DIGITAL LEARNING
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>4
<FILENAME>v06486_ex10-4.txt
<TEXT>

                       MANAGEMENT AND OPERATIONS AGREEMENT

BACKGROUND

Whereas Digital Learning Management Corporation ("DLMC) is a Corporation which
provides post secondary adult education to the public;

Whereas Global Computer Systems, Inc. ("Global"), is a corporation duly licensed
to conduct post secondary education in California and operates a school under
the business name of Techconsults.net ("Techconsults") in the city of Irvine;

Whereas DLMC has agreed under an Agreement ("Stock Agreement") dated April 30,
2004, to purchase 100% of the outstanding stock of MCC from its Shareholders;


Whereas consummation of the Sock Agreement is that subject to approval of the
DLMC Board of Directors, the completion of satisfactory due diligence by DLMC of
the affairs of Global and the approval by the Bureau of Private Postsecondary
and Vocational Education of the change of control that will result from such
consummation: and


Whereas pending the consummation of the Stock Agreement, the parties wish to
ensure the continuing viability of Techconsults as going business and in order
to achieve this goal, DLMC has agreed and has advanced funds to Techconsults
pending the closing of the Stock Agreement and the parties to the Stock
Agreement have agreed that DLMC shall assume the management and operations of
Techconsults during the period pending such consummation of the Stock Agreement;

NOW THEREFORE the parties agree to the following terms and conditions.

TERMS


      (a)   Term of the Agreement.  This agreement  shall be for a period of six
            months  from  the  date  hereof  or  until  such  time as the  Stock
            Agreement is consummated, or is otherwise terminated under the terms
            of this Agreement, which ever of these conditions first occurs.


      (b)   Management  and  Operation.  DLMC will assume  complete and absolute
            control of all management and operation of Techconsults.net. Without
            limiting the  generality of this  provision  such  management  shall
            include  complete  control  of  the   Global/Techconsults.net   bank
            accounts,   accounts  receivables,   accounts  payables,   employees
            compensation,  marketing and other matters  necessary to operate the
            school as a viable going business.

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      (c)   Techconsults Rights and Responsibilites.

      i)    Techconsults  agrees to make its best  efforts  to  ensure  that all
            present  employees,  including  Khalid  Mahmood shall continue their
            employment  with  Tecconsults  and  continue  to  perform  all their
            present duties,  including the enrolment of students,  collection of
            fees, scheduling of classes,  maintaining accounting records and all
            administrative  functions.  Techconsults  shall notify all employees
            that DLMC has assumed  control of the  management  and operations of
            Techconsults  and that  they will be under the  direct  control  and
            supervision of DLMC appointed manager.

      ii)   Techconsults  agrees that in consideration  of the  responsibilities
            assumed by DLMC and funds advanced it hereby  irrevocably  assign to
            DLMC all the ownership rights in its Accounts  Receivables  existing
            at the time and arising after the effective date of this  Agreement,
            and agrees  immediately  to notify all its debtors in the manner and
            in the form requested by DLMC.

      iii)Techconsults represents that the schedules attached to Stock Agreement
            are true and correctly  reflect the information  contained  therein.
            Such schedules are the following;  1, Techconsults  Balance Sheet as
            of April 30, 2004; 2, MCC Profit and Loss  Statement as of April 30,
            2004;  3,  Schedule of Accounts  Receivables  as of April 30,  2004;
            4,Schedule of Accounts Payables as of April 30, 2004; 5, Schedule of
            Monthly  Commitments to Third Parties for contracted  obligations as
            of April 30, 2004;  6, Schedule of  obligations  owed to Federal and
            /or  State  Government  departments  for  income  taxes  as  well as
            deductions  made or  required  to be made  by law and  forwarded  to
            divisions of the Federal, State and local governments.

      (d)   DLMC Rights and responsibilities.

            i)    DLMC will be  responsible  for Overall  policy  decisions  and
                  agrees  to  appoint  one  of  its  employees  to  oversee  the
                  operation and supervision of the school.


            ii)   DLMC  agrees to  advance  funds to  Techconsults  for  working
                  capital

            iii). DLMC  will  make its best  efforts  to  collect  all  accounts
                  receivables  that are due to  techconsults at the time of this
                  Agreement.  As such  funds are  collected  DLMC shall have the
                  first  right to be repaid  the  monies  advanced  for  working
                  capital in  priority to any  payment to other  creditors.  All
                  sales and  receivables  arising  there from after  coming into
                  effect of this  Agreement  shall be the  property  of DLMC and
                  will be applied first to meet the financial needs of operating
                  the  school.   Any   surplus   remaining   after   payment  of
                  Techconsults  expenses and obligations  above will be retained
                  by DLMC as its management fee.

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            iv).  All sales made by  Techconsults  after September 1, 2004 shall
                  become the  property  of DLMC.  Such sales will be invoiced by
                  Techconsults  and  assigned to DLMC.  All  receipts  from such
                  sales and receivables  arising from such sales will be paid to
                  DLMC.  DLMC agrees to invoice  Techconsults in a monthly basis
                  in an amount equivalent to the sales made by Techconsults. All
                  receipts from such sales shall be paid over to DLMC.  DLMC for
                  its  part  agrees  that it will it will pay all  expenses  for
                  operating  Techconsults,  including all items listed

            v).   It is  understood  that for  undertaking  the  management  and
                  funding obligations hereunder DLMC shall be entitled to retain
                  all profits derived from  Techconsults'  operations during the
                  period pending closing of the Stock Agreement.

      (e)   Action  to  Implement.  Techconsults  agrees  to take all  corporate
            action  necessary to  implement  the terms of this  Agreement.  Such
            action shall  include;  (1) consent of the Board of Directors to the
            adoption  of  this  Agreement;   (2)  election  of  DLMC  designated
            individuals to the Board of Directors;  (3) appointment by the Board
            of Directors of a Chief  Financial  Officer  designated by DLMC with
            full and sole powers to manage the financial affairs of Techconsults
            and; (4)  adoption of a bank  resolution  authorizing  who ever DLMC
            designates  to be the  only  signatories  for the  operation  of all
            Techconsults' bank accounts.

      (f)   Mutual Idemnification.  Each party agrees that it will indemnify and
            hold harmless the other party, its officers, directors,  controlling
            persons,   agents  and  employees  from  losses,  claims,   damages,
            liabilities or expenses,  and any action in respect thereof to which
            any such  person  may  become  subject,  due to or arise  out of any
            breach or failure to perform any commitment  under the terms of this
            Agreement.

      (g)   Successors and Assigns. Neither party shall have the right to assign
            any of the burdens or benefits of this Agreement to a third party.

      (h)   Cancellation  of  Agreement.  DLMC  shall the  right to  cancel  and
            terminate  this agreement with a 15 day written notice to Mr. Khalid
            Mahmood  if in the  operation  of the school it  discovers  that the
            information provided in the schedules to the Stock Agreement are are
            incorrect.  In the event of such premature  cancellation all parties
            agree that they will  cooperate  and execute any  documents  or take
            such  other  action as may be  necessary  to permit  the  parties to
            return to their pre-Agreement positions.  Such action shall include;
            (1)  an  accounting  of  monies  received  and  disbursed  and;  (2)
            submission  of   resignations   to  elected  or  appointed   offices
            effectuated  pursuant to the  requirements  of this  Agreement.  Any
            losses  sustained  by  DLMC as a  result  of  incorrect  information
            supplied in the schedules shall be repaid to DLMC by Techconsults.

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      (i)   BPPVE Standards.  Each of the parties agrees to use its best efforts
            to  perform  its  obligations   hereunder  in  accordance  with  all
            applicable  accreditation  standards  of the Bureau of  Private  and
            Postsecondary Vocational Education.

      (j)   Temporary  Arrangement.  Each party acknowledges that this Agreement
            is a  transitional  arrangement  pending  approval  by  BPPVE to the
            change  of  ownership  in  techconsuts  under  the  Stock  Agreement
            heretofore  described.  If the Stock  Agreement  is not  consummated
            within thirty days after  approval of such change has been received,
            then  this  Agreement  shall be  cancelled  pursuant  to the  manner
            designated in paragraph (h) above.

      (k)   Dispute  Resolution.  Parties agree that any disputes arising out of
            or  relating  to  this  Agreement   shall  be  resolved  by  binding
            arbitration by a single  arbitrator  appointed  under the commercial
            arbitration rules of the American Arbitration Association. The venue
            of such arbitration shall be County of Orange.

      (l)   General  Power  of  Attorney

            By executing  this  agreement  Global  Computer  Systems,  Inc., dba
Techconsults.net  hereby  grants to Digital  Learning  Management  Corporation a
general  power of  attorney  to sign on its  behalf  to give  effect  to all the
provisions of this Agreement on its behalf.

IN WITNESS  WHEREOF,  the parties have executed this  Agreement  effective as of
September 1, 2004.

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--------------------------------                    ----------------------------
Signature                                           Signature:


Umesh Patel                                         Khalid Mahmood
Vice President                                      President and CEO
DLMC                                                Global computer Systems, Inc
Torrance, California                                Irvine, California


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