         Accreditation. Accreditation is a system for recognizing educational
institutions and their programs for performance, integrity and quality. In the
United States, this recognition comes primarily from regional associations.
Colleges and universities depend on accreditation in evaluating transfers of
credit and applications to graduate schools. Also, certain scholarship grants
are restricted to students attending institutions accredited by certain
associations.

         VADC's member schools are accredited by the International Association
of Universities and Schools, a non-profit independent international
accreditation organization.

ITEM 2.  DESCRIPTION OF PROPERTY

         VADC's corporate headquarters are located at 6421 Congress Avenue,
Suite 201, Boca Raton, Florida. This facility consists of approximately 3,400
square feet of office space, leased from a non-affiliated third party at an
annual rent of approximately $39,000. The lease expires in July 2005.

         VADC's Canadian operations approximately 3,500 square feet of space in
Vancouver, British Columbia which is paid for by its recruiter at that location.

         VADC believes that in the event that the leases with respect to any of
the aforementioned facilities should not be renewed, alternative space will be
available at comparable rates.

ITEM 3.  LEGAL PROCEEDINGS

         VADC is not involved in any legal proceedings which would have a
material effect on its business or results of operations.

                                       10
<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On February 1, 2000, a majority of VADC's stockholders approved by
written consent VADC's 2000 Performance Equity Plan (the "2000 Plan").

                                    PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         VADC's common stock has been traded in the over-the-counter market and
quoted on the OTC Electronic Bulletin Board under the symbol "VADC.OB" since
January 4, 2000. The reported high and low sale prices for the common stock are
shown below for the periods indicated. The prices do not always represent actual
transactions.

                                              High ($)     Low ($)
                                              --------     -------
First Quarter (commencing January 4, 2000)     7.50         4.25

Second Quarter                                 5.75         1.50

Third Quarter (through September 29, 2000)     3.50         1.34

         As of October 2, 2000, there were approximately 963 record owners of
VADC common stock.

         VADC has never paid cash dividends on its common stock. VADC intends to
keep future earnings, if any, to finance the expansion of its business. We do
not anticipate that any cash dividends will be paid in the foreseeable future.

         During the quarter ended June 30, 2000, VADC issued 1,100,000 shares of
common stock to Gilder Funding Corp. for $440,000 in a private placement. Such
shares were issued pursuant to the exemption from registration afforded by
Section 4(2) of the Securities Act of 1933, as amended.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

GENERAL

         The following discussion and analysis should be read in conjunction
with the financial statements appearing elsewhere in this Report. These
financial statements reflect the consolidated operations of VADC for the year
ended June 30, 2000 ("Fiscal 2000").

         The following may contain forward-looking statements. These statements
consist of any statement other than a recitation of historical fact and can be
identified by the use of forward-looking terminology such as "may," "expect,"
anticipate," estimate" or "continue" or the negative thereof or other variations
thereon or comparable terminology. The reader is cautioned that all
forward-looking statements are necessarily speculative and there are certain
risks and uncertainties that could cause actual events or results to differ
materially from those referred to in such forward-looking statements. VADC does
not have a policy of updating forward-looking statements and thus

                                       11
<PAGE>

it should not be assumed that silence over time means that actual events are
bearing out as we estimated in such forward-looking statements.

         VADC is in the distance learning industry. VADC currently operates its
main school, Barrington University, from Mobile, Alabama, where the school is
licensed by the State of Alabama Department of Education, code of Alabama, Title
16-46-1 through 10. VADC offers degrees and training programs to students in 43
countries and in eight languages (English, Spanish, Chinese, Japanese, Korean,
Portuguese, Russian and Arabic). The programs are virtual in their delivery
format and can be completed from a laptop or home computer, worldwide. Many of
these programs are offered as distance learning (correspondence) as well. VADC
is recognized by governments in China, Egypt and Canada and offers these same
programs internationally. In addition to degree completion programs, VADC
focuses on training corporate personnel, which is considered a major growth
area.

RESULTS OF OPERATIONS

         Revenue - For Fiscal 2000, the Company had a 38% increase in earned
revenues to $1,150,664 from $833,018 for the fiscal year ended June 30, 1999
("Fiscal 1999"). The increase in revenues is due primarily to an increase in the
number of students that have been registered. VADC recognizes tuition as earned
revenue over a 24-month period. Unearned revenue is the amount of tuition that
has not yet been earned but is a receivable to VADC from its students.

         Unearned revenue at the beginning of Fiscal 2000:          $   701,655
         Tuition from students during Fiscal 2000:                    1,893,664
         Earned revenue:                                             (1,150,664)
                                                                    -----------
         Unearned revenue at end of Fiscal 2000:                    $ 1,444,655
                                                                    ===========

         Instruction and Educational Support consists of supplies such as
textbooks to students, which vary with the revenue, and computer software and
internet expenses. Instruction and Educational Support for Fiscal 2000 increased
$159,077 or 10.6% as a percentage of revenue from Fiscal 1999. During Fiscal
2000, the costs of textbooks and related materials increased due to a new
program with the Company's primary supplier. Software and Internet costs
increased due to computer software upgrading in order for VADC to enter new
markets and upgrade technology.

         Selling and Promotion - VADC is committed to increase its percentage of
revenue received by concentrating more of its efforts on Internet optimization
and the ranking of its web sites. Selling and promotion consist primarily of
recruiting fees paid to 3rd party recruiters, advertising and travel expenses.
Selling and promotion increased $175,668 or 8.7% as a percentage of revenue from
Fiscal 1999. Recruiting fees went down by .9% as a percentage of sales while the
cost of advertising increased by $46,016 or 3.7% of sales as we repositioned the
Company to reach more students via the internet. Travel increased by $74,996 or
6% of sales as a result of travel relating to promoting the Company to both the
investment community and the education community.

         General and Administrative Expenses - For Fiscal 2000, the Company's
general and administrative expenses increased by $593,437 or 40% of revenue.
This increase was primarily related to the relocation of VADC's general
headquarters from New York to Florida, increased personnel to handle to growth
of business, software development and additional professional services due to
the cost of operating a public company.

                                       12
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         For Fiscal 2000, the Company had $465,683 in cash and equivalents on
hand to meet its obligations, which represented an increase of $455,961 from the
beginning of Fiscal 2000.

         In February 2000, the Company consummated a private placement to an
investor of 2,200,000 shares of common stock. This private placement raised a
total of $990,000. Of the 2,200,000 shares sold, 1,100,000 shares were sold for
$440,000 in cash and the balance of the shares were sold for a 7% unsecured
promissory note (the "Promissory Note"), due February 10, 2001. Only 1,100,000
shares were issued, the balance of the shares will be issued upon receipt of
payment of the Promissory Note. All of the funds from this private placement
will be used a working capital.

         In June 2000, the Company entered into an agreement with a financial
advisor to arrange a private placement or series of private placements of debt
or equity securities. The private placements, if successful, will have estimated
aggregate gross proceeds of not less than $5 million and up to a maximum of $20
million.

         For the year ended June 30, 1999 and 2000, the Company had a positive
cash flow from operating activities of $164,013 and $115,932 respectively. We
expect that the operations will continue to provide positive cash flows.

         The Company feels that with continued positive cash flow and the
infusion of the additional working capital, the Company is well capitalized to
fund its operations over the ensuing 12-month period, including the expected
growth during this period.

RECENT ACCOUNTING PRONOUNCEMENTS

         In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. SFAS No.
133 is effective for all fiscal quarters beginning with the quarter ending July
31, 1999. In July 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB
Statement No. 133" which deferred the effective date for all fiscal years
beginning after June 15, 2000. The adoption of SFAS No. 133 is not expected to
have a material effect on our results of operations, financial position or cash
flows.

ITEM 7.  FINANCIAL STATEMENTS

         The financial statements required by this report are included,
commencing on page F-1.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

         On August 28, 2000, VADC's Board of Directors recommended and approved
the replacement of its principal accountants, Sweeney, Gates & Co. ("SG"). Also,
on August 28, 2000, the Board of Directors recommended and approved the
replacement firm of Grant Thornton LLP as VADC's independent auditors, effective
August 28, 2000.

                                       13
<PAGE>

         SG has not issued an audit report on VADC's financial statements.
During the period of SG's engagement, there were no disagreements with SG on any
matter of accounting principles or practices, financial statement disclosures,
or auditing scope or procedure, which, had they not been resolved to the
satisfaction of SG, would have caused it to make reference to the subject matter
of such disagreements in connection with issuing its reports. Also, no
reportable events, within the meaning of Item 304(a)(1)(v) of Registration S-K,
occurred during the two most recently completed years and subsequent interim
periods, preceding this change.

         VADC provided SG with these disclosures, and SG furnished a letter,
addressed to the Securities and Exchange Commission, stating that it agreed with
the statements contained herein.

                                    PART III

ITEM 9.  MANAGEMENT

         The following individuals comprise our management team:

         Steven M. Bettinger, 29 years old, has served as VADC's Chief Executive
Officer, President and Director since 1993, when he founded the Company. Mr.
Bettinger also founded Barrington University, Spanish University of America and
Cyber University. Mr. Bettinger also founded in 1999 and serves as an executive
officer and director of Continuing Care.com, a web portal developer for senior
living and the senior service industry. In addition, Mr. Bettinger founded and
later sold taxreturnsusa.com, one of the first online tax preparation companies.
Mr. Bettinger received his B.S. in Business Administration (honors) from
Syracuse University.

         Robert K. Bettinger, 63 years old, has served as the Chairman of the
Board of Directors of VADC since 1993. Mr. Bettinger is also the President of
Barrington University, VADC's primary Internet school. Mr. Bettinger graduated
with an education degree from Long Island University and completed his Master's
degree at Teacher's College, Columbia University. Mr. Bettinger was a teacher,
counselor and administrator in the New York public school system from 1960 to
1977.

         Dr. Mahmoud Hassan, 49 years old, has served as Executive Vice
President and director since 1997. From 1991 to the present, Dr. Hassan has
served as a Lecturer in Mathematics and Computer Design and Freelance Graphics
at Kingsborough Community College in New York. From 1993 to 1987, Dr. Hassan
served as a Lecturer for Save the Children Adult Education Program in Egypt,
where he taught courses in Space Planning and Interior Design. Dr. Hassan has
served in managerial positions for projects undertaken by several Middle Eastern
construction companies, mostly related to hotel design. Dr. Hassan received his
Ph.D. (Interior Design) and MFA (Interior Design) from Pacific Western
University, and his BAA (Interior Design) from the Faculty of Applied Arts,
Kelwan University, Egypt.

         Andrew Lockwood, 32 years old, has served as a director since April
2000. Since April 2000, Mr. Lockwood has served as Executive Vice
President--Business Development and General Counsel of Shochet Holding Corp. a
publicly-traded financial services company based in South Florida. From April
1999 to April 2000, Mr. Lockwood was employed as an attorney in the corporate
and securities department of Atlas Pearlman, P.A., a law firm located in Fort
Lauderdale, Florida. From 1996 to March 1999, Mr. Lockwood was employed as an
attorney in the corporate securities department of Graubard, Mollen & Miller, a
law firm located in New York City. Mr.

                                       14
<PAGE>

Lockwood received his J.D. from St. John's University School of Law and his B.A.
from Wesleyan University. Mr. Lockwood is a member in good standing of each of
the New York and Florida Bar Associations.

         Jack P. Phelan, 51 years old, has served as a director since March
2000. Since June 1998, Mr. Phelan served as President of Helios International
Asset Management, a registered investment advisor located in Boca Raton,
Florida. From January 1995 to June 1998, Mr. Phelan served as President of
Nicholson/Kenny Capital Management, a investment management firm located in Boca
Raton, Florida. Mr. Phelan is a member of the Association of Investment
Management Research, the New York Society of Security Analysis, the Financial
Analysts Society of South Florida, the International Society of Financial
Analysts and the International Association for Financial Planning. Mr. Phelan is
also a member of MENSA and the International Society of Philosophical Enquiry.

         Directors are elected at each annual meeting of stockholders. Directors
hold office until the next annual meeting of stockholders. Executive officers
are elected by and serve at the discretion of the Board of Directors. The Board
of Directors held approximately six meetings during Fiscal 2000 and consented to
approximately 20 corporate resolutions. There are no committees of the Board of
Directors.

ITEM 10. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

         The table below sets forth information relating to the compensation the
Company paid during the past two fiscal years to: (i) the President and Chief
Executive Officer; and (ii) each executive officer who earned more than $100,000
during Fiscal 2000 (the "Named Executive Officer").

<TABLE>
<CAPTION>
                                                                                              Long-Term
                                      Annual Compensation                                    Compensation
------------------------------------------------------------------------------------------------------------------------------
                                                                          Restricted   Securities
                                                         Other Annual       Stock      Underlying     LTIP
Name and Principal                     Salary    Bonus   Compensation       Awards       Options     Payouts     All Other
Position                Fiscal Year      ($)      ($)         ($)            ($)         SAR (#)       ($)      Compensation
------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>           <C>         <C>         <C>          <C>           <C>           <C>           <C>
Steven M. Bettinger,    2000          $133,692    -0-         -0-          $250,000      100,000       -0-           -0-
President and Chief
Executive Officer
</TABLE>

EMPLOYMENT AGREEMENTS

         The Company is a party to an employment agreement with Steven M.
Bettinger, its President and Chief Executive Officer, which was entered into
December 1, 1999 for a term of two years. The employment agreement provides for
an annual salary of $150,000, and a bonus determined in the sole discretion of
the Company's Board of Directors. In connection with the employment agreement,
Mr. Steven M. Bettinger was granted options under the 2000 Plan to purchase a
total of 100,000 shares of common stock at an exercise price equal to $2.50 per
share. The options vest 1/3 per year beginning one year from the date of grant.
The employment agreement provides for automatic 12-month renewals unless the
employment agreement is terminated by the Company or Steven M. Bettinger with 30
days prior written notice.

                                       15
<PAGE>

         The Company is a party to an employment agreement with Robert K.
Bettinger, its Chairman of the Board of Directors and Secretary, which was
entered into December 1, 1999 for a period of two years. The employment
agreement provides for an annual salary of $10,800 and bonus determined in the
sole discretion of the Company's Board of Directors. In connection with the
employment agreement, Mr. Robert K. Bettinger was granted options under the 2000
Plan to purchase a total of 100,000 shares of common stock at an exercise price
equal to $2.50. The options vest 1/3 per year beginning one year from the date
of grant. The employment agreement provides for automatic 12-month renewals
unless the employment agreement is terminated by the Company or Robert K.
Bettinger with 30 days prior written notice.

OPTION GRANTS IN LAST FISCAL YEAR

         The following table sets forth information concerning individual grants
of options made during Fiscal 2000 to the Named Executive Officer.

<TABLE>
<CAPTION>
                                                                       % of Total
                                            Number of Shares        Options Granted   Exercise or
                                           Underlying Options       to Employees in    Base Price      Expiration
                                             Granted (#)(1)           Fiscal Year        ($/Sh)           Date
---------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                       <C>            <C>            <C>
Steven M. Bettinger..............               100,000                   21.86%         $2.50          May 2009
</TABLE>

STOCK OPTIONS HELD AT END OF FISCAL 2000

         The following table indicates the total number and value of exercisable
and unexercisable stock options held by the Named Executive Officer as of June
30, 2000. No options to purchase stock were exercised by the Named Executive
Officer in Fiscal 2000.

<TABLE>
<CAPTION>
                                           Number of Securities                        Value of Unexercised
                                          Underlying Unexercised                           In-the-Money
                                      Options at Fiscal Year-End (#)              Options at Fiscal Year-End ($)
                                   --------------------------------------    -----------------------------------------
Name                                 Exercisable         Unexercisable        Exercisable(1)         Unexercisable
-------------------------------    ----------------    ------------------    ------------------    -------------------
<S>                                       <C>               <C>                      <C>                   <C>
Steven M. Bettinger.........              0                 100,000                  0                     0
<FN>
-------------
(1) Based on the over-the-counter Electronic Bulletin Board last sales price for
the Company's common stock on October 2, 2000 in the amount of $2.25 per share.
</FN>
</TABLE>

2000 PERFORMANCE EQUITY PLAN

         On February 1, 2000, the Company adopted and implemented the 2000 Plan.
The purpose of the 2000 Plan is to advance the interests of the Company by
providing an additional incentive to attract and retain qualified and competent
persons as employees, officers, directors and consultants upon whose efforts and
judgment the success of the Company is largely dependent. The 2000 Plan was
effective as of February 1, 2000, and, unless sooner terminated by the Board of
Directors of the Company in accordance with the terms thereof, shall terminate
on February 1, 2010. The number of shares of common stock which may be issued
under the 2000 Plan is 1,000,000. As of October 2, 2000, options to purchase a
total of 457,500 had been granted pursuant to the 2000 Plan, all of which are
outstanding and none of which are exercisable.

                                       16
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table provides certain information regarding our common
stock beneficially owned as of October 2, 2000 by:

         o        each person who is known by us to own beneficially 5% or more
                  of our common stock;

         o        each of our executive officers and directors; and

         o        all of our executive officers and directors as a group.

In accordance with SEC rules, options or warrants not exercisable within 60 days
of this report are not considered part of the holder's beneficial ownership. As
of October 2, 2000, there were 7,578,617 shares of common stock outstanding.
Unless otherwise stated, the address for the beneficial shareholder is 6421
Congress Ave., Suite 201, Boca Raton, Florida 33487.

<TABLE>
<CAPTION>
           Name and Address of               Number of Shares of Common Stock
           the Beneficial Owner                     Beneficially Owned                       Percentage %
-----------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                                     <C>
Steven M. Bettinger                                      2,670,000                               35.23
Robert K. Bettinger                                      1,270,000                               16.76
Mahmoud Hassan
   3235 Emmons Ave. Apt 320
   Brooklyn, NY 11235                                        0                                     0
Andrew Lockwood
   Shochet Securities, Inc.
   405 Plaza Real
   Boca Raton, FL 33432                                      0                                     0
Jack Phelan                                                  0                                     0
Gilder Funding Corp. (1)
   12000 N. Bayshore Drive, Suite 210,
   North Miami, FL  33181                                1,100,000(1)                            14.51
-----------------------------------------------------------------------------------------------------------------------
All executive officers and
Directors as a group (5 persons)                         3,940,000                               52.4%
-----------------------------------------------------------------------------------------------------------------------
<FN>
(1) Does not include 1,100,000 additional shares issuable to Gilder Funding Corp. upon satisfaction of the
    Promissory Note. See Item 6 of Management's Discussion and Analysis or Plan of Operations.
</FN>
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         None.

ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K

(a)      Exhibits

          3.1     Form of Registrant's Certificate of Incorporation(1)
          3.2     Form of Registrant's Amended and Restated Bylaws(1)
         10.1     Form of 2000 Performance Equity Plan(1)*
         10.2     Employment Agreement between the Registrant and Steven M.
                  Bettinger(1)
         10.3     Employment Agreement between the Registrant and Robert K.
                  Bettinger(1)
         27.1     Financial Data Schedule (SEC use only)

                                       17
<PAGE>

 *  Management Compensation Plan or Arrangement
(1) Filed herewith

(b)      Reports on 8-K

         On August 30, 2000, VADC filed a current report on Form 8-K to disclose
that VADC had changed its Independent Certifying Accountants from Sweeney, Gates
& Co. to Grant Thornton LLP.

                                       18
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, the registrant caused this report to be signed on its
behalf by the undersigned and duly authorized on October 6, 2000.

                           Virtual Academics.com, Inc.

                           By: /s/ Steven M. Bettinger
                               ------------------------
                               Steven M. Bettinger
                               Chief Executive Officer and President

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons in the capacities and on
the date indicated above.

<TABLE>
<CAPTION>
SIGNATURE                                    TITLE                               DATE
---------                                    -----                               ----
<S>                           <C>                                          <C>
/s/ Steven M. Bettinger       Chief Executive Officer, President and       October 6, 2000
-----------------------       Director
Steven M. Bettinger

/s/ Robert K. Bettinger       Chairman of the Board of Directors           October 6, 2000
-----------------------       (Principal Accounting and Financial
Robert K. Bettinger           Officer)

/s/ Mahmoud Hassan            Executive Vice President and Director        October 6, 2000
-----------------------
Mahmoud Hassan

/s/Andrew Lockwood            Director                                     October 6, 2000
-----------------------
Andrew Lockwood

/s/ Jack P. Phelan            Director                                     October 6, 2000
-----------------------
Jack P. Phelan
</TABLE>

                                       19

<PAGE>

                              REPORT OF INDEPENDENT
                          CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors
Virtual Academics.com, Inc.

We have audited the accompanying consolidated balance sheet of Virtual
Academics.com, Inc. and Subsidiaries (the "Company") as of June 30, 2000 and the
related consolidated statements of operations, stockholders' equity and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Virtual
Academics.com, Inc. and Subsidiaries at June 30, 2000, and the consolidated
results of their operations and their consolidated cash flows for the year ended
June 30, 2000, in conformity with accounting principles generally accepted in
the United States of America.

/s/ Grant Thornton LLP

Miami, Florida
September 19, 2000


                                      F-1
<PAGE>


To the Partners
International Educational Group, L.L.C.


                          INDEPENDENT AUDITOR'S REPORT

I have audited the accompanying combined balance sheet of International
Educational Group, L.L.C. as of June 30, 1999 and the related combined statement
of operations for the twelve month period ending June 30, 1999, and combined
statement of cash flows and the combined statement of partners' equity for the
twelve months ended June 30, 1999. These financial statements are the
responsibility of International Educational Group, L.L.C.'s management. My
responsibility is to express an opinion on these financial statements based on
my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of
International Educational Group, L.L.C. as of June 30, 1999 and the results of
its operations for the twelve month period ending June 30, 1999 and its cash
flows and partners' equity for the twelve months ended June 30, 1999, in
conformity with generally accepted accounting principles.



Michael G. Chandross, CPA, P.A.
Pompano Beach, Florida

August 26, 1999 (except as to note 3, which is as of September 29, 1999
                 and note 6, which is as of October 6, 1999)


                                      F-2
<PAGE>

                  Virtual Academics.com, Inc. and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS

                                    June 30,
<TABLE>
<CAPTION>
                                     ASSETS

                                                                                     2000               1999
                                                                             ----------------    ---------------
<S>                                                                          <C>                 <C>
Current assets
     Cash and cash equivalents                                               $        465,683    $         9,722
     Tuition receivable, current, net of allowance for doubtful
       accounts of approximately $72,000 and $67,000 in 2000
       and 1999                                                                       958,438            556,541
     Prepaid recruiting fees, current                                                  90,835            144,403
     Other prepaid expenses                                                            47,859                 -
                                                                             ----------------    ---------------
                  Total current assets                                              1,562,815            710,666

Property and equipment
     Computer equipment                                                                22,577             14,826
     Furniture and fixtures                                                            35,386             20,060
                                                                             ----------------    ---------------
                                                                                       57,963             34,886
     Less:  Accumulated depreciation                                                  (16,033)           (13,011)
                                                                             ----------------    ---------------

                  Total property and equipment                                         41,930             21,875

Other assets
     Tuition receivable, non-current, net of allowance
       for doubtful accounts of approximately $28,000 and
       $17,000 in 2000 and 1999                                                       277,371            139,135
     Prepaid recruiting fees, non-current                                              45,285             14,311
     Security deposits                                                                  7,032              4,400
                                                                             ----------------    ---------------

                  Total assets                                               $      1,934,433    $       890,387
                                                                             ================    ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
     Accounts payable                                                        $          9,069    $        17,259
     Unearned revenue                                                               1,023,136            638,387
     Accrued recruiting fees                                                           99,406            125,890
     Income tax payable                                                                    -               4,427
     Other accrued expenses                                                           132,574              5,442
                                                                             ----------------    ---------------
                  Total current liabilities                                         1,264,185            791,405

Non-current liabilities
     Unearned revenue                                                                 421,529             63,268
     Accrued recruiting fees                                                           38,977             31,472
                                                                             ----------------    ---------------

                  Total non-current liabilities                                       460,506             94,740

Stockholders' equity
     Preferred stock, authorized 1,000,000 shares, par value $.001
       in 2000 and .00001 in 1999 issued and outstanding 0 shares
       in 2000 and 1999                                                                     -                  -
     Common stock, authorized 11,000,000 shares, par value $.001
       in 2000 and .00001 in 1999 issued and outstanding 7,483,233
       shares in 2000 and 746,660 shares in 1999                                        7,483                746
     Capital paid-in excess of par value                                            1,273,140                  -
     Note receivable from subscription                                               (550,000)                 -
     Accumulated (deficit) earnings                                                  (520,881)             3,496
                                                                             ----------------    ---------------
                  Total stockholders' equity                                          209,742              4,242
                                                                             ----------------    ---------------

                  Total liabilities and stockholders' equity                 $      1,934,433    $       890,387
                                                                             ================    ===============
</TABLE>

The accompanying notes are an integral part of these statements.


                                      F-3
<PAGE>

                  Virtual Academics.com, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                              Years Ended June 30,
<TABLE>
<CAPTION>
                                                                                    2000                1999
                                                                             ----------------    ---------------
<S>                                                                          <C>                 <C>
Revenues                                                                     $      1,150,664    $       833,018

Costs and expenses
     Instruction and educational support                                              254,832             95,755
     Selling and promotion                                                            374,943            199,275
     General and administrative expenses                                              942,598            349,161
                                                                             ----------------    ---------------

                  Total costs and expenses                                          1,572,373            644,191
                                                                             ----------------    ---------------

                  (Loss) income from operations                                      (421,709)           188,827

Interest income                                                                         7,031                 -
                                                                             ----------------    ---------------

                  (Loss) income before provision for income taxes                    (414,678)           188,827

(Benefit) provision for income taxes                                                   (6,132)             6,060
                                                                             ----------------    ---------------

                  Net (Loss) income                                          $       (408,546)   $       182,766
                                                                             ================    ===============

Per share data (Notes A and D)

(Loss) earnings per common share - basic and diluted                         $           (.06)   $           .24
                                                                             ================    ===============

Pro forma net income (UNAUDITED)

                  (Loss) income before (benefit) provision for
                      income taxes                                           $       (414,678)   $       188,827
                                                                             ================    ===============

(Benefit) provision for income taxes                                         $         (6,132)   $        64,651
                                                                             ================    ===============

                  Net (Loss) income                                          $       (408,546)   $       124,176
                                                                             ================    ===============

Pro forma net (loss) income per share, basic and diluted                     $           (.06)   $           .17
                                                                             ================    ===============
</TABLE>
The accompanying notes are an integral part of this statement.

                                      F-4
<PAGE>

                  Virtual Academics.com, Inc. and Subsidiaries

                 CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY

                            Year Ended June 30, 2000
<TABLE>
<CAPTION>
                                                                            Note
                                                                         Receivable
                                 Common Stock          Capital Paid         from        Accumulated
                          -------------------------    In Excess of       Issuance       (Deficit)
                              Shares      Amount         Par Value        of Stock        Earnings         Total
                          -----------   -----------   -------------    -------------   -------------    ------------
<S>                         <C>         <C>           <C>              <C>             <C>              <C>
Balance
  June 30, 1998               746,660   $      746    $          -     $          -    $     (28,978)   $    (28,232)

Net income                         -             -               -                -          182,766         182,766

Distributions                      -             -               -                -         (150,292)       (150,292)

Adjustments for
  reverse merger                   -             -               -                -               -               -
                          -----------   -----------   -------------    -------------   -------------    ------------

Balance
  July 1, 1999                746,660   $      746    $          -     $          -    $       3,496    $      4,242

Net income to
  December 8, 1999                 -             -               -                -          112,335         112,335

Distributions                      -             -               -                -          (88,250)        (88,250)

Adjustments for
  reverse merger            5,600,073        5,600           37,902               -          (27,581)         15,921
                          -----------   -----------   -------------    -------------   -------------    ------------

Balance, December 8,
  1999                      6,346,733        6,346           37,902               -               -           44,248

Net loss from December 9,
  1999 to June 30, 2000            -             -               -                -         (520,881)       (520,881)

Issuance of stock as
  compensation to
  consultants                  36,500           37          246,338               -               -          246,375

Sale of stock               1,100,000        1,100          438,900               -               -          440,000

Stock subscribed for               -             -          550,000         (550,000)             -               -
                          -----------   -----------   -------------    -------------   -------------    ------------

Balance
  June 30, 2000             7,483,233   $    7,483    $   1,273,140    $    (550,000)  $    (520,881)   $    209,742
                          ===========   ===========   =============    =============   =============    ============
</TABLE>


The accompanying notes are an integral part of this statement.


                                      F-5
<PAGE>

                  Virtual Academics.com, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                              Years Ended June 30,
<TABLE>
<CAPTION>
                                                                                     2000                1999
                                                                             ----------------    ---------------
<S>                                                                          <C>                 <C>
Cash flows from operating activities
     Net (loss) earnings                                                     $       (408,546)   $       182,766
     Adjustments to reconcile net (loss) earnings to net cash provided
       by operating activities
         Depreciation                                                                   7,587              5,341
         Consulting expense on common stock issued to non-employees                   246,375                 -
         (Increase) decrease in assets
              Tuition receivable, current                                            (401,897)          (394,714)
              Prepaid recruiting fees, current                                         53,568           (140,636)
              Other prepaid expenses                                                  (47,859)                -
              Other assets
                  Tuition receivable, non-current                                    (138,236)           (98,678)
                  Prepaid recruiting fees, non-current                                (30,974)           (13,968)
                  Security deposits                                                    (2,632)                -
         Increase (decrease) in liabilities
              Accounts payable                                                         (8,190)             1,626
              Unearned revenue, current                                               384,749            487,703
              Accrued recruiting fees, current                                        (26,484)           121,967
              Due to Partner                                                               -             (62,394)
              Income taxes payable                                                     (4,427)             2,416
              Other accrued expenses and taxes payable                                127,132             (7,296)
              Other liabilities
                  Unearned revenue, non-current                                       358,261             49,542
                  Accrued recruiting fees, non-current                                  7,505             30,338
                                                                             ----------------    ---------------
                      Net cash provided by operating activities                       115,932            164,013

Cash flows used in investing activities
     Acquisition of property and equipment                                            (27,642)           (13,862)
                                                                             ----------------    ---------------
                      Net cash used in investing activities                           (27,642)           (13,862)

Cash flows from financing activities
     Proceeds from sale of common stock                                               440,000                 -
     Adjustments made pursuant to reverse merger                                       15,921                 -
     Distributions to members prior to merger                                         (88,250)          (150,292)
                                                                             ----------------    ---------------
                      Net cash provided by (used in) financing activities             367,671           (150,292)
                                                                             ----------------    ---------------

Net increase (decrease) in cash and cash equivalents                                  455,961               (141)

Cash and cash equivalents
     At beginning of year                                                               9,722              9,863
                                                                             ----------------    ---------------

     At end of year                                                          $        465,683    $         9,722
                                                                             ================    ===============

Supplemental information:
     Interest paid                                                           $             29    $         1,672
                                                                             ================    ===============

     Income taxes paid                                                       $             -     $            -
                                                                             ================    ===============

Non-cash financing activities
     In February 2000, the Company recorded a $550,000 subscription note
       receivable as described in Note D.

The accompanying notes are an integral part of these statements.
</TABLE>


                                      F-6
<PAGE>

                  Virtual Academics.com, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  June 30, 2000

NOTE A - OWNERSHIP AND OPERATIONS

     Virtual Academics.com, Inc. (the "Company") is engaged in distance learning
     through its subsidiaries to provide Internet education to students
     throughout the world. The business is conducted under the name of
     Barrington University (the "School") and Virtual Academics.com, Inc.

     The International Association of Universities and Schools and the Global
     Accreditation Association accredits the School; the Alabama Department of
     Education licenses the School. The Company's administrative and sales
     office is located in Boca Raton, Florida. There are also arrangements with
     several international universities that confer dual degrees with the School
     whereas, based on the School's approval of the curriculum, a degree will be
     issued by the School upon completion of the students' studies at an
     international university.

     On December 8, 1999, Steve Bettinger and Robert Bettinger (the Bettingers)
     acquired 4,200,000 shares of Donnebrooke Corp. from a principal
     stockholder. After the purchase of these shares Donnebrooke Corp. had
     6,346,733 shares outstanding. Accordingly, the Bettingers owned
     approximately 66% of Donnebrooke Corp.'s outstanding common shares after
     the purchase. In connection with the purchase of Donnebrooke Corp.'s
     shares, the Bettingers, also owners of International Educational Group,
     LLC, and its subsidiaries, Barrington University, Inc., an Alabama
     Corporation, and Spanish University of America Foundation, Inc.,
     transferred their interest in these companies to Donnebrooke Corp.
     Donnebrooke Corp. then changed its name to Virtual Academics.com, Inc.

     Since Donnebrooke was inactive and had no operations, for accounting
     purposes the acquisitions of the Bettingers' entities were accounted for as
     a reverse merger and recapitalization. Therefore, the financial statements
     of the Company reflect the assets, liabilities and operations of the
     Bettingers' entities as if they had been the reporting entity since
     inception.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation

     The consolidated financial statements include the accounts of the Company
     and its subsidiaries, all of which are wholly owned. All significant
     intercompany accounts and transactions have been eliminated.

                                                                     (continued)

                                      F-7
<PAGE>
                  Virtual Academics.com, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 2000


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

     Management Estimates

     The preparation of these financial statements in conformity with accounting
     principles generally accepted in the United States of America requires
     management to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of contingent assets and
     liabilities at the date of the financial statements and the reported
     amounts of revenues and expenses during the reported period. Examples are
     the provision for doubtful accounts, unearned revenue, and prepaid and
     accrued recruiting fees. Actual results could differ from those estimates.

     Cash and Cash Equivalents

     All cash and money market accounts are reported as Cash and Cash
     Equivalents.

     Fair Value of Financial Instruments

     The carrying value of cash and cash equivalents, tuition receivables and
     accounts payable approximate fair value due to the short term maturities of
     these instruments.

     Property and Equipment

     Property and equipment are stated at cost. Depreciation and amortization
     are provided using the straight-line method over the estimated economic
     lives of the assets, which are from five to seven years.

     Expenditures for major renewals and betterments that extend the useful
     lives of property and equipment are capitalized. Expenditures for
     maintenance and repairs are charged to expense as incurred.

     Stock-based Compensation

     Options granted under the Company's Stock Option Plan are accounted for
     Under APB 25, "Accounting for Stock Issued to Employees", and related
     interpretations. The Company's policy is to grant options with an exercise
     price equal to the quoted market price of its stock on the grant date.
     Accordingly, no compensation cost is recognized for those options granted.
     Stock issued in lieu of compensation is valued at the fair market value of
     the stock at the date of issuance.

                                                                     (continued)

                                      F-8
<PAGE>

                  Virtual Academics.com, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 2000


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

     Revenue Recognition

     The school's curriculum is designed to allow a student to earn a degree or
     certificate by self-study. Each student, upon registration, is given an ID
     number and a password to begin his/her studies. Enrollment is completed
     upon the receipt of an initial payment at which time all of the course
     materials, which include core textbooks, are delivered to the student. The
     school offers a variety of degree and certificate programs and students are
     requested to complete payment within one year of enrollment, but two-year
     payment plans are offered upon request. All payment plans are without
     interest. Degrees are not conferred if a student is not fully paid.

     Revenue is recognized as earned as the student completes his or her course
     of study. A 24 month period is used as the estimated time period for the
     average degree completion, and revenue is recognized on the straight-line
     method over this 24 month period.

     Revenue earned from students participating in dual degree programs with
     foreign universities is recognized when the degree is issued upon
     graduation.

     In fiscal 2000, one recruiter's recruiting efforts accounted for
     approximately 25% of the Company's total revenues.

     Tuition Receivable

     The Company, in the ordinary course of business finances the tuition,
     without interest, over a period of up to twenty-four months. Because a
     significant part of the tuition is deferred, the Company does not impute
     interest with respect to receivables that mature in more than one year.

     Tuition receivables are stated at the amount of unpaid principal, reduced
     by an allowance for loans losses. Provisions for estimated losses on
     student loans are charged to income in amounts sufficient to maintain the
     allowance at a level considered adequate to cover the losses of tuition
     receivables based upon historical trends, economic conditions and other
     information.

     Recruiting Fees

     Students learn about the school via the Internet or are recruited through a
     worldwide network of recruiters. Recruiters are paid upon receipt of
     tuition payment by the student. Recruiting fees are accrued for the tuition
     due the Company, and prepaid for the revenue that has been deferred.
     Recruiting fees are amortized over 24 months to match the revenue
     recognition period.

                                                                     (continued)

                                      F-9
<PAGE>

                  Virtual Academics.com, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 2000


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

     Research and Development

     All costs incurred for research and development are expensed.

     Instruction and Education Support

     Instruction and educational support consists of supplies such as textbooks
     to students, computer software and internet expenses.

     Advertising

     Advertising is expensed as incurred. Advertising expenses for the years
     ended June 30, 2000 and 1999 totaled $59,506 and $ 13,489, respectively.

     Income Taxes

     Deferred tax assets and liabilities are recorded based on the difference
     between the tax basis of assets and liabilities and their carrying amounts
     for financial reporting purposes. In addition, the current or deferred tax
     consequences of a transaction are measured by applying the provisions of
     enacted tax laws to determine the amounts of taxes payable currently or in
     future years.

     The pro forma income taxes on the statement of operations for fiscal 2000
     does not reflect income taxes on results of operations before the merger as
     operations for the year then ended resulted in a net loss for which income
     taxes would not be applicable. Pro forma income taxes for 1999 have been
     provided to reflect the taxes that would have otherwise been payable if the
     Company was not operating as an LLC.

     Computer software

     The Company accounts for the costs of computer software developed or
     obtained for internal use in accordance with Statement of Position 98-1,
     "Accounting for the Costs of Computer Software Developed or Obtained for
     Internal Use."

     Earnings Per Share

     Basic net earnings per share equals net earnings (loss) divided by the
     weighted average shares outstanding during the year. The computation of
     diluted net earnings per share does not include dilutive common stock
     equivalents in the weighted average shares outstanding as they would be
     antidilutive in 2000. The reconciliation between the computations is as
     follows:

                       Net (Loss) Income    Basic Shares      Basic EPS
                       -----------------  --------------   -------------
         2000            $   (408,546)      6,804,506      $     (.06)
         1999            $    182,766         746,660      $      .24

     Not included in basic shares are the weighted average common stock
     equivalents of 457,500 because they are anti-dilutive in 2000.

     Recent Accounting Pronouncements

     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
     Instruments and Hedging Activities." This Statement establishes accounting
     and reporting standards for derivative instruments, including certain
     derivative instruments embedded in other contracts, and for hedging
     activities. SFAS No. 133 is effective for all fiscal quarters beginning
     with the quarter ending July 31, 1999. In July 1999, the FASB issued SFAS
     No. 137, "Accounting for Derivative Instruments and Hedging
     Activities-Deferral of the Effective Date of FASB Statement No. 133" which
     deferred the effective date for all fiscal years beginning after June 15,
     2000. The adoption of SFAS No. 133 is not expected to have a material
     effect on our results of operations, financial position or cash flows.

     Reclassifications

     Certain 1999 amounts have been reclassified to conform to the 2000
     presentation.

                                                                     (continued)

                                      F-10
<PAGE>

                  Virtual Academics.com, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 2000


NOTE C - COMMITMENTS

     Employment Agreements

     The Company has entered into employment agreements with two of its
     executive officers for a 24 month period, subject to automatic renewals of
     12-month terms unless terminated by the Company or the employee with a 30
     day prior written notice.

     In addition to an annual salary of $150,000 and $10,800 for the President
     and Chief Executive Officer and the Chairman of the Board and Secretary,
     respectively, the agreements entitle the officers to receive options to
     purchase 100,000 shares of common stock of the Company each year of
     employment.

     The agreements also provide for the receipt of an annual bonus at the
     discretion of the Board of Directors. The bonus may take the form of cash,
     options to purchase common stock of the Company or restricted stock of the
     Company.

     Leases

     The Company leases its Florida offices under a lease that expires in 2005.
     Future minimum rental payments required under this operating lease is as
     follows:

                   Period Ended June 30, 2001            $  39,090
                   Period Ended June 30, 2002               39,090
                   Period Ended June 30, 2003               20,652
                   Period Ended June 30, 2004               16,965
                   Period Ended June 30, 2005               16,965

     Rent expense for the twelve-month periods ended June 30, 2000 and 1999 was
     $51,722 and $58,615, respectively.

NOTE D - COMMON STOCK

     On February 1, 2000, the company adopted a stock option plan (the "2000
     Performance Equity Plan") for periods not to exceed ten years. The plan
     provides for a maximum of 1,000,000 shares of common stock to be awarded of
     both incentive stock options and nonqualified stock options. The exercise
     price of common shares issued pursuant to this plan is determined by a
     committee but may not be less than 100% of the fair market value on the day
     of grant. For holders of 10% or more of the combined voting power of all
     classes of the Company's stock, options may not be granted at less than
     110% of the fair value of the common stock at the date of grant and the
     option may not exceed 5 years. There were no options exercised or forfeited
     during the year.

                                                                     (continued)

                                      F-11
<PAGE>

                  Virtual Academics.com, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 2000

NOTE D - COMMON STOCK - Continued

     The exercise price of all options granted by the Company equals the
     market price at the date of grant. No compensation expense has been
     recognized. Had compensation cost for the stock option plan been
     determined based on the fair value of the options at the grant dates
     consistent with the method of SFAS 123, "Accounting for Stock Based
     Compensation", the Company's net earnings and earnings per share would
     have been changed to the pro forma amounts indicated below for the year
     ended June 30, 2000:

                  Net earnings
                      As reported                      $(408,546)
                      Pro forma                         (435,788)

                  Basic earnings per share
                      As reported                           (.06)
                      Pro forma                             (.06)

     The above pro forma disclosures may not be representative of the effects on
     reported net earnings for future years as options vest over several years
     and the Company may continue to grant options to employees.

     The fair value of each option grant is estimated on the date of grant using
     the binomial option-pricing model with the following weighted-average
     assumptions used for grants in 2000: dividend yield of -0- percent;
     expected volatility of 52 percent; risk-free interest rate of 5.79 percent
     and an expected holding periods of 5 years.



                                                                     (continued)


                                      F-12
<PAGE>

                  Virtual Academics.com, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 2000


NOTE D - COMMON STOCK - Continued

     A summary of the status of the Company's fixed stock options as of June 30,
     2000 and changes during the year ending on that date is as follows:
<TABLE>
<CAPTION>
                                                                               Weighted
                                                                                Average
                                                             Shares            Exercise
                                                              (000)             Price
                                                        --------------      --------------
<S>                                                     <C>                 <C>
          Outstanding at beginning of year                          -                 -
          Granted                                              457,500             2.51
          Exercise                                                  -                 -
          Forfeited                                                 -                 -
                                                        --------------      --------------

          Outstanding at end of year                           457,500             2.51
                                                        ==============      ==============

          Options exercisable at end of year                        -

          Weighted-average fair value of options
            granted during the year                     $        1.29
</TABLE>


     The following information applies to options outstanding at June 30, 2000.
<TABLE>
<CAPTION>
                                                            Options Outstanding            Options Exercisable
                                                       ----------------------------    -----------------------
                                                        Weighted -
                                                          Average       Weighted -                   Weighted -
                                                        Remaining         Average                      Average
                                           Shares      Contractual        Exercise        Shares       Exercise
     Range of Exercise Prices                (000)           Life            Price          (000)          Price
     ------------------------           -----------    ------------     -----------    -------------- ----------
<S>                                     <C>            <C>              <C>            <C>            <C>
     $2.50 to $2.656                     457,500          10.87            2.51                -             -
</TABLE>

     In February 2000, the Company entered into a subscription agreement for a
     total of 2,200,000 shares of common stock. The shares were purchased for an
     aggregate amount of $990,000. The purchase price is payable as $440,000 in
     cash for the initial 1,100,000 shares of common stock and the issuance of a
     7% promissory note in the principal amount of $550,000 for the remaining
     1,100,000 shares of common stock. The note matures on February 2, 2001. The
     remaining shares of common stock are retained by the Company until the note
     is satisfied in full.

                                      F-13
<PAGE>

                  Virtual Academics.com, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 2000


NOTE E - CAPITAL RAISING

     On June 21, 2000, the Company entered into an agreement with an investment
     banker to arrange a private placement or series of private placements of
     debt or equity securities of the Company. The private placement will have
     estimated aggregate gross proceeds of not less than $5 million and up to a
     maximum of $20 million. The investment banker will also assist the company
     with respect to business analysis, management and potential acquisitions.
     The agreement expires no later than 180 days from inception. In addition to
     the retainer fee, expenses and a placement fee, the advisor is entitled to
     receive 5% of the common shares outstanding in the form of purchase
     warrants at $ .01 per share. The warrants are to be issued, 3% on the date
     the agreement was signed, 1% on the first closing of not less than $ 5
     million, and 1% on the second closing date. The investment banker is also
     entitled to receive additional warrants equal to 10% of the shares of any
     private placements made. These additional warrants will have an exercise
     price equal to the share price paid pursuant to the private placement.

NOTE F - INCOME TAXES

     Benefit for income taxes for the year ended June 30, 2000 of $6,132
     represents an accrual that was reversed which was made prior to the reverse
     merger. Prior to the reverse merger, International Educational Group L.L.C.
     was a limited liability company and was not required to pay any Federal or
     State income taxes. For the year ended June 30, 1999, the provision for
     income taxes consists of current expense in the amount of $6,060 for
     Barrington University, Inc.

     Deferred tax assets and liabilities are provided for significant income and
     expense items recognized in different years for tax and financial reporting
     purposes. Temporary differences which give rise to net deferred tax assets
     follow:
<TABLE>
<CAPTION>
                                                                      2000               1999
                                                               ---------------    ----------------
<S>                                                            <C>                <C>
         Deferred tax benefits (liability) - current
              Allowance for doubtful accounts                  $        39,466    $         33,270
              Cash to accrual conversion                                (8,500)            (11,334)

         Deferred tax benefits - noncurrent
              Depreciation                                               5,755                 105
              Net operating loss carryforward                          141,452                  -
              Other, net                                                    -                   -
                                                               ---------------    ----------------
                  Total deferred tax assets                            178,173              22,041

         Less:  Valuation allowance                                   (178,173)            (22,041)
                                                               ---------------    ----------------

                                                               $            -     $             -
                                                               ===============    ================
</TABLE>

     The Company's effective tax rate is lower than the statutory rate due to
     the 100% valuation allowance on the deferred tax assets.

                                      F-14
<PAGE>

                  Virtual Academics.com, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 2000


NOTE F - INCOME TAXES - Continued

     The Company recorded a full valuation allowance for the deferred tax assets
     at June 30, 2000 and 1999 as the Company's ability to realize these
     benefits is not "more likely than not". Accordingly, no net deferred tax
     assets are reported in the accompanying balance sheets at June 30, 2000 and
     1999.

NOTE G - RELATED PARTY TRANSACTIONS

     The majority shareholders of the company are also the majority shareholders
     of a consulting company that renders services to the Company. During the
     year ended June 30, 2000 fees paid to the consulting company amounted to
     $30,900.


                                      F-15
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.       DESCRIPTION
-----------       -----------
    3.1           Form of Registrant's Certificate of Incorporation
    3.2           Form of Registrant's Amended and Restated Bylaws
   10.1           Form of 2000 Performance Equity Plan
   10.2           Employment Agreement between the Registrant and Steven M.
                  Bettinger
   10.3           Employment Agreement between the Registrant and Robert K.
                  Bettinger
   27.1           Financial Data Schedule

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

                                                                     EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION

                                ALLURISTICS INC.

         I, the undersigned natural person of the age of eighteen (18) years or
more, acting as incorporator of a corporation under the General Corporation Law
of Delaware do hereby adopt the following Articles of incorporation for such
CORPORATION.

                                    ARTICLE I
                                      NAME

         The name of the CORPORATION is ALLURISTICS INC.

                                   ARTICLE II
                     REGISTERED OFFICE AND REGISTERED AGENT

         The address of the CORPORATION's registered office in the State of
Delaware is THE COMPANY CORPORATION, 725 Market Street, in the City of
Wilmington, and County of New Castle. The name of its registered agent at such
address is THE COMPANY CORPORATION.

                                   ARTICLE III
                                    PURPOSES

         The purposes of which the CORPORATION is organized are:

         A. To purchase, receive by way of gift, subscribe for, invest in, and
in all other ways acquire, import, lease, possess, maintain, handle on
consignment, own, hold for investment or otherwise, use, enjoy, exercise,
operate, manage, conduct, perform, make, borrow, contract in respect of, trade
and deal in, sell, exchange, let, land, export, mortgage, pledge, deed in trust,
hypothecate, encumber, transfer, assign and in all other ways dispose of,
design, develop, invent, improve, equip, repair, alter, fabricate, assemble,
build, construct, operate, manufacture, plant, cultivate, produce, market and in
all other ways (whether like or unlike any of the foregoing), deal in and with
property of every kind and character, real, personal, or mixed, tangible or
intangible, wherever situated and however held, including, but not limited to,
money, credits, choses in action, securities, stocks, bonds, warrants, script,
certificates, debentures, mortgages, notes, commercial paper, and other
obligations and evidences of indebtedness any government or subdivision or
agency thereof, documents of title and accompanying rights, and every other kind
and character of personal property, real property (improved and unimproved), and
the products and avails thereof, and every character of interest therein and
appurtenance thereto, including, but not limited to, mineral, oil, gas and water
rights, all or any part of any going business and its incidents, franchises,
subsidies, characters, concessions, grants, rights, powers, or privileges,
granted or conferred by any government or subdivision or agency thereof, and any
interest in or

<PAGE>

part of any of the foregoing, and to exercise in respect thereof all of the
rights, powers, privileges, and immunities of individual owners or holders
thereof.

         B. To establish, maintain and conduct any sales, service or
merchandising business in all aspects for the purpose of selling, purchasing,
licensing, renting, leasing, operating, franchising, and otherwise dealing with
personal services, instruments, machines, appliances, inventions, trademarks,
tradenames, patents, privileges, processes, improvements, copyright and personal
property of all kinds and descriptions.

         C. To serve as manager, consultant, representative, agent or advisor
for other persons, associations, corporations, partnerships and firms.

         D. To purchase, take, receive, lease or otherwise acquire, own, hold,
use, improve and otherwise deal in and with, sell, convey, mortgage , pledge,
lease, exchange, transfer and otherwise dispose of liens, real estate, real
property, chattles real and estates, interests, and rights and equities of all
kinds of lands; and to engage in the business of managing, supervising and
operating real property, buildings and structures to negotiate and consummate
for itself or for others leases with respect to such properties, to enter into
contracts and arrangements either as principal or as agent for the maintenance,
repair and improvement of any property managed, supervised, or operated by the
CORPORATION; to engage in and conduct or authorize, license and permit others to
engage in and conduct any business or activity incident, necessary, advisable or
advantageous to the ownership of property, buildings, and the structures,
managed, supervised or operated by the CORPORATION.

         E. To enter into or become an associate, member, shareholder, or
partner in any firm, association, partnership (whether limited, general or
otherwise), company, joint stock company, syndicate or corporation, domestic or
foreign, formed or to be formed to accomplish any lawful purpose, and to allow
or cause the title to any estate, right or interest in any property (whether
real, personal or mixed), owned, acquired, controlled, or operated by or in
which the CORPORATION has an interest, to remain or be vested or registered in
the name of or operated by any firm, association, partnership (whether limited,
general or otherwise), company, joint stock company, syndicate, or corporation,
domestic or foreign, formed to accomplish any of the purposes enumerated herein.

         F. To acquire the goodwill, rights, assets and property, and to
undertake to assume the whole, or any part of, the obligations for liabilities
of any person, firm, association or corporation.

         G. To hire and employ agents, servants, and employees, to enter into
agreements of employment and collective bargaining agreements, and to act as
agent, contractor, factor, or otherwise, either alone or in company with others.

         H. To promote or aid in any manner, financially or otherwise, any
person, firm, association, or corporation, including its employees, officers and
directors, if such aid reasonably may be expected to benefit, directly or
indirectly, the CORPORATION.

                                       2
<PAGE>

         I. To let concessions to others to do any of the things that this
CORPORATION is empowered to do, and to enter into, make, perform, and carry out,
contracts and arrangements of every kind and character with any person, firm,
association, or corporation, or any government or subdivision or agency thereof.

         J. To carry on any business whatsoever that this CORPORATION may deem
proper or convenient in connection with any of the foregoing purposes or
otherwise, or that it may deem calculated, directly or indirectly, to improve
the interest of this CORPORATION, and to have and to exercise all powers
conferred by the laws of the State of Delaware on corporations formed under the
laws pursuant to which and under which this CORPORATION is formed, an such laws
are now in effect or may at any time hereafter be amended, and to do any and all
things hereinabove set forth to the same extent and as fully as natural persons
might or could do, either along or in connection with other persons, firms,
associations, or corporations, and in any part of the world.

         K. To transact any business and to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware, as amended, or which may be authorized in the future amendment
thereto.

         L. The forgoing statement of purposes shall be construed an a statement
of both purposes and powers, shall be liberally construed in aid of the powers
of this CORPORATION, and the powers and purposes stated in each clause shall
not, except where otherwise stated, be limited or restricted by any term or
provision of any other clause, and shall be regarded not only as independent
purposes, but the purposes and powers stated shall be construed distributively
as each object expressed, and the enumeration as to specific powers shall not be
construed as to limit in any manner the aforesaid general powers, but are in
furtherance of, and in addition to and not in limitation of said general powers.

                                   ARTICLE IV
                                 SHARES OF STOCK

         The total number of shares of stock which the CORPORATION shall have
authority to issue is Fifty Million (50,000,000) shares of Common Stock, and Ten
Million (10,000,000) shares of Preferred. Stock. The par value of each of such
shares is ($0.00001) amounting in the aggregate to Six Hundred Dollars ($600).

                                    ARTICLE V
                                  INCORPORATOR

         The name and mailing address of the Incorporator of the CORPORATION is
as follows:

        Name                               Address
        ----                               -------

        Timothy P. Halter                  7441 Marvin D. Love Frwy., Suite 2000
                                           Dallas, Texas  75237

                                       3
<PAGE>

                                   ARTICLE VI
                                    DIRECTORS

         The name and mailing address of each person who is to serve as a
director of the CORPORATION until the first annual meeting of the shareholders
of the CORPORATION or until their successor is elected and qualified is as
follows:

        Name                               Address
        ----                               -------

        Timothy P. Halter                  7441 Marvin D. Love Frwy., Suite 2000
                                           Dallas, Texas  75237

                                   ARTICLE VII
                                    DURATION

         The period of duration of the CORPORATION is perpetual.

                                  ARTICLE VIII
                              ELECTION OF DIRECTORS

         Elections of directors of the CORPORATION need not be by written ballot
unless the By-Laws of the CORPORATION shall so provide.

                                   ARTICLE IX
                          MEETINGS OF THE SHAREHOLDERS

         Meetings of shareholders of the CORPORATION may be held within or
without the State of Delaware, as the By-Laws of the CORPORATION may provide.

                                    ARTICLE X
                                   AMENDMENTS

         The CORPORATION reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by the Delaware statutes, and all rights conferred upon
shareholders herein are granted subject to this reservation.

         THE UNDERSIGNED, being the Incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, does make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 18th day of April 1988.


                                                   /s/ Timothy P. Halter
                                                   ---------------------------
                                                   Timothy P. Halter

                                       4
<PAGE>

                                    RESTATED
                          CERTIFICATE OF INCORPORATION

                                       FOR

                                ALLURISTICS INC.

         Pursuant to Section 245 & 242 under the General Corporation Law of
Delaware, I do hereby adopt the following restated Articles of Incorporation for
such CORPORATION.

                                    ARTICLE I

                                      NAME

         The name of the CORPORATION is the DONNEBROOKE CORPORATION.

                                   ARTICLE II
                     REGISTERED OFFICE AND REGISTERED AGENT

         The address of the CORPORATION's registered office in the State of
Delaware is THE COMPANY CORPORATION, 725 Market Street, in the City of
Wilmington, and County of New Castle. The name of its registered agent at such
address is THE COMPANY CORPORATION.

                                   ARTICLE III
                                    PURPOSES

         The purposes of which the CORPORATION is organized are:

         A. To purchase, receive by way of gift, subscribe for, invest in, and
in all other ways acquire, import, lease, possess, maintain, handle on
consignment, own, hold for investment or otherwise, use, enjoy, exercise,
operate, manage, conduct, perform, make, borrow, contract in respect of, trade
and deal in, sell, exchange, let, land, export, mortgage, pledge, deed in trust,
hypothecate, encumber, transfer, assign and in all other ways dispose of,
design, develop, invent, improve, equip, repair, alter, fabricate, assemble,
build, construct, operate, manufacture, plant, cultivate, produce, market and in
all other ways (whether like or unlike any of the foregoing), deal in and with
property of every kind and character, real, personal, or mixed, tangible or
intangible, wherever situated and however held, including, but not limited to,
money, credits, choses in action, securities, stocks, bonds, warrants, script,
certificates, debentures, mortgages, notes, commercial paper, and other
obligations and evidences of indebtedness any government or subdivision or
agency thereof, documents of title and accompanying rights, and every other kind
and character of personal property, real property (improved and unimproved), and
the products and avails thereof, and every character of interest therein and
appurtenance thereto, including, but not limited to, mineral, oil, gas and water
rights, all or any part of any going business and its incidents, franchises,
subsidies, characters, concessions, grants, rights, powers, or privileges,
granted or conferred by any government or subdivision or agency thereof, and any
interest in or

                                       1
<PAGE>

part of any of the foregoing, and to exercise in respect thereof all of the
rights, powers, privileges, and immunities of individual owners or holders
thereof.

         B. To establish, maintain and conduct any sales, service or
merchandising business in all aspects for the purpose of selling, purchasing,
licensing, renting, leasing, operating, franchising, and otherwise dealing with
personal services, instruments, machines, appliances, inventions, trademarks,
tradenames, patents, privileges, processes, improvements, copyright and personal
property of all kinds and descriptions.

         C. To serve as manager, consultant, representative, agent or advisor
for other persons, associations, corporations, partnerships and firms.

         D. To purchase, take, receive, lease or otherwise acquire, own, hold,
use, improve and otherwise deal in and with, sell, convey, mortgage , pledge,
lease, exchange, transfer and otherwise dispose of liens, real estate, real
property, chattles real and estates, interests, and rights and equities of all
kinds of lands; and to engage in the business of managing, supervising and
operating real property, buildings and structures to negotiate and consummate
for itself or for others leases with respect to such properties, to enter into
contracts and arrangements either as principal or as agent for the maintenance,
repair and improvement of any property managed, supervised, or operated by the
CORPORATION; to engage in and conduct or authorize, license and permit others to
engage in and conduct any business or activity incident, necessary, advisable or
advantageous to the ownership of property, buildings, and the structures,
managed, supervised or operated by the CORPORATION.

         E. To enter into or become an associate, member, shareholder, or
partner in any firm, association, partnership (whether limited, general or
otherwise), company, joint stock company, syndicate or corporation, domestic or
foreign, formed or to be formed to accomplish any lawful purpose, and to allow
or cause the title to any estate, right or interest in any property (whether
real, personal or mixed), owned, acquired, controlled, or operated by or in
which the CORPORATION has an interest, to remain or be vested or registered in
the name of or operated by any firm, association, partnership (whether limited,
general or otherwise), company, joint stock company, syndicate, or corporation,
domestic or foreign, formed to accomplish any of the purposes enumerated herein.

         F. To acquire the goodwill, rights, assets and property, and to
undertake to assume the whole, or any part of, the obligations for liabilities
of any person, firm, association or corporation.

         G. To hire and employ agents, servants, and employees, to enter into
agreements of employment and collective bargaining agreements, and to act as
agent, contractor, factor, or otherwise, either alone or in company with others.

         H. To promote or aid in any manner, financially or otherwise, any
person, firm, association, or corporation, including its employees, officers and
directors, if such aid reasonably may be expected to benefit, directly or
indirectly, the CORPORATION.

                                       2
<PAGE>

         I. To let concessions to others to do any of the things that this
CORPORATION is empowered to do, and to enter into, make, perform, and carry out,
contracts and arrangements of every kind and character with any person, firm,
association, or corporation, or any government or subdivision or agency thereof.

         J. To carry on any business whatsoever that this CORPORATION may deem
proper or convenient in connection with any of the foregoing purposes or
otherwise, or that it may deem calculated, directly or indirectly, to improve
the interest of this CORPORATION, and to have and to exercise all powers
conferred by the laws of the State of Delaware on corporations formed under the
laws pursuant to which and under which this CORPORATION is formed, an such laws
are now in effect or may at any time hereafter be amended, and to do any and all
things hereinabove set forth to the same extent and as fully as natural persons
might or could do, either along or in connection with other persons, firms,
associations, or corporations, and in any part of the world.

         K. To transact any business and to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware, as amended, or which may be authorized in the future amendment
thereto.

         L. The forgoing statement of purposes shall be construed an a statement
of both purposes and powers, shall be liberally construed in aid of the powers
of this CORPORATION, and the powers and purposes stated in each clause shall
not, except where otherwise stated, be limited or restricted by any term or
provision of any other clause, and shall be regarded not only as independent
purposes, but the purposes and powers stated shall be construed distributively
as each object expressed, and the enumeration as to specific powers shall not be
construed as to limit in any manner the aforesaid general powers, but are in
furtherance of, and in addition to and not in limitation of said general powers.

                                   ARTICLE IV
                                 SHARES OF STOCK

         The total number of shares of stock which the CORPORATION shall have
authority to issue is One Billion (1,000,000,000) shares of Common Stock, and
Ten Million (10,000,000) shares of Preferred. Stock. The par value of each of
such shares is ($0.00001) amounting in the aggregate to Ten Thousand One Hundred
Dollars ($10,000.00).

                                    ARTICLE V
                                  INCORPORATOR

         The name and mailing address of the Incorporator of the CORPORATION is
as follows:

         Name                              Address
         ----                              -------
         Timothy P. Halter                 7441 Marvin D. Love Frwy., Suite 2000
                                           Dallas, Texas  75237

                                       3
<PAGE>

                                   ARTICLE VI
                                    DIRECTORS

         The name and mailing address of each person who is to serve as a
director of the CORPORATION until the first annual meeting of the shareholders
of the CORPORATION or until their successor is elected and qualified is as
follows:

         Name                                             Address
         ----                                             -------
         Albert Ray Allison, III                          730 N. Post Oak Lane
                                                          Suite 400
                                                          Houston, Texas  77024

         Gerald Hamman Arnold                             730 N. Post Oak Lane
                                                          Suite 400
                                                          Houston, Texas  77024

                                   ARTICLE VII
                                    DURATION

         The period of duration of the CORPORATION is perpetual.

                                  ARTICLE VIII
                              ELECTION OF DIRECTORS

         Elections of directors of the CORPORATION need not be by written ballot
unless the By-Laws of the CORPORATION shall so provide.

                                   ARTICLE IX
                          MEETINGS OF THE SHAREHOLDERS

         Meetings of shareholders of the CORPORATION may be held within or
without the State of Delaware, as the By-Laws of the CORPORATION may provide.

                                    ARTICLE X
                                   AMENDMENTS

         The CORPORATION reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by the Delaware statutes, and all rights conferred upon
shareholders herein are granted subject to this reservation.

         THE UNDERSIGNED, being the President as hereinbefore named, pursuant to
the General Corporation Law of the State of Delaware, does make this
certificate, hereby declaring

                                       4
<PAGE>

and certifying that this is my act and deed and the facts herein stated are
true, and accordingly have hereunto set my hand this 18th day of August 1989.

                                                 /s/ Albert Ray Allison, III
                                                 -------------------------------
                                                 Albert Ray Allison, III
                                                 President

Attached to by the Corporation's Secretary

                                                 /s/ Albert Ray Allison, III
                                                 -------------------------------
                                                 Albert Ray Allison, III
                                                 Secretary

                                       5
<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                             DONNEBROOKE CORPORATION

         Donnebrooke Corporation (the "Corporation"), a corporation organized
and existing under and by virtue of the Delaware General Corporation Law, DOES
HEREBY CERTIFY:

         FIRST: The amendments to the Corporation's Certificate of Incorporation
as set forth in the following resolutions approved by the Corporation's Board of
Directors and Majority Shareholders was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         RESOLVED, that the Board of Directors and Majority Shareholders hereby
approve an amendment to the Corporation's Certificate of Incorporation to change
the name of the Corporation from Donnebrooke Corporation to "Virtual
Academics.com, Inc." pursuant to Section 242 of the Delaware General Corporation
Law by deleting Article 1 thereof and substituting the following, so that, as
amended, Article 1 shall read in its entirety:

         "The name of the Corporation is "Virtual Academics.com, Inc."

; and be it further

         RESOLVED, that the Certificate of Incorporation of Donnebrooke
Corporation be amended pursuant to Section 242 of the Delaware General
Corporation Law by deleting Article IV thereof and substituting the following,
so that, as amended, Article IV shall read in its entirety:

                  "The total number of shares of stock which this Corporation is
                  authorized to issue is eleven million (11,000,000) shares, of
                  which ten million (10,000,000) shall be Common Stock, par
                  value $.001 per share and one million (1,000,000) shares shall
                  be Preferred Stock, par value $.001 per share. Series of the
                  Preferred Stock may be created and issued from time to time
                  with such designations, preferences, conversion rights,
                  cumulative, relative, participating, optional or other rights,
                  including voting rights, qualifications, limitations or
                  restrictions thereof as shall be stated and expressed in the
                  resolution or resolutions providing for the creation and
                  issuance of such series of Preferred Stock as adopted by the
                  Board of Directors pursuant to the authority in this paragraph
                  given."

; and be it further

         RESOLVED, that the Corporation shall indemnify to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law, as may be
amended from time to time, any director or officer of the Corporation who is a
party or who is threatened to be made a party to any proceeding which is a
threatened, pending or completed action or suit brought against said officer or
director in his official capacity. The Corporation shall not indemnify any
director or

                                        1
<PAGE>

officer in any action or suit, threatened, pending or completed, brought by him
against the Corporation, in the event the officer or director is not the
prevailing party. Indemnification of any other persons, such as employees or
agents of the Corporation, or serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, shall be determined in the sole and
absolute discretion of the Board of Directors of the Corporation.

         SECOND: That in lieu of a meeting and vote of stockholders, the holders
of outstanding shares of Common Stock having not less than the minimum number of
votes which would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted have given
their written consent to said amendment in accordance with the provisions of
Section 228 of the Delaware General Corporation Law of the State of Delaware.

         THIRD: That the aforesaid amendments were duly adopted in accordance
with Section 242 and Section 228 of the Delaware General Corporation Law.

         IN WITNESS WHEREOF, Donnebrooke Corporation, has caused this
Certificate of Amendment to the Certificate of Incorporation to be signed by
Steven Bettinger, its President, and attested to by Robert Bettinger, its
Secretary, and the seal of the Corporation has been duly affixed hereto, this
16th day of December, 1999.

                                         DONNEBROOKE CORPORATION

                                         By: /s/ Steven M. Bettinger
                                             -----------------------------------
                                             Steven M. Bettinger, President

ATTEST:

/s/ Robert K. Bettinger
-------------------------------------
Robert K. Bettinger, Secretary

                                        2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>


                                                                     EXHIBIT 3.2

                           Amended and Restated Bylaws

                                       of

                           VIRTUAL ACADEMICS.COM, INC.

                             a Delaware corporation

                         Adopted as of February 1, 2000



                                    ARTICLE I
                                  STOCKHOLDERS

         Section 1.1: Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as the Board of Directors shall each
year fix. Any other proper business may be transacted at the annual meeting.

         Section 1.2: Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer, the President, the holders
of shares of the Corporation that are entitled to cast not less than one-tenth
of the votes at the meeting or by a majority of the members of the Board of
Directors. Special meetings may not be called by any other person or persons. If
a special meeting of stockholders is called by any person or persons other than
by a majority of the members of the Board of Directors, then such person or
persons shall call such meeting by delivering a written request to call such
meeting to each member of the Board of Directors, and the Board of Directors
shall then determine the time, date and place of such special meeting, which
shall be held not more than one hundred twenty (120) nor less than thirty-five
(35) days after the written request to call such special meeting was delivered
to each member of the Board of Directors.

         Section 1.3: Notice of Meetings. Written notice of all meetings of
stockholders shall be given stating the place, date and time of the meeting and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called. Unless otherwise required by applicable law or the Certificate of
Incorporation of the Corporation, such notice shall be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting.

         Section 1.4: Adjournments. Any meeting of stockholders may adjourn from
time to time to reconvene at the same or another place, and notice need not be
given of any such adjourned meeting if the time, date and place thereof are
announced at the


<PAGE>

meeting at which the adjournment is taken; provided, however, that if the
adjournment is for more than thirty (30) days, or if after the adjournment a new
record date is fixed for the adjourned meeting, then a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting. At the adjourned meeting the Corporation may transact any business that
might have been transacted at the original meeting.

         Section 1.5: Quorum. At each meeting of stockholders the holders of a
majority of the shares of stock entitled to vote at the meeting, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business, except if otherwise required by applicable law. If a quorum shall fail
to attend any meeting, the chairman of the meeting or the holders of a majority
of the shares entitled to vote who are present, in person or by proxy, at the
meeting may adjourn the meeting. Shares of the Corporation's stock belonging to
the Corporation (or to another corporation, if a majority of the shares entitled
to vote in the election of directors of such other corporation are held,
directly or indirectly, by the Corporation), shall neither be entitled to vote
nor be counted for quorum purposes; provided, however, that the foregoing shall
not limit the right of the Corporation or any other corporation to vote any
shares of the Corporation's stock held by it in a fiduciary capacity.

         Section 1.6: Organization. Meetings of stockholders shall be presided
over by such person as the Board of Directors may designate, or, in the absence
of such a person, the Chairman of the Board, or, in the absence of such person,
the President of the Corporation, or, in the absence of such person, such person
as may be chosen by the holders of a majority of the shares entitled to vote who
are present, in person or by proxy, at the meeting. Such person shall be
chairman of the meeting and, subject to Section 1.11 hereof, shall determine the
order of business and the procedure at the meeting, including such regulation of
the manner of voting and the conduct of discussion as seems to him or her to be
in order. The Secretary of the Corporation shall act as secretary of the
meeting, but in his or her absence the chairman of the meeting may appoint any
person to act as secretary of the meeting.

         Section 1.7: Voting; Proxies. Unless otherwise provided by law or the
Certificate of Incorporation, and subject to the provisions of Section 1.8 of
these Bylaws, each stockholder shall be entitled to one (1) vote for each share
of stock held by such stockholder. Each stockholder entitled to vote at a
meeting of stockholders, or to express consent or dissent to corporate action in
writing without a meeting, may authorize another person or persons to act for
such stockholder by proxy. Such a proxy may be prepared, transmitted and
delivered in any manner permitted by applicable law. Voting at meetings of
stockholders need not be by written ballot unless such is demanded at the
meeting before voting representing at least one percent (1%) of the votes
entitled to vote at such meeting, or by such stockholder's or stockholders'
proxy; provided, however, that an election of directors shall be by written
ballot if demand is so made by any stockholder at the meeting before voting
begins. If a vote is to be taken

                                        2


<PAGE>


by written ballot, then each such ballot shall state the name of the stockholder
or proxy voting and such other information as the chairman of the meeting deems
appropriate. Unless otherwise provided in the Certificate of Incorporation or a
Certificate of Designation relating to a series of Preferred Stock, directors
represented by proxy at the meeting and entitled to vote on the election of
directors. Unless otherwise provided by applicable law, the Certificate of
Incorporation or these Bylaws, every matter other than the election of directors
shall be decided by the affirmative vote of the holders of a majority of the
shares of stock entitled to vote thereon that are present in person or
represented by proxy at the meeting and are voted for or against the matter.

         Section 1.8:  Fixing Date for Determination of Stockholders of Record.

                  (a) Generally. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors and which shall not be more than sixty
(60) nor less than ten (10) days before the date of such meeting, nor more than
sixty (60) days prior to any other action. If no record date is fixed by the
Board of Directors, then the record date shall be as provided by applicable law.
A determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

         Section 1.9: List of Stockholders Entitled to Vote. A complete list of
stockholders entitled to vote at any meeting of stockholders, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in the name of each stockholder, shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present at the meeting.

         Section 1.10:  Action by Written Consent of Stockholders.

                  (a) Procedure. Unless otherwise provided by the certificate of
Incorporation, and except as set forth in Section 1.8(b) above, any action
required or permitted to be taken at any annual or special meeting of the
stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of

                                        3


<PAGE>

outstanding stock having not less than the number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Written stockholder consents
shall bear the date of signature of each stockholder who signs the consent and
shall be delivered to the Corporation by delivery to its registered office in
the State of Delaware, to its principal place of business or to any officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. No written consent shall be effective to take the action set
forth therein unless, within sixty (60) days of the earliest dated consent
delivered to the Corporation in the manner provided above, written consents
signed by a sufficient number of stockholders to take the action set forth
therein are delivered to the Corporation in the manner provided above.

                  (b) Notice of Consent. Prompt notice of the taking of
corporate action by stockholders without a meeting by less than unanimous
written consent of the stockholders shall be given to those stockholders who
have not consented thereto in writing and, in the case of a Certificate Action
(as defined below), if the Delaware General Corporation Law so requires, such
notice shall be given prior to filing of the certificate in question. If the
action which is consented to requires the filing of a certificate under the
Delaware General Corporation Law (a "Certificate Action"), then if the Delaware
General Corporation Law so requires, the certificate so filed shall state that
written stockholder consent has been given in accordance with Section 228 of the
Delaware General Corporation Law and that written notice of the taking of
corporate action by stockholders without a meeting as described herein has been
given as provided in such section.

         Section 1.11:  Inspectors of Elections.

                  (a) Applicability. Unless otherwise provided in the
Corporation's Certificate of Incorporation or required by the Delaware General
Corporation Law, the following provisions of this Section 1.11 shall apply only
if and when the Corporation has a class of voting stock that is: (i) listed on a
national securities exchange; (ii) authorized for quotation on an interdealer
quotation system of a registered national securities association; or (iii) held
of record by more than 2,000 stockholders; in all other cases, observance of the
provisions of this Section 1.11 shall be optional, and at the discretion of the
Corporation.

                  (b) Appointment. The Corporation shall, in advance of any
meeting of stockholders, appoint one or more inspectors of election to act at
the meeting and make a written report thereof. The Corporation may designate one
or more persons as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate is able to act at a meeting of stockholders,
the person presiding at the meeting shall appoint one or more inspectors to act
at the meeting.

                                        4

<PAGE>

                  (c) Inspector's Oath. Each inspector of election, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his ability.

                  (d) Duties of Inspectors. At a meeting of stockholders, the
inspectors of election shall (i) ascertain the number of shares outstanding and
the voting power of each share, (ii) determine the shares represented at a
meeting and the validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period of time a record of
the disposition of any challenges made to any determination by the inspectors,
and (v) certify their determination of the number of shares represented at the
meeting, and their count of all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist the inspectors in the performance of
the duties of the inspectors.

                  (e) Opening and Closing of Polls. The date and time of the
opening and the closing of the polls for each matter upon which the stockholders
will vote at a meeting shall be announced by the inspectors at the meeting. No
ballot, proxies or votes, nor any revocations thereof or changes thereto, shall
be accepted by the inspectors after the closing of the polls unless the Court of
Chancery upon application by a stockholder shall determine otherwise.

                  (f) Determinations. In determining the validity and counting
of proxies and ballots, the inspectors shall be limited to an examination of the
proxies, any envelopes submitted with those proxies, any information provided in
connection with proxies in accordance with Section 212(c)(2) of the Delaware
General Corporation Law, ballots and the regular books and records of the
Corporation, except that the inspectors may consider other reliable information
for the limited purpose of reconciling proxies and ballots submitted by or on
behalf of banks, brokers, their nominees or similar persons which represent more
votes than the holder of a proxy is authorized by the record owner to cast or
more votes than the stockholder holds of record. If the inspectors consider
other reliable information for the limited purpose permitted herein, the
inspectors at the time they make their certification of their determinations
pursuant to this Section 1.11 shall specify the precise information considered
by them, including the person or persons from whom they obtained the
information, when the information was obtained, the means by which the
information was obtained and the basis for the inspectors' belief that such
information is accurate and reliable.

                                   ARTICLE II
                               BOARD OF DIRECTORS

         Section 2.1: Number; Qualifications. The Board of Directors shall
consist of a minimum of one (1) and a maximum of nine (9) members. The number of
directors may be fixed from time to time by resolution of the Board of
Directors. No decrease in the authorized number of directors constituting the
Board of Directors shall shorten the term of any incumbent director. Directors
need not be stockholders of the Corporation.

                                        5

<PAGE>

         Section 2.2: Election; Resignation; Removal; Vacancies. The Board of
Directors shall consist of the person or persons elected by the incorporator or
named in the Corporation's initial Certificate of Incorporation. Each director
shall hold office until the annual meeting of stockholders and until his or her
successor is elected and qualified, or until his or her earlier death,
resignation or removal. Any director may resign at any time upon written notice
to the Corporation. Subject to the rights of any holders of Preferred Stock then
outstanding: (i) any director or the entire Board of Directors may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors and (ii) any vacancy occurring in the Board
of Directors for any cause, and any newly created directorship resulting from
any increase in the authorized number of directors to be elected by all
stockholders having the right to vote as a single class, may be filled by the
stockholders, by a majority of the directors then in office, although less than
a quorum, or by a sole remaining director.

         Section 2.3: Regular Meetings. Regular meetings of the Board of
Directors may be held at such places, within or without the State of Delaware,
and at such times as the Board of Directors may from time to time determine.
Notice of regular meetings need not be given if the date, times and places
thereof are fixed by resolution of the Board of Directors.

         Section 2.4: Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President or a
majority of the members of the Board of Directors then in office and may be held
at any time, date or place, within or without the State of Delaware, as the
person or persons calling the meeting shall fix. Notice of the time, date and
place of such meeting shall be given, orally or in writing, by the person or
persons calling the meeting to all directors at least two (2) days before the
meeting if the notice is mailed, or at least twelve (12) hours before the
meeting if such notice is given by telephone, e-mail, hand delivery, telegram,
telex, mailgram, facsimile or similar communication method. Unless otherwise
indicated in the notice, any and all business may be transacted at a special
meeting. Any director may waive notice of any meeting.

         Section 2.5: Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee of the Board, may participate in a meeting of the
Board or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to
conference telephone or similar communications equipment shall constitute
presence in person at such meeting.

         Section 2.6: Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the total number of authorized directors shall
constitute a quorum for the transaction of business. Except as otherwise
provided herein or in the Certificate of Incorporation, or required by law, the
vote of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of

                                        6

<PAGE>

Directors.

         Section 2.7: Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, or in his or her absence by the
President, or in his or her absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

         Section 2.8: Written Action by Directors. Any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board or
such committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board or committee,
respectively.

         Section 2.9: Powers. The Board of Directors may, except as otherwise
required by law or the Certificate of Incorporation, exercise all such powers
and do all such acts and things as may be exercised or done by the Corporation.

         Section 2.10: Compensation of Directors. Directors, as such, may
receive, pursuant to a resolution of the Board of Directors, fees and other
compensation for their services as directors, including without limitation their
services as members of committees of the Board of Directors.

                                   ARTICLE III
                                   COMMITTEES

         Section 3.1: Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of the committee, the
member or members thereof present at any meeting of such committee who are not
disqualified from voting, whether or not he, she or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member. Any such committee,
to the extent provided in a resolution of the Board of Directors, shall have and
may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation and may authorize the
seal of the Corporation to be affixed to all papers that may require it; but no
such committee shall have the power or authority in reference to amending the
Certificate of Incorporation (except that a committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the Board of Directors as provided in subsection (a) of
Section 151 of the Delaware General Corporation Law, fix the designations and
any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of

                                        7

<PAGE>

the Corporation, or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation, or fix the number of shares
of any series of stock or authorize the increase or decrease of the shares of
any series), adopting an agreement of merger or consolidation under Sections 251
or 252 of the Delaware General Corporation Law, recommending to the stockholders
the sale, lease or exchange of all or substantially all of the Corporation's
property and assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution, or amending the Bylaws of the
Corporation; and unless the resolution of the Board of Directors expressly so
provides, no such committee shall have the power or authority to declare a
dividend, authorize the issuance of stock or adopt a certificate of ownership
and merger pursuant to section 253 of the Delaware General Corporation Law.

         Section 3.2: Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board may make, alter and repeal
rules for the conduct of its business. In the absence of such rules each
committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these Bylaws.

                                   ARTICLE IV
                                    OFFICERS

         Section 4.1: Generally. The officers of the Corporation shall consist
of a Chief Executive Officer and/or a President, one or more Vice Presidents, a
Secretary, a Treasurer and such other officers, including a Chairman of the
Board of Directors and/or Chief Financial Officer, as may from time to time be
appointed by the Board of Directors. All officers shall be elected by the Board
of Directors; provided, however, that the Board of Directors may empower the
Chief Executive officer of the Corporation to appoint officers other than the
Chairman of the Board, the Chief Executive Officer, the President, the Chief
Financial Officer or the Treasurer. Each officer shall hold office until his or
her successor is elected and qualified or until his or her earlier resignation
or removal. Any number of offices may be held by the same person. Any officer
may resign at any time upon written notice to the Corporation. Any vacancy
occurring in any office of the Corporation by death, resignation, removal or
otherwise may be filled by the Board of Directors.

         Section 4.2: Chief Executive Officer. Subject to the control of the
Board of Directors and such supervisory powers, if any, as may be given by the
Board of Directors, the powers and duties of the Chief Executive Officer of the
Corporation are:

                  (a) To act as the general manager and, subject to the control
of the Board of Directors, to have general supervision, direction and control of
the business and affairs of the Corporation;

                  (b) To preside at all meetings of the stockholders;

                                        8

<PAGE>



                  (c) To call meetings of the stockholders to be held at such
times and, subject to the limitations prescribed by law or by these Bylaws, at
such places as he or she shall deem proper; and

                  (d) To affix the signature of the Corporation to all deeds,
conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and
other papers and instruments in writing which have been authorized by the Board
of Directors or which, in the judgment of the Chief Executive Officer, should be
executed on behalf of the Corporation; to sign certificates for shares of stock
of the Corporation; and, subject to the direction of the Board of Directors, to
have general charge of the property of the Corporation and to supervise and
control all officers, agents and employees of the Corporation.

                  The President shall be the Chief Executive Officer of the
Corporation unless the Board of Directors shall designate another officer to be
the Chief Executive Officer. If there is no President, and the Board of
Directors has not designated any other officer to be the Chief Executive
Officer, then the Chairman of the Board shall be the Chief Executive Officer.

         Section 4.3: Chairman of the Board. The Chairman of the Board shall
have the power to preside at all meetings of the Board of Directors and shall
have such other powers and duties as provided in these bylaws and as the Board
of Directors may from time to time prescribe.

         Section 4.4: President. The President shall be the Chief Executive
Officer of the Corporation unless the Board of Directors shall have designated
another officer as the Chief Executive Officer of the Corporation. Subject to
the provisions of these Bylaws and to the direction of the Board of Directors,
and subject to the supervisory powers of the Chief Executive Officer (if the
Chief Executive Officer is an officer other than the President), and subject to
such supervisory powers and authority as may be given by the Board of Directors
to the Chairman of the Board, and/or to any other officer, the President shall
have the responsibility for the general management the control of the business
and affairs of the Corporation and the general supervision and direction of all
of the officers, employees and agents of the Corporation (other than the Chief
Executive Officer, if the Chief Executive Officer is an officer other than the
President) and shall perform all duties and have all powers that are commonly
incident to the office of President or that are delegated to the President by
the Board of Directors.

         Section 4.5: Vice President. Each Vice President shall have all such
powers and duties as are commonly incident to the office of Vice President, or
that are delegated to him or her by the Board of Directors or the Chief
Executive Officer. A Vice President may be designated by the Board to perform
the duties and exercise the powers of the Chief Executive Officer in the event
of the Chief Executive Officer's absence or disability.

                                        9

<PAGE>

         Section 4.6: Chief Financial Officer. Subject to the direction of the
Board of Directors and the President, the Chief Financial Officer shall perform
all duties and have all powers that are commonly incident to the office of chief
financial officer.

         Section 4.7: Treasurer. The Treasurer shall have custody of all monies
and securities of the Corporation. The Treasurer shall make such disbursements
of the funds of the Corporation as are authorized and shall render from time to
time an account of all such transactions. The Treasurer shall also perform such
other duties and have such other powers as are commonly incident to the office
of Treasurer, or as the Board of Directors or the President may from time to
time prescribe.

         Section 4.8: Secretary. The Secretary shall issue or cause to be issued
all authorized notices for, and shall keep, or cause to be kept, minutes of all
meetings of the stockholders and the Board of Directors. The Secretary shall
have charge of the corporate minute books and similar records and shall perform
such other duties and have such other powers as are commonly incident to the
office of Secretary, or as the Board of Directors or the President may from time
to time prescribe.

         Section 4.9: Delegation of Authority. The Board of Directors may from
time to time delegate the powers or duties of any officer to any other officers
or agents, notwithstanding any provision hereof.

         Section 4.10: Removal. Any officer of the Corporation shall serve at
the pleasure of the Board of Directors and may be removed at any time, with or
without cause, by the Board of Directors. Such removal shall be without
prejudice to the contractual rights of such officer, if any, with the
Corporation.

                                    ARTICLE V
                                      STOCK

         Section 5.1: Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the Corporation by the Chairman
or Vice-Chairman of the Board of Directors, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the Corporation, certifying the number of shares
owned by such stockholder in the Corporation. Any or all of the signatures on
the certificate may be a facsimile.

         Section 5.2: Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The Corporation may issue a new certificate of stock in the
place of any certificate previously issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may require the owner of the lost,
stolen or destroyed certificate, or such owner's legal representative, to agree
to indemnify the Corporation and/or to give the Corporation a bond sufficient to
indemnify it, against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.

                                       10

<PAGE>

         Section 5.3: Other Regulations. The issue, transfer, conversion and
registration of stock certificates shall be governed by such other regulations
as the Board of Directors may establish.

                                   ARTICLE VI
                                 INDEMNIFICATION

         Section 6.1: Indemnification of Officers and Directors. Each person who
was or is made a party to, or is threatened to be made a party to, or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding"), by reason of the fact that he
or she (or a person of whom he or she is the legal representative), is or was a
director, officer or employee of the Corporation or a Reincorporated Predecessor
(as defined below) or is or was serving at the request of the Corporation or a
Reincorporated Predecessor (as defined below) as a director, officer or employee
of another corporation, or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, shall be
indemnified and held harmless by the Corporation to the fullest extent permitted
by the Delaware General Corporation Law, against all expenses, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise taxes and
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith, and such indemnification shall
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that the Corporation shall indemnify any such person seeking
indemnity in connection with a proceeding (or part thereof) initiated by such
person only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation. As used herein, the term "Reincorporated
Predecessor" means a corporation that is merged with and into the Corporation in
a statutory merger where (a) the Corporation is the surviving corporation of
such merger; (b) the primary purpose of such merger is to change the corporate
domicile of the Reincorporated Predecessor to Delaware.

         Section 6.2: Advance of Expenses. The Corporation shall pay all
expenses (including attorneys' fees) incurred by such a director or officer in
defending any such proceeding as they are incurred in advance of its final
disposition; provided, however, that if the Delaware General Corporation Law
then so requires, the payment of such expenses incurred by such a director or
officer in advance of the final disposition of such proceeding shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it should be determined
ultimately that such director or officer is not entitled to be indemnified under
this Article VI or otherwise; and provided, further, that the Corporation shall
not be required to advance any expenses to a person against whom the Corporation
directly brings a claim, in a proceeding, alleging that such person has breached
his or her duty of loyalty to the Corporation, committed an act or omission not
in good faith or that involves intentional misconduct or a knowing violation of
law, or derived an

                                       11

<PAGE>

improper personal benefit from a transaction.

         Section 6.3: Non-Exclusivity of Rights. The rights conferred on any
person in this Article VI shall not be exclusive of any other right that such
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, Bylaw, agreement, vote or consent of stockholders
or disinterested directors, or otherwise. Additionally, nothing in this Article
VI shall limit the ability of the Corporation, in its discretion, to indemnify
or advance expenses to persons whom the Corporation is not obligated to
indemnify or advance expenses pursuant to this Article VI.

         Section 6.4: Indemnification Contracts. The Board of Directors is
authorized to cause the Corporation to enter into indemnification contracts with
any director, officer, employee or agent of the Corporation, or any person
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, including employee benefit plans, providing indemnification rights
to such person. Such rights may be greater than those provided in this Article
VI.

         Section 6.5: Effect of Amendment. Any amendment, repeal or modification
of any provision of this Article VI shall be prospective only, and shall not
adversely affect any right or protection conferred on a person pursuant to this
Article VI and existing at the time of such amendment, repeal or modification.

                                   ARTICLE VII
                                     NOTICES

         Section 7.1: Notice. Except as otherwise specifically provided herein
or required by law, all notices required to be given pursuant to these Bylaws
shall be in writing and may in every instance be effectively given by hand
delivery (including use of a delivery service), by depositing such notice in the
mail, postage prepaid, or by sending such notice by prepaid telegram, telex,
overnight express courier, mailgram, e-mail or facsimile. Any such notice shall
be addressed to the person to whom notice is to be given at such person's
address as it appears on the records of the Corporation. The notice shall be
deemed given (i) in the case of hand delivery, when received by the person to
whom notice is to be given or by any person accepting such notice on behalf of
such person, (ii) in the case of delivery by mail, upon deposit in the mail,
(iii) in the case of delivery by overnight express courier, on the first
business day after such notice is dispatched, and (iv) in the case of delivery
via telegram, telex, mailgram, e-mail, or facsimile, when dispatched.

         Section 7.2: Waiver of Notice. Whenever notice is required to be given
under any provision of these bylaws, a written waiver of notice, signed by the
person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of

                                       12

<PAGE>

objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors or members of a committee of directors need be specified
in any written waiver of notice.

                                  ARTICLE VIII
                              INTERESTED DIRECTORS

         Section 8.1: Interested Directors; Quorum. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board or committee thereof that authorizes
the contract or transaction, or solely because his, her or their votes are
counted for such purpose, if: (i) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board or committee
in good faith authorizes the contract or transaction by the affirmative votes of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum; (ii) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified by the Board of Directors, a
committee thereof, or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.

                                   ARTICLE IX
                                  MISCELLANEOUS

         Section 9.1: Fiscal Year. The fiscal year of the Corporation shall
begin on the 1st day of January, and end on the 30th day of June of each year.

         Section 9.2: Seal. The Board of Directors may provide for a corporate
seal, which shall have the name of the Corporation inscribed thereon and shall
otherwise be in such form as may be approved from time to time by the Board of
Directors.

         Section 9.3: Form of Records. Any records maintained by the Corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, magnetic tape,
diskettes, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person

                                       13

<PAGE>

entitled to inspect the same.

         Section 9.4: Reliance Upon Books and Records. A member of the Board of
Directors, or a member of any committee designated by the Board of Directors
shall, in the performance of his or her duties, be fully protected in relying in
good faith upon records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of the Corporation's
officers or employees, or committees of the Board of Directors, or by any other
person as to matters the member reasonably believes are within such other
person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.

         Section 9.5: Certificate of Incorporation Governs. In the event of any
conflict between the provisions of the Corporation's Certificate of
Incorporation and Bylaws, the provisions of the Certificate of Incorporation
shall govern.

         Section 9.6: Severability. If any provision of these Bylaws shall be
held to be invalid, illegal, unenforceable or in conflict with the provisions of
the Corporation's Certificate of Incorporation, then such provision shall
nonetheless be enforced to the maximum extent possible consistent with such
holding and the remaining provisions of these Bylaws (including without
limitation, all portions of any section of these Bylaws containing any such
provision held to be invalid, illegal, unenforceable or in conflict with the
Certificate of Incorporation, that are not themselves invalid, illegal,
unenforceable or in conflict with the Certificate of Incorporation) shall remain
in full force and effect.

                                    ARTICLE X
                                    AMENDMENT

         Section 10.1: Amendments. Stockholders of the Corporation holding a
majority of the Corporation's outstanding voting stock shall have the power to
adopt, amend or repeal Bylaws. To the extent provided in the Corporation's
Certificate of Incorporation, the Board of Directors of the Corporation shall
also have the power to adopt, amend or repeal Bylaws of the Corporation, except
insofar as Bylaws adopted by the stockholders shall otherwise provide.

                                       14

<PAGE>

                             CERTIFICATION OF BYLAWS

                                       OF

                           VIRTUAL ACADEMICS.COM, INC.

                             A DELAWARE CORPORATION


KNOW ALL BY THESE PRESENTS:

         I, Steven M. Bettinger, certify that I am President of VIRTUAL
ACADEMICS.COM, INC. a Delaware corporation (the "Company"), that I am duly
authorized to make and deliver this certification, that the attached Bylaws are
a true and correct copy of the Bylaws of the Company in effect as of the date of
this certificate.

Dated: February 1, 2000

                                            /s/ STEVEN M. BETTINGER
                                            ------------------------------------
                                            Steven M. Bettinger, President


                                       15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>

                                                                    EXHIBIT 10.1

                           Virtual Academics.com, Inc.

                          2000 Performance Equity Plan

              Approved by Board of Directors as of February 1, 2000
          Approved by the Majority Stockholders as of February 1, 2000

                           VIRTUAL ACADEMICS.COM, INC.

                          2000 Performance Equity Plan

Section 1. Purpose; Definitions.

         1.1 Purpose. The purpose of the Virtual Academics.com, Inc. 2000
Performance Equity Plan is to enable the Company to offer to its employees,
officers, directors and consultants whose past, present and/or potential
contributions to the Company and its Subsidiaries have been, are or will be
important to the success of the Company, an opportunity to acquire a proprietary
interest in the Company. The various types of long-term incentive awards that
may be provided under the Plan will enable the Company to respond to changes in
compensation practices, tax laws, accounting regulations and the size and
diversity of its businesses.

         1.2 Definitions. For purposes of the Plan, the following terms shall be
defined as set forth below:

                  (a) "Agreement" means the agreement between the Company and
the Holder setting forth the terms and conditions of an award under the Plan.

                  (b) "Board" means the Board of Directors of the Company.

                  (c) "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

                  (d) "Committee" means the Stock Option Committee of the Board
or any other committee of the Board that the Board may designate to administer
the Plan or any portion thereof. If no Committee is so designated, then all
references in this Plan to "Committee" shall mean the Board.

                  (e) "Common Stock" means the Common Stock of the Company,
$.001 par value per share.

<PAGE>

                  (f) "Company" means Virtual Adademics.com, Inc. a corporation
organized under the laws of the State of Delaware.

                  (g) "Deferred Stock" means Common Stock to be received, under
an award made pursuant to Section 8, below, at the end of a specified deferral
period.

                  (h) "Disability" means physical or mental impairment as
determined under procedures established by the Committee for purposes of the
Plan.

                  (i) "Effective Date" means the date set forth in Section 12.1,
below.

                  (j) "Fair Market Value", unless otherwise required by any
applicable provision of the Code or any regulations issued thereunder, means, as
of any given date: (i) if the Common Stock is listed on a national securities
exchange or quoted on the Nasdaq National Market or Nasdaq SmallCap Market, the
last sale price of the Common Stock in the principal trading market for the
Common Stock on such date, as reported by the exchange or Nasdaq, as the case
may be; (ii) if the Common Stock is not listed on a national securities exchange
or quoted on the Nasdaq National Market or Nasdaq SmallCap Market, but is traded
in the over-the-counter market, the closing bid price for the Common Stock on
such date, as reported by the OTC Bulletin Board or the National Quotation
Bureau, Incorporated or similar publisher of such quotations; and (iii) if the
fair market value of the Common Stock cannot be determined pursuant to clause
(i) or (ii) above, such price as the Committee shall determine, in good faith.

                  (k) "Holder" means a person who has received an award under
the Plan.

                  (l) "Incentive Stock Option" means any Stock Option intended
to be and designated as an "incentive stock option" within the meaning of
Section 422 of the Code.

                  (m) "Nonqualified Stock Option" means any Stock Option that is
not an Incentive Stock Option.

                  (n) "Normal Retirement" means retirement from active
employment with the Company or any Subsidiary on or after age 65.

                  (o) "Other Stock-Based Award" means an award under Section 9,
below, that is valued in whole or in part by reference to, or is otherwise based
upon, Common Stock.

                  (p) "Parent" means any present or future "parent corporation"
of the Company, as such term is defined in Section 424(e) of the Code.

                                       2
<PAGE>

                  (q) "Plan" means the Virtual Academics.com, Inc. 2000
Performance Equity Plan, as hereinafter amended from time to time.

                  (r) "Repurchase Value" shall mean the Fair Market Value in the
event the award to be repurchased under Section 10.2 is comprised of shares of
Common Stock and the difference between Fair Market Value and the Exercise Price
(if lower than Fair Market Value) in the event the award is a Stock Option or
Stock Appreciation Right; in each case, multiplied by the number of shares
subject to the award.

                  (s) "Restricted Stock" means Common Stock, received under an
award made pursuant to Section 7, below, that is subject to restrictions under
said Section 7.

                  (t) "SAR Value" means the excess of the Fair Market Value (on
the exercise date) over the exercise price that the participant would have
otherwise had to pay to exercise the related Stock Option, multiplied by the
number of shares for which the Stock Appreciation Right is exercised.

                  (u) "Stock Appreciation Right" means the right to receive from
the Company, on surrender of all or part of the related Stock Option, without a
cash payment to the Company, a number of shares of Common Stock equal to the SAR
Value divided by the Fair Market Value (on the exercise date).

                  (v) "Stock Option" or "Option" means any option to purchase
shares of Common Stock which is granted pursuant to the Plan.

                  (w) "Stock Reload Option" means any option granted under
Section 5.3 of the Plan.

                  (x) "Subsidiary" means any present or future "subsidiary
corporation" of the Company, as such term is defined in Section 424(f) of the
Code.

Section 2. Administration.

         2.1 Committee Membership. The Plan shall be administered by the Board
or a Committee. Committee members shall serve for such term as the Board may in
each case determine, and shall be subject to removal at any time by the Board.
The Committee members, to the extent possible and deemed to be appropriate by
the Board, shall be "non-employee directors" as defined in Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and "outside directors" within the meaning of Section 162(m) of the Code.

                                       3
<PAGE>

         2.2 Powers of Committee. The Committee shall have full authority to
award, pursuant to the terms of the Plan: (i) Stock Options, (ii) Stock
Appreciation Rights, (iii) Restricted Stock, (iv) Deferred Stock, (v) Stock
Reload Options and/or (vi) Other Stock-Based Awards. For purposes of
illustration and not of limitation, the Committee shall have the authority
(subject to the express provisions of this Plan):

                  (a) to select the officers, employees, directors and
consultants of the Company or any Subsidiary to whom Stock Options, Stock
Appreciation Rights, Restricted Stock, Deferred Stock, Reload Stock Options
and/or Other Stock-Based Awards may from time to time be awarded hereunder.

                  (b) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder (including, but not
limited to, number of shares, share exercise price or types of consideration
paid upon exercise of such options, such as other securities of the Company or
other property, any restrictions or limitations, and any vesting, exchange,
surrender, cancellation, acceleration, termination, exercise or forfeiture
provisions, as the Committee shall determine);

                  (c) to determine any specified performance goals or such other
factors or criteria which need to be attained for the vesting of an award
granted hereunder;

                  (d) to determine the terms and conditions under which awards
granted hereunder are to operate on a tandem basis and/or in conjunction with or
apart from other equity awarded under this Plan and cash awards made by the
Company or any Subsidiary outside of this Plan;

                  (e) to permit a Holder to elect to defer a payment under the
Plan under such rules and procedures as the Committee may establish, including
the crediting of interest on deferred amounts denominated in cash and of
dividend equivalents on deferred amounts denominated in Common Stock;

                  (f) to determine the extent and circumstances under which
Common Stock and other amounts payable with respect to an award hereunder shall
be deferred that may be either automatic or at the election of the Holder; and

                  (g) to substitute (i) new Stock Options for previously granted
Stock Options, which previously granted Stock Options have higher option
exercise prices and/or contain other less favorable terms, and (ii) new awards
of any other type for previously granted awards of the same type, which
previously granted awards are upon less favorable terms.

                                       4
<PAGE>

         2.3 Interpretation of Plan.

                  (a) Committee Authority. Subject to Section 11, below, the
Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of the
Plan and any award issued under the Plan (and to determine the form and
substance of all Agreements relating thereto), and to otherwise supervise the
administration of the Plan. Subject to Section 11, below, all decisions made by
the Committee pursuant to the provisions of the Plan shall be made in the
Committee's sole discretion and shall be final and binding upon all persons,
including the Company, its Subsidiaries and Holders.

                  (b) Incentive Stock Options. Anything in the Plan to the
contrary notwithstanding, no term or provision of the Plan relating to Incentive
Stock Options (including but limited to Stock Reload Options or Stock
Appreciation rights granted in conjunction with an Incentive Stock Option) or
any Agreement providing for Incentive Stock Options shall be interpreted,
amended or altered, nor shall any discretion or authority granted under the Plan
be so exercised, so as to disqualify the Plan under Section 422 of the Code, or,
without the consent of the Holder(s) affected, to disqualify any Incentive Stock
Option under such Section 422.

Section 3. Stock Subject to Plan.

         3.1 Number of Shares. The total number of shares of Common Stock
reserved and available for issuance under the Plan shall be 1,000,000 shares.
Shares of Common Stock under the Plan may consist, in whole or in part, of
authorized and unissued shares or treasury shares. If any shares of Common Stock
that have been granted pursuant to a Stock Option cease to be subject to a Stock
Option, or if any shares of Common Stock that are subject to any Stock
Appreciation Right, Restricted Stock, Deferred Stock award, Reload Stock Option
or Other Stock-Based Award granted hereunder are forfeited or any such award
otherwise terminates without a payment being made to the Holder in the form of
Common Stock, such shares shall again be available for distribution in
connection with future grants and awards under the Plan. If a Holder pays the
exercise price of a Stock Option by surrendering any previously owned shares
and/or arranges to have the appropriate number of shares otherwise issuable upon
exercise withheld to cover the withholding tax liability associated with the
Stock Option exercise, then the number of shares available under the Plan shall
be increased by the lesser of (i) the number of such surrendered shares and
shares used to pay taxes; and (ii) the number of shares purchased under such
Stock Option.

         3.2 Adjustment Upon Changes in Capitalization, Etc. In the event of any
merger, reorganization, consolidation, dividend (other than a cash dividend)
payable on shares of Common Stock, stock split, reverse stock split, combination

                                       5
<PAGE>

or exchange of shares, or other extraordinary or unusual event occurring after
the grant of an award which results in a change in the shares of Common Stock of
the Company as a whole, the Committee shall determine, in its sole discretion,
whether such change equitably requires an adjustment in the terms of any award
or the aggregate number of shares reserved for issuance under the Plan. Any such
adjustments will be made by the Committee, whose determination will be final,
binding and conclusive.

Section 4. Eligibility.

         Awards may be made or granted to employees, officers, directors and
consultants who are deemed to have rendered or to be able to render significant
services to the Company or its Subsidiaries and who are deemed to have
contributed or to have the potential to contribute to the success of the
Company. No Incentive Stock Option shall be granted to any person who is not an
employee of the Company or a Subsidiary at the time of grant.

Section 5. Stock Options.

         5.1 Grant and Exercise. Stock Options granted under the Plan may be of
two types: (i) Incentive Stock Options and (ii) Nonqualified Stock Options. Any
Stock Option granted under the Plan shall contain such terms, not inconsistent
with this Plan, or with respect to Incentive Stock Options, not inconsistent
with the Plan and the Code, as the Committee may from time to time approve. The
Committee shall have the authority to grant Incentive Stock Options or
Non-Qualified Stock Options, or both types of Stock Options which may be granted
alone or in addition to other awards granted under the Plan. To the extent that
any Stock Option intended to qualify as an Incentive Stock Option does not so
qualify, it shall constitute a separate Nonqualified Stock Option.

         5.2 Terms and Conditions. Stock Options granted under the Plan shall be
subject to the following terms and conditions:

                  (a) Option Term. The term of each Stock Option shall be fixed
by the Committee; provided, however, that an Incentive Stock Option may be
granted only within the ten-year period commencing from the Effective Date and
may only be exercised within ten years of the date of grant (or five years in
the case of an Incentive Stock Option granted to an optionee who, at the time of
grant, owns Common Stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company ("10% Stockholder").

                  (b) Exercise Price. The exercise price per share of Common
Stock purchasable under a Stock Option shall be determined by the Committee at
the time of grant and may not be less than 100% of the Fair Market Value on the
day of grant; provided, however, that the exercise price of an Incentive Stock
Option

                                       6
<PAGE>

granted to a 10% Stockholder shall not be less than 110% of the Fair Market
Value on the date of grant.

                  (c) Exercisability. Stock Options shall be exercisable at such
time or times and subject to such terms and conditions as shall be determined by
the Committee and as set forth in Section 10, below. If the Committee provides,
in its discretion, that any Stock Option is exercisable only in installments,
i.e., that it vests over time, the Committee may waive such installment exercise
provisions at any time at or after the time of grant in whole or in part, based
upon such factors as the Committee shall determine.

                  (d) Method of Exercise. Subject to whatever installment,
exercise and waiting period provisions are applicable in a particular case,
Stock Options may be exercised in whole or in part at any time during the term
of the Option, by giving written notice of exercise to the Company specifying
the number of shares of Common Stock to be purchased. Such notice shall be
accompanied by payment in full of the purchase price, which shall be in cash or,
if provided in the Agreement, either in shares of Common Stock (including
Restricted Stock and other contingent awards under this Plan) or partly in cash
and partly in such Common Stock, or such other means which the Committee
determines are consistent with the Plan's purpose and applicable law. Cash
payments shall be made by wire transfer, certified or bank check or personal
check, in each case payable to the order of the Company; provided, however, that
the Company shall not be required to deliver certificates for shares of Common
Stock with respect to which an Option is exercised until the Company has
confirmed the receipt of good and available funds in payment of the purchase
price thereof. Payments in the form of Common Stock shall be valued at the Fair
Market Value on the date prior to the date of exercise. Such payments shall be
made by delivery of stock certificates in negotiable form that are effective to
transfer good and valid title thereto to the Company, free of any liens or
encumbrances. Subject to the terms of the Agreement, the Committee may, in its
sole discretion, at the request of the Holder, deliver upon the exercise of a
Nonqualified Stock Option a combination of shares of Deferred Stock and Common
Stock; provided that, notwithstanding the provisions of Section 8 of the Plan,
such Deferred Stock shall be fully vested and not subject to forfeiture. A
Holder shall have none of the rights of a Stockholder with respect to the shares
subject to the Option until such shares shall be transferred to the Holder upon
the exercise of the Option.

                  (e) Transferability. Except as may be set forth in the
Agreement, no Stock Option shall be transferable by the Holder other than by
will or by the laws of descent and distribution, and all Stock Options shall be
exercisable, during the Holder's lifetime, only by the Holder (or, to the extent
of legal incapacity or incompetency, the Holder's guardian or legal
representative).

                  (f) Termination by Reason of Death. If a Holder's employment
by the Company or a Subsidiary terminates by reason of death, any Stock Option
held

                                       7
<PAGE>

by such Holder, unless otherwise determined by the Committee at the time of
grant and set forth in the Agreement, shall thereupon automatically terminate,
except that the portion of such Stock Option that has vested on the date of
death may thereafter be exercised by the legal representative of the estate or
by the legatee of the Holder under the will of the Holder, for a period of one
year (or such other greater or lesser period as the Committee may specify at
grant) from the date of such death or until the expiration of the stated term of
such Stock Option, whichever period is the shorter.

                  (g) Termination by Reason of Disability. If a Holder's
employment by the Company or any Subsidiary terminates by reason of Disability,
any Stock Option held by such Holder, unless otherwise determined by the
Committee at the time of grant and set forth in the Agreement, shall thereupon
automatically terminate, except that the portion of such Stock Option that has
vested on the date of termination may thereafter be exercised by the Holder for
a period of one year (or such other greater or lesser period as the Committee
may specify at the time of grant) from the date of such termination of
employment or until the expiration of the stated term of such Stock Option,
whichever period is the shorter.

                  (h) Other Termination. Subject to the provisions of Section
13.3, below, and unless otherwise determined by the Committee at the time of
grant and set forth in the Agreement, if a Holder is an employee of the Company
or a Subsidiary at the time of grant and if such Holder's employment by the
Company or any Subsidiary terminates for any reason other than death or
Disability, the Stock Option shall thereupon automatically terminate, except
that if the Holder's employment is terminated by the Company or a Subsidiary
without cause or due to Normal Retirement, then the portion of such Stock Option
that has vested on the date of termination of employment may be exercised for
the lesser of three months after termination of employment or the balance of
such Stock Option's term.

                  (i) Additional Incentive Stock Option Limitation. In the case
of an Incentive Stock Option, the aggregate Fair Market Value (on the date of
grant of the Option) with respect to which Incentive Stock Options become
exercisable for the first time by a Holder during any calendar year (under all
such plans of the Company and its Parent and Subsidiary) shall not exceed
$100,000.

                  (j) Buyout and Settlement Provisions. The Committee may at any
time, in its sole discretion, offer to repurchase a Stock Option previously
granted, based upon such terms and conditions as the Committee shall establish
and communicate to the Holder at the time that such offer is made.

         5.3 Stock Reload Option. If a Holder tenders shares of Common Stock to
pay the exercise price of a Stock Option ("Underlying Option"), and/or arranges
to have a portion of the shares otherwise issuable upon exercise

                                       8
<PAGE>

withheld to pay the applicable withholding taxes, the Holder may receive, at the
discretion of the Committee, a new Stock Reload Option to purchase that number
of shares of Common Stock equal to the number of shares tendered to pay the
exercise price and the withholding taxes ( but only if such shares were held by
the Holder for at least six months). Stock Reload Options may be any type of
option permitted under the Code and will be granted subject to such terms,
conditions, restrictions and limitations as may be determined by the Committee,
from time to time. Such Stock Reload Option shall have an exercise price equal
to the Fair Market Value as of the date of exercise of the Underlying Option.
Unless the Committee determines otherwise, a Stock Reload Option may be
exercised commencing one year after it is granted and shall expire on the date
of expiration of the Underlying Option to which the Reload Option is related.

Section 6. Stock Appreciation Rights.

         6.1 Grant and Exercise. The Committee may grant Stock Appreciation
Rights to participants who have been, or are being granted, Stock Options under
the Plan as a means of allowing such participants to exercise their Stock
Options without the need to pay the exercise price in cash. In the case of a
Nonqualified Stock Option, a Stock Appreciation Right may be granted either at
or after the time of the grant of such Nonqualified Stock Option. In the case of
an Incentive Stock Option, a Stock Appreciation Right may be granted only at the
time of the grant of such Incentive Stock Option.

         6.2 Terms and Conditions. Stock Appreciation Rights shall be subject to
the following terms and conditions:

                  (a) Exercisability. Stock Appreciation Rights shall be
exercisable as shall be determined by the Committee and set forth in the
Agreement, subject to the limitations, if any, imposed by the Code, with respect
to related Incentive Stock Options.

                  (b) Termination. A Stock Appreciation Right shall terminate
and shall no longer be exercisable upon the termination or exercise of the
related Stock Option.

                  (c) Method of Exercise. Stock Appreciation Rights shall be
exercisable upon such terms and conditions as shall be determined by the
Committee and set forth in the Agreement and by surrendering the applicable
portion of the related Stock Option. Upon such exercise and surrender, the
Holder shall be entitled to receive a number of shares of Common Stock equal to
the SAR Value divided by the Fair Market Value on the date the Stock
Appreciation Right is exercised.

                  (d) Shares Affected Upon Plan. The granting of a Stock
Appreciation Right shall not affect the number of shares of Common Stock
available under for

                                       9
<PAGE>

awards under the Plan. The number of shares available for awards under the Plan
will, however, be reduced by the number of shares of Common Stock acquirable
upon exercise of the Stock Option to which such Stock Appreciation Right
relates.

Section 7. Restricted Stock.

         7.1 Grant. Shares of Restricted Stock may be awarded either alone or in
addition to other awards granted under the Plan. The Committee shall determine
the eligible persons to whom, and the time or times at which, grants of
Restricted Stock will be awarded, the number of shares to be awarded, the price
(if any) to be paid by the Holder, the time or times within which such awards
may be subject to forfeiture ("Restriction Period"), the vesting schedule and
rights to acceleration thereof, and all other terms and conditions of the
awards.

         7.2 Terms and Conditions. Each Restricted Stock award shall be subject
to the following terms and conditions:

                  (a) Certificates. Restricted Stock, when issued, will be
represented by a stock certificate or certificates registered in the name of the
Holder to whom such Restricted Stock shall have been awarded. During the
Restriction Period, certificates representing the Restricted Stock and any
securities constituting Retained Distributions (as defined below) shall bear a
legend to the effect that ownership of the Restricted Stock (and such Retained
Distributions), and the enjoyment of all rights appurtenant thereto, are subject
to the restrictions, terms and conditions provided in the Plan and the
Agreement. Such certificates shall be deposited by the Holder with the Company,
together with stock powers or other instruments of assignment, each endorsed in
blank, which will permit transfer to the Company of all or any portion of the
Restricted Stock and any securities constituting Retained Distributions that
shall be forfeited or that shall not become vested in accordance with the Plan
and the Agreement.

                  (b) Rights of Holder. Restricted Stock shall constitute issued
and outstanding shares of Common Stock for all corporate purposes. The Holder
will have the right to vote such Restricted Stock, to receive and retain all
regular cash dividends and other cash equivalent distributions as the Board may
in its sole discretion designate, pay or distribute on such Restricted Stock and
to exercise all other rights, powers and privileges of a holder of Common Stock
with respect to such Restricted Stock, with the exceptions that (i) the Holder
will not be entitled to delivery of the stock certificate or certificates
representing such Restricted Stock until the Restriction Period shall have
expired and unless all other vesting requirements with respect thereto shall
have been fulfilled; (ii) the Company will retain custody of the stock
certificate or certificates representing the Restricted Stock during the
Restriction Period; (iii) other than regular cash dividends and other cash
equivalent distributions as the Board may in its sole discretion designate, pay
or distribute, the Company will retain custody of all

                                       10
<PAGE>

distributions ("Retained Distributions") made or declared with respect to the
Restricted Stock (and such Retained Distributions will be subject to the same
restrictions, terms and conditions as are applicable to the Restricted Stock)
until such time, if ever, as the Restricted Stock with respect to which such
Retained Distributions shall have been made, paid or declared shall have become
vested and with respect to which the Restriction Period shall have expired; (iv)
a breach of any of the restrictions, terms or conditions contained in this Plan
or the Agreement or otherwise established by the Committee with respect to any
Restricted Stock or Retained Distributions will cause a forfeiture of such
Restricted Stock and any Retained Distributions with respect thereto.

                  (c) Vesting; Forfeiture. Upon the expiration of the
Restriction Period with respect to each award of Restricted Stock and the
satisfaction of any other applicable restrictions, terms and conditions (i) all
or part of such Restricted Stock shall become vested in accordance with the
terms of the Agreement, subject to Section 10, below, and (ii) any Retained
Distributions with respect to such Restricted Stock shall become vested to the
extent that the Restricted Stock related thereto shall have become vested,
subject to Section 10, below. Any such Restricted Stock and Retained
Distributions that do not vest shall be forfeited to the Company and the Holder
shall not thereafter have any rights with respect to such Restricted Stock and
Retained Distributions that shall have been so forfeited.

Section 8. Deferred Stock.

         8.1 Grant. Shares of Deferred Stock may be awarded either alone or in
addition to other awards granted under the Plan. The Committee shall determine
the eligible persons to whom and the time or times at which grants of Deferred
Stock will be awarded, the number of shares of Deferred Stock to be awarded to
any person, the duration of the period ("Deferral Period") during which, and the
conditions under which, receipt of the shares will be deferred, and all the
other terms and conditions of the awards.

         8.2 Terms and Conditions. Each Deferred Stock award shall be subject to
the following terms and conditions:

                  (a) Certificates. At the expiration of the Deferral Period (or
the Additional Deferral Period referred to in Section 8.2 (d) below, where
applicable), share certificates shall be issued and delivered to the Holder, or
his legal representative, representing the number equal to the shares covered by
the Deferred Stock award.

                  (b) Rights of Holder. A person entitled to receive Deferred
Stock shall not have any rights of a Stockholder by virtue of such award until
the expiration of the applicable Deferral Period and the issuance and delivery
of the certificates representing such Common Stock. The shares of Common Stock
issuable upon

                                       11
<PAGE>

expiration of the Deferral Period shall not be deemed outstanding by the Company
until the expiration of such Deferral Period and the issuance and delivery of
such Common Stock to the Holder.

                  (c) Vesting; Forfeiture. Upon the expiration of the Deferral
Period with respect to each award of Deferred Stock and the satisfaction of any
other applicable restrictions, terms and conditions all or part of such Deferred
Stock shall become vested in accordance with the terms of the Agreement, subject
to Section 10, below. Any such Deferred Stock that does not vest shall be
forfeited to the Company and the Holder shall not thereafter have any rights
with respect to such Deferred Stock.

                  (d) Additional Deferral Period. A Holder may request to, and
the Committee may at any time, defer the receipt of an award (or an installment
of an award) for an additional specified period or until a specified event
("Additional Deferral Period"). Subject to any exceptions adopted by the
Committee, such request must generally be made at least one year prior to
expiration of the Deferral Period for such Deferred Stock award (or such
installment).

Section 9. Other Stock-Based Awards.

         Other Stock-Based Awards may be awarded, subject to limitations under
applicable law, that are denominated or payable in, valued in whole or in part
by reference to, or otherwise based on, or related to, shares of Common Stock,
as deemed by the Committee to be consistent with the purposes of the Plan,
including, without limitation, purchase rights, shares of Common Stock awarded
which are not subject to any restrictions or conditions, convertible or
exchangeable debentures, or other rights convertible into shares of Common Stock
and awards valued by reference to the value of securities of or the performance
of specified Subsidiaries. Other Stock-Based Awards may be awarded either alone
or in addition to or in tandem with any other awards under this Plan or any
other plan of the Company. Each other Stock-Based Award shall be subject to such
terms and conditions as may be determined by the Committee.

Section 10. Accelerated Vesting and Exercisability.

         10.1 Non-Approved Transactions. If any "person" (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act of 1934, as amended ("Exchange
Act")), is or becomes the "beneficial owner" (as referred in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing 35% or more of the combined voting power of the Company's then
outstanding securities in one or more transactions, and the Board does not
authorize or otherwise approve such acquisition, then the vesting periods of any
and all Stock Options and other awards granted and outstanding under the Plan
shall be accelerated and all such

                                       12
<PAGE>

Stock Options and awards will immediately and entirely vest, and the respective
holders thereof will have the immediate right to purchase and/or receive any and
all Common Stock subject to such Stock Options and awards on the terms set forth
in this Plan and the respective agreements respecting such Stock Options and
awards.

         10.2 Approved Transactions. The Committee may, in the event of an
acquisition of substantially all of the Company's assets or at least 50% of the
combined voting power of the Company's then outstanding securities in one or
more transactions (including by way of merger or reorganization) which has been
approved by the Company's Board of Directors, (i) accelerate the vesting of any
and all Stock Options and other awards granted and outstanding under the Plan,
and (ii) require a Holder of any award granted under this Plan to relinquish
such award to the Company upon the tender by the Company to Holder of cash in an
amount equal to the Repurchase Value of such award.

Section 11. Amendment and Termination.

         The Board may at any time, and from time to time, amend alter, suspend
or discontinue any of the provisions of the Plan, but no amendment, alteration,
suspension or discontinuance shall be made that would impair the rights of a
Holder under any Agreement theretofore entered into hereunder, without the
Holder's consent.

Section 12. Term of Plan.

         12.1 Effective Date. The Plan shall be effective as of February 1,
2000, subject to the approval of the Plan by the Company's stockholders within
one year after the Effective Date. Any awards granted under the Plan prior to
such approval shall be effective when made (unless otherwise specified by the
Committee at the time of grant), but shall be conditioned upon, and subject to,
such approval of the Plan by the Company's stockholders and no awards shall vest
or otherwise become free of restrictions prior to such approval.

         12.2 Termination Date. Unless terminated by the Board, this Plan shall
continue to remain effective until such time as no further awards may be granted
and all awards granted under the Plan are no longer outstanding. Notwithstanding
the foregoing, grants of Incentive Stock Options may be made only during the ten
year period following the Effective Date.

Section 13. General Provisions.

         13.1 Written Agreements. Each award granted under the Plan shall be
confirmed by, and shall be subject to the terms, of the Agreement executed by
the Company and the Holder. The Committee may terminate any award made under the
Plan if the Agreement relating thereto is not executed and returned to

                                       13
<PAGE>

the Company within 10 days after the Agreement has been delivered to the Holder
for his or her execution.

         13.2 Unfunded Status of Plan. The Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Holder by the Company, nothing contained herein shall
give any such Holder any rights that are greater than those of a general
creditor of the Company.

         13.3 Employees.

                  (a) Engaging in Competition With the Company; Disclosure of
Confidential Information. If a Holder's employment with the Company or a
Subsidiary is terminated for any reason whatsoever, and within three months
after the date thereof such Holder either (i) accepts employment with any
competitor of, or otherwise engages in competition with, the Company or (ii)
discloses to anyone outside the Company or uses any confidential information or
material of the Company in violation of the Company's policies or any agreement
between the Holder and the Company, the Committee, in its sole discretion, may
require such Holder to return to the Company the economic value of any award
that was realized or obtained by such Holder at any time during the period
beginning on that date that is six months prior to the date such Holder's
employment with the Company is terminated.

                  (b) Termination for Cause . The Committee may, if a Holder's
employment with the Company or a Subsidiary is terminated for cause, annul any
award granted under this Plan to such employee and, in such event, the
Committee, in its sole discretion, may require such Holder to return to the
Company the economic value of any award that was realized or obtained by such
Holder at any time during the period beginning on that date that is six months
prior to the date such Holder's employment with the Company is terminated.

                  (c) No Right of Employment. Nothing contained in the Plan or
in any award hereunder shall be deemed to confer upon any Holder who is an
employee of the Company or any Subsidiary any right to continued employment with
the Company or any Subsidiary, nor shall it interfere in any way with the right
of the Company or any Subsidiary to terminate the employment of any Holder who
is an employee at any time.

         13.4 Investment Representations; Company Policy. The Committee may
require each person acquiring shares of Common Stock pursuant to a Stock Option
or other award under the Plan to represent to and agree with the Company in
writing that the Holder is acquiring the shares for investment without a view to
distribution thereof. Each person acquiring shares of Common Stock pursuant to a
Stock Option or other award under the Plan shall be required to

                                       14
<PAGE>

abide by all policies of the Company in effect at the time of such acquisition
and thereafter with respect to the ownership and trading of the Company's
securities.

         13.5 Additional Incentive Arrangements. Nothing contained in the Plan
shall prevent the Board from adopting such other or additional incentive
arrangements as it may deem desirable, including, but not limited to, the
granting of Stock Options and the awarding of Common Stock and cash otherwise
than under the Plan; and such arrangements may be either generally applicable or
applicable only in specific cases.

         13.6 Withholding Taxes. Not later than the date as of which an amount
must first be included in the gross income of the Holder for Federal income tax
purposes with respect to any option or other award under the Plan, the Holder
shall pay to the Company, or make arrangements satisfactory to the Committee
regarding the payment of, any Federal, state and local taxes of any kind
required by law to be withheld or paid with respect to such amount. If permitted
by the Committee, tax withholding or payment obligations may be settled with
Common Stock, including Common Stock that is part of the award that gives rise
to the withholding requirement. The obligations of the Company under the Plan
shall be conditioned upon such payment or arrangements and the Company or the
Holder's employer (if not the Company) shall, to the extent permitted by law,
have the right to deduct any such taxes from any payment of any kind otherwise
due to the Holder from the Company or any Subsidiary.

         13.7 Governing Law. The Plan and all awards made and actions taken
thereunder shall be governed by and construed in accordance with the laws of the
State of New York (without regard to choice of law provisions); provided,
however, that all matters relating to or involving corporate law shall be
governed by the laws of the State of Delaware.

         13.8 Other Benefit Plans. Any award granted under the Plan shall not be
deemed compensation for purposes of computing benefits under any retirement plan
of the Company or any Subsidiary and shall not affect any benefits under any
other benefit plan now or subsequently in effect under which the availability or
amount of benefits is related to the level of compensation (unless required by
specific reference in any such other plan to awards under this Plan).

         13.9 Non-Transferability. Except as otherwise expressly provided in the
Plan or the Agreement, no right or benefit under the Plan may be alienated,
sold, assigned, hypothecated, pledged, exchanged, transferred, encumbranced or
charged, and any attempt to alienate, sell, assign, hypothecate, pledge,
exchange, transfer, encumber or charge the same shall be void.

         13.10 Applicable Laws. The obligations of the Company with respect to
all Stock Options and awards under the Plan shall be subject to (i) all
applicable

                                       15
<PAGE>

laws, rules and regulations and such approvals by any governmental agencies as
may be required, including, without limitation, the Securities Act of 1933, as
amended, and (ii) the rules and regulations of any securities exchange on which
the Common Stock may be listed.

         13.11 Conflicts. If any of the terms or provisions of the Plan or an
Agreement conflict with the requirements of Section 422 of the Code, then such
terms or provisions shall be deemed inoperative to the extent they so conflict
with such requirements. Additionally, if this Plan or any Agreement does not
contain any provision required to be included herein under Section 422 of the
Code, such provision shall be deemed to be incorporated herein and therein with
the same force and effect as if such provision had been set out at length herein
and therein. If any of the terms or provisions of any Agreement conflict with
any terms or provisions of the Plan, then such terms or provisions shall be
deemed inoperative to the extent they so conflict with the requirements of the
Plan. Additionally, if any Agreement does not contain any provision required to
be included therein under the Plan, such provision shall be deemed to be
incorporated therein with the same force and effect as if such provision had
been set out at length therein.

         13.12 Non-Registered Stock. The shares of Common Stock to be
distributed under this Plan have not been, as of the Effective Date, registered
under the Securities Act of 1933, as amended, or any applicable state or foreign
securities laws and the Company has no obligation to any Holder to register the
Common Stock or to assist the Holder in obtaining an exemption from the various
registration requirements, or to list the Common Stock on a national securities
exchange or any other trading or quotation system, including the Nasdaq National
Market and Nasdaq SmallCap Market.

                                 Plan Amendments

                |                  |          |                | Initials of
                |  Date Approved   |          |                |  Attorney
  Date Approved | by Stockholders, | Sections | Description of |  Effecting
    by Board    |  if necessary    | Amended  |   Amendments   |  Amendment
    --------       ------------      -------      ----------      ---------

                                       16

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>0005.txt
<TEXT>


                                                                    EXHIBIT 10.2

                           VIRTUAL ACADEMICS.COM, Inc.

                          6421 Congress Ave, Suite 201
                            Boca Raton, Florida 33487





Mr. Steven Bettinger
Virtual Academics.com, Inc.
6421 Congress Avenue, Suite 201
Boca Raton, FL 33487

Re: Offer of Employment:

Dear Steven:

         On behalf of Virtual Academics.com, Inc. ("company"), I am pleased to
offer you the position of President and Chief Executive Officer. In this
capacity, your responsibilities will include the daily supervision of all of the
company's operations, including business development, academic integrity of its
online courses, investor relations, positioning of its global market share and
human resource management. You will report directly to the Chairman of the Board
and the board of directors of the company. This letter clarifies and confirms
other terms of your employment with the company.

I.       Start Date.  Your employment will start on the date written below.

II.      Salary. Your base annual salary will be $150,000, payable in accordance
         with the company's standard payroll practice and subject to applicable
         withholding taxes. Because your position is exempt from overtime pay,
         your salary will compensate you for all hours worked. Your base salary
         will be reviewed periodically by the company's board of directors or
         its compensation committee, and any increases will be effective as of
         the date determined by the board or compensation committee.

III.     Stock Options. In addition to the compensation above, you will be
         entitled to receive options to purchase 100,000 shares of common stock
         of the company each year of your employment with the company. The
         options will be exercisable at a price equal to the fair market value
         of the common stock on the date of grant. This stock will bear
         appropriate restrictive legends under the Securities Act of 1933, as
         amended, and will be payable at year end of each year in which you are
         entitled to receive the options.

<PAGE>

                           VIRTUAL ACADEMICS.COM, Inc.

                          6421 Congress Ave, Suite 201
                            Boca Raton, Florida 33487


IV.      Bonus. In addition to your base salary, you will be eligible to receive
         an annual bonus, at the sole discretion of the board of directors. The
         bonus may take the form of cash, options to purchase common stock of
         the company or restricted stock of the company.

V.       Benefits. You will also be entitled, during the term of your
         employment, to such vacation, medical and other employee benefits as
         the company may offer from time to time, subject to applicable
         eligibility requirements. The company reserves the right to make any
         modification to this benefits package that it deems appropriate.

VI.      Term and Termination . The term of this agreement is 24 months, subject
         to automatic renewals of 12-month terms unless terminated by the
         company or you with 30 days' prior written notice to the company's
         board of directors. The company may terminate you with or without
         cause. The following constitutes "cause":

         A.       Any act of fraud or embezzlement;

         B.       Your conviction of any felony involving an act of dishonesty,
                  moral turpitude, deceit or fraud;

         C.       Any act of dishonesty or misconduct (whether in connection
                  with your responsibilities as an employee of the company or
                  otherwise) that either materially impairs the company's
                  business, goodwill or reputation or materially compromises
                  your ability to represent the company with the public; or

         D.       Your material failure to perform your lawful duties to the
                  company after receiving written notice from the board of
                  directors describing such failure in reasonable detail.

VII.     Additional Provisions. Your acceptance of this offer will bind you to
         accepting the terms of your employment described in this letter. You
         indicate your acceptance by signing both copies of this letter, keeping
         one copy for your files. This letter supercedes any and all previous
         offers, discussions or other communications, including electronic
         communications, you may have had with the company. Any modifications
         must be in writing and signed by both parties.

<PAGE>

                           VIRTUAL ACADEMICS.COM, Inc.

                          6421 Congress Ave, Suite 201
                            Boca Raton, Florida 33487


                  We are excited about your joining us, and look forward to a
         profitable and mutually beneficial working relationship.

                                                 Sincerely,

         Dated as of December 1, 1999

                                                 /s/ ROBERT K. BETTINGER
                                                 -------------------------------
                                                 Robert K. Bettinger
                                                 Chairman of the Board and
                                                 Secretary

         ACCEPTANCE

         I accept employment with Virtual Academics.com, Inc. under the terms
         set forth in this letter:


         /s/ STEVEN M. BETTINGER
         ------------------------------
         Steven M. Bettinger

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>6
<FILENAME>0006.txt
<TEXT>


                                                                    EXHIBIT 10.3

                           VIRTUAL ACADEMICS.COM, Inc.

                          6421 Congress Ave, Suite 201
                            Boca Raton, Florida 33487





Mr. Robert K. Bettinger
Virtual Academics.com, Inc.
6421 Congress Avenue, Suite 201
Boca Raton, FL 33487

Re: Offer of Employment:

Dear Robert:

         On behalf of Virtual Academics.com, Inc. ("company"), I am pleased to
offer you the position of Chairman of the Board and Secretary of the company. In
this capacity, your responsibilities will include the oversight of all of the
company's operations, including development of strategic alliances with
synergistic entities and other business development and positioning of its
global market share. You will report directly to the board of directors of the
company. This letter clarifies and confirms other terms of your employment with
the company.

I.       Start Date.  Your employment will start on the date written below.

II.      Salary. Your base annual salary will be $10,800, payable in accordance
         with the company's standard payroll practice and subject to applicable
         withholding taxes. Because your position is exempt from overtime pay,
         your salary will compensate you for all hours worked. Your base salary
         will be reviewed periodically by the company's board of directors or
         its compensation committee, and any increases will be effective as of
         the date determined by the board or compensation committee.

III.     Stock Options. In addition to the compensation above, you will be
         entitled to receive options to purchase 100,000 shares of common stock
         of the company each year of your employment with the company. The
         options will be exercisable at a price equal to the fair market value
         of the common stock on the date of grant. This stock will bear
         appropriate restrictive legends under the Securities Act of 1933, as
         amended, and will be payable at year-end of each year in which you are
         entitled to receive the stock.

<PAGE>

                           VIRTUAL ACADEMICS.COM, Inc.

                          6421 Congress Ave, Suite 201
                            Boca Raton, Florida 33487


IV.      Bonus. In addition to your base salary, you will be eligible to receive
         an annual bonus, at the sole discretion of the board of directors. The
         bonus may take the form of cash, options to purchase common stock of
         the company or restricted stock of the company.

V.       Benefits. You will also be entitled, during the term of your
         employment, to such vacation, medical and other employee benefits as
         the company may offer from time to time, subject to applicable
         eligibility requirements. The company reserves the right to make any
         modification to this benefits package that it deems appropriate.

VI.      Term and Termination . The term of this agreement is 24 months, subject
         to automatic renewals of 12-month terms unless terminated by the
         company or you with 30 days' prior written notice to the company's
         board of directors. The company may terminate you with or without
         cause. The following constitutes "cause":

         A.       Any act of fraud or embezzlement;

         B.       Your conviction of any felony involving an act of dishonesty,
                  moral turpitude, deceit or fraud;

         C.       Any act of dishonesty or misconduct (whether in connection
                  with your responsibilities as an employee of the company or
                  otherwise) that either materially impairs the company's
                  business, goodwill or reputation or materially compromises
                  your ability to represent the company with the public; or

         D.       Your material failure to perform your lawful duties to the
                  company after receiving written notice from the board of
                  directors describing such failure in reasonable detail.

VII.     Additional Provisions. Your acceptance of this offer will bind you to
         accepting the terms of your employment described in this letter. You
         indicate your acceptance by signing both copies of this letter, keeping
         one copy for your files. This letter supercedes any and all previous
         offers, discussions or other communications, including electronic
         communications, you may have had with the company. Any modifications
         must be in writing and signed by both parties.

<PAGE>

                           VIRTUAL ACADEMICS.COM, Inc.

                          6421 Congress Ave, Suite 201
                            Boca Raton, Florida 33487


                  We are excited about your joining us, and look forward to a
         profitable and mutually beneficial working relationship.


                                                 Sincerely,

         Dated as of December 1, 1999


                                                 /s/ STEVEN M. BETTINGER
                                                 -------------------------------
                                                 Steven M. Bettinger
                                                 Chief Executive Officer and
                                                 President

         ACCEPTANCE

         I accept employment with Virtual Academics.com, Inc. under the terms
         set forth in this letter:


         /s/ ROBERT K. BETTINGER
         ------------------------------
         Robert K. Bettinger

</TEXT>
</DOCUMENT>
</SUBMISSION>
