Exhibit 10.26


                              CONSORTIUM AGREEMENT

                  This  Consortium  Agreement  made  as  of  the  ___th  day  of
______2005  (the  "EFFECTIVE  DATE") by and  between  Sonoma  College,  Inc.,  a
California  corporation  having its  principal  place of  business at 1304 South
Point  Boulevard,  Suite 280,  Petaluma,  California 95442 ("SONOMA") and Steele
North  America,  Inc., a Delaware  corporation,  having its  principal  place of
business at 388 Market  Street,  Fifth Floor,  San Francisco,  California  94111
("TSF-ITG"  and together with Sonoma,  the "PARTIES"  and each  individually,  a
"PARTY").

                  WHEREAS,   Sonoma  has  developed  and  created   educational,
proprietary  degree and/or  certificate  programs  including  The  Associates of
Applied Science Degree in Homeland Response and Emergency  Management (the "HREM
PROGRAM") which incorporate  intellectual  property and other proprietary rights
of such Sonoma, including without limitation Content (as defined herein); and

                  WHEREAS,   Sonoma  has  developed  proprietary  technology  to
deliver its general  educational  courses to students which consists of software
methodologies  and other  proprietary  technologies,  methods,  plug-ins,  trade
secrets and know-how (the "SONOMA PLATFORM"); and

                  WHEREAS,   TSF-ITG  is  a  leading   training   institute  for
protective  services training that has developed and created protective training
programs  including the  Executive/Dignitary  Protection  Training  Program (the
"E/DPTP"); and

                  WHEREAS,   the  Parties  wish  to  form  a   consortium   (the
"CONSORTIUM")  to: (i)  provide  the HREM  Program to  employees  of TSF-ITG and
candidates  (students pending  enrollment) of the E/DPTP;  and (ii) to offer the
E/DPTP as an  externship  option to those HREM Program  students who qualify for
the E/DPTP.

                  NOW, THEREFORE,  in consideration of the premises,  the mutual
covenants and agreements herein contained and other valuable consideration,  the
receipt,  adequacy and sufficiency of which is hereby acknowledged,  the Parties
covenant and agree as follows:

                  I.       DEFINITIONS.

                  "CONTENT"  means  text,  pictures,   sound,  graphics,  video,
physical demonstrations of know-how and show-how and data provided by a Party to
the other Party, as such materials may be modified from time to time.

                  "INTELLECTUAL  PROPERTY"  means  any  and  all  now  known  or
hereafter  known tangible and  intangible:  (a) rights  associated with works of
authorship  throughout  the universe,  including but not limited to  copyrights,
moral rights, and mask-works, (b) trademark,  servicemark, trade dress and trade
name rights and similar rights, (c) trade secret rights,  (d) patents,  designs,
algorithms and other industrial  property rights, and (e) all other intellectual
and industrial property rights (of every kind and nature throughout the universe
and however designated  (including without limitation logos, "rental" rights and
rights to remuneration), whether arising by operation of law, contract, license,
or otherwise, and all registrations, initial applications,

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renewals,  extensions,  continuations,  divisions  or  reissues  hereof  now  or
hereafter in force (including any rights in any of the foregoing).

                  II.      HREM COURSE.

                           A. During the Term,  Sonoma  shall offer  students of
the  HREM  Program  the  following  options,  provided,  however,  that  nothing
contained  herein shall be deemed to limit  Sonoma's  ability to offer  students
other options as part of the HREM Program:

                                    (i)      a 100% online (instructor led) HREM
program; or

                                    (ii)     the online  HREM  program  with the
E/DPTP externship (the "E/DPTP  EXTERNSHIP") for those HREM Program students who
qualify pursuant to TSF-ITG admission requirements.

                           B. All  students of the HREM  Program are enrolled as
students of Sonoma and shall pay all tuition and fees directly to Sonoma.

                           C. Those students who successfully  complete the HREM
Program without the E/DPTP Externship will receive 72 credits (24 courses).

                           D. Those students who successfully  complete the HREM
Program  with the E/DPTP  Externship  will receive 12 credits  (equivalent  of 4
courses) for the E/DPTP Externship and will receive an additional 60 credits (20
courses) online (instructor led).

                           E. All  students of the HREM  Program are required to
complete  the first two  semesters  of the HREM Program  before  commencing  the
E/DPTP  Externship.  Students  may  take the  E/DPTP  Externship  during  either
semester three or four of the HREM Program.

                           F. The  Parties  agree to use  reasonable  efforts to
begin the first  E/DPTP  Externships  at a mutually  agreed upon date as soon as
practical after the Effective Date.

                  III.     RESPONSIBILITIES OF THE PARTIES.

                           A. During the Term, Sonoma shall:

                                    (i)      offer those  applicants that Sonoma
deems,  in its sole  discretion,  qualify for the HREM  Program,  the ability to
enroll in the HREM Program and attend class at Sonoma's online campus;

                                    (ii)     have the primary responsibility for
the  administrative  and academic oversight of every aspect of the HREM Program.
Sonoma shall perform enrollment and registration,  financial aid administration,
record keeping, and grade reporting for all students enrolled through TSF-ITG;

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                                    (iii)    shall  provide  TSF-ITG  with  such
Sonoma Content and support as Sonoma  reasonably deems necessary for TSF-ITG and
its  employees to provide  potential  students with  information  about the HREM
Program and application process;

                                    (iv)     be  responsible   for  storing  all
student, faculty and administrative records at Sonoma's main campus;

                                    (v)      supply TSF-ITG with sources for all
textbooks that are required as part of the HREM Program;

                                    (vi)     provide  online   delivery  of  all
courses  included in the HREM  Program  through the Sonoma  Platform to students
enrolled in the HREM Program provided, however, that each student and not Sonoma
is responsible for providing his/her own computer;

                                    (vii)    at Sonoma's  cost,  hire  qualified
instructors  to teach all of the  online  courses  offered  in the HREM  Program
(other than the E/DPTP Externship) provided, however, that the hiring or removal
of such instructors is at Sonoma's sole discretion; and

                                    (viii)   promote  the E/DPTP  Externship  to
HREM Program candidates (students pending enrollment) and students.

                           B. During the Term, TSF-ITG shall:

                                    (i)      promote   the   HREM   Program   to
employees and candidates (students pending enrollment) in the E/DPTP;

                                    (ii)     promote  the  HREM  Program  to its
clients;

                                    (iii)    offer  input  specific  to the HREM
Program curriculum;

                                    (iv)     offer input in the  development  of
future HREM degree curriculum;

                                    (v)      at  TSF-ITG's  cost hire  qualified
instructors to teach the E/DPTP provided, however, that the hiring or removal of
such instructors is a TSF-ITG's sole discretion;

                                    (vi)     provide  Sonoma  with a copy  of an
executed  Release of Liability and  Assumption  of Risk  Agreement for each HREM
Program student taking the E/DPTP Externship;

                                    (vii)    keep  records  of  attendance   and
satisfactory  progress  of all HREM  Program  students  enrolled  in the  E/DPTP
Externship;

                                    (viii)   promptly  notify  Sonoma if an HREM
Program student stops  attending  E/DPTP classes or withdraws or is removed from
the E/DPTP Externship; and

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                                    (ix)     promptly   notify   Sonoma  of  any
changes made to the E/DPTP or its admissions requirements.

                           C. During the Term,  Sonoma  shall supply to TSF-ITG,
the following deliverables:

                                    (i)      HREM   Program-application   forms,
marketing material and such other information as Sonoma, in its sole discretion,
deems necessary

                                    (ii)     All  curricula  for  courses  to be
taught in the HREM Program classes;

                           D. During the Term,  TSF-ITG  shall  supply to Sonoma
the E/DPTP application  forms,  marketing material and such other information or
deliverables as TSF-ITG, in its sole discretion, deems necessary.

                           E. Each party  recognizes that time is of the essence
with respect to all aspects of this Agreement and the subject matter hereof.

                  IV.      FINANCIAL AID.

                  Sonoma shall assist HREM students who are enrolled in the HREM
Program and meet the  requirements  of the federal  aid  programs,  to apply for
federal financial aid, provided however,  that nothing contained herein shall be
construed  as a guarantee  that any  particular  student  will be  eligible  for
financial aid.

                  V.       GRANT OF LICENSE.

                  Subject to the terms and  conditions of this  Agreement,  each
Party shall grant the other  Party a limited,  non-exclusive,  non-transferable,
world-wide license  ("LICENSE") to use any Content that it provides to the other
Party  pursuant to this  Agreement,  solely for the purpose set forth in Section
III (the "INTENDED  USE").  All fields of use not expressly  included within the
Intended Use are  specifically  excluded  from the scope of the  License.  In no
event will a Party remove or alter any proprietary notice of the other Party, or
any third party, contained on or in any of the Content without the prior written
consent  of the  Party  that  provided  such  Content.  No Party  shall  use the
trademarks or services  marks of the other Party without the written  permission
of the Party whose trademark or service mark is being used.

                  VI.      CONFIDENTIALITY.

                           A.    Confidential     Information.     "CONFIDENTIAL
INFORMATION"  shall include all  information  and data furnished by one Party to
the other, whether in oral, written, graphic or machine-readable form, including
without limitation, code (source and object) specifications, user, operations or
systems  manuals,  diagrams,  graphs,  models,  sketches,  technical  data, flow
charts,  research,   business  or  financial  information,   plans,  strategies,
forecasts, forecast assumptions,  business practices,  marketing information and
material,  student and suppliers names and data,  proprietary  ideas,  concepts,
know-how, methodologies and all other

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information  related to the disclosing  party's  business.  For purposes of this
Agreement,  Confidential  Information  shall not  include,  and the  obligations
provided  hereunder  shall  not  apply  to,  information  that:  (a)  is  now or
subsequently  becomes generally  available to the public through no fault of the
recipient;  (b) recipient can demonstrate was rightfully in its possession prior
to  disclosure  by the  other  party;  (c)  is  independently  developed  by the
recipient without the use of any Confidential  Information provided by the other
party; (d) recipient  rightfully  obtained or obtains from a third party who has
the right,  without  obligation to the other party, to transfer or disclose such
information;  or (e) is  released  or  approved  for  release by the other party
without restriction.

                           B. Care and Protection.  Each party shall protect the
other party's Confidential  Information using at least the same standard of care
that applies to its own similar  Confidential  Information,  but not less than a
reasonable standard of care.

                           C.  Exceptions.  Either  party may disclose the other
party's  Confidential  Information  as required  by any order of any  government
authority,  or otherwise  as required by law, or as  necessary to establish  and
enforce that party's rights under this  Agreement.  Before  disclosing the other
party's  Confidential  Information for such purpose,  reasonable  effort must be
made to notify  the other  party of the  circumstances,  and the  parties  shall
cooperate with each other to obtain protection for the  confidentiality  thereof
to the extent available.

                           D. Term of  Confidentiality.  Each party's obligation
to protect the other  party's  Confidential  Information  shall  expire five (5)
years after the date of each respective disclosure thereof.

                           E. Each party shall also comply with the requirements
of the Family Educational Rights Privacy Act ("FERPA"),  which limits disclosure
from student educational  records.  TSF-ITG understands that FERPA may limit the
personally  identifiable  student  information  that may be  disclosed  to it by
Sonoma.

                  All of the  provisions of this  paragraph VI shall survive any
termination of this Agreement

                  VII.     OWNERSHIP.

                           A. Each party  acknowledges  and agrees  that it does
not  have any  claim,  right,  title  or  interest  in or to the  other  party's
Intellectual  Property except as explicitly provided herein.  Furthermore,  each
party  acknowledges  and agrees that it will use the other party's  Intellectual
Property  solely as expressly  permitted  under this  Agreement  and in a manner
consistent with the terms and conditions of this Agreement. Nothing contained in
this Agreement will give either party any right,  title or interest in or to any
Intellectual  Property  of the  other  party,  except  for  the  limited  rights
expressly granted  hereunder.  Each party acknowledges and agrees that the other
party (and its licensors,  if applicable) has complete  authority to control the
use of its  Intellectual  Property.  Nothing in this Agreement  contemplates the
joint  development,  joint  works  of  authorship,  or  joint  ownership  of any
Intellectual Property, and this Agreement shall not be construed so as to effect
such joint  development,  joint works of authorship or joint  ownership.  If the
parties desire to engage in

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any joint  development  efforts  during the Term,  the ownership  rights of such
developments  will be established in a writing signed by an authorized member of
each party and amended to this Agreement.  Without  limiting the foregoing,  any
Content  provided  by Sonoma  to  TSF-ITG  pursuant  to the  Agreement  ("SONOMA
CONTENT"),  the Sonoma Platform and all associated  Intellectual Property rights
are,  and  will  remain,  the sole  and  exclusive  property  of  Sonoma  or its
third-party licensors,  and no license,  right, title, interest in and/or to the
Sonoma  Content or Sonoma  Platform is granted to TSF-ITG except as set forth in
this Agreement.  Likewise, any Content provided by TSF-ITG to Sonoma pursuant to
the Agreement  ("TSF-ITG  CONTENT")  and all  associated  intellectual  property
rights are, and will remain, the sole and exclusive property of TSF-ITG,  and no
license,  right, title,  interest in and/or to the TSF-ITG Content is granted to
Sonoma except as set forth in this Agreement.

                           B. TSF-ITG  agrees that any  developments  or changes
made at any time to the HREM  Program or the HREM  degree  course as a result of
any input or other  work  product  directly  or  indirectly  produced,  created,
developed or otherwise  prepared by TSF-ITG  (collectively  the "WORK PRODUCT"),
shall at all times be and  remain  the sole and  exclusive  property  of Sonoma.
TSF-ITG hereby  irrevocably  assign and transfer to Sonoma all worldwide rights,
title  and  interest  in  and to  the  Work  Product  including  all  associated
Intellectual  Property  rights  therein.  Consideration  for such  assignment is
hereby acknowledged.  Sonoma may, at its discretion, affix such notices and take
such steps, as it deems reasonably  appropriate to secure and perfect  copyright
protection  in the Work Product  anywhere in the world.  Upon request of Sonoma,
TSF-ITG shall execute any and all applications, assignments or other instruments
which Sonoma shall deem  necessary or advisable in order to apply for and obtain
any Intellectual  Property rights for the Work Product, or any part thereof, and
to assign to Sonoma all right, title and interest in and to the Work Product and
Intellectual Property.

                  All of the  provisions of this paragraph VII shall survive any
termination of this Agreement.

                  VIII.    FEES, PAYMENT AND RELATED MATTERS.

                           A. All  tuition  and all other fees  payable by or on
behalf  of a student  in  connection  with an HREM  Program  (collectively,  the
"TUITION  FEES")  shall be  collected  by  Sonoma  as set  forth in the  Program
Specification, as amended from time to time. The Parties agree that Sonoma shall
pay to  TSF-ITG a fee for each  HREM  Program  student  enrolled  in the  E/DPTP
Externship  (the  "EXTERNSHIP  COURSE  FEE")  in  accordance  with  the  Program
Specification, attached hereto.

                           B. Sonoma shall,  in its sole  discretion,  determine
the  amount of  Tuition  Fees and any other  fees that are  payable by a student
enrolled in the HREM  Program.  Sonoma may,  in its sole  discretion,  amend the
Tuition Fee; provided, however, that it shall not change the Tuition Fee for any
academic  semester  that has already  commenced,  and that it shall  provide the
other Party with sixty (60) days advance notice, in writing, prior to making any
such change.

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                           C.  Notwithstanding  Sonoma's ability to increase the
Tuition Fee pursuant to Section VIII B above,  the  Externship  Course Fee shall
not be amended  during  the Term,  except as  mutually  agreed in writing by the
Parties.

                           D. Sonoma  shall keep such records as will enable the
Tuition Fees payable  hereunder to be  accurately  determined  by TSF-ITG.  Such
records  will be  retained  by Sonoma  and made  available  to  auditors  or the
identified individual representative selected by the other Party for examination
at the request and at the expense of the other Party during reasonable  business
hours at the offices of Sonoma as set forth in the Program  Specification  for a
period of at least five (5) years  after the date of the  transactions  to which
the records  relate.  Any  confidential  information  obtained by such  auditors
regarding  the  business of Sonoma  shall be held in strict  confidence  by such
auditors and the other Party,  except as may be necessary to prosecute an action
to collect Fees.  The Program  shall  reimburse the other Party for the costs of
such  audit if the  audit  determines  that the Fees due as  stated  in any such
certificate is understated by more than five percent (5%)

                  IX.      INSURANCE.

                           A.  TSF-ITG  shall,  at its sole  cost  and  expense,
maintain in effect at all times during the  performance of the Agreement all the
insurance  specified below with insurers having a Best's rating of at least A++,
Class X, under forms of policy satisfactory to Sonoma:

                                    (i)      Liability     insurance    covering
general  liability with minimum limits of liability of $1,000,000 per occurrence
and $4,000,000  per aggregate for personal  injury and property  damage.  Sonoma
will be notified  immediately  if and when fifty  percent (50%) of any aggregate
limit is eroded.

                                    (ii)     Full    statutory    coverage   for
Workers' Compensation and Employers Liability with limits of at least $1,000,000
and  Disability  Insurance  for all its  employees  as  required  by law.  These
policies will contain waivers of the insurer's subrogation rights against Sonoma
where permitted by law.

                           B.  Promptly  upon  execution  hereof,  TSF-ITG shall
submit  to  Sonoma a  certificate  of  insurance  evidencing  that the  required
insurance is in full force and effect.  The certificate of insurance  shall: (i)
evidence all the insurances required by this Agreement; (ii) be primary coverage
and not  contributory;  (iii)  provide that the policy shall not be  terminated,
non-renewed  or  materially  changed  without  at least  thirty  (30) days prior
written notice to Sonoma; and (iv) for General  Liability,  include Sonoma as an
additional  insured  The  purchase  of  such  coverage  and  furnishing  of such
certificates  shall not limit TSF-ITG's  obligations  under this Agreement or in
any way modify TSF-ITG's agreement to indemnify Sonoma.

                  X.       WARRANTIES AND COVENANTS.

                           A. Each Party does hereby  represent and warrant that
this  Agreement has been duly and validly  authorized  and executed by it and is
its valid and binding obligation. Each party further warrants that the execution
of this Agreement does not, and with the passage

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of time,  will not,  materially  conflict  with or constitute a breach under any
other  agreement,  judgment of instrument to which it is currently a party or by
which it is currently bound.

                           B. Each Party does  hereby  represent  and warrant to
the other  Party  that:  (i) it has the right to grant  the  license  to use its
Content;  (ii) to the  best of its  knowledge,  use of its  Content  or any part
thereof will not infringe upon or violate the intellectual  property,  publicity
or  privacy  rights of any third  party;  and  (iii) to its  knowledge  that its
Content will be in compliance with all applicable laws, and will not violate any
laws regarding unfair competition, anti-discrimination or false advertising.

                           C.  TSF-ITG  does  hereby  represent  and  warrant to
Sonoma that the E/DPTP will be in full compliance  with: (i) generally  accepted
federal guidelines for dignitary  protection;  (ii) industry best practice;  and
(iii) SB-198 Injury and Illness Prevention Programs.

                           D.  TSF-ITG  does  hereby  represent  and  warrant to
Sonoma  that as of the  Effective  Date,  to its  knowledge,  there have been no
serious injuries or deaths in connection with the E/DPTP.

                           E. EXCEPT AS STATED  HEREIN,  THE SONOMA  PLATFORM IS
LICENSED  AS-IS.  IT IS  UNDERSTOOD  THAT  SONOMA IS NOT  MAKING  AND  EXPRESSLY
DISCLAIMS ANY  REPRESENTATIONS  OR WARRANTIES  THAT THE USE OF ANY OTHER PRODUCT
MADE BY OR FOR TSF-ITG,  EXCEPT THAT THE "SONOMA  PLATFORM" AND "SONOMA CONTENT"
AS  CONTAINED IN THE  DELIVERABLES  AND  STANDING  ALONE,  WILL NOT INFRINGE THE
PATENTS,  COPYRIGHTS,  TRADEMARKS OR OTHER  PROPRIETARY  PROPERTY  RIGHTS OF ANY
THIRD PARTY.

                           F.  EXCEPT AS STATED  HEREIN,  EACH  PARTY  EXPRESSLY
DISCLAIMS ANY AND ALL  WARRANTIES OR GUARANTEES OF ANY KIND  WHATSOEVER,  EITHER
EXPRESS  OR  IMPLIED,   INCLUDING   WITHOUT   LIMITATION   ANY   WARRANTIES   OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

                           G.  REGARDLESS  OF WHETHER ANY REMEDY HEREIN FAILS OF
ITS  ESSENTIAL  PURPOSE,  IN NO  EVENT  WILL  EITHER  PARTY  BE  LIABLE  FOR ANY
INCIDENTAL,  SPECIAL,  EXEMPLARY,  PUNITIVE,  INDIRECT OR CONSEQUENTIAL  DAMAGES
ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT,  THE CONTENT OR THE USE
OF THE SAME (INCLUDING,  WITHOUT LIMITATION,  DAMAGES FOR LOST INFORMATION, LOST
SAVINGS,  LOST  PROFITS OR BUSINESS  INTERRUPTION),  EVEN IF SUCH PARTY HAS BEEN
INFORMED,  IS AWARE,  OR SHOULD BE OR HAS BEEN AWARE, OF THE POSSIBILITY OF SUCH
DAMAGES.

                  All of the  provisions  of this  paragraph X shall survive any
termination of this Agreement.

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                  XI.      INDEMNIFICATION.

                           A.  General.  Each party agrees to indemnify and hold
harmless the other and its affiliates, and their respective officers, agents and
employees,  from and against any and all loss,  liability and expense (including
reasonable  attorneys'  fees) suffered or incurred  (collectively  "DAMAGES") by
reason of any third party claims,  proceedings  or suits based on or arising out
of: (i) breach of its representations and warranties  hereunder;  (ii) any claim
for infringement of any third party patent,  copyright,  trade secret, trademark
or other proprietary right.  Indemnification shall apply provided that the party
seeking  indemnification  has given the indemnifying party prompt written notice
of any such claim,  permits the indemnifying  party to defend the claim and have
sole control over such defense, including appeals and all negotiations to affect
settlement,  and gives the  indemnifying  party all  available  information  and
assistance  as is reasonably  necessary for the defense;  or (iii) any claim for
damage to property,  personal  injury or death that may occur whether  caused by
any negligent or intentional  act or omission of either Party,  their  governing
boards, officers, employees, representatives or otherwise.

                           B.  Remedies.  If  either  party  believes  that  any
Intellectual  Property  licensed or provided under this Agreement has become, or
in  the  opinion  of  such  party  may  become,  the  subject  of  a  claim  for
infringement, the party may, at its election and expense:

                                    (i)      procure  for the  other  party  the
right to continue using the same; or

                                    (ii)     replace  or modify the same so that
it becomes  non-infringing.  The party shall elect one of the above  remedies in
the event of a  preliminary  or  permanent  court order  prohibiting  use of the
Intellectual  Property on a temporary or permanent  basis.  This Section  states
each party's  entire right and liability  and sole and  exclusive  remedies with
regard to any intellectual property infringement.

                  All of the  provisions of this  paragraph XI shall survive any
termination of this Agreement.

                  XII.     TERM AND TERMINATION.

                           A. Term.  The term of this  Agreement  shall be for a
period of two (2) years  from the  Effective  Date (the  "INITIAL  TERM").  Upon
expiration of the Initial Term,  this  Agreement  shall renew for successive two
(2) year terms unless either Party shall give the other notice of its desire not
to so renew the term no less than  ninety (90) days prior to the  expiration  of
the then-current two (2) year term (the Initial Term and each such renewal term,
collectively, the "TERM").

                           B.  Termination  for  Cause By Either  Party.  Either
party may terminate this Agreement during the Term as follows:

                                    (i)      in the  event  of a  breach  by the
other  Party  of any of  material  term  (including  obligation  to pay) of this
Agreement if the breaching Party fails to

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correct  or cure the breach  within  thirty  (30) days after  receipt of written
notice stating the nature of the breach, the non-breaching  Party shall continue
this Agreement until the end of the then current student term; or

                                    (ii) the other Party is  declared  insolvent
or bankrupt,  or makes an assignment of substantially  all of its assets for the
benefit of creditors,  or a receiver is appointed or any  proceeding is demanded
by, for or against the other party under any provision of the federal Bankruptcy
Act or any amendment to that Act that is not terminated within thirty (30) days.

                           C. Effect of Termination for Cause.  Upon Termination
for Cause,  the terminated Party shall indemnify the other Party for any Damages
by reason arising out of such parties breach or insolvency.

                           D.  Termination  for  Cause  by  Sonoma.  Sonoma  may
terminate  this  Agreement  in the event  Sonoma  fails to maintain or otherwise
loses:  (a) its Title IV  funding;  (b) its  Higher  Education  Division  of the
California Bureau of Private  Post-Secondary  Vocational Education approval;  or
(c) its Accrediting Bureau of Health Education Schools accreditation; or (d) any
other federal or state licenses or  authorizations  in connection  with the HREM
Program.

                           E. Effect of  Expiration  of the Term or  Termination
without Cause.  Upon  termination or expiration of the Term for any reason other
than for Cause,  all rights and  obligations of the parties under this Agreement
shall  be  extinguished,  except  that:  (a)  all  accrued  payment  obligations
hereunder shall survive such  termination or expiration;  and (b) any provisions
which must survive in order to give effect to their  meaning,  shall survive the
completion, expiration, termination or cancellation of this Agreement.

                           F. Within ten (10) days of the date of termination or
expiration  of this  Agreement,  each Party shall  return to the other Party any
Deliverables received by such Party pursuant to this Agreement or otherwise.

                  XIII.    NON-COMPETE

                           A.  TSF-ITG  shall  agree that for a period  from the
Effective Date of this Agreement  until three (3) year after the  termination of
this  Agreement,  it will not directly or indirectly  compete with Sonoma in the
Homeland  Response and Emergency  Management  academic/education  marketplace or
enter into any  consortiums or  affiliations  with a third party in the Homeland
Response  and  Emergency  Management  academic/education   marketplace  provided
however that nothing  contained in this  paragraph  shall  prevent  TSF-ITG from
continuing its existing arrangement with San Joaquin Delta College.

                           B.   TSF-ITG   acknowledges   and  agrees   that  the
restrictive  covenants  set  forth in this  Section  headed  "Non-Compete"  (the
"RESTRICTIVE  COVENANTS") are reasonable and valid in geographical  and temporal
scope  and in all  other  respects.  If any  court  determines  that  any of the
Restrictive  Covenants,  or any part thereof,  is invalid or unenforceable,  the
remainder

                                       10
<PAGE>

of the  Restrictive  Covenants  shall not thereby be affected and shall be given
full force and effect, without regard to the invalid or unenforceable parts.

                           C.  If  any   court   determines   that  any  of  the
Restrictive Covenants,  or any part thereof, is invalid or unenforceable for any
reason, such court shall have the power to modify such Restrictive  Covenants or
any part thereof and, in its modified form,  such  Restrictive  Covenants  shall
then be valid and enforceable.

                  XIV.     MARKETING.

                           A. Press Release.  The Parties will jointly develop a
press  release  announcing  this  Agreement  and  the  activities   contemplated
hereunder  which shall be issued at a time  mutually  determined by the Parties.
Prior to issuance of this initial press  release,  neither party shall issue any
press  release  on its own or make  any  public  statement,  written,  oral,  or
otherwise,  regarding this Agreement and the activities  contemplated hereunder,
without the other Party's prior written approval.

                           B. Marketing. Following issuance of the initial press
release,  each party has the right to indicate publicly that it has entered into
this Agreement and may promote the other Party on its respective Web site and in
marketing materials,  provided that each party will submit such materials to the
other  Party for prior  approval,  which shall not be  unreasonably  withheld or
delayed.  The parties may also jointly engage in public relations,  trade shows,
trade  associations and other marketing  activities in support of the launch and
ongoing promotion of this Agreement as they mutually determine.

                  XV.      MISCELLANEOUS.

                           A.  Any  assignment  by  the  Licensee  requires  the
written  consent of the  Licensor.  Any  transfer by the  Licensor of the rights
licensed in this  Agreement  shall be subject to all  provisions  of the present
Agreement and the Licensor shall so notify the Licensee.

                           B. The headings and captions  used in this  Agreement
are for convenience  only and are not to be used in the  interpretation  of this
Agreement.

                           C. The failure of either Party to require performance
of any provision of this  Agreement  shall not affect the right to  subsequently
require the performance of such or any other  provision of this  Agreement.  The
waiver of either Party of a breach of any provision  shall not be deemed to be a
waiver of any subsequent  breach of that  provision or any subsequent  breach of
any other provision of this Agreement.

                           D. The Parties are independent contractors and engage
in the operation of their own respective businesses.  Neither Party is the agent
or  employee  of the other  Party for any  purpose  whatsoever.  Nothing in this
Agreement shall be construed to establish a relationship of co-partners or joint
venturers between the two Parties. Neither Party has the authority to enter into
any  contract  or to assume any  obligation  for the other  Party or to make any
warranties or representations on behalf of the other Party.

                                       11
<PAGE>

                           E. If any  provision  of  this  Agreement  is,  or is
determined to be, invalid, illegal or unenforceable, all remaining provisions of
this  Agreement  shall  nevertheless  remain in full  force and  effect,  and no
provision of this  Agreement  shall be deemed to be dependent upon any provision
so determined to be invalid, illegal or unenforceable unless otherwise expressly
provided for herein.  Should any provision of this Agreement be found or held to
be invalid, illegal or unenforceable,  in whole or in part, such provision shall
be deemed  amended to render it  enforceable  in accordance  with the spirit and
intent of this Agreement

                           F. This  Agreement has been entered  into,  delivered
and is to be governed by, construed, interpreted and enforced in accordance with
the laws of the State of California  (without giving  reference to choice-of-law
provisions) from time to time in effect.

                           G. If a  dispute  arises  out of or  relates  to this
Agreement and if said dispute cannot be settled through direct discussions,  the
Parties agree to first  endeavor to settle the dispute in an amicable  manner by
mediation  administered  by  the  American  Arbitration  Association  under  its
commercial  mediation  rules of  JAMS/Endispute  ("JAMS"),  with  the  following
exceptions if in conflict:  (a) one arbitrator shall be chosen by JAMS; (b) each
party to the arbitration will pay its pro rata share of the expenses and fees of
the  arbitrator,  together with other  expenses of the  arbitration  incurred or
approved by the  arbitrator;  and (c)  arbitration may proceed in the absence of
any party if written notice (pursuant to the JAMS' rules and regulations) of the
proceedings  has been given to such  party.  The  parties  agree to abide by all
decisions and awards  rendered in such  proceedings.  Such  decisions and awards
rendered by the  arbitrator  shall be final and conclusive and may be entered in
any court having jurisdiction thereof as a basis of judgment and of the issuance
of execution for its collection. The Parties hereby consent to the non-exclusive
jurisdiction  of the courts of the States of  California  and New York or to any
Federal Court located within the States of California or New York for any action
arising out of,  relating to, or in  connection  with,  this  Agreement,  and to
service  of  process  in any such  action by  registered  mail,  return  receipt
requested,  or by any other  means  provided  by law.  Notwithstanding  anything
contained herein to the contrary,  in the event of an arbitration  proceeding or
litigation brought pursuant to the terms of this Agreement, the prevailing Party
shall be  entitled  to  recover  all  costs  of such  proceeding  or  litigation
(including reasonable attorney fees) from the other Party.

                           H. This  Agreement  contains the entire and exclusive
agreement  of the Parties  with respect to its subject  matter.  This  Agreement
supersedes any agreements and  understandings,  whether written or oral, entered
into by the  Parties  prior to its  effective  date and  relating to its subject
matter. No modification or amendment of this Agreement shall be effective unless
it is stated in writing, specifically refers hereto and is executed on behalf of
each Party.

                           I. Any notices  required to be given or  delivered to
either party under the terms of this  Agreement will be in writing and addressed
to the party at the address and telephone  number  indicated below or such other
address or telephone number as the party may designate, in writing, from time to
time. All notices will be deemed to have been given or delivered upon:

                                       12
<PAGE>

                                    (i)      personal delivery;

                                    (ii)     two (2) business days after deposit
with any return receipt express courier (prepaid); or

                                    (iii)    one   (1)    business   day   after
transmission and confirmed receipt by telecopier.

         If to Sonoma:

         1304 South Point Blvd.
         Suite 280
         Petaluma, CA 94954
         Attention: Joseph S. Keats, COO

         Fax: (707) 283-0808


         If to TSF-ITG:

         388 Market Street, Fifth Floor
         San Francisco, CA 94111
         Attention:  David Johnson
         Fax: (800) 576-5428

                           J. Except for  failures to make any payment when due,
neither  Party  hereto  shall be liable to the  other  for  failure  or delay in
meeting any obligations hereunder as the result of strikes,  lockouts, war, Acts
of God, fire, flood or acts of government, if beyond the control of such Party.

                           K.  This  Agreement  may be  executed  in two or more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one instrument.

                  IN WITNESS WHEREOF, the Parties hereto have set their hands by
their  duly  authorized  representatives  as of the day  and  year  first  above
written.

Sonoma College, Inc                       TSF-ITG



By:                                       By:
   ----------------------------------        --------------------------------
   Name: Joseph S. Keats                     Name: David Johnson
   Title: Chief Operating Officer            Title: Vice President

                                       13
<PAGE>

                                    EXHIBIT A

                              PROGRAM SPECIFICATION

TUITION FEES

A.       SONOMA COLLEGE'S  ASSOCIATE OF APPLIED SCIENCE IN HOMELAND RESPONSE AND
         EMERGENCY MANAGEMENT (HREM) REVENUE

Itemized  below  are the  tuition  and fee costs for the  Associate  of  Applied
Science in HREM program:

                         TUITION AND FEES

         SEMESTER ONE (6 COURSES)

         I.   Tuition due no later than first day of classes               3,100
              Student Services Fee due with tuition ......................   150
                                                                          ------
                                                                          $3,250

         SEMESTER TWO (6 COURSES)

         II.  Tuition  due no later  than  first day of  classes           3,100
              Student Services  Fee due  with  tuition  ..................   150
                                                                          ------
                                                                          $3,250

         SEMESTER THREE (6 COURSES)

         III. Tuition  due no later than first day of  classes             3,100
              Student Services Fee due with  tuition  ....................   150
                                                                          ------
                                                                          $3,250

         SEMESTER FOUR (6 COURSES)

         IV.  Tuition due no later than first day of classes               3,100
              Student Services Fee due with tuition ......................   150
                                                                          ------
                                                                           3,250

       TOTAL

       The total amount a student is  obligated to pay Sonoma for the  ASSOCIATE
       OF APPLIED SCIENCE IN HOMELAND RESPONSE AND EMERGENCY  MANAGEMENT program
       course of study is:

                 One time Application Fee ...............................    100
                 Total Student Services Fees ............................    600
                 Total tuition for four semesters and twenty-two courses
                 of instruction. ........................................ 12,400
                                                                         -------
                                                                         $13,100

                                      A-1
<PAGE>

B.       THE STEELE FOUNDATION  EXECUTIVE/DIGNITARY  PROTECTION TRAINING PROGRAM
         (E/DPTP) EXTERNSHIP COURSE FEES

   The  Steele  Foundation  E/DPTP  consists  of 540 hours of  training  for the
   equivalence of 12 externship credits. The total program cost is $5,850.00


PAYMENT SCHEDULE

Sonoma is limited to collecting  one  semester's  tuition and fees per semester.
Consequently,  for the HREM Program,  Sonoma is allowed to access  $3,250.00 per
semester.

Sonoma  College  shall  reimburse  TSF-ITG for  students  enrolled in the E/DPTP
externship as follows:

A    Sonoma shall pay to TSF-ITG  $5,850.00 per HREM Program student enrolled in
     the E/DPTP  Externship.  If a student  chooses to withdraw  from the E/DPTP
     externship  before  completion  of  the  entire  E/DPTP  Externship  or  is
     otherwise removed from the E/DPTP Externship,  then Sonoma will prorate the
     payment of the $5,850.00  based on the number of days the student  attended
     the E/DPTP externship before withdrawal/removal.

B    For those  students  enrolled  in the  E/DPTP  Externship  during the third
     semester:

              (i) The initial  payment by Sonoma to TSF-ITG of $3,250.00 will be
     on or before 30 days after the first day of the third semester.

              (ii)The  final  payment of $2,600.00  will be on or before 30 days
     after  the  first  day of the  fourth  semester  whether  or not a  student
     continues onto the fourth semester.

C.   For those  students  enrolled  in the E/DPTP  Externship  during the fourth
     semester Sonoma shall pay TSF-ITG $5,850.00 on or before the 30th day after
     the first day of the fourth semester.





Sonoma College, Inc                      TSF-ITG



By:                                      By:
   ----------------------------------       ------------------------------
     Name: Joseph S. Keats                  Name:
     Title: Chief Operating Officer         Title: President



                                      A-2