EXHIBIT 10.19

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES, OR
DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER OF THESE SECURITIES THAT SUCH REGISTRATION IS NOT REQUIRED.

                            COLLEGE PARTNERSHIP INC.

                     10% SECURED CONVERTIBLE PROMISSORY NOTE


                                                                  US $250,000.00

     THIS PROMISSORY NOTE (this "Note") is made as of this 15th day of June,
2004, by College Partnership Inc., a corporation incorporated under the laws of
Nevada ("Maker"), in favor of DCOFI Master LDC or its assigns ("Payee").

                                    RECITALS

     WHEREAS, Maker requires the financing provided pursuant to this Note and
certain other similar notes issued concurrently herewith for an aggregate
collective principal amount of $500,000 (collectively, the "Bridge Notes"), for
working capital and general corporate purposes, including investor and public
relations funding.

     WHEREAS, in order to secure the payment obligation of the Maker hereunder,
the Maker and the Payee simultaneously herewith are executing and delivering a
Security Agreement dated as of the date hereof (the "Security Agreement").

                                 NOTE AGREEMENT

     NOW, THEREFORE, for and in consideration of the mutual agreements herein
contained, and for and in consideration of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Maker and Payee hereby covenant and agree as set forth below.

     FOR VALUED RECEIVED, Maker hereby promises to pay to the order of Payee,
the principal sum of TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000.00), or
such lesser amount as may from time to time be otherwise owing from Maker to
Payee under this Note, together with interest on the principal amount from time
to time outstanding hereunder accrued from the date hereof at the rate and in
the manner set forth below. All payments of principal or interest or both shall
be paid as set forth below, and each such payment shall be made in lawful money
of the United States of America.

     This Note is subject to the following terms and conditions:

     1. Payments of Principal and Interest.

          (a) Repayment. Unless otherwise repaid or converted as provided
herein, the entire unpaid principal balance of this Note, together with all
accrued but unpaid interest thereon, shall be due and payable in full on June
15, 2005 (the "Maturity Date"). Payee's conversion rights shall be extinguished
upon payment in full of all principal and accrued interest and all other amounts
due hereunder on or after the Maturity Date. Interest shall accrue and be
payable in arrears on a quarterly basis on September 15,2004, December 15,2004,
March 15,2005 and the Maturity Date (each an "Interest Payment Date").

          (b) Late Fee Upon Failure To Repay. If Maker fails to repay this Note
on or prior to the Maturity Date or such earlier date resulting from the
acceleration of the date upon which the principal amount of this Note shall be
payable in accordance with the terms of this Note (due to an Event of Default or
otherwise), the interest rate on the outstanding principle amount, accrued and
unpaid interest and all other amounts due hereunder shall increase to a rate of
20% per annum, until all amounts owing on this Note are repaid in full.

          (c) Optional Prepayment. Maker shall be entitled, at its option, to
prepay all, but not less than all, of the outstanding principal amount,
interest, late fees, penalties and all other amounts due hereunder; provided,
however Maker shall give the Payee not less than ten (10) days prior written
notice of such prepayment; provided, further however, that Payee shall have the
right but not the obligation during such ten (10) day notice period to convert
the entire outstanding principal balance of this Note, together with all accrued
but unpaid interest due hereunder into shares of capital stock of the Maker
pursuant to the terms of Section 3 hereof.

          (d) Manner of Payment. Maker shall make payment in accordance with the
terms of this Note no later than 5:30 p.m. (New York City time) on the date when
due, in immediately available funds. Each payment of principal and of interest
shall be paid by Maker without setoff or counterclaim to Payee at Payee's
address set forth in Section 15, or to such other location or accounts within
the United States as Payee may specify in writing to Maker from time to time, in
immediately available funds.

          (e) Cancellation. After all amounts owed on this Note have been paid
in full and/or all amounts due under this Note has been converted in full into
common stock $.001 par value of the Maker ("Common Stock") !is provided in
Section 3, this Note will be surrendered to Maker for cancellation and will not
be reissued.

     2. Interest Rate. This Note will bear interest at the rate of ten percent
(10%) per year, compounded monthly from the date hereof to and including the
date of payment or conversion of this Note. Interest on this Note shall be
calculated on the basis of actual days elapsed and a 360-day year of twelve
3D-day months.

     3. Conversion into Equity of Maker.

          (a) Conversion. The holder of this Note shall have the right at its
sole election: (i) at any time (including without limitation during the notice
periods set forth in Section l(c) and Section 4 hereof) to convert all, or a
portion, of the principal amount of this Note plus accrued interest thereon,
late fees and other amounts due hereunder or (ii) on an Interest Payment Date,
to convert all accrued interest, in each case into shares of Common Stock at the
price of $0.50 per share of Common Stock (subject to proportional adjustments
for stock splits, stock dividends and the like). Upon such conversion, Payee
shall receive the same rights as an other holders of Common Stock in Maker and
shall be treated for all purposes as the record holder of the shares of Common
Stock issued upon such conversion (the "Shares").

          (b) Mechanics and Effect of Conversion. Upon the conversion of the
principal amount as provided herein, in lieu of any fractional shares of Common
Stock to which Payee would otherwise be entitled, Maker shall pay cash equal to
such fraction multiplied by the last reported sale price of a share of Common
Stock on the Trading Market on which the Common Stock is then listed or quoted
for trading on the Trading Day prior to the date of conversion (or, if the
Common Stock is not then listed or quoted for trading on any Trading Market, the
fair market value of a share of Common Stock as determined by Maker in good
faith). Upon conversion of this Note in full pursuant to this Section 3, Payee
shall surrender this Note, duly endorsed, at the principal offices of Maker or
any transfer agent for Maker. Payee shall also execute and deliver any ancillary
agreements as may be required or reasonably requested to effect the conversion
of this Note. Maker shall pay any and all issue and other taxes that may be
payable in respect of any issue or delivery of Shares pursuant to this Section
3.. As used in this Section 3(b ), the term "Trading Market" means the following
markets or exchanges on which the Common Stock is listed or quoted for trading
on the date in question: the OTC Bulletin Board, the American Stock Exchange,
the New York Stock Exchange, the Nasdaq National Market or the Nasdaq SmallCap
Market, and the term "Trading Day" means (i) a day on which the Common Stock is
traded on a Trading Market, or (ii) if the Common Stock is not quoted on a
Trading Market, a day on which the Common Stock is quoted in the over the
counter market as reported by the National Quotation Bureau Incorporated (or any
similar organization or agency succeeding to its functions of reporting price);
provided, that in the event that the Common Stock is not listed or quoted as set
forth in clauses (i) and (ii) hereof, then Trading Day shall mean a business
day.

          (c) Reservation of Shares. Maker shall at all times reserve and keep
available out of its authorized equity securities, solely for the purposes of
issuance upon the conversion of this Note as herein provided, such -number of
Shares as shall then be issuable upon the full conversion of this Note. Maker
covenants that it shall cause all Shares which shall be so issued to be duly and
validly issued and fully paid and nonassessable and free from an taxes, liens
and charges with respect to the issuance thereof, and, without limiting the
generality of the foregoing, Maker covenants that it will from time to time take
all such action as may be required to assure that the par value per share of the
equity securities will at all times be equal to or less than the conversion
price. Maker will take all such action as may be necessary to assure that all
such Shares may be so issued without violation of any applicable law or
regulation.

          (d) Rights Prior to Conversion. Payee shall have no equity interest in
Maker or any voting, dividend, liquidation or dissolution rights with respect to
any equity securities of Maker solely by reason of this Note. Furthermore, prior
to the conversion, as set forth in this Section 3, and the issuance and delivery
of a certificate or certificates evidencing the Shares purchased pursuant to the
conversion, Payee shall have no interest in, or any voting, dividend,
liquidation or dissolution rights with respect to any equity securities of
Maker.

          (e) Piggyback Registration Rights in Maker. If, at any time, there is
not an effective registration statement covering the resale all of the shares of
capital stock of the Maker issued pursuant to or in connection herewith
(including without limitation 250,000 shares of Common Stock issued as directed
by Duncan Capital LLC on or about the date of issuance of this Note)
(Collectively, the "Registrable Securities"), and Maker shall determine to
prepare and file with the Securities and Exchange Commission (the "Commission")
a registration statement relating to an offering for its own account or the
account of others under the Securities Act of 1933, as amended (the "Securities
Act"), of any of its equity securities (other than on Form S-4 or Form S-8 (each
as promulgated under the Securities Act) or their then equivalents relating to
equity securities to be issued solely in connection with any acquisition of any
entity or business or equity securities issuable in connection with stock option
or other employee benefit plans), then Maker shall send to Payee a written
notice of such determination and, if within ten (10) days after receipt by Payee
of such notice, Maker shall receive a request in writing from Payee, Maker shall
include in such registration statement all or any part of such Registrable
Securities Payee requests to be registered at no cost to Payee (other than
underwriting discounts, fees and commissions). Payee (or its designee(s)) shall
also be provided with such other rights, and Maker shall have such obligations,
as customarily accompany investor piggyback registration rights, including,
without limitation, the right of Payee to customary indemnification by Maker,
Maker's obligation to prepare and file with the Commission such amendments and
supplements to such registration statement as may be necessary to keep such
registration statement effective until the disposition of all securities covered
by such registration statement, the obligation of Maker to register and qualify
the securities covered by such registration statement under applicable state
securities and blue sky laws, ,the obligation of Maker to cause the securities
covered by such registration statement to be listed or quoted on the Trading
Market on which Maker's securities are then listed or quoted and the obligation
of Maker to cause to be provided customary legal opinions and comfort letters of
its independent certified accountants if requested in connection with a sale
pursuant to such registration statement). Notwithstanding the foregoing, if a
registration involves an underwritten offering, and the lead managing
underwriter shall advise Maker that the amount of securities to be included in
the offering exceeds the amount which can be sold in the offering, the number of
securities owned by Payee to be included in the offering shall be eliminated or
reduced as required by the managing underwriter.

          (f) Registration Right in Maker.

                    (i) No later than one hundred twenty (120) days following
          the date of issuance of this Note (assuming no registration statements
          have been filed as provided in Section 3(e) that already cover the
          resale of all of the Registrable Securities) (the "Filing Date"),
          Payee shall have the right to demand that Maker prepare and file with
          the Commission a registration statement (the "Registration Statement")
          covering the resale of all of the Registrable Securities not included
          in any another effective registration statement of the Company, which
          offering shall be made on a continuous basis pursuant to Rule 415
          under the Securities Act. The Registration Statement required
          hereunder shall be on Form SB-2 (except if Maker is not then eligible
          to register for resale the Registrable Securities on Form SB-2, in
          which case the Registration Statement shall be on another appropriate
          form in accordance herewith). Maker shall use its commercially
          reasonable efforts to cause the Registration Statement to be declared
          effective under the Securities Act as promptly as possible after the
          filing thereof and shall use its commercially reasonable efforts to
          keep the Registration Statement continuously effective under the
          Securities Act until the date when all Registrable Securities covered
          by the Registration Statement (a) have been sold pursuant to the
          Registration Statement or an exemption from the registration
          requirements of the Securities Act or (b) may be sold without any
          volume or other restrictions pursuant to Rule 144(k) (the
          "Effectiveness Period"). Payee (or its designee(s) shall also be
          provided with such other rights, and Maker shall have such
          obligations, as customarily accompany investor registration rights,
          including, without limitation, the right of Payee to customary
          indemnification by Maker, Maker's obligation to prepare and file with
          the Commission such amendments and supplements to such registration
          statement as may be necessary to keep such registration statement
          effective until the disposition of all securities covered by such
          registration statement, the obligation of Maker to register and
          qualify the securities covered by such registration statement under
          applicable state securities and blue sky laws, the obligation of Maker
          to cause the securities covered by such registration statement to be
          listed or quoted on the Trading Market on which Maker's securities are
          then listed or quoted and the obligation of Maker to cause to be
          provided customary legal opinions and comfort letters of its
          independent certified accountants if requested in connection with a
          sale pursuant to such registration statement).

                    (ii) Filing Default Liquidation Damages. If a Registration
          Statement is not filed on or prior to the Filing Date if required
          under Section 3(f)(i) hereof, then Maker shall pay to Payee an amount
          in cash, until the earlier of the date that the Registration Statement
          is filed and the Registrable Securities may be sold pursuant to Rule
          144(k), as liquidated damages and not as a penalty, (i) one (1%)
          percent of the aggregate principal amount of this Note for the first
          thirty (30) days (or a pro rata portion of one (1 %) percent for any
          part thereof) following Maker's failure to file, and (ii) an
          additional one (1 %) percent of the aggregate principal amount of this
          Note for each thirty (30) day period subsequent thereto (or a pro rata
          portion of one (1'%) percent for any part thereof), such payment(s) to
          be made in immediately available funds no later than five (5) days
          after the first date of each 30 day period (or any part thereof), as
          the case may be, during Maker's failure to file.

                    (iii) Effectiveness Default Liquidation Damages. In addition
          to any liquidated damages paid, accrued and/or to be paid pursuant to
          Section 3(f)(ii), if (1) the Registration Statement is not declared
          effective on or prior to one hundred and fifty (150) days following
          the issuance of the Note, or (2) if the Registration Statement has
          been declared effective and subsequent thereto is not effective (or
          otherwise does not permit the resale of the Registrable Securities
          covered thereby) for any period of time until the date Payee no longer
          owns any Registrable Securities (an "Effectiveness Default"), then
          Maker shall pay to Payee an amount in cash until the date the
          Registration Statement is declared effective (and permits the resale
          of the Registrable Securities covered thereby) (or if previously
          declared effective until the date the Registration Statement becomes
          effective (and otherwise permits the resale of the Registrable
          Securities covered thereby) again), as liquidated damages and not as a
          penalty, equal to (i) one (1 %) percent of the aggregate principal
          amount of this Note for the first thirty (30) days (or a pro rata
          portion of one (1 %) percent for any part thereof), and (ii) an
          additional one (1 %) percent of the principal amount of this Note for
          each thirty (30) day period subsequent thereto (or a pro rata portion
          of one (1 %) for any part thereof) until the earlier of such date (a)
          the Registration Statement is declared effective (or if previously
          declared effective until the date the Registration Statement becomes
          effective (and otherwise permits the resale of the Registrable
          Securities covered thereby) again), and (b) the Registrable Securities
          may be sold pursuant to Rule 144(k). Any such payment(s) shall be made
          in immediately available funds no later than five (5) days after the
          first day of each 30 day period of each such Effectiveness Default.

          (g) No Inconsistent Agreements. Maker agrees not to enter into any
other agreement providing which is inconsistent with the registration rights
provisions of this Note or contains registration rights provisions which are
senior to the registration rights granted in this Note.

     4. Mandatorv Repavment. Unless Payee chooses to convert this Note, Maker
shall repay the outstanding principal of this Note, all accrued and unpaid
interest and all penalties, damages and fees due hereunder or in connection
herewith upon the sooner of the Maturity Date or ten (10) days following written
notice to Payee that Maker has received proceeds of $1,000,000 or more,
resulting from:

          (a) the sale (in one or more transactions) of any asset(s) (a "Asset
Sale"); or

          (b) the consummation of equity or debt financings or series of
financings (a "Qualified Financing"); provided, however, that this Section 4(b)
shall not apply to any financings obtained from employees, officers,
shareholders, consultants (with whom the Maker has a current consulting
relationship), directors or affiliates of the Maker.

provided, further, however such proceeds shall not include any amounts received
by the Maker from a financing involving solely the Maker's accounts receivables
(the "Account Receivable Financing") or any other transaction with a financial
institution conducted in the ordinary course of the Maker's business and
consistent with past practice, provided, further however, in the case of the
occurrence of an event set forth in Section 4( a) or (b) hereof, the Payee shall
have the right but not the obligation during such ten (10) day notice period to
convert all or part of the entire outstanding principal balance of this Note,
together with all or part of the accrued but unpaid interest due hereunder into
shares of capital stock of the Maker pursuant to the terms of Section 3 hereof.

     5.Representations and Warranties

          (a) Dulv Incorporated. Maker and each of its subsidiaries, all of
which are set forth on Schedule 5(a) attached hereto (the "Subsidiaries"), is a
corporation duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation, with the requisite power and
authority to own, lease and operate its respective properties and conduct its
business as presently conducted or proposed to be conducted, and is duly
qualified to do business as a foreign corporation in good standing in all other
jurisdictions where the ownership or leasing of its properties or the conduct of
its business requires such qualification, except where the failure to be so
qualified would not, individually or in the aggregate, have a Material Adverse
Effect (as defined below). Opposite the name of the Maker and the Subsidiaries
on Schedule 5(a) hereto is the jurisdiction of incorporation for the Maker and
each of its Subsidiaries and the jurisdiction(s) in which each such entity
maintains an office or material assets and/or is qualified to do business.

          (b) Corporate Power. The execution and delivery of this Note, the
Security Agreement and any other document or instrument executed in connection
herewith or therewith (the "Transaction Documents") are within Maker's powers
and have been duly authorized by all necessary corporate and, if required,
stockholder action. The Transaction Documents have been duly executed and
delivered by Maker and each constitutes a legal, valid and binding obligation of
Maker enforceable in accordance with its terms, except as may be limited by
applicable ban1cruptcy, insolvency, reorganization, moratorium and other similar
laws affecting the enforcement of creditors' rights generally and general equity
principles (whether considered in a proceeding in equity or at law).

          (c) Capitalization. The capitalization of the Company is as set forth
Schedule 5( c ) attached hereto. Except as set forth on Schedule 5( a) attached
hereto, the Company does not have any subsidiaries or own directly or indirectly
any of the capital stock or other equity or long-term debt securities of or have
any equity interest in any other person; all of the outstanding shares of
capital stock of the Company and the Subsidiaries have been duly authorized and
validly issued, are fully paid and nonassessable and were not issued in
violation of any preemptive or similar rights and are owned free and clear of
all liens, encumbrances, equities, and restrictions on transferability (other
than those imposed by the Securities Act and the state securities or "Blue Sky"
laws) or voting. All of the outstanding shares of capital stock of the
Subsidiaries are owned, directly or indirectly, by the Company. Except as set
forth on Schedule 5 ( c ) attached hereto, no options, warrants or other rights
to purchase from the Company or any Subsidiary, agreements or other obligations
of the Company or any Subsidiary to issue or other rights to convert any
obligation into, or exchange any securities for, shares of capital stock of or
ownership interests in the Company or any Subsidiary are outstanding. Except as
set forth on Schedule 5( c), there is no agreement, understanding or arrangement
among the Company or any Subsidiary and each of their respective stockholders or
any other person relating to the ownership or disposition of any capital stock
of the Company or any Subsidiary or the election of directors of the Company or
any Subsidiary or the governance of the Company's or any Subsidiary's affairs,
and, if any, such agreements, understandings and arrangements will not be
breached or violated as a result of the execution and delivery of, or the
consummation of the transactions contemplated by, the Transaction Documents.

          (d) No Consents. The execution and delivery of the Transaction
Documents and the issuance of the equity securities underlying such securities
(i) does not require any consent or approval of, registration or filing with, or
any other action by any governmental authority, (ii) will not violate any
applicable law or regulation applicable to Maker or any of its subsidiaries or
the articles of incorporation or bylaws of Maker or other agreement of Maker or
any of its subsidiaries or any order of any governmental authority applicable to
Maker or any of its subsidiaries, (iii) will not violate any agreement of Maker
or any of its subsidiaries or result in a default under any agreement or
instrument evidencing or governing any indebtedness of Maker or any of its
subsidiaries or assets of Maker or any of its subsidiaries or give rise to a
right thereunder to require any payment to be made by Maker, and (iv) will not
result in the creation or imposition of any lien on any asset of Maker or any of
its subsidiaries.

          (e) SEC Reports: Financial Statements: Sarbanes-Oxley Act Compliance.
Maker has filed all reports required to be filed by it under the Securities Act
and the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including pursuant to Section 13(a) or Section 15(d) of the Exchange Act, for
the three (3) years preceding the date hereof (or such shorter period as Maker
was required by law to file such material) (the foregoing materials, including
the exhibits thereto, being collectively referred to herein as the "SEC
Reports"). As of their respective dates, the SEC Reports complied in all
material respects with the requirements of the Securities Act and the Exchange
Act and the rules and regulations of the Commission promulgated thereunder, as
applicable, and none of the SEC Reports, when filed, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. Other than (i)
comments received from the SEC prior to the filing of a SEC Report and
thereafter incorporated in such SEC Report to the SEC's satisfaction and (ii)
comments solicited by the Maker from the SEC and thereafter adequately
incorporated in the Maker's accounting practices and methods, the staff of the
Division of Corporation Finance of the Commission has never provided Maker with
any comments on any registration statement, report or other document filed with
the Commission under the Securities Act or the Exchange Act. The financial
statements of Maker included in the SEC Reports comply in all material respects
with applicable accounting requirements and the rules and regulations of the
Commission with respect thereto as in effect at the time of filing. Such
financial statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis during the periods involved
("GAAP"), except as may be otherwise specified in such financial statements or
the notes thereto and except that unaudited financial statements may not contain
all footnotes required by GAAP, and fairly present in all material respects the
financial position of Maker and its consolidated subsidiaries as of and for the
dates thereof and the results of operations and cash flows for the periods then
ended, subject, in the case of unaudited statements, to normal, immaterial,
year-end audit adjustments. Hein + Associates LLP, which have certified certain
financial statements of Maker and its consolidated subsidiaries included in the
SEC Reports, are independent public accountants as required by the Securities
Act, the Exchange Act and the respective rules and regulations of the Commission
thereunder and are registered and in good standing with the Public Company
Accounting Oversight Board in accordance with the Sarbanes-Oxley Act of 2002. To
the best of its knowledge, Maker is in compliance with all applicable
requirements of the Sarbanes-Oxley Act of 2002 and applicable rules and
regulations promulgated by the Commission thereunder in effect as of the date of
this Note. Maker does not have pending before the Commission any request for
confidential treatment of information.

          (f) Material Changes. Since January 31, 2004 (the date of the
financials included with the SEC Reports filed with the SEC on Form 10QSB on
April 2, 2004), (i) there has been no event, occurrence or development that has
had or that could reasonably be expected to result in a Material Adverse Effect,
(ii) Maker has not incurred any material liabilities (contingent or otherwise)
other than (A) a Account Receivable Financing, (B) trade payables and accrued
expenses incurred in the ordinary course of business consistent with past
practice and (C) liabilities not required to be reflected in Maker's financial
statements pursuant to GAAP or required to be disclosed in filings made with the
Commission, (iii) except as set forth in Schedule 5(f)(C)(iii) hereto, Maker has
not altered its method of accounting, (iv) Maker has not declared or made any
dividend or distribution of cash or other property to its holders of Common
Stock or purchased, redeemed or made any agreements to purchase or redeem any
shares of its capital stock and (v) except as set forth on Schedule 5(f)(C)(v)
hereto, Maker has not issued any equity securities to any officer, director or
affiliate, except pursuant to existing Company stock option plans. For purposes
herein, a "Material Adverse Effect" shall mean (i) a material adverse effect on
the legality, validity or enforceability of any Transaction Documents, (ii) a
material adverse effect on the results of operations, assets, business or
financial condition or prospects of Maker and the Subsidiaries, taken as a
whole, or (iii) a material adverse effect on Maker's ability to perform in any
material respect on a timely basis its obligations under this Note.

          (g) Litigation. There is no action, suit, inquiry, notice of
violation, proceeding or investigation pending or, to the knowledge of Maker,
threatened against or affecting Maker, any Subsidiary or any of their respective
properties before or by any court, arbitrator, governmental or administrative
agency and/or regulatory authority (federal, state, county, local or foreign),
including, but not limited to, the Commission, any State Department of Education
and any State Attorney General (collectively, an "Action") which (i) adversely
affects or challenges or could adversely affect or challenge the legality,
validity or enforceability of any of the Transaction Documents or (ii) except as
set forth on Schedule 5(g)(ii), could, if there were an unfavorable decision,
have or reasonably be expected to result in a Material Adverse Effect. Neither
Maker nor any Subsidiary, nor, to the knowledge of Maker, any current director
or officer thereof, is or has been the subject of any Action involving a claim
of violation of or liability under federal or state securities laws or a claim
of breach of fiduciary duty. There is not pending or, to the knowledge of Maker,
contemplated, any investigation by the Commission and/or other entity involving
Maker or any current directors or officers of Maker. The Commission has not
issued any stop order or other order suspending the effectiveness of any
registration statement filed by Maker or any Subsidiary under the Exchange Act
or the Securities Act.

          (h) Labor Relations. No material labor dispute exists or, to the
knowledge of Maker, is imminent with respect to any of the employees of Maker
which could reasonably be expected to result in a Material Adverse Effect.

          (i) Compliance. Neither Maker nor any Subsidiary (a) is in default
under or in violation of (and no event has occurred that has not been waived
that, with notice or lapse of time or both, would result in a default by Maker
or any Subsidiary under), nor has Maker or any Subsidiary received notice of a
claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a
party or by which it or any of its properties is bound (whether or not such
default or violation has been waived), (b) is in violation of any order of any
court, arbitrator or governmental body, or (c) is or has been in violation of
any statute, rule or regulation of any governmental authority, including without
limitation all foreign, federal, state and local laws applicable to its
business, except in the case of clauses (a), (b) and (c) as would not result in
a Material Adverse Effect.

          (j) Regulatory Permits. Maker and the Subsidiaries possess all
certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their
respective businesses, except where the failure to possess such permits would
not have or reasonably be expected to result in a Material Adverse Effect
("Material Permits"), and neither Maker nor any Subsidiary has received any
notice of proceedings relating to the revocation or modification of any Material
Permit.

          (k) Title to Assets. All property and assets owned by the Maker are
owned outright free and clear of mortgages, pledges, security interests, liens,
charges and other encumbrances, except for (i) liens for current taxes not yet
due, (ii) minor imperfections of title, if any, not material in amount and not
materially detracting from the value or impairing the use of the property
subject thereto or impairing the operations of the Maker or (iii) set forth on
Schedule 5(k) hereto.

          (1) Intellectual Property Rights.

                    (i) Maker and its Subsidiaries own, or possess adequate
          rights or licenses to use all trademarks, trademark applications,
          trade names, service marks, service mark registrations, service names,
          patents, patent applications, patent rights, copyrights, copyright
          applications, inventions, licenses, permits, approvals, governmental
          authorizations, know-how (including trade secrets and other unpatented
          and/or unpatentable proprietary and confidential information, systems
          or procedures) and other intellectual property rights (collectively,
          "Intellectual Property Rights") necessary to conduct their respective
          businesses as now conducted or proposed to be conducted. Maker's
          Intellectual Property Rights are valid and enforceable, and no
          registration relating thereto has lapsed, expired or been abandoned or
          cancelled or is the subject of cancellation or other adversarial
          proceedings, or is expected to expire or terminate within two years
          from the date of this Note, and all applications therefore are pending
          and in good standing. Maker and its Subsidiaries do not have any
          knowledge of any infringement by Maker or its Subsidiaries of
          Intellectual Property Rights of others, or of any such development of
          similar or identical trade secrets or technical information by others
          and no claim, action or proceeding has been made or brought against,
          or to Maker's knowledge, has been threatened against, Maker or its
          Subsidiaries regarding infringement of Intellectual Property Rights.
          All personnel, including employees, agents, consultants and
          contractors, who have contributed to or participated in the conception
          and development of Maker's Intellectual Property Rights have either
          (a) been a party to a "work for hire" arrangement or agreement with
          Maker or a Subsidiary, in accordance with federal or state law, that
          by its terms accords to Maker or a Subsidiary ownership of all
          tangible or intangible property thereby arising, or (b) have executed
          appropriate instruments of assignment in favor of Maker or a
          Subsidiary as assignee that by their terms validly convey to Maker or
          a Subsidiary complete and sole ownership of all tangible and
          intangible property thereby arising, and Maker and its Subsidiaries
          have taken other reasonable security measures to protect the secrecy,
          confidentiality and value of all of their Intellectual Property
          Rights.

                    (ii) Neither Maker nor any Subsidiary is in default under or
          in violation of (and no event has occurred that has not been waived
          that, with notice or lapse of time or both, would result in a default
          by Maker or any Subsidiary under), nor has Maker or any Subsidiary
          received notice of a claim that it is in default under or that it is
          in violation of, any license agreement, collaboration agreement,
          development agreement or similar agreement relating to their
          respective businesses.

          (m) Transactions With Affiliates and Employees. Except as set forth on
Schedule 5(m) hereto, none of the officers, directors, employees and/or
affiliates of Maker and the Subsidiaries are a party to any transaction with
Maker or any Subsidiary (other than for services as employees, officers and
directors), including any contract, agreement or other arrangement providing for
the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
director employee or such affiliate or, to the knowledge of Maker, any entity in
which any officer, director, or any such employee has a substantial interest or
is an officer, director, trustee, partner or affiliate other than (a) for
payment of salary or consulting fees for services rendered, (b) reimbursement
for expenses incurred on behalf of Maker and (c) for other employee benefits,
including stock option agreements under any stock option plan of Maker, which in
the aggregate (for the total amount in (a), (b) and (c) combined) does not
exceed the amount of $5,000 for any officer, director, employee or affiliate. No
notes, debts or other indebtedness held by officers, directors, employees and/or
affiliates of Maker and the Subsidiaries are secured by a lien or security
interest on any of the assets or properties of the Maker or the Subsidiaries.

          (n) Disclosure Controls and Procedures: Internal Accounting Controls.
The management of Maker has (i) designed disclosure controls and procedures to
ensure that material information relating to Maker, including its Subsidiaries,
is made known to the management of Maker by others within those entities, and
(ii) has disclosed, based on its most recent evaluation, to Maker's outside
auditors and the audit committee of the Board of Directors (A) any significant
deficiencies in the design or operation of internal controls which could
adversely affect Maker's ability to record, process, summarize and report
financial data and have identified for Maker's outside auditors any material
weaknesses in internal controls and (B) any fraud, whether or not material, that
involves management or other employees who have a significant role in Maker's
internal controls. Maker and each of its Subsidiaries maintains a system of
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance
with management's general or specific authorization and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences,
subject to the internal control weaknesses discussed in item 8A of Form 10~SB
for the year ended July 31,2003 and item 7 of Part II and item 3 of Part I of
Form 10-QSB for the periods ended October 31, 2003 and January 31, 2004,
respectively.

          (0) Listing and Maintenance Requirements. Maker is, and has no reason
to believe that it will not in the foreseeable future continue to be, in
compliance with all listing and maintenance requirements of the trading market
on which the Common Stock is traded.

          (P) Tax Status. Maker and each of its Subsidiaries has made or filed
all foreign, federal and state income and all other tax returns, reports and
declarations required by any jurisdiction to which it is subject (except Maker's
July 2002 and 2003 Federal and state income tax returns which have not yet been
finalized and filed by the Maker, but which will reflect losses and no taxes,
interest or penalties due), and has paid all taxes and other governmental
assessments and charges that are material in amount, shown or determined to be
due on such returns, reports and declarations or to Maker's knowledge otherwise
due and payable, except those being contested in good faith and has set aside on
its books reserves in accordance with GAAP reasonably adequate for the payment
of all taxes for periods subsequent to the periods to which such returns,
reports or declarations apply. There are no unpaid taxes in any material amount
claimed to be due by the taxing authority of any jurisdiction, and the officers
of Maker know of no basis for any such claim.

          (q) Right of First Refusal. Except for Duncan Capital LLC and the
other payees of the Bridge Notes, no person is a party to any agreement,
contract or understanding, written or oral entitling such party to (i) a right
of first refusal or (ii) purchase or otherwise receive any securities of Maker,
at any time, in each case with respect to offerings of securities by Maker.

          (r) Insurance. Each of Maker and its Subsidiaries maintain insurance
of the types and in the amounts deemed adequate for its business, including, but
not limited to, product liability insurance, insurance covering real and
personal property owned or leased by Maker and its subsidiaries against theft,
damage, destruction, acts of vandalism and all other risks customarily insured
against, all of which insurance is in full force and effect.

          (s) Environmental. Maker and each of its Subsidiaries is, to the best
of its knowledge, in compliance with all applicable published rules and
regulations (and applicable standards and requirements) of the United States
Environmental Protection Agency (the "EPA") and of any similar foreign or state
agency. There is no suit, claim, action or proceeding now pending before any
court, governmental agency or board, or other forum, nor is any of the same
threatened by any Person; and, there is no fact or circumstance actually known
to Maker which could reasonably be anticipated to be the basis for any such
suit, claim, action or proceeding, for (i) noncompliance by Maker with any
environmental law, rule, regulation or requirement, or (ii) relating to the
release or threatened release into the environment by Maker of any pollutant,
toxic or hazardous material, oil, or waste generated by Maker. Maker has not
released any Hazardous Materials (as hereinafter defined) at any site owned or
leased by Maker or shipped any Hazardous Materials for treatment, storage or
disposal at any other site of facility. For purposes of this Section 5(r),
"Hazardous Materials" shall mean and include any solid, hazardous or toxic
waste, substance or material as defined in the United States Resource
Conservation and Recovery Act; the Clean Air Act; the Clean Water Act; the Toxic
Substances Control Act; the Comprehensive Environmental Response, Compensation
and Liability Act; applicable foreign and state laws for the protection of the
environment, and the regulations promulgated under any of the foregoing.

          (t) Conduct of Business. Since January 31,2004, Maker has not (a)
incurred any debts, obligations or liabilities, absolute, accrued, contingent or
otherwise, whether due or to become due that: (i) are not current liabilities
incurred in the usual and ordinary course of business or an Account Receivable
Financing or (ii) have a Material Adverse Effect, (b) made or suffered any
changes in its contingent obligations by way of guaranty, endorsement (other
than the endorsement of checks for deposit in the usual and ordinary course of
business), indemnity, warranty or otherwise, (c) discharged or satisfied any
liens other than those securing, or paid any obligation or liability other than,
current liabilities shown on the balance sheet dated as at January 31, 2004, and
forming part of the SEC Documents, and current liabilities incurred since
January 31,2004, in each case in the usual and ordinary course of business,
except as set forth on Schedule 5(t)(c), (d) mortgaged, pledged or subjected to
lien any of its assets, tangible or intangible (other than an Account Receivable
Transactions), (e) sold, transferred or leased any of its assets except in the
usual and ordinary course of business (other than Account Receivable
Transactions), (f) cancelled or compromised any debt or claim, or waived or
released any right, of material value, (g) suffered any physical damage,
destruction or loss (whether or not covered by insurance) adversely affecting
the properties or business of Maker, (h) entered into any transaction other than
in the usual and ordinary course of business except for this Note and the
related agreements referred to herein, (i) encountered any labor difficulties or
labor union organizing activities, (j) made or granted any wage or salary
increase or entered into any employment agreement, except for wage increases and
raises given in the ordinary course of business and consistent with past
practice, (k) issued or sold any shares of capital stock or other securities or
granted any options with respect thereto, or modified any equity security of
Maker, except as set forth on Schedule 5(t)(k) hereto, (1) except as set forth
on Schedule 5(t)(1) hereof, declared or paid any dividends on or made any other
distributions with respect to, or purchased or redeemed, any of its outstanding
equity securities, (m) suffered or experienced any change in, or condition
affecting, its condition (financial or otherwise), properties, assets,
liabilities, business operations or results of operations other than changes,
events or conditions in the usual and ordinary course of its business, having
(either by itself or in conjunction with all such other changes, events and
conditions) a Material Adverse Effect, (n) made any change in the accounting
principles, methods or practices followed by it or depreciation or amortization
policies or rates theretofore adopted, except as set forth on Schedule 5(t)(n),
or (o) entered into any agreement or otherwise obligated itself, to do any of
the foregoing.

          (u) Conversion Securities. The equity securities issuable upon
conversion of this Note, when issued in compliance with the provisions of this
Note (assuming the holder of this Note converts this Note into equity
securities), will be duly authorized and validly issued, fully paid and
nonassessable, and will be free of any liens or encumbrances created by Maker.

          (v) Registration. The execution, issuance or delivery of the
Transaction Documents or the issuance and sale of the securities of the Maker
issuable upon conversion of the Bridge Notes will be exempt from registration
under the Securities Act.

     6. Covenants. Until the earlier of the conversion of this Note into Common
Stock or other equity securities of Maker as provided herein or the payment of
full of the principal, interest, and any late fees or other payments under this
Note (or, in the case of paragraphs (d) through (k) below, until the later of
the date Payee no longer owns this Note or any Registrable Securities):

          (a) Maintaining Properties. Assets. Maker shall reasonably maintain in
good repair, working order and condition its properties and other assets, and
those of any Subsidiary, and from time to time make all reasonably necessary
repairs, renewals and replacements thereto.

          (b) No Transfer of Intellectual Property. Maker shall not, and shall
not permit any of its Subsidiaries, to transfer any of its Intellectual Property
Rights to any affiliate or third party without the written consent of Payee.

          (c) Liens. Maker shall not, and shall not permit any of its
Subsidiaries to, create, incur or suffer to exist any security interests, liens,
claims or encumbrances ("Liens") upon any of its or its Subsidiaries' assets or
properties, except for (i) Liens created by operation of law such as
materialmen's liens, mechanic's liens and other similar Liens; (ii) deposits,
pledges or Liens securing obligations incurred in respect of workers'
compensation, unemployment insurance or other forms of governmental insurance or
benefits; (iii) Liens imposed by any governmental authority for taxes,
assessments or charges not yet due or that are being contested in good faith by
appropriate proceedings with the establishment of adequate reserves on the
balance sheet of Maker; (iv) Liens arising from the Accounts Receivable
Financing or any other accounts receivable receiving financing whether now
existing (including, but not limited to, financing through Universal Service and
Monterey Capital) or hereinafter created (including, but not limited to IT Sims,
Inc.); and (v) Liens in existence as of the date hereof as set forth on Schedule
6( c) hereto (collectively, the "Permitted Liens").

          (d) Furnishing of Information.

                    (i) Maker covenants and agrees to timely file (or obtain
          extensions in respect thereof and file within the applicable grace
          period) all reports required to be filed by Maker after the date
          hereof pursuant to the Exchange Act. Until the later of the date Payee
          no longer owns this Note or any Registrable Securities, if Maker is
          not required to file reports pursuant to the Exchange Act, it will
          prepare and furnish to Payee and make publicly available in accordance
          with Rule 144( c) such inf9rmation as is required for Payee to sell
          its shares of Common Stock under Rule 144. Maker further covenants and
          agrees that it will take such further action as Payee may reasonably
          request, all to the extent required from time to time to enable such
          person to sell any shares of Common Stock without registration under
          the Securities Act within the limitation of the exemptions provided by
          Rule 144.

                    (ii) Immediately upon the occurrence of an Asset Sale or a
          Qualified Financing, the Maker shall deliver notice of such event to
          the Payee as provided for in Section 4 hereof.

          (e) Shareholders Rights Plan. No claim will be made or enforced by
Maker or any other person that Payee is an "Acquiring Person" under any
shareholders rights plan or similar plan or arrangement in effect or hereafter
adopted by Maker, or that Payee could be deemed to trigger the provisions of any
such plan or arrangement, by virtue of receiving Registrable Securities under
this Note or under any other agreement between Maker and Payee.

          (f) Use of Proceeds. Maker covenants and agrees that all of the net
proceeds that it receives from the sale of the Bridge Notes, although
distributed, allocated and expended by Maker in its sole discretion, shall be
used for working capital and general corporate purposes, including investor and
public relations funding.

          (g) Form D and Blue Sky. If required, Maker shall file a Form D with
respect to the issuance of the Bridge Notes (or the issuance of Common Stock or
other equity securities upon conversion of this Note) as required under
Regulation D under the Securities Act and, upon written request, provide a copy
thereof to Payee promptly after such filing. Maker shall take such action as
Maker shall reasonably determine is necessary in order to obtain an exemption
for or to qualify the Note for sale to Payee pursuant to this Note (or the
issuance of Common Stock or other equity securities upon conversion of this
Note) under applicable securities or "Blue Sky" laws of the states of the United
States, and shall provide evidence of any such action so taken to Payee promptly
after such filing.

          (h) Reservation of Common Stock. As of the date hereof, Maker has
reserved and Maker shall continue to reserve and keep available at all times,
free of preemptive rights, a sufficient number of shares of Common Stock for the
purpose of enabling Maker to issue the Shares upon conversion of this Note.

          (i) Listing of Common Stock. Maker hereby agrees to maintain the
listing and trading of the Common Stock on its current trading market, and to
file with the trading market to list the applicable shares of Common Stock
issuable in connection herewith on the trading market. Maker further agrees, if
Maker applies to have the Common Stock traded on any other trading market, it
will include in such application the shares of Common Stock issuable in
connection herewith and will take such other action as is necessary or desirable
in the opinion of Payee to cause such shares to be listed on such other trading
market as promptly as possible. Maker will take all action necessary to continue
the listing and trading of its Common Stock on its current trading market and
will comply in all material respects with Maker's reporting, filing and other
obligations under the bylaws or rules of the trading market.

          (j) Non-Public Information. Maker covenants and agrees that neither it
nor any other person acting on its behalf will provide Payee or its agents or
counsel with any information that Maker believes constitutes material non-public
information, and, in any event, Maker hereby agrees that Payee shall not have
any duty of confidentiality or any other obligation with respect to any such
information if any such disclosure occurs, subject to such Payee complying with
all applicable securities laws.

          (k) Reporting Obligations. Maker shall continue to file or furnish
pursuant to the Exchange Act or the Securities Act, and Maker shall use
commercially reasonable best efforts to maintain its status as an issuer
required to file such reports under the Exchange Act. In addition, Maker shall
take all actions necessary to continue to meet the "registrant eligibility"
requirements set forth in the general instructions to Form SB-2 or any successor
form thereto, to continue to be eligible to register the resale of the Shares
under the Securities Act on such Form.

          (1) Extraordinary Actions. Maker shall not nor shall it permit any
Subsidiary to: (i) make or approve any changes in accounting methods or policies
(other than as required by GAAP), (ii) other than the Accounts Receivable
Financing, incur any indebtedness for borrowed money, unless payment of such
indebtedness is subordinated to the payment of this Note pursuant to a
subordination agreement to be entered into which shall be satisfactory to Payee,
(iii) sell or otherwise transfer any material assets or rights of the Maker or a
Subsidiary or enter into any contract or agreement relating to the sale of
assets (other than with respect to the Accounts Receivable Financing), (iv)
enter into any contract, agreement or transaction with any officer, director,
stockholder or affiliate of the Maker or a Subsidiary other than ordinary course
transactions that are consistent with past practice and pursuant to arms length
terms, (v) directly or indirectly payor declare any dividend or make any
distribution upon, redeem, retire or repurchase or otherwise acquire, any shares
of capital stock or other securities of the Maker or a Subsidiary, (vi) acquire
or dispose (whether in a single transaction or series of transactions) any
business (or any material part of any business) or any shares or interests in
any subsidiary of Maker, (vii) enter into any partnership, joint venture or
merger with any other person or party, (viii) incur a capital expenditure in
excess of $25,000 or (ix) materially change the Maker's line of business as
currently conducted.

          (m) Termination of Certain UCCs. The Maker shall cause John J. Grace
and Janice A. Jones to file UCC-3 Termination Statements for all secured
indebtedness which list John J. Grace and/or Janice A. Jones as secured parties
and the Maker and/or the Subsidiaries as Debtor(s), including without limitation
UCC-3 (file number 20012009697) filed on February 6, 2001 listing John J. Grace
and Janice A. Jones as secured parties and College Bound Student Alliance Inc.
as the debtor.

          (n) Restriction on New Indebtedness. Neither the Maker nor any of the
Subsidiaries shall borrow any additional funds or incur any other additional
indebtedness with: (i) Highlands Premier Acceptance Corp. or any of its
affiliates or (ii) Jerome M. Lapin.

     7. Events of Default. The following are "Events of Default" hereunder:

          (a) any failure by Maker to pay when due all or any principal or
accrued interest hereunder;

          (b) any representation or warranty made by or on behalf of Maker in
this Note proves to have been incorrect, false or misleading in any material
respect on the date of which made;

          (c) any material failure by Maker to perform any covenant or agreement
under this Note and such failure shall remain uncured for a period of five (5)
days after receipt by Maker of written notice of such failure from Payee;

          (d) if Maker or any subsidiary of Maker shall (i) apply for or consent
to the appointment of a receiver, trustee, custodian or liquidator or any of its
property, (ii) admit in writing its inability to pay its debts as they mature,
(iii) make a general assignment for the benefit of creditors, (iv) be
adjudicated bankrupt or insolvent or be the subject of an order for relief under
Title 11 of the United States Bankruptcy Code, (v) file a voluntary petition in
bankruptcy or a petition for bankruptcy, reorganization, insolvency,
readjustment of debt, dissolution or liquidation, or an answer admitting the
material allegations of a petition filed against it in any proceeding under any
such law and such petition or proceeding shall remain undismissed or unstayed
for thirty (30) days, or (vi) take or permit to be taken any action in
furtherance of or for the purpose of effecting any of the foregoing;

          (e) any dissolution, liquidation or winding up of Maker or any
substantial portion of its business;

          (f) any cessation of operations by Maker or Maker is otherwise
generally unable to pay its debts as such debts become due (consistent with
Maker's usual ordinary course timing of payment);

          (g) the failure by Maker to maintain any material Intellectual
Property Rights, personal, real property or other assets which are necessary to
conduct its business (whether now or in the future);

          (h) the merger, consolidation or reorganization of Maker with or into
another corporation or person or entity (other than with or into a wholly-owned
subsidiary), or the sale of capital stock of Maker by Maker or the holders
thereof, in any case under circumstances in which the holders of a majority of
the voting power of the outstanding capital stock of Maker immediately prior to
such transaction shall own less than a majority in voting power of the
outstanding capital stock of Maker or the surviving or resulting corporation or
other entity, as the case may be, immediately following such transaction.

          (i) if a default with respect to payment of indebtedness of $25,000 or
more occurs under any other loan agreement, note or other instrument or evidence
of indebtedness of Maker or its subsidiaries and continues beyond any applicable
grace period therein provided (unless legitimate reason exists to dispute
payment and the Maker has challenged such payment and provides substantiating
documents to Payee); or

          (j) final, non-appealable judgments for the payment of money, which
judgments in the aggregate exceed $25,.000, shall be rendered against Maker or
its subsidiaries by a court of competent jurisdiction;

provided, however, that with respect to any Event of Default (other than under
Section 7(a) (with respect to payment of principal), 7(d) or 7(e), 1{h}), the
Maker may give the Payee written notice of any such event (within forty-eight
(48) hours of its occurrence) and, upon giving such notice, the Maker shall have
ten (10) business days to cure such Event of Default; in the event that Maker
fails to give written notice of the occurrence of such event, the Maker shall
have no opportunity to cure such default (unless separately consented to by
Payee).

     8. Remedies on Default. If any Event of Default shall occur and be
continuing, then the entire principal and all accrued interest under this Note
shall, at the option of Payee (except in the case of an Event of Default under
Section 7(d) or ~ above, in which event acceleration shall be automatic), become
immediately due and payable, without notice or demand (except for applicable
cure notices as required and set forth elsewhere in this Agreement).

     9. Seniority. The payment of this Note shall be senior to all obligations
of Maker, whether now existing or hereinafter incurred, other than those set
forth on Schedule 9(a) hereto.

     10. Use of Proceeds. Proceeds from this Note shall be used by Maker solely
for general working capital purposes.

     11. Certain Waivers. Except as otherwise expressly provided in this Note,
Maker hereby waives diligence, demand, presentment for payment, protest,
dishonor, nonpayment, default and notice of any and all of the foregoing.

     12. No Impairment. Maker will not, by amendment of its articles of
incorporation, bylaws, or through reorganization, consolidation, merger,
dissolution, sale of assets, or another voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this Note, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of Payee against impairment.

     13. Amendments. This Note may not be changed orally, but only by an
agreement in writing and signed by the party against whom enforcement of any
waiver, change, modification or discharge is sought.

     14. GOVERNING LAW: JURISDICTION: WAIVER OF JURY TRIAL. THIS NOTE SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. MAKER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF
NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF
THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELAT.ING TO THIS NOTE, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR,
TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. NOTHING IN THIS NOTE OR
ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS NOTE TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. MAKER HEREBY WAIVES THE RIGHT TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING FOR THE ENFORCEMENT OR COLLECTION OF
THIS NOTE.

     15. Notices. All notices and communications shall be in writing and shall
be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

         If to Maker:              College Partnership Inc.
                                   333 South Allison Parkway Suite 100
                                   Lakewood Colorado 80226-3115
                                   Attn.: John Grace

         with a copy to:           David M Loev
                                   2777 Allen Parkway Suite 1000
                                   Houston, Texas 77019

         If to Payee:              Duncan Capital
                                   830 Third Avenue, 14th Floor
                                   New York, New York 10022

     16. Transaction and Enforcement Costs. In the event that Payee shall, after
the occurrence and during the continuance of an Event of Default (and provided
that Payee shall be permitted, at such time, to enforce its rights hereunder and
retain payments received hereunder), turn this Note over to an attorney for
collection, Maker shall further be obligated to Payee for Payee's reasonable
attorneys' fees and expenses incurred in connection with such collection as well
as any other reasonable costs incurred by Payee in connection with the
collection of all amounts due hereunder.

     17. Loss. Theft, Destruction or Mutilation of Note. Upon notice by Payee to
Maker of the loss, theft, destruction or mutilation of this Note, and upon
surrender and cancellation of this Note, if mutilated, Maker, as its expense,
will make and deliver a new note of like tenor, in lieu of this Note.

     18. Successors and Assigns. This Note and the obligations and rights of
Maker hereunder, shall be binding upon and inure to the benefit of Maker, the
holder of this Note, and their respective successors and assigns. This Note is
assignable by Payee to any other person or entity without the consent of Maker.

     19. Severability. In the event that any provision of this Note becomes or
is declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Note will continue in full force and effect without said provision
and the parties agree to replace such provision with a valid and enforceable
provision that will achieve, to the extent possible, the economic, business and
other purposes of such provisions; provided, however, that no such severability
will be effective against a party if it materially and adversely changes the
economic benefits of this Note to such party.

     20. Further Assurances. Maker and its agents shall each cooperate with
Payee and use (or cause its agents to use) its best efforts to promptly (i) take
or cause to be taken all necessary actions, and do or cause to be done all
things necessary, proper or advisable under this Note and applicable laws to
consummate and make effective all transactions contemplated by this Note as soon
as practicable following the request of Payee, and (ii) obtain all approvals
required to be obtained from any third party necessary, proper or advisable to
the transactions contemplated by this Note.

     21. Usury. Notwithstanding any provision to the contrary contained in this
Note, or any and all other instruments or documents executed in connection
herewith, Maker and Payee intend that the obligations evidenced by this Note
conform strictly to the applicable usury laws from time to time in force. If,
under any circumstances whatsoever, fulfillment of any provisions thereof or any
other document, at the time performance of such provisions shall be due, shall
involve transcending the limit of validity prescribed by law, then, ipso facto,
the obligation to be fulfilled shall be reduced to the limit of such validity.

     22. Indemnity. Maker hereby agrees to defend, indemnify and hold Payee
harmless from and against all claims, damages, investigations, judgments,
penalties, costs and expenses (including attorneys' fees and court costs now or
hereafter arising from the aforesaid enforcement of this clause) arising
directly or indirectly from Maker or third parties with whom the Maker has a
contractual relationship, from the use of the proceeds of this Note, or arising
directly or indirectly from the violation of any rule, regulation, statute or
law, whether such claims are asserted by any governmental entity or any other
person.

             [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF, Maker has duly caused this Note to be signed on its behalf:
in its company name and by its duly authorized officer as of the date first set
forth above.


                                             COLLEGE PARTNERSHIP INC.
                                             By: John J. Grace
                                             Title: CFO
 Acknowledged by:

By:
      Name: Mark Eagle
      Title: COO