INDEPENDENT CONTRACTOR AGREEMENT

This agreement ("Agreement") is made by and between the
University of Phoenix ("Principal") and Governmental Advocates,
Inc. ("Lobbyist") for the purpose of setting forth the terms and
conditions which the Lobbyist shall provide certain services to
the Principal.

SCOPE OF SERVICES:  Lobbyist shall provide strategic advice on
matters concerning legislation, regulations, public policy,
electoral politics and any other topic of concern to the
Principal related to state government in the state of
California.  All services performed by the Lobbyist for the
Principal under this Agreement shall be timely done.

TERM:  This Agreement is effective June 1, 1999 and shall
continue for twenty four (24) months.  Either party shall have
the right to terminate this Agreement upon thirty (30) days
written notice to the other party.  In the event of termination,
all fees due and payable pursuant to this Agreement shall be
made on a pro-rata basis.

NON-COMPETE:  For the term of this agreement, the Lobbyist shall
not represent any entity that would be in direct economic
competition with the Principal, nor shall the Lobbyist represent
any entity that would have an interest in conflict with the best
interest of the Principal.  The Lobbyist shall immediately
disclose potential conflicts of interest.

CONFIDENTIALITY:  Lobbyist acknowledges that any information
deemed confidential or proprietary by the Principle shall not be
disclosed without permission from the Principal, and further
agrees to return any and all information of a propriety or
confidential nature to the Principal upon termination of this
Agreement.  This section shall survive termination of this
Agreement.

OWNERSHIP OF WORK PRODUCT:  Lobbyist acknowledges that any work
product of any type generated for the Principal under the terms
of this Agreement is and shall remain the sole property of the
Principal upon termination of this Agreement.  This section
shall survive termination of this Agreement.



INDEMNIFICATION:  Lobbyist indemnifies and hold harmless
Principal from any liability, claims, judgments, damages or
costs, including reasonable attorney's fees, asserted or awarded
against or incurred by Principal as a result of any act or
omission of the Lobbyist.

DISPUTES:  Any dispute between Lobbyist and Principal arising
under this Agreement shall be resolved by binding arbitration
pursuant to the Commercial Rules of the American Arbitration
Association.  The arbitrators shall have no power to award any
punitive or exemplary damages or to vary or ignore the terms of
this Agreement and shall be bound by controlling law.

RELATIONSHIP OF PARTIES:  The sole relationship of parties is
that of independent contractors and nothing in this agreement or
otherwise shall be deemed or construed to create any other
relationship, including one of employment, joint venture or
agency.  Lobbyist is solely responsible for any taxes or any
type and shall hold Principal harmless.

COMPENSATION AND PAYMENT:  For the services to be performed
under this Agreement, the Principal shall pay the Lobbyist the
sum of $10,000.00 (ten thousand dollars) per month for the term
of this Agreement, unless terminated, in which case any fees due
and payable shall be determined on a pro-rata basis.  Payment is
to be made on the first of each month for which it is owed.

COMPLIANCE:  For the term of this agreement, Lobbyist agrees to
formally register as a legislative and executive branch lobbyist
with the California Secretary of State, and further agrees to at
all times abide by the laws of the state of California governing
lobbyists and to inform the Principal of any legal obligations
the Principal may have under the laws of the state of
California.

THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND IS VALID
AND ENFORCEABLE UPON ACCEPTANCE BY BOTH PARTIES SIGNATORY TO
THIS AGREEMENT.



THIS AGREEMENT SUPERSEDES ANY PREVIOUS WRITTEN AND/OR VERBAL
AGREEMENT BETWEEN PRINCIPAL AND LOBBYIST.

University of Phoenix ("Principal")
4615 E. Elwood St.
Phoenix, AZ 85040

By:    /s/ Charles M. Seigel
       ---------------------
       Charles M. Seigel
       Vice President for National Affairs

Date:  3/26/99

Governmental Advocates, Inc. ("Lobbyist")
1127 - 11th Street, Suite 400
Sacramento, CA  95814

By:    /s/ Hedy Govenar
       ----------------
       Hedy Govenar

Tax ID#:  94-2701026

Date:  3/30/99