EXHIBIT 10.12
                              PROJECT FEE AGREEMENT
                                       FOR
                                GlobaleTutor.com

This Agreement is between GlobaleTutor.com (Client) and 360 thinc ltd.,
(Agency).

Your signature on this agreement will confirm your acceptance of the following
terms of service and your appointment of Agency to perform certain and specific
marketing related services.

Agency shall develop a blueprint for your marketing & communications program.
Upon approval of this project fee agreement, Client will pay Agency a fee of
$95,000. This fee will be paid in cash (two installments, with the first half
due with approval of this project fee agreement, and final payment due 60 days
from the signed agreement). 360's Project Development's process includes the
following:

The fee will cover:
1.       Management time for the following 360 team members:

         - Agency Principals
         - Creative Director
         - Director of Consumer Strategy
         - Promotions Director
         - Client Manager
         - Project Coordinator
         - Creative Concepting Teams
         - Traffic Manager
         - Support Staff

2. Project development:

         - Conduct secondary usage and attitude research as required, but
           subject to expense approval
         - Develop overall strategic direction
         - Formulate positioning platform
         - Define target segments
         - Formulate opportunities to bundle consumer benefits
         - Develop creative platform
         - Develop media approach
         - Develop promotional platform
         - Construct budget allocation analysis

3.       Marketing Blueprint:

         - Discovery Overview
         - Development Overview
         - Opportunities Review
         - Strategic Conclusions
         - Positioning Summary
         - Targeting Rationale
         - Program and Creative Concepts
         - Tactical Approach
         - Promotional Approach





         - Media Plan Recommendations
         - Budget Allocations
         - Implementation Timetable
         - Pro Forma Business Rationale

The Blueprint will focus on developing a corporate partnership program; a
well-defined plan to establish, grow and promote relationships with key targets.

This does not include time for our Research and Discovery Phase. Client will
provide to Agency all previous research prepared by Cohn & Wolfe.

This project fee does not include fee to implement program, promotion execution,
production supervision, production preparation (final layouts and mechanical),
production estimating, copywriting or any production work. It also does not
include media placement. Once client has approved a concept for production,
Agency will present a project fee to manage the process.

Client agrees to pay Agency for all reasonable and out-of-pocket costs such as
research (if approved), overnight delivery or courier services, long distance
phone, long distance FAX, four color output, color copies, local mileage and
travel costs. Agency will bill these expenses at net cost. These invoices are
due within 30 days of receipt.

The ideas and/or concepts prepared by Agency for Client as well as any
production of materials pertaining thereto, which are presented to Client, shall
constitute the Agency's property until fee and all miscellaneous expenses are
paid in full.

For any breach of this Agreement by Client, Client agrees to pay Agency's
reasonable fee for any further use of the ideas and/or concepts prepared by
Agency for Client. Furthermore, once Client has breached this Agreement, Client
promises not to utilize any ideas, concepts or materials presented by Agency
without Agency's prior express permission, unless previously paid for by Client.

In the event that a legal action or proceeding is initiated by either party to
enforce this contract, the prevailing party shall be entitled to receive the
reasonable attorney's fees, costs, AND expenses incurred in connection with the
action or proceeding to enforce this contract.

Agency agrees to exercise our best judgment in the preparation of all
advertising, publicity and marketing materials for Client, with a non-lawyer's
view to avoiding claims, proceedings, or suits being made or instituted against
Agency or Client. It is mutually agreed, however, that except for negligence of
Agency, Client will indemnify Agency against any loss Agency may incur as the
result of any claim, suit, or proceeding made or brought against Agency based
upon any advertising or publicity that Agency prepared for Client and that
Client approved before its publication or broadcast. Agency agrees to give
Client prompt notice and sole control of the defense of any such claim, suit or
proceeding. With regard to any such claim, suit or proceeding made or brought
against Client attributable to the negligence or any improper actions of Agency
which subjects Client to any liability (regardless of whether Client has
approved any advertising or publicity that Agency has prepared before the
publication or broadcast of such advertising or publicity), Agent will indemnify
Client against any loss Client may incur as the result of any claim, suit or
proceeding made or brought against Client based upon any such advertising or
publicity Client shall give Agency prompt notice and sole control of the defense
of any such claim, suit or proceeding. The provisions of this paragraph shall
survive any termination of this Agreement.




Client may, in connection with this Agreement, disclose or make available for
inspection and use by Agency certain information relating directly or indirectly
to Client's business, including but not limited to sales data, marketing
programs and concepts, and internal procedures (collectively, the "Confidential
Information"). Agency agrees that during the term of this Agreement, and a
period not to exceed one year beyond this agreement, it shall keep all
Confidential Information in strict confidence, that it shall use the
Confidential Information only for purposes of performing its obligations
hereunder and that it shall only disclose the Confidential Information to those
of its employees with a need to know and who have agreed to keep the
Confidential Information confidential. Agency agrees that Client retains all
right, title and interest in and to the Confidential Information.

Client acknowledges that, in the course of its engagement with Agency, it will
learn about the Agency's business and its employees and will develop working
relationships with such employees. Client acknowledges the time and effort
Agency has spent to train and develop its employees. Therefore, during the term
of Client's engagement with Agency, and for a period of eighteen (18) months
following termination of such engagement for any reason, Client agrees not to
hire any employee of Agency or to solicit or in any manner encourage any such
employee to leave his or her employment with Agency. This restriction is limited
to employees of Agency with which Client had contact during the one-year period
immediately preceding the termination of Client's engagement with Agency.

This agreement will be governed by Georgia law, and will not be construed as
establishing a joint venture. Waiver of any breach will not be construed as a
waiver of any subsequent breach. If any paragraph is held unenforceable the
remainder of the agreement is enforceable.

AGREED TO AND ACCEPTED BY:

GlobaleTutor.com                                     360, INC.
Tom McMurrian

By: /s/ Tom McMurrian                                By: /s/ Mark Goldman
Title: President                                     Title: President
Date: 1-10-00                                        Date: 1-7-00