<PAGE>
Exhibit 10.1
PURCHASE ORDER
To: Phoenix Multimedia, Inc.
From: Global e Tutor, Inc.
Re: Purchase Order Authorizing Phase One
Date: August 31, 2000
This purchase order is being issued to purchase the services outlined in "The
Proposal for Global e Tutor" dated August 23, 2000, (a copy of which is attached
hereto and by reference made a part hereof) (and which includes Amendments 1 and
2).
In addition, Global e Tutor, adds and/or amends the Proposal with the following
language and makes it an integral part thereof:
1. Under the heading "Hosting", we add the following language:
"The initial hosting rate will be $139.00 per month, and this rate
will increase as the number of users increase. The cost of hosting
will be reviewed and more clearly defined in Phase 2 of the GET
and Phoenix relationship."
2. Under the heading "Payment Plan", we add the following language:
"The remaining balance of $66,000 will be paid in 4 equal monthly
installments of $16,500 each beginning September 8, 2000."
3. The language under the heading "Payment Plan" that states
"Remaining balance of $66,000 due Sept. 8, 2000." will be deleted
from the Proposal.
Global e Tutor will wire the first installment of $66,000.00 to Phoenix
Multimedia's bank upon Phoenix's acceptance of this Purchase Order.
Agreed to by:
Global e Tutor, Inc. Phoenix Multimedia, Inc.
/s/ Jerry Barton /s/ Wm. Cole Smit
--------------------------- --------------------------
Jerry Barton, President/CEO Cole Smith, President/CEO
Date: August 31, 2000 Date: September 1, 2000
<PAGE>
Proposal
For
Global eTutor
August 23, 2000
[GRAPHIC OMITTED](TM)
Phoenix Multimedia, Inc.
689 Discovery Drive
Huntsville, AL. 35806
Support:
Mark Brown, Senior Director of Marketing (256) 464-6600 ext. 115
<PAGE>
[GRAPHIC OMITTED](TM)
[GRAPHIC OMITTED]
. Acknowledgment
[GRAPHIC OMITTED] [GRAPHIC OMITTED
. Program
. Specs
. Visual Theme
. Functionality
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
. Schedule
. Costs
. Hosting
. Deliverables
. Payment Plan
. Ownership
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
. Client Responsibilities
. Communicating Change
. Project Baseline
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
. Communicating Change
. Project Baseline
<PAGE>
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
. Who We Are
. What We Do
. How We Work
. Commitment to Quality
. Conclusion
<PAGE>
Global e Tutor
Web Site-- Phase One
[GRAPHIC OMITTED]
Phoenix Multimedia is pleased to deliver the
following proposal, for production of Phase One
of the Global eTutor Web Site. As this entire
web site is expected to reach into the
multimillion dollar level, we have opted to
take a phased approach in order to satisfy the
immediate needs of Global eTutor and position
the company best for future developments. If
you have any questions or would like to modify
proposal components, please contact Mark Brown
(256) 464-6600 ext. 115.
[GRAPHIC OMITTED]
PROGRAM The website will contain a custom Look & Feel,
specially designed for Global eTutor, a splash
intro animation developed in Flash, and site
structure and functionality as outlined in the
attached hierarchy.
SPECS Browser-based solution designed will be
optimized for use in Internet Explorer 5.0+.
Flash display requires the user to have the
Flash player on their computer, which ships
with many browsers in use today, including
Internet Explorer 5.0+. Tutorials require
download of the Streammaker player, a small
download.
VISUAL THEME Graphics from which to base the Look & Feel
will be delivered by Global eTutor and enhanced
by Phoenix Multimedia for delivery on the
Internet in an entertaining, professional,
family-friendly interface.
The initial site page will be positioned as a
splash screen, where the user will be able to
view a high-impact Flash Intro or skip into the
site main introductory page directly. Each tree
in the hierarchy will have a slightly
different, yet complementary Look, toned for
its target audience and contents.
Each of the six trees in the hierarchy will
have its own Flash commercial, approximately
10-20 seconds in length. In addition, ten 5-10
second Flash animated
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<PAGE>
Global e Tutor
Web Site-- Phase One
design components will be made for portal
areas, such as: music, games, TV/movies,
sports, clubs, etc.
FUNCTIONALITY Site structure and navigational functionality
will be developed according to the accompanying
hierarchy. The site will be designed with an
intuitive easy to use interface. A site map
will also be provided, as a means for users to
quickly jump to various public areas within the
web site.
User registration will be required to
enter portal areas. Users will be asked to
enter a username and email address. This
information will then be stored in a database
designed for Global eTutor. Global eTutor will
be able to view their customer usernames and
email addresses via a browser-based
administrative interface.
Once logged in to one portal area, users who
visit an additional portal area will be
automatically recognized so that they do not
have to log in again.
Under the contact us area in the corporate
section, email links to each Global eTutor
department will be featured. Also, a JavaScript
e-mail form will be included so that visitors
will be able to use a pulldown menu to select a
recipient at Global eTutor, compose their
message, and hit 'Send Message' to contact
Global eTutor.
[GRAPHIC OMITTED]
SCHEDULE Phoenix Multimedia, Inc. will deliver Phase One
on or before October 2, 2000, dependant on
timely delivery of assets (text in electronic
format, graphics from which to base look &
feel, and timely milestone sign-off approvals.)
A timeline is attached to this document.
COSTS Project Management
Graphics
Animation
Internet Creative Programming
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<PAGE>
Global e Tutor
Web Site-- Phase One
Internet Technical Programming
Back-end Database Programming
Testing
----------------------------------
Total: $132,000
HOSTING Phoenix Multimedia will host the Global eTutor
web site at a TBD rate, not included in this
proposal.
PAYMENT PLAN $66,000 due at contract signing, prior to work
performed. Payment to be made by certified
check or money order payable to the order of:
Phoenix Multimedia, Inc.
689 Discovery Drive
Huntsville , AL. 35806
Remaining balance of $66,000 due Sept. 8, 2000.
OWNERSHIP Global eTutor will own the use of code
generated for Phase One of the Global eTutor
web site. This ownership is non-transferable
and code cannot be transferred or replicated
without prior written approval from Phoenix
Multimedia. Phoenix Multimedia retains the
right to demonstrate any sections of the
completed program as part of on-going marketing
efforts.
[GRAPHIC OMITTED]
CLIENT Timely delivery of assets in electronic format,
RESPONSIBILITIES meetings, and sign-off approvals according to
attached timeline.
Designated single point of contact, POC, with
sign-off authority.
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COMMUNICATING To assess a change, Phoenix's POC, and Global
CHANGE eTutor's POC, will discuss the new change
needed, noting the details of the change,
reasons for the change, and effects the
change will have on the
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<PAGE>
Global e Tutor
Web Site-- Phase One
project. Phoenix Multimedia, Inc will then
evaluate the effects of the change on the
program design and on the approved schedule and
budget.
After reviewing these effects, if there is
agreement to implement a change, Phoenix
Multimedia, Inc will prepare a Change
Authorization form for approval by Global
eTutor. The form details costs that may be
incurred when the change is made.
If a change cannot be accommodated, Phoenix
Multimedia, Inc.'s POC will explain the reasons
to Global eTutor and suggest alternative ideas
wherever possible.
PROJECT BASELINE When assessing changes in the scope of
work, Phoenix Multimedia, Inc. also project
deliverables as a baseline reference. The
effects of a change will always be measured
with respect to work already completed.
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GENERAL Who We Are
CORPORATE Phoenix Multimedia, Inc. provides a full
schedule of services for custom design
and development of training and performance
improvement applications, and web-based
infotainment and multimedia software products.
We have developed applications in all the
traditional and multimedia formats. Our
production processes are built on a foundation
of research in media and computer
technologies. Our client list includes major
corporations, government, educational
institutions, television stations, and
libraries.
We have earned a reputation for creativity and
design excellence. Our staff consists of
recognized and experienced professionals who
place the highest priority on quality. Our
concern for the satisfaction of
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<PAGE>
Global e Tutor
Web Site-- Phase One
our customers is paramount in our business
philosophy.
Our location provides us with a unique ability
to travel to any location in the world with
ease, through Huntsville International
Airport.
What We Do
The professional staff at Phoenix Multimedia,
Inc. performs analysis, design, development,
production, engineering, and programming
services. We are not restricted by a technical
specialization. Instead, our applications are
based on delivery platforms that conform best
with client requirements. We employ
instructional designers, writers, graphic
artists, software engineers, programmers, and
video production specialists.
Our programmers have expert command of a wide
variety of hardware and software, including
every major authoring system for
computer-based training on CD-ROM and Internet
/Intranets.
Our graphics staff is comprised of talented
artists with experience in computer
technology, quality graphics, and animation
techniques. They provide support for
productions on the Internet, Intranets, video,
audio, and print.
We can deliver complete applications or
provide individual services to augment the
in-house abilities of our clients.
How We Work
Phoenix Multimedia, Inc. is committed to close
co-operation with clients throughout our work
processes. We have developed precise methods
to control every aspect of our activity and we
review status frequently to
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<PAGE>
Global e Tutor
Web Site-- Phase One
make sure we are on target. Coupled with formal
reviews by project phase, these methods ensure
that our applications are delivered on time and
on budget.
Commitment to Quality
Phoenix Multimedia, Inc. facilities, equipment,
and organizational structure contributes to our
winning track record of successful
accomplishment of client's goals -- with
maximum cost-efficiency. The functional design
and development process Phoenix Multimedia will
employ to produce this product will include
control points for review of work-in-progress.
We will make every effort to eliminate errors
from deliverables before shipment. Likewise,
detailed documentation of our work-in-progress
and project management reports will help
anticipate problems before they occur. Our
clients, therefore, effectively control content
integrity and costs, and meet their deadlines,
while maintaining overall product quality.
CONCLUSION Phoenix Multimedia, Inc. looks forward to
developing a Phase One of the Global eTutor
website, and subsequent projects.
If you have any questions about the information
contained in this document, please telephone
Mark Brown at (256) 464-6600 ext. 115.
<PAGE>
Development Schedule
Development Schedule 08/23/2000
<TABLE>
<CAPTION>
=====================================================================================================================
Activity Finish
Start Date Date
=====================================================================================================================
<S> <C> <C>
=====================================================================================================================
Kick-off Meeting 8/16/00 8/16/00
=====================================================================================================================
Hierarchy Review & Sign-Off Approval* 8/18/00 8/25/00
=====================================================================================================================
Delivery of all graphics by GET (includes obtaining necessary use permissions)* 8/28/00 8/28/00
=====================================================================================================================
Delivery of all text by GET (includes obtaining any necessary use permissions)* 9/4/00 9/4/00
=====================================================================================================================
Look & Feel Review 9/11/00 9/11/00
=====================================================================================================================
Look & Feel Finalization & GET Sign -off Approval* 9/11/00 9/15/00
=====================================================================================================================
Flash Presentation Kick-Off Meeting (PMM/GET Brainstorming Session)** 8/28/00 8/28/00
=====================================================================================================================
Flash Presentation Development** 8/28/00 9/23/00
=====================================================================================================================
Site Structure Programming 8/25/00 9/16/00
=====================================================================================================================
Database / Technical Programming 9/6/00 9/30/00
=====================================================================================================================
Integration 9/21/00 9/27/00
=====================================================================================================================
Testing & Upload 9/25/00 10/2/00
=====================================================================================================================
Delivery 10/2/00
=====================================================================================================================
</TABLE>
*Any delay in delivery of content and/or approval signatures will result in
extension of the timeline and delivery date.
Our review process includes up to two minor revisions per approval. Increased
revisions or change of mind may change the scope of work and cause additional
fees and timeline extension. Phoenix Multimedia will advise GET of such fees
prior to occurance.
** Phoenix Multimedia is being given artistic freedom in the design and
placement of these Flash presentations, and will base the development of these
presentations off of ideas generated in the PMM/GET Brainstorming Session.
Confidential --Phoenix Multimedia, Inc.
Created by: Angela Wessling
Email address: [email protected]
--------------------
<PAGE>
Debbie Ward
--------------------------------------------------------------------------------
From: "Gary Gardner' <[email protected]>
To: <[email protected]>
CC: "Mark R. Brown" <[email protected]>; "Angela Wessling"
<[email protected]>; "Cole Smith" <[email protected]>;
<[email protected]>
Sent: Tuesday, August 29,200O 4:18 PM
Subject: Global-e-tutor's Questions.
Ms. Ward:
Following is an attempt to answer the questions raised regarding the proposal
sent to Global-e-tutor, Inc by Phoenix Multimedia, Inc., dated August 23, 2000.
1) Regarding the use of code provision that is outlined on page 3 of the
proposal, we just want some more clarification on what that means in terms of
how we can and can't use the code according to the proposal.
As Cole Smith indicated the Web site will belong to Global-e-tutor, Inc. The
operating code (@Leap software) is proprietary to Phoenix Multimedia. Phoenix
is licensing the use of the code to Global-e-tutor, Inc.
2) Will the community elements including web based mail fall under Phase 1 at
all, or is it to be built later?
Phase one includes User registration to enter portal areas. Users will be
asked to enter a username and email address. This information will then be
stored in a database designed for Global eTutor. Once logged in to one portal
area, users who visit an additional portal area will be automatically
recognized so that they do not have to log in again. Phase one does not
include any other community elements.
3) Hosting cost according to the proposal is TBD. Is it possible to have some
kind of idea at this point and/or a cap?
This is a more difficult question as cost are tied to usage. A indicated by
Cole Smith the initial cost would be $139.00 per month and would be adjusted
based on monthly usage.
4) What kind of editing capabilities does GET or GET contractors have?
-We could give you dial-up access for your web developers to make text
changes, etc. to the web site. Your developers would maintain the text, etc.
Phoenix would maintain the db. Alternatively, we could offer a monthly fee and
hire some staff to maintain the site for Global-e.
5) If no community elements are built into Phase 1, what kind of access will
GET have to the database that holds the email, usernames, and passwords
customers put in the first time they visit the site? (We want to communicate
with them and ensure that the information they use remains the same for when
they officially register and we begin to collect more quantities of data.)
Global eTutor will be able to view their customer usernames and email
addresses via a browser-based administrative interface, Global eTutor will be
able to click on each email address to send email to the user (via the default
mail client for the workstation used to access Global eTutors admin area).
Global eTutor will be able to send email to all user at once as well (via the
default mail client for the workstation used to access Global eTutors admin
area).
6) Is the e-learning center, the main place on the site that GET and PMM will
co-brand in Phase 1?
YES, the elearning center will be the main place. However, "Site developed by
Phoenix Multimedia, Inc." will appear in fine print next to Global eTutor
copyright information throughout the site.
7) Will any banner ad place holders be built into Phase 1 such that once we
have certain advertisers, even if they come after
Phase 1 is built, we can still "plug them in" to the place holder?
This is the first mention of this need. We can build a placeholder into the
site template, however, Phase One does not include development of or placement
of banners throughout the site.
<PAGE>
I believe that it would be wise for our technical people to get together with
you and yours at some point. I understand that it is important to only have one
POC, but this would be more for helping our team stay up to date on the site as
its being built, plus, I believe that as we are aggregating content, we have
some great ideas that we can implement in the site that can really make it a
great showcase for both PMM and GET. Our technical experts will be much more
capable of presenting the content to you from a technical perspective than I
will. One suggestion is that we could do pre-scheduled meetings when we have
content we would like to aggregate in the site, especially if the content has
specific technology related issues as to why we are interested in showcasing it.
If you could just let me know your thoughts on this, I would appreciate it.
. The Idea with a SPOC is to receive input after it is finalized, having
gone through the company "decision-making" process.
. We could offer to conduct consultation sessions to help them make up
their mind, charge them for consultative sessions and project scoping,
and let them know it will impact the timeline.
. The aggressive development timeline for this project leaves no room for
adding additional technical requirements, consultation meetings, or
scoping outside the issued timeline and proposal.
. If their technical personnel have identified items "from a technical
perspective" that they would like to see in the site, great! We can
discuss building them into Phase Two.
. For Phase One, we are awaiting images and text content for each page.
Technical functionality will be developed only as specifically outlined
in the proposal.
. A brainstorming session is scheduled for Flash commercials.
