EXHIBIT 10.22

                                    PREAMBLE

      Agreement made this 28th day of February,  2004, by and between  INTERBORO
INSTITUTE, INC., 450 West 56th Street, New York, New York 10019 ( the "Employer"
or the "Company") and OPEIU LOCAL 153, AFL-CIO,  265 West 14th Street, New York,
New York 10011,  (the "Union" or "Local  153") acting by and through  their duly
authorized agents. The parties hereby agree as follows:

                                    ARTICLE I

                                   RECOGNITION

      Section 1. The  Employer  recognizes  the Union as the sole and  exclusive
bargaining agent of all regular and full time clerical  employees working at the
following sites:

                  450 West 56th Street, New York, New York;
                  254 West 54th Street, New York, New York;
                  260 Audubon Avenue, New York, New York;
                  135-27 Avenue, Flushing, New York; and
                  53  South Broadway, Yonkers, New York.

         Section 2. The titles included are listed in Appendix 1.

      Section 3. In the event that the  Company  opens any new  campuses  in the
five  (5)  Boroughs  of New  York  City or in  Nassau,  Suffolk  or  Westchester
counties, the Employer agrees to recognize Local 153 as the exclusive bargaining
agent of the employees in the same job  classifications  listed above in Article
1,  Section 2, in the event that the new campus is an  accretion to the existing
bargaining unit. In the event the new campus is not an accretion, then Interboro
will remain neutral in the event that Local 153 seeks to represent the employees
at the new location in the job  classifications  listed in Article 1, Section 2,
and the Employer will not deny Local 153  reasonable  access to its premises for
the purpose of explaining the benefits of union  representation,  and soliciting
support  (including  asking  employees to sign union  authorization  cards) from
employees working in the job classifications listed in Article 1, Section 2. The
Union  commits that it will not solicit  support  from or  otherwise  attempt to
unionize employees in any other job classification.

      In the event  that  Local  153  becomes  the  majority  representative  of
employees at a new location,  the Employer  agrees that this  existing  contract
shall apply to those new locations.

      Section 4. For the purposes of this agreement,  the following  definitions
apply:

      Full time  employee  -  Employee  scheduled  to work at least 35 hours per
week.

      Regular scheduled part time employee - Employee scheduled to work at least
      25 but fewer than 35 hours per week.

<PAGE>

      Part Time - Employee scheduled to work less than 25 hours per week.

                                   ARTICLE II

                                    CHECK-OFF

      Section 1. Upon receipt of written  authorization  from an  employee,  the
Company  agrees  that it will,  during the full term of this  Agreement,  or any
renewal or extension  thereof,  deduct from that  employee's pay each pay period
the Union  dues and  initiation  fees,  in such  amount as may be affixed by the
Union,  starting not earlier than the first pay period  following the completion
of the employee's first thirty-one (31) calendar days of employment. The Company
agrees to transmit such sums to the Union no later than the 20th calendar day in
the month following the month in which the sums are collected.

      Section  2. The Union  agrees to  furnish  the  Company  evidence  of each
employee's  authorization directing and allowing the Employer to make deductions
for union dues and initiation fees. The written  authorization shall continue in
effect for one year from the execution  thereof or until the termination of this
Agreement,  whichever  occurs  sooner.  Thereafter  the  authorization  shall be
automatically renewed for successive one year periods.

      Section 3. The  Employer  shall be relieved  from  making  such  check-off
deduction upon:

      (1)   separation from employment;
      (2)   transfer to a job outside the bargaining unit;
      (3)   layoff from work;
      (4)   an agreed leave of absence;
      (5)   resignation from the Union.

      The Employer shall resume such check-off  deduction if a laid off employee
or an employee on an agreed leave of absence returns to work.

                                   ARTICLE III

                                 UNION SECURITY

      Section 1. The  Employer  agrees  that all  employees  covered  under this
Agreement  shall,  as a condition of employment,  thirty-one  (31) days from the
execution  of this  Agreement,  become and  remain  members of the Union in good
standing.

      Section 2. The Employer agrees that all new employees hired  subsequent to
the  effective  date  of this  Agreement  shall,  as  condition  of  employment,
thirty-one  (31) days from the date of employment,  become and remain members of
the Union in good standing.


                                       2
<PAGE>


      Section 3. The  Employer  agrees to supply  the union with the name,  sex,
date of  birth,  social  security  number,  address,  salary,  date  of  hiring,
classification  of employees covered by this Agreement once every six (6) months
during the life of this agreement.  In addition,  the Employer shall provide the
Union  with the same  information  for any new  employee  to be  covered by this
Agreement.

                                   ARTICLE IV

                          UNION STEWARDS AND VISITATION

      Section 1. The Employer  will  recognize  one (1) shop steward and one (1)
assistant  shop steward at each  location.  The Union may designate one (1) shop
steward as Chief Shop Steward.  The Chief Shop Steward will have  superseniority
for the purpose of layoffs  only,  provided  that the  operational  needs of the
Company can be met.

      Section 2. The Union will  notify the  Employer  in writing of the name of
the shop stewards,  assistant shop stewards, Chief Shop Steward, and any outside
Union  representative  authorized to administer  this Agreement on behalf of the
Union.

      Section 3. An authorized  representative of the Union shall have access to
the work sites covered by this Agreement at a mutually  convenient  time, on two
(2) days'  advance  notification  to the Vice  President of  Administration,  or
his/her designee, for the purpose of ascertaining whether the conditions of this
Agreement  are being  observed.  Such visits  only may be for a purpose  that is
directly  related  to the  administration  of  this  Agreement,  and  shall  not
interfere   with  Company   services  in  any  way;   nor  may  the   authorized
representative  of the Union meet with any  employee  while that  employee is on
duty without the express  permission of the Vice President of  Administration or
his/her designee.

                                    ARTICLE V

                              UNION BULLETIN BOARD

      The  Company  shall  provide a  bulletin  board for the  posting  of union
notices at the following locations:

      1.    Break Room at 450 West 56th Street.
      2.    By the time clock in Flushing.
      3.    By the time clock in Washington Heights.
      4.    In the photocopy area at 54th Street
      5.    In a mutually agreed  appropriate  location in any new facility that
            becomes part of the bargaining unit.



                                       3
<PAGE>



      The  notices  may  relate to  meetings,  dues,  entertainment,  health and
safety, and general union activities,  provided that such notices do not contain
express or implied criticism of the Company or any manager or any other employee
of the Company, and shall not contain calls to action. The bulletin boards shall
be under lock and key,  and both  management  and the  steward at each  location
shall have a key.  The Company may remove any notice it deems to be in violation
of this provision, and, if the Union disagrees, it may file a grievance and take
the matter to arbitration if it cannot be resolved.

                                   ARTICLE VI

                             PROBATIONARY EMPLOYEES

      Section 1. All newly hired employees shall be considered  probationary and
on a trial basis for a period of ninety (90) days from the date of hire.

      Section 2.  During the term of the  probationary  period,  such  employees
shall be entitled to all rights and  privileges of this  Agreement,  except with
respect to  discharge  and other  forms of  discipline.  Such  employees  may be
terminated  at any time during their  probationary  period  without any recourse
whatsoever.  After the completion of the probationary period, seniority shall be
effective as of the original date of employment.

                                   ARTICLE VII

                           HOURS OF WORK AND OVERTIME

      Section  1. The  normal  work week for full time  employees  is  presently
thirty-five  (35) hours per week.  These  employees  will be permitted a one (1)
hour meal  period per day  (without  pay).  Employees  (full time and part time)
shall  receive  a  fifteen  (15)  minute  break  with  pay,   staggered   within
departments, for each three (3) hours of work.

      Section 2. The normal  work week,  including  but not limited to hours per
week,  hours of work per day,  starting and ending times of shifts and length of
shifts, and any changes to the foregoing, shall be set at the sole discretion of
the  Employer,  subject  to the  procedures  set forth  below.  The fact that an
employee  works a particular  number of hours or days or on a  particular  shift
shall be no guarantee that such practice shall continue.


                                       4
<PAGE>


      Section 3. The Employer  will  establish  the hours of operation  for each
semester.  Employees  will  then be  permitted  to  submit a  proposed  schedule
(approximately  3 weeks  before the  beginning  of the  semester).  The Employer
agrees to review those  preferences  and set the employees'  work schedule.  The
Employer  will advise the  employees  of the  schedule at least two (2) weeks in
advance,  unless  there is an  emergency  or  unforeseen  circumstances.  If the
Employer  makes changes to the  foregoing,  it will endeavor to give  reasonable
notice  in  the  circumstances  to  employees  affected  by  any  such  changes.
Management's  final decision  concerning  the  scheduling of employees  shall be
based  upon  the  needs  of  the  business  and  not  upon  arbitrary   reasons.
Notwithstanding  the  foregoing,   during  registration   Interboro  may  modify
schedules in accordance  with the needs of the  business,  as it has done in the
past.  Work  schedules,   and  changes  thereto,  shall  be  grievable  but  not
arbitrable.

      Section 4. Nothing  shall  prohibit the Employer from hiring new employees
and requiring  them to work Saturday as a regular day of work. In the event that
Saturday is a work day the  Employer  shall  endeavor to use its best efforts to
provide  two (2)  consecutive  days off,  if the  employee  is  required to work
Saturday as a regular day of work.

      Section 5. In the event that  Saturday  is to be a regular day of work and
no new employee is hired,  the  Employer  agrees to solicit  volunteers  to work
Saturday.  The  Employer  agrees that if all the  employees  in the affected job
title agree to rotate the Saturday  work,  that that will be approved.  The only
limitation,  on  Saturday,  is that the  Employer  has the  right to  reject  an
employee  who has less than two (2) years of service,  and,  if the  employee is
working  alone,  to require that the employee have a good or better  evaluation,
with a very good rating in professionalism  and independence.  In the event that
there are no  volunteers,  then the Employer  may schedule  employees to work on
Saturday based upon the needs of the business

      Section 6. Employees  shall be entitled to time and one-half for all hours
worked  over 40 in a week.  The  Employer  will  endeavor to give two (2) hours'
notice,  or,  where the Employer is not  reasonably  able to give two (2) hours'
notice, notice that is reasonable in the circumstances, to employees required to
work past their normal quitting time, except during registration periods.

      Section 7. The work year (i.e.,  the academic year) commences on September
1 and ends August 31.


                                       5
<PAGE>


                                  ARTICLE VIII

                                      WAGES

      Section 1. All employees  shall  receive a three (3%) percent,  across the
board increase, effective September 1, 2003, 2004 and 2005.

      The across the board  increases  will be increased  if certain  enrollment
increases (i.e., the number of students  enrolled in the school after the purge,
including new admits and returning students) are achieved, as follows:


        ENROLLMENT INCREASE    ADDITIONAL WAGE INCREASE      TOTAL WAGE INCREASE
        -------------------    ------------------------      -------------------

            15% or more                 .25%                       3.25%

            20% or more                 .75%                       3.75%

            30% or more                 1.5%                       4.5%


      Section 2. In addition to the wages set forth  above,  employees  shall be
eligible for merit pay  increases  effective  September 1, 2003,  2004 and 2005,
which shall be paid from a merit-pool, as follows:


         ENROLLMENT INCREASE                MERIT POOL
         -------------------                ----------

         15% or more                        .25%

         20% or more                        .75% (total pool of 1%)

         30% or more                        .50% (total pool of 1.5%)


                                       6
<PAGE>



      The above  merit  pools shall be the  applicable  percentage  of the total
bargaining unit payroll for employees eligible for an increase (i.e.,  excluding
new hires who are not yet due an increase).  The entire amount of the pool shall
be spent whether or not 100% of the employees  qualify for a merit increase.  In
order to be eligible for a merit  increase,  an employee must receive an overall
very good in the annual  formal  evaluation.  A minimum of 40% of the  employees
will share in this merit pool.  If 40% of the  employees  do not qualify for the
merit  pool,  then  management  will  select  the  employees  with the next best
evaluations to reach the 40% minimum.  All employees will be evaluated twice per
year, once formally, and once less formally. The formal evaluation shall include
a section on goals and  objectives.  The less formal  evaluation  may just be an
oral evaluation, followed by a confirmatory letter.

      Section 3. The  calculation of the enrollment  increases for 2003 shall be
based on a comparison of Fall 2003 enrollment with Fall 2002 enrollment. For the
2004  increases,  and  thereafter,  enrollment  increases shall be calculated by
comparing the enrollment for the three  semesters  ending with the Fall semester
with the three semesters ending with the Fall semester of the preceding year.

      Section  4.  Nothing  herein  shall  preclude  the  Employer,  in its sole
discretion,   from  making   additional  wage   adjustments  to  eliminate  wage
inequities, or to reward particularly meritorious work with additional bonuses.

      Section 5. All employees shall be paid bi-weekly on alternate Fridays. The
payroll week begins on Wednesday and ends the following Tuesday.

                                   ARTICLE IX

                                    HOLIDAYS

      Section 1. All full time and regularly scheduled part time employees shall
be entitled to twelve (12) holidays off with pay. Those holidays are as follows:


            Day before New Year's Day
            New Year's Day
            Martin Luther King Day
            President's Day observed
            Memorial Day observed
            Independence Day
            Labor Day
            Columbus Day observed
            Thanksgiving Day
            Day after Thanksgiving Day
            Day before Christmas Day
            Christmas Day
            Presidential Election Day (once every 4 years)


                                       7
<PAGE>

      Section 2. Any employee  required to work on an Employer  observed holiday
will be  granted  an  additional  holiday  which  must be taken  during the same
academic year (September 1 through August 31).

      Section 3. In order to be paid for the  holiday,  full time and  regularly
scheduled part time employees must be scheduled on the holiday as a work day and
such pay will be based upon the number of hours that would have been worked.

      Section 4. In order to be eligible for holiday pay, the employee must work
the day before and the day after the  holiday,  unless the  employee  supplies a
medical note or is excused by the Employer.

      The parties agree that they shall meet before  October 1, each year to set
(or change) the holiday  schedule for the  academic  year.  Absent  agreement to
modify the holiday  schedule,  the holidays  listed in Section 1 of this article
will  apply.  Any  holidays  listed in  Section 1 of this  article  falling on a
Saturday or Sunday shall be observed on Friday or Monday respectively.

                                    ARTICLE X

                                    VACATION

      Section  1. Full time and  regularly  scheduled  part time  employees  are
entitled  to  vacation  time off with pay  based  upon  length of  service.  All
vacation days must be requested and approved (in writing) in advance.

      Section 2. Full time  employees are entitled to vacation time off with pay
based upon full months of service, as follows:

FULL TIME EMPLOYEES

YEARS OF                   DAYS OF                   ACCRUED
SERVICE                    VACATION                  AT
-------                    --------                  -------

> 90 days                  0 to 10                   .83/MO

>3 years                   15                        1.25/MO

>10 years                  20                        1.67/MO


      Section 3. Regularly  scheduled  part time employees  shall accrue at half
the above rates after 1,000 hours.  Employees  who leave the employ of Interboro
for any reason will be entitled to be paid for accrued but unused  vacation days
only if two (2) week's notice is provided.


                                       8
<PAGE>


      Section 4.  Vacations  are to be  scheduled  on the basis of the  Employer
requirements subject to the approval of the employee's supervisor.  The Employer
expects all employees to use all vacation  time by August 31st.  Two (2) days of
vacation may be carried over into the next academic year. No employee may accrue
more  total  vacation  days than  specified  in the chart set forth in Section 2
above.

      Section 5. If an  officially  observed  holiday falls during an employee's
vacation, that day will not be charged as vacation day(s).

      Section  6.  Vacation  pay is  calculated  on the  basis of an  employee's
regular rate of pay and workweek in effect at the time the vacation is taken.

      Section 7.  Payment in lieu of  vacation  not taken will not be  permitted
except in case of termination, retirement or death of the employee.

                                   ARTICLE XI

                         MISCELLANEOUS EMPLOYEE BENEFITS

SECTION 1.  SHORT TERM DISABILITY

      The Employer  shall provide short term  disability in accordance  with the
law to  employees  in case of  non-occupational  illness or injury that  extends
beyond a fixed number of consecutive work days.

      A short term disability exists when an employee is absent from work due to
illness/injury  and is under  the care of a  physician  for a period of five (5)
consecutive work days or more. The office of Human resources must be notified of
all absences of five (5) or more working days.

      For the purposes of a short term  disability  absence,  employees  covered
under the Employer's  plan will be entitled to receive  one-half (1/2) salary up
to the  then  current  maximum  under  the New York  State  Disability  Law,  as
calculated by the disability carrier in its sole, unreviewable discretion, for a
period of up to twenty-six (26) weeks upon evidence for such illness/injury.

      All short term  disability  absences  must be  verified  in writing by the
attending  physician  at the  beginning  of the leave.  Upon  return to work,  a
physician note must be presented to the Human Resources office,  certifying that
the  employee is fit to return to work,  or else the  employee may not return to
work.

      Employees'  Group  Insurance  coverage  on short term  disability  will be
continued  for the  employee  and the  employee's  eligible  dependents  for the
duration of short term  disability  as if the employee  was active at work.  The
employee  must  continue  to pay the  employee's  share  during  the short  term
disability.



                                       9
<PAGE>


SECTION 2. GROUP LIFE INSURANCE FULL TIME

      Full time  employees are eligible for a life  insurance  policy at no cost
after ninety (90) days of employment. The amount of the insurance is $5,000.

SECTION 3. LEAVES OF ABSENCE

      The Employer will consider  personal  leaves of absence  without pay under
certain exceptional circumstances based upon the needs of the Employer. Approved
personal leaves of absence without pay shall be for a maximum duration of thirty
(30) days.

SECTION 4. TUITION REIMBURSEMENT

      It is the Employer's policy to provide  educational  opportunities for its
employees.  Tuition  reimbursement is available to full time employees beginning
their first complete semester after an employee's ninety (90) day anniversary of
employment.  Employees  must submit their  requests in advance of the  semester.
Full time employees are eligible for tuition  reimbursement that is equal to the
cost of six (6) credits during each of two (2) semesters for an academic year at
the current  applicable  state rate charged by the City  University of New York.
The employees may elect any institution of higher learning. The institution must
be one that is  accredited  for  programs  registered  by the New York  Board of
Regents.  Tuition will be paid once the office of Human Resources receives proof
of payment and passing the course.

      Full time  employees are eligible for tuition  remission for up to two (2)
courses,  two (2) semesters per year, at Interboro  following the  completion of
the employee's  probationary period. Spouses and children of full time employees
are eligible for tuition  remission  for full time study at Interboro  following
the  completion  of the  employee's  probationary  period.  For  those  students
receiving remission, students are responsible for all fees.

SECTION 5. OPTICAL BENEFITS

      The Employer shall continue to cover employees under the optical  benefits
plan in effect for the Company's employees  generally,  and under the plan as it
may be modified from time to time.



                                       10
<PAGE>

                                   ARTICLE XII

                                     PENSION

      Section 1. The Employer  shall  continue the  participation  of bargaining
unit members in its 401(k) plan, the terms of which the Employer may change,  at
its discretion.  Any such change by the employer shall not adversely  affect the
eligibility,  vesting, matching as set forth below in this Section 1, and/or the
administrative  cost  allocation.  Subject  to any caps set forth in the  401(k)
plan: For the period  September 1 through  December 31, 2003, the Employer shall
match  fifteen  (15%)  percent of the  employee's  contribution.  For the period
January 1 through December 31, 2004, the Employer shall match  twenty-five (25%)
percent  of the  employee's  contribution.  For the  periods  January  1 through
December  31,  2005 and 2006,  the  Employer  shall match at a minimum of twenty
(20%)  percent.  In the event that the student  enrollment  for calendar 2004 is
fifteen  (15%)  percent  greater  than the  enrollment  for calendar  2003,  the
Employer  agrees to  increase  the match to  twenty-five  (25%)  percent  of the
employee's  contribution for 2005. In the event that the student  enrollment for
calendar 2005 is fifteen (15%) percent  greater than the enrollment for calendar
2004, the Employer agrees to increase the match to twenty-five  (25%) percent of
the employee's contribution for 2006.

      The  Employer  shall  make the  comparison  between  the 2004 and the 2003
enrollment, and between the 2005 and the 2004 enrollment, by the end of November
2004 and 2005  respectively.  It shall promptly  advise the Union of the results
and if the enrollment  does not increase by fifteen (15%) percent,  the Employer
shall supply the Union the  necessary  documentation  to confirm the  Employer's
calculation.

                                  ARTICLE XIII

                                  PERSONAL DAYS

      Section 1. All full time employees are entitled to three (3) personal days
per year for the academic year (prorated  based upon the employee's  start date)
after ninety (90) days of  employment.  Unused  personal days may not be carried
over to the next academic year. Upon termination, employees will not be paid for
personal  days not taken.  The Employer  recognizes  that  personal  reasons may
necessitate an employee's absence from work.

                                   ARTICLE XIV

                                   SICK LEAVE

      Section  1. Sick  leave  days are  intended  to cover  circumstances  when
illness  prevents an employee from  reporting to work. If an employee is out for
more than two days,  medical  documentation of the condition must be provided to
the office of Human  Resources.  Employees are  encouraged not to use sick leave
casually, they should be saved for bona fide illnesses.


                                       11
<PAGE>

      Section 2. If an employee is  hospitalized  in  conjunction  with vacation
leave,  medical  documentation of illness must be provided.  In that event, sick
leave and not  vacation  leave will be charged  provided  that the  employee has
sufficient sick leave available.

      Section 3. Full time  employees  are  entitled  to seven (7) sick days per
academic year (prorated  based upon the employee's  start date) after 90 days of
employment. Sick days are granted for a one (1) year period commencing September
1st of each year.  Up to fifteen  (15)  unused  sick days may be banked into the
following academic year.

      Section 4.  Regularly  scheduled  Part time employees are entitled to five
(5)  sick  days  per  year.  Sick  days are  granted  for a one (1) year  period
commencing  September  1st of each year. Up to three (3) unused sick days may be
carried over into the following academic year.

      Section 5.  Employees,  who abuse the sick leave policy (for  example,  by
continually  taking Friday and Monday  absences  without proper  documentation),
will be subject to discipline up to and including discharge.

      Section 6.  Employees  may not exceed the  allotted  sick leave days in an
academic  year.  Those who do will not  receive pay for any  additional  days of
absence,  except for short-term disability,  and may be subject to discipline up
to and including discharge.

      Section  7.  Sick  days are  provided  for the  illness  or  injury of the
employee  only and may not be used to  attend to family  members  or  relatives,
except as is provided for by Family Medical Leave Act (FMLA).

      Section  8.  Unused  sick days are not  compensable  upon  termination  of
employment, or for any other reason.

                                   ARTICLE XV

                       GRIEVANCE MACHINERY AND ARBITRATION

      Section  1. A  grievance  shall  mean  any  dispute  between  the  parties
involving the interpretation or application of this Agreement.

      Section 2. An aggrieved  employee shall present a grievance at Step 1. The
Union or the Employer  shall present a grievance in Step 3;  provided,  however,
that there shall be a twelve (12) month limitation for a grievance alleging that
any employee did not receive the correct wages.



                                       12
<PAGE>


      Section 3. The steps shall be as follows:

      Step 1. The employee and a shop steward shall take up the  grievance  with
the immediate  supervisor  within ten (10) working days of the event-giving rise
to the  grievance.  Such  supervisor  shall  respond in writing to the grievance
within  ten  (10)  days of such  meeting.  In the  event  the  grievance  is not
satisfactorily  adjusted,  the  grievance  shall  move to Step 2 within ten (10)
working days of the supervisor's written response.

      Step 2. The chief steward will discuss the grievance  with the head of the
department  involved or the designee of the Company.  Such discussions shall not
occur during the chief  steward's  work day without the permission of his or her
supervisor.  Such person shall  respond to the  grievance in writing  within ten
(10) days of such  meeting.  In the event the  grievance  is not  satisfactorily
adjusted, the grievance shall move to Step 3 within ten (10) working days of the
written response.

      Step 3.  The  Union  Business  Representative  and the Vice  President  of
Administration  or another designee shall meet to discuss the grievance.  In the
event the grievance is not  satisfactorily  adjusted within fifteen (15) working
days after such meeting, the grievance may be taken to arbitration by either the
Union or the Employer.

      Step 4. Any grievance,  which had not been resolved in accordance with the
terms and  conditions  of this  Agreement  may be  referred  by the Union or the
Employer to an arbitrator selected in accordance with the then current Voluntary
Labor Arbitration Rules of the American Arbitration Association.

      All  grievances  and  answers to  grievances  as  provided  herein must be
submitted in writing to the  appropriate  parties at each step in the  grievance
procedure.

      Subject to the ten (10) working day time limit for the initial filing of a
grievance  set forth in Step 1, in the event  that  either  party is  seeking to
initiate the grievance at Step 3, that party shall notify the other party of its
intention to do so. A meeting will be conducted as soon as practical,  but in no
event later than ten (10) days after a discharge.

      If, in any of the foregoing steps,  either the Union or the Employer shall
fail to carry out the procedures involved,  the other party may take the dispute
directly to arbitration.

      Section 4. The decision of the Arbitrator  shall be final and binding upon
the  parties  hereto  and all  fees and  expenses  of the  American  Arbitration
Association and the Arbitrator shall be borne equally by the parties.

      Section 5. The Chief Shop Steward  shall attend all  arbitration  hearings
without loss of pay.


                                       13
<PAGE>


      Section 6.  Employees  who  believe  they may have a  grievance  under the
collective  bargaining  agreement will make every  reasonable  effort to discuss
such  grievances  with their shop steward during  non-working  time for both the
steward  and the  employee.  Where  this is not  possible,  a  steward  or other
bargaining  unit member may request that such a  discussion  take place during a
time when the steward  and/or other  employee is not on working  time.  Provided
that such a request  can be granted  without  causing a  disruption  in the work
place,  such requests shall not be unreasonably  denied.  Such requests shall be
made to the Vice President for Administration or his designee.

                                   ARTICLE XVI

                                MANAGEMENT RIGHTS

      Section 1. It is expressly understood and agreed that the Employer retains
all rights,  power, and authority not specifically  delegated or abridged by the
express provisions of this Agreement.  The Union's and the employees' rights are
set forth only in the provisions of this Agreement,  and all other powers reside
in management.  Included in management's rights, but not limited thereto, is its
right to manage the  College,  to hire,  discipline  (including  suspension  and
demotion)  or  discharge  for  violations  of  the  Employee  Manual,  including
violations  of the  General  Rules of  Conduct,  or for  other  just  cause,  to
determine methods or means of operating its business,  to promulgate,  implement
and require  adherence to rules and  regulations  relating to the conduct of its
employees  (including a dress code) as it considers  necessary or advisable  for
the efficient  performance of its business,  including a substance  abuse policy
and productivity  standards,  and to discipline (up to and including  discharge)
employees that do not comply with such rules and  regulations,  substance  abuse
policy or productivity  standards,  to change schedules,  including starting and
ending times and hours worked,  to lay off or transfer  employees,  to determine
the number of employees  assigned to a particular  shift,  to schedule  overtime
(include  mandatory  overtime),  to delineate  work  duties,  to direct the work
force, to name  supervisors,  to promote employees within the bargaining unit to
supervisors,  to subcontract all or part of the bargaining unit work (subject to
the requirements of Article XXV), to assign  bargaining unit work to supervisory
employees,  to determine all procedures  and methods  necessary or advisable for
the efficient  performance of its business,  and to introduce or discontinue all
or any segment of the business the Employer desires.

      Section 2. The listing of specific  rights of management in this Agreement
is not intended to be nor shall it be considered  restrictive or a waiver of the
rights of management not listed and not specifically  surrendered herein whether
or not such rights have been exercised by the Employer in the past. The Employer
retains all rights that it had prior to the execution of this Agreement, subject
to the restrictions of law or a specific provision of this Agreement.

      Section 3. All  employees  are  expected to adhere to  generally  accepted
rules,  conduct  and  organizational   behavior.  The  Employer  may  make  such
reasonable  rules and regulations  concerning the conduct of its employees as it
deems  necessary,  provided such rules and  regulations do not conflict with the
explicit terms of the Agreement.  A copy of the current General Rules of Conduct
is attached as Appendix 2 to this Agreement.  The Union  acknowledges that these
rules are reasonable and fully applicable to all employees.


                                       14
<PAGE>


      Section 4. Changes to any rules and  regulations,  when  issued,  shall be
discussed  with the Union upon  request,  but shall become  effective as soon as
they are  communicated to the employees.  These include changes to any documents
referred to in this Article.  The Union may challenge the  reasonableness of any
changes in the rules and  regulations  through  the  grievance  and  arbitration
procedure.

      Section  5. The  additional  (specific)  rules  that  apply to  Admissions
Associates and Financial Aid Counselors are annexed as Appendices 3 and 4.

      Section 6. The  Company  will  advise  the Local  Union and the Chief Shop
Steward of any discharge, in writing, reasonably contemporaneously with the time
of the discharge action.

      Section 7. The Employer agrees that, upon request by an employee,  a Union
representative must be present during any investigatory interview of an employee
covered by this agreement where as a result of the interview said employee could
be subject to discipline.

      Section 8. The  Employee  Manual  shall  remain in full force and  effect,
except  insofar as  provisions  of the  Employee  Manual are  inconsistent  with
explicit terms of this Agreement.

                                  ARTICLE XVII

                              IDENTIFICATION CARDS

      Section 1. All employees shall be provided a picture  identification  card
without  cost.  If an  identification  card is lost,  stolen or  destroyed,  the
employee  must attain a replacement  card.  There may be a fee to replace a lost
card.   Upon   termination   of  an  employee,   employees   must  return  their
identification cards.

                                  ARTICLE XVIII

                                 MILITARY LEAVE

      Section  1.  Time  off  without  pay for  military  duty  shall  continue.
Employees may elect to take vacation time to meet their military obligation. All
the benefits will continue  during military leave of thirty (30) days or less at
no cost to the  employee.  For  military  leave  beyond  thirty  (30) days,  the
applicable law will be controlling.


                                       15
<PAGE>

                                   ARTICLE XIX

                               LAYOFFS AND RECALL

      Section 1. If a reduction of staff is necessary  due to  restructuring  or
economic  reasons,  the Employer may meet the Union prior to or after the layoff
to  explain  it and to  discuss  layoff  alternatives.  Absent  agreement  on an
alternative, the layoff procedures shall be as follows:

      Section 2. The operational needs of the Company shall prevail in all cases
in determining  which employees shall be laid-off.  Where in the sole discretion
of the  Company,  its  operational  needs  do not  require  otherwise,  and  job
performance  is  relatively  equal,  departmental  seniority  shall  prevail  in
determining which employees shall be laid off.

      An employee  whose job is affected by a reduction  in staff shall have the
right to displace a less senior  employee in the same or lower labor grade whose
job he/she is qualified to perform.  Employees who are displaced by the affected
employee shall in turn have the right to displace a less senior  employee in the
same or lower  labor  grade  whose  job  they are  qualified  to  perform.  This
procedure shall continue until the number of reductions sought is completed.  An
employee  who accepts a new  position as a as a result of the bumping  procedure
shall be paid the  highest  pay rate for the  position  into which the  employee
bumps. Seniority shall be on an Institute-wide basis.

      Section 3. Any employee  laid off shall be placed on the recall list for a
period of twelve (12) months.

      Section  4.  Provided  that  there is no need for the  skills  of  another
employee on the recall list, recalls shall be made in inverse order of the order
in which employees were added to the recall list (i.e., last in, first out.)

      Section 5. An employee  recalled and  reinstated to their former  position
held shall receive  his/her former rate of pay in addition to any wage increases
which were applied to his/her job classification during the period he/she was on
the recall list.

      Section 6. Any notice of  re-employment  to any employee who has been laid
off shall be made by certified  mail to the last known  address of such laid off
employee. The employee must respond in five (5) business days.


                                       16
<PAGE>


                                   ARTICLE XX

                            NO STRIKES - NO LOCKOUTS

      Section 1. The parties  subscribe to the  principle  that all  differences
under this Agreement shall be resolved by peaceful and appropriate means without
interruption.  Accordingly,  there  shall  be  no  strikes,  including  sympathy
strikes, sit-downs,  slowdowns, stoppages of work, or other concerted refusal to
perform  work,  boycotts,  picketing,  or  handbilling,  and the Union shall not
instigate, engage in, authorize, support, encourage or condone such activities.

      Section 2. There shall be no lockouts by the Employer.

      Section  3.   Employees   covered  by  this  Agreement  who  instigate  or
participate in, either individually or collectively,  any unauthorized activity,
including  but not limited to those  activities  prohibited in Section 1, above,
will be subject to discipline up to and including discharge.

      Section 4. In the event of a violation  of this  Article by any  employee,
the Union shall:  notify the employee to cease violating this Article and resume
regular work immediately.

                                   ARTICLE XXI

                                    SENIORITY

      Section 1.  Seniority  shall mean length of  continuous  service  with the
Employer and shall be cumulative on a Company wide basis.

      Section 2. An employee shall lose all seniority rights for any one or more
of the following reasons:

      1.    Voluntary resignation.
      2.    Discharge for just cause.
      3.    Failure to return to work within ten (10)  working  days after being
            recalled by certified  mail,  return receipt  requested,  to his/her
            last known address unless due to actual illness or accident.
      4.    Layoff for a continuous period of more than twelve (12) months.
      5.    Transferring to a non-bargaining unit position.
      6.    Failure to return to work at the  conclusion of an approved leave of
            absence.


                                       17
<PAGE>


                                  ARTICLE XXII

                            PROMOTIONS AND TRANSFERS

      Section 1. While it is the intention of the Employer to fill job vacancies
from within the bargaining unit, where appropriate, before hiring new employees,
the  Employer is not  required to do so, and may hire  employees  from  whatever
recruitment source it chooses.

      Section 2. Notice of all job vacancies within the bargaining unit shall be
posted on appropriate bulletin boards of the Employer for ten (10) working days,
except in emergency circumstances when it may only be posted for three (3) days,
plus notice to the shop steward.  The posting  shall include the job title,  the
salary range, and brief description of job duties including  qualifications  and
necessary skills.  Only those employees who make applications during the posting
period will be considered  for the job and will be permitted to file a grievance
against the final  selection.  Copies of all notices  shall be  forwarded to the
chief steward.

      Section  3.  Promotions  shall  be  made on the  basis  of  seniority  and
qualifications.  In the event two or more employees  have equal  qualifications,
the employee with the greatest seniority shall be selected.

      Section 4. An employee  may apply for and receive a transfer to a position
within the same job title.  Such transfer shall be made at the discretion of the
Employer, upon request of the employee. An employee so transferred shall receive
the same salary as in his or her former position.

      Section 5.  Involuntary  transfers  (transfers  not requested by employee)
shall be by inverse  seniority  except that the Employer  reserves not to follow
seniority  when  the  needs  of the  business  dictate  otherwise.  Prior  to an
involuntary transfer to another campus,  volunteers will be sought. The Employer
shall not be required to accept the volunteers.

                                  ARTICLE XXIII

                                 SUBCONTRACTING

      Section  1. In the  event  that  the  Employer,  in its  sole  discretion,
determines  that it is necessary for the Employer to  subcontract,  it agrees to
meet with the Union to discuss the  subcontracting.  The purpose of this meeting
is for the Union to provide alternative options to subcontracting.  The Employer
agrees to promptly  respond to reasonable  requests for information by the Union
so as to enable the Union to present reasonable alternatives to the Employer.

      In the event that the Union is unsuccessful in convincing the Employer not
to  subcontract,  the  Employer  will  use  its  best  efforts  to  require  the
subcontractor to interview any employees of Employer who will be displaced (laid
off) as a  result  of the  subcontracting.  Employees  who are  displaced  shall
receive  severance  in the  amount of one (1) week per year of  service  up to a
maximum of eight (8) weeks.


                                       18
<PAGE>


      Section 2.  Nothing in this  Article  shall  preclude  the  Employer  from
continuing to subcontract work of the kind that is currently subcontracted, such
as telemarketing,  without being required to comply with Article XXIII,  Section
1.

                                  ARTICLE XXIV

                                    JURY DUTY

      The  Employer  will pay all full time and  regularly  scheduled  part time
employees  up to ten (10) days pay in a two (2) year period  when the  employees
are  required  to serve on jury duty.  When an employee is notified to report to
jury duty, the employee must present a copy of the notice to the office of Human
Resources.

                                   ARTICLE XXV

                               NON-DISCRIMINATION

      Section 1. The Employer  agrees that it will not  discriminate  against an
employee because of his/her activities on behalf of the Union.

      Section  2.  Neither  the  Employer  nor the Union in  carrying  out their
obligations  under this  contract  shall  discriminate  because of race,  creed,
color, national origin, marital status, sex, age, sexual preference, handicap or
veteran status.

                                  ARTICLE XXVI

                                 PERSONNEL FILES

      Section 1. An employee may inspect  his/her  personnel  file at reasonable
times.  Such employee must provide notice of his/her  desire to inspect  his/her
personnel file two (2) business days prior to such inspection. Employees wishing
to clarify or rebut statements made in those materials may submit  statements of
explanation  or  rebuttal  and  such  statements  will be  retained  in  his/her
personnel file.

      Section  2.  The  employee  will be  supplied  with a copy of any  written
discipline  placed in the personnel  file, but will not be provided with written
documentation of oral warnings or counselings.


                                       19
<PAGE>


                                  ARTICLE XXVII

                                BEREAVEMENT LEAVE

      Section 1. The  Employer  will grant up to a maximum of three (3)  working
days off with pay in the case of a death of a member of the immediate family.

      Section 2. For  purposes  of this  leave,  immediate  family  members  are
considered   to  be   spouse,   parents,   siblings,   children,   grandparents,
grandchildren, mother-in-law, father-in-law,  brother-in-law,  sister-in-law, or
another person acting in the same role as the designated,  and relatives  living
in the same household as the employee.

      Section 3. Documentation  establishing the relationship of the deceased to
the  employee  and the date of death  must be  submitted  to the Office of Human
Resources.

                                 ARTICLE XXVIII

                            FAMILY AND MEDICAL LEAVE

      Section  1.  Employees  may  exercise  their  rights  under the Family and
Medical Leave Act.

                                  ARTICLE XXIX

                               PART TIME EMPLOYEES

      Part time  employees who work 1,000 hours or more in a given calendar year
shall be entitled to three (3) days off in the following  calendar  year.  Those
days shall be considered  vested as of January 1 of the  following  year. In the
event the employee terminates  employment,  the Employer shall pay the employees
for the unused balance.  Days cannot accumulate from year to year. The days must
be used in the year  following the year earned.  For the employee to be eligible
to receive the days, the employee must be actively on the Employer's  payroll as
of December 31 of the earning year.


                                       20
<PAGE>

                                   ARTICLE XXX

                                HEALTH INSURANCE

      The Employer  shall  continue to offer health care coverage  under HIP (as
long as HIP is  available)  and under  any  other  healthcare  plan  offered  to
Interboro employees generally.  The Employer will pay for the entire cost of the
employee only coverage  under HIP or the  equivalent  amount towards the cost of
alternative  coverage offered by the Employer and selected by the employee.  The
employee shall pay the cost of coverage for dependents.

      Notwithstanding  the above, the Employer  reserves the right to change the
health insurance carrier as long as the coverage is substantially similar to the
existing  coverage.  The Employer  will advise the Union when it seeks to change
carriers.  The Employer will review bids for insurance  referred by the Union in
the same manner it reviews bids by insurance carriers solicited by the Employer.

                                  ARTICLE XXXI

                             TRANSPORTATION EXPENSES

      Section 1. In the event that an  employee  is  directed to report to other
than the usual place of  employment,  the employee  shall be reimbursed  for any
approved  additional   transportation  expenses  above  the  employee's  regular
commuting costs. An expense report must be submitted for reimbursement.

      Section 2. In the event that an employee uses a personal vehicle for work,
the employee will be reimbursed thirty-five (.35) cents per mile.

                                  ARTICLE XXXII

                                  SEPARABILITY

      Section 1. In the event that any provision to this Agreement  shall at any
time be  declared  invalid  by any Court of  competent  jurisdiction  or through
Government  Regulations or decree, such decision shall not invalidate the entire
Agreement.  It is the expressed  intention of the parties  hereto that all other
provisions not declared invalid shall remain in full force and effect.

                                 ARTICLE XXXIII

                                   DISCIPLINE

      Section  1.  It is  hereby  agreed  that  the  Company  has the  right  to
discharge,  suspend  or  discipline  for  violations  of  the  Employee  Manual,
including  violations of the General Rules of Conduct,  or for other just cause.
The Company  agrees to advise in writing the Local Union and the Shop Steward of
any such  discharge or  suspension  and the reason  therefore at the time of the
discharge action.



                                       21
<PAGE>


      Section 2. The Employer agrees that a Union representative must be present
during  disciplinary  conferences,  subject to employee  consent.  The  Employer
agrees  that a Union  representative  must be present  during any  investigatory
interview  of an  employee  covered by this  agreement  where as a result of the
interview said employee could be subject to discipline if requested by employee.

      Section 3. All employees are expected to adhere to general accepted rules,
conduct and organizational  behavior. If an employee's work performance does not
meet acceptable standards,  if possible, a supervisor should provide counseling,
point out areas of weakness  and  recommend  ways to overcome  areas of concern;
give an oral warning to the employee and file written documentation that an oral
warning was  administered;  give a formal written warning to the employee if the
employee fails to correct the problem;  recommend suspension or discharge of the
employee based upon the severity of the situation if the problem continues.

      Section 4.  Depending  upon all of the  circumstances  of the case and the
severity  of the  :offense,  one or more of the above  steps may be  repeated or
bypassed.   Generally,  the  Employer  will  follow  a  traditional  progressive
discipline policy except with regards to Admissions Counselors and Financial Aid
Counselors. (See Appendices 3 and 4)

                                  ARTICLE XXXIV

                             TERMINATION AND RENEWAL

      The Agreement  shall be in full force and effect from September 1, 2003 to
August 31,  2006,  and shall  continue in effect  from year to year  thereafter,
unless  either  party  shall give  notice to the other in writing at least sixty
(60) days prior to any expiration date of its desire to terminate or modify such
agreement;  provided, however, that in the event the Union serves written notice
in accordance with this Article,  any business or employment  interruption after
any  expiration  date shall not be deemed in violation of any  provision of this
Agreement, notwithstanding any other provision to the contrary.


                                       22
<PAGE>


      IN WITNESS WHEREOF,  each  representative of INTERBORO  INSTITUTE INC. and
OFFICE AND PROFESSIONAL  EMPLOYEES  INTERNATIONAL UNION, LOCAL 153, AFL-CIO, has
this 28th day of February, 2004 executed this Agreement,  effective today except
as otherwise expressly provided.


INTERBORO INSTITUTE, INC.           OFFICE & PROFESSIONAL INTERNATIONAL
                                    UNION, LOCAL 153, AFL-CIO


By /s/ Dr. John J. McGrath          By /s/ Richard Lanigan

Name Dr. John J. McGrath            Name________________________________

Title CEO  and President            Title_________________________________

                                    By
                                      -----------------------------------
                                      Kathleen Carr
                                      Business Representative


                                    By /s/ Gregory Vegara
                                       ----------------------------------
                                       Gregory Vegara
                                       Organizer


                                    Negotiation Committee:


                                    /s/      Celina Lynch
                                    -------------------------------------


                                    /s/      Doreen Palmer
                                    -------------------------------------


                                    /s/      Zen Walton
                                    -------------------------------------


                                    /s/      Sarah E. Holder
                                    -------------------------------------


                                       23
<PAGE>


                             APPENDIX 1 - JOB TITLES

Academic Advisor
Accounts Payable Clerk
Administrative Assistant
ARC Coordinator
ARC Coordinator/Library
Assistant to the Student Activities Coordinator
Assistant Director
Assistant Academic Advisor
Assistant Registrar
Assistant to the Registrar
Bursar Clerk
Career Advisor
File Clerk
Financial Analyst
Financial Aid Counselor
Financial Aid
Data Entry
IT Support Specialist
Junior Admissions Associate
Junior Accountant
Library Assistant
Office Manager
Office Assistant
Receptionist
Retention Coordinator
Secretary
Senior Admissions Associate
Server Administrator
Student Activities Coordinator
Student Service
Generalist
Switch Board/Data Entry Clerk
TAP Coordinator
Tester
Testing Coordinator
Tutor



                                       24
<PAGE>



                      APPENDIX 2 - GENERAL RULES OF CONDUCT

The  Institute has the right to  immediately  discharge,  suspend,  or otherwise
discipline any employee for violations of rules of conduct that include, but are
not  limited,  to  the  grounds  listed  below.  Employees  may  be  discharged,
suspended,  or  otherwise  disciplined  with the  approval  of the Office of the
President for violations of the following:

Poor job performance;

Failure to render  service to any student,  if such service is within the normal
scope of the employee's duties;

Abusive or inconsiderate treatment of students, visitors, or other employees;

Falsification  of  Institute   records,   application  forms  of  employment  or
admissions;

Unauthorized absence from post or duty while on work-time;

Refusal to accept a job assignment; insubordination;

Improper use of, or  unauthorized  possession of  intoxicating  beverages at the
workplace or reporting to work under the influence of intoxicants;

Illegal use of drugs (see drug & alcohol policy);

Excessive lateness and absenteeism;

Possession of a weapon or firearm on the premises;

Fighting, harassing or threatening another employee, or other disorderly conduct
on the premises;

Demeaning  statements or actions concerning an employee or student's  individual
circumstances (race, religion, sexual orientation, etc);

Gambling,  conducting  games of chance or possession of gambling  devices on the
premises;

Any unlawful conduct;  stealing,  misappropriation or unauthorized possession or
use of property  belonging to the Institute,  its  residents,  visitors or other
employees;

Negligence  or  deliberate  destruction  or misuse of property  belonging to the
Institute, its students, visitors or other employees;

Creating unsafe or unsanitary conditions by acts of commission or omission;

Disregard of safety rules;

Disregard of one's appearance, uniforms, dress or personal hygiene;

Failure to sign in for work; signing in for another employee;

Solicitation,  accepting  gratuities  or peddling  on  Institute  premises  (see
conflict of interest policy);

Breach of confidentiality;

Any unlawful conduct not specifically  mentioned; or conducts detrimental to the
Institute.


                                       25
<PAGE>



                APPENDIX 3 - STANDARDS FOR ADMISSIONS ASSOCIATES

      Senior and Junior  Admissions  Associates  will be reviewed based upon the
number of  admissions  (which are  students who start and survive the purge) for
which they are directly  responsible.  To insure that the review is fair,  it is
the intent of the  Employer  that all  Admissions  Associates  receive  the same
number of leads. In the event that any individual  Admissions Associate does not
receive  within  ten (10)  percent of the  average  number of leads of the other
Admissions Associates, then there shall be no negative consequence to the review
for that  semester.  It is the  intent of the  Employer  that  qualified  Junior
Admissions Associates shall become Senior Admissions Associates.  In the event a
Junior  Admissions  Associate  has two (2)  consecutive  semesters  whereby  the
admissions  attributable  to him/her are  equivalent  to the  average  number of
admissions  credited to the Senior  Admissions  Associates  for the same period,
then  that  Junior  Admissions   Associate  shall  become  a  Senior  Admissions
Associate.

      For the Fall and Spring  semesters,  each Senior  Admissions  Associate is
expected to produce 120 admissions.  For the same two (2) semesters, each Junior
Admissions Associateis expected to produce 75 admissions.

      In the event that 75% of the Senior and Junior Admissions  Associates meet
or exceed those goals,  the remaining  Admissions  Associates  may be subject to
discipline.  If a Senior  Admissions  Associate only produces between 75 and 119
admissions,  that Senior Admissions  Associate will receive a warning letter. In
the  event  a  Junior  Admissions  Associate  only  produces  between  47 and 74
admissions, that Junior Admissions Associate will receive a warning letter.

      If 75% of the Admissions  Associates meet their goals, a Senior Admissions
Associate  will be  subject  to  immediate  discharge  in the event  the  Senior
Admissions  Associate  produces less than 75 admissions and a Junior  Admissions
Associate  will be  subject  to  immediate  discharge  in the event  the  Junior
Admissions  Counselor  produces less than 47 admissions,  unless such failure to
achieve a required  minimum  occurs in a  semester  immediately  following  four
consecutive  semesters in which the employee  achieved his/her goal (i.e., for a
Fall or Spring semester,  120 admissions for a Senior Admissions Associate,  and
75 admissions for a Junior Admissions Associate).

      If 75% of the  Admissions  Associates  do not meet  their  goals  (120 for
Senior Admissions Associates and 75 for Junior Admissions Associates),  then the
only disciplinary  penalty may be that either the Senior Admissions Associate or
the  Junior  Admissions  Associate  who  misses  his/her  goal  by the  greatest
percentage, may be subject to discipline, including discharge, provided that the
Admissions  Associate  being  discharged,  or otherwise  disciplined,  failed to
achieve his/her  required  minimum (i.e., 75 admissions for a Senior  Admissions
Associate, and 47 admissions for a Junior Admissions Associate).

      These  standards for Senior  Admissions  Associates and Junior  Admissions
Associates shall not apply until the Admission  Associate has completed  his/her
probationary  period.  The actual  review will be from the first day of the next
semester through the end of that semester.


                                       26
<PAGE>


      For the Summer  semester,  the  admissions  goals are reduced by 50%. Each
Senior Admissions  Associate is expected to produce 60 admissions,  and at least
37  admissions  must be  produced,  and each  Junior  Admissions  Associates  is
expected to produce 37 admissions. and at least 24 admissions must be produced.

      Except as set forth above, a Senior or Junior Admissions  Associate cannot
be  dismissed  until  he/she  receives a warning  letter with respect to two (2)
semesters  and then once again fails to reach the above  goals.  Termination  of
employment  may occur  following the third sub par review as outlined  above.  A
Junior or Senior  Admissions  Associate  will have a warning letter removed from
the progressive  disciplinary process in the event that the Admissions Associate
has two (2)  consecutive  semesters  wherein  the  Admissions  Associate  is not
subject to discipline.

                      APPENDIX 4 - FINANCIAL AID STANDARDS

      Financial  Aid  Counselors  shall be  reviewed on a semester  basis.  Each
semester, a Financial Aid Counselor must accurately complete,  at a minimum, 95%
of the files  assigned  to that  Counselor.  In  addition,  95% of the State aid
relating to the files assigned to that counselor must be fully collected. In the
event the  Financial Aid  Counselor  accurately  completes at least 90% but less
than 95% of his/her  assigned files,  and/or state aid  collections  relating to
those  assigned  files are at least 90% but less than  95%,  the  Financial  Aid
Counselor  shall  receive a  warning  letter.  Thereafter,  if a  Financial  Aid
Counselor  completes 95% or more of his/her  assigned files, and at least 95% of
all state aid relating to those assigned  files has been  received,  for two (2)
consecutive semesters,  the warning letter shall no longer be considered active.
Otherwise, a failure to achieve a 95% goal in a second semester shall constitute
just cause for discharge.

      If, in any semester,  a Financial Aid Counselor  accurately completes less
than 90% of his/her  assigned  files, or less than 90% of the state aid relating
to those assigned files has been collected, the Financial Aid Counselor shall be
subject to immediate termination of employment.


FINAL DOC. - 02/04/04


                                       27