EX-10.23

                           CONVERTIBLE PROMISSORY NOTE

$100,000.00                                      Dated: As of October 24, 2005

         FOR VALUE RECEIVED,  the undersigned,  SONOMA COLLEGE,  INC. ("Maker"),
hereby  promises to pay to the order of TLC, LLC ("Holder") the principal sum of
One  Hundred  Thousand  Dollars  ($100,000.00)   pursuant  to  this  convertible
promissory  note  (the  "Principal  Amount"),  on or by  October  24,  2006 (the
"Maturity Date"), plus accrued and unpaid interest as set forth below.

         1.  Principal  and  interest  shall be payable  in lawful  money of the
United States of America in immediately  available funds, without any deduction,
setoff or counterclaim, at the address of Holder specified herein.

         2. This Note shall bear interest on the unpaid  principal amount hereof
commencing on the date hereof at a rate of 7.5% per annum.  Upon the  occurrence
and during the continuance of an Event of Default,  interest shall accrue on the
unpaid  principal  amount of this Note,  from the date of such default until the
earlier of the date the  principal  sum is paid in full or, if  applicable,  the
date such  default is cured,  at the rate of 12% per annum (but not higher  than
the  applicable   maximum  rate  provided  by  law).  Accrued  interest  on  the
outstanding principal amount of this Note shall be payable on the Maturity Date,
unless  accelerated  as a result of the occurrence of an Event of Default as set
forth below.

         3. The principal  amount of this Note may be prepaid,  at the option of
Maker,  in whole at any time,  together with all accrued  interest upon ten (10)
days prior written notice to Holder.

         4. (a) Prepayment  Conversion.  Notwithstanding  anything  contained in
this Note to the  contrary,  Maker shall have the option,  by written  notice to
Holder,  at any time on or prior to the Maturity Date, to convert this Note into
that number of fully paid and non-assessable shares of common stock of the Maker
("Common Stock") determined by dividing all of the unpaid principal and interest
due on this Note as of the date of conversion by 0.20. As a condition  precedent
to  conversion  of this Note into  shares of Common  Stock,  the Holder  will be
required to execute a stock purchase agreement and other agreements  customarily
prepared  in  connection  with the  conversion  of a Note into  shares of Common
Stock.

                  (b)  Issuance  of  Securities  on   Conversion.   As  soon  as
practicable after conversion of this Note, Maker, at its expense,  will cause to
be issued in the name of and delivered to the Holder of this Note, a certificate
or certificates  representing the number of fully paid and nonassessable  shares
of  Common  Stock to which  Holder  shall be  entitled  on such  conversion.  No
fractional  shares will be issued on  conversion  of this Note.  If Holder would
otherwise be entitled to a fractional share, Holder shall receive a cash payment
equal to the per share  price of the Common  Stock  (subject to  adjustment,  as
applicable)  multiplied by the  fractional  share the Holder would  otherwise be
entitled to receive.

<PAGE>

                  (c)  Termination  of Rights.  All rights with  respect to this
Note  shall  terminate  upon (i) the  issuance  of shares  of  Common  Stock (as
applicable)  upon  conversion  of this Note  pursuant to this Section 4; or (ii)
upon payment, whether or not this Note has been surrendered. Notwithstanding the
foregoing, the Holder agrees to surrender this Note to Maker for cancellation as
soon as is practicable following conversion of this Note.

         5. This Note and any  ancillary  documents  entered into in  connection
therewith, each as amended, extended or modified from time to time, are referred
to collectively herein as the "Transaction Documents".

         6. The unpaid  principal  amount of this  Note,  the  accrued  interest
thereon  and  all  other  obligations  of  Maker  hereunder  (collectively,  the
"Obligations"),  at the  option of  Holder,  shall  become  immediately  due and
payable upon the occurrence of any of the following  events of default  ("Events
of Default"):

                  (a) Maker  shall  fail to pay:  (i) any  principal  or accrued
interest  under this Note within ten (10) days after the Maturity  Date; or (ii)
any of the other monetary obligations to be paid by it under this Note or any of
the other  Transaction  Documents  within 10 days of the due date for payment of
same.

                  (b) Maker shall default in the  observance or  performance  of
any material  agreements,  covenants or conditions  contained in this Note or in
any other  document  or  instrument  referred  to herein or therein  (except the
failure to pay monetary  obligations)  and fail to cure such  default  within 10
business days of the date Maker obtains  notice  thereof  whether from Holder or
otherwise.

                  (c) Any present or future  representation  or warranty made by
or on  behalf  of  Maker  whether  contained  herein  or in  any  of  the  other
Transaction  Documents shall be false or incorrect in any material  respect when
such representation or warranty is made.

                  (d) The  occurrence  of any of the  following  with respect to
Maker: dissolution;  termination of existence;  insolvency;  business cessation;
calling of a meeting of creditors;  appointment  of a receiver for any property;
assignment for the benefit of creditors or admit in writing its inability to pay
its debts as they become due; voluntary commencement of any proceeding under any
bankruptcy or insolvency law;  commencement of any involuntary  proceeding under
any bankruptcy or insolvency law and if any such  involuntary  proceeding is not
dismissed  within 60 days or the relief  requested is granted;  entry of a court
order which enjoins or restrains the conduct of business in the ordinary course.

         7. Maker shall reimburse Holder for all costs and expenses  incurred by
Holder  and  shall  pay the  reasonable  fees,  disbursements  and out of pocket
expenses of counsel to Holder in  connection  with the  enforcement  of Holder's
rights hereunder. Maker shall also pay any and all taxes (other than taxes on or
measured  by net  income of the  holder of this  Note)  recording  fees,  filing
charges, search fees or similar items incurred or payable in connection with the
execution and delivery of this Note.

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<PAGE>

         8. Maker waives demand, presentment, protest and notice of any kind and
consents to the release,  surrender or  substitution  of any and all security or
guarantees for the obligations evidenced hereby or other indulgence with respect
to this Note, all without notice.

         9. Maker  shall  indemnify,  defend and save Holder  harmless  from and
against any and all claims, liabilities,  losses, costs and expenses (including,
without limitation,  reasonable attorneys' fees, disbursements and out of pocket
expenses) of any nature  whatsoever which may be asserted against or incurred by
Holder arising out of or in any manner  occasioned by or any failure by Maker to
perform  any  of its  obligations  hereunder  or  pursuant  to  the  Transaction
Documents.

         10.  Maker agrees to do such further acts and to execute and deliver to
Holder such  additional  agreements,  instruments  and  documents  as Holder may
reasonably require or deem advisable to effectuate the purposes of this Note, or
to confirm to Holder its rights, powers and remedies under this Note.

         11.  (a) Any  notice  or  other  communication  required  or  permitted
hereunder  shall be in writing and shall be delivered or transmitted  personally
by  messenger,  by  recognized  overnight  courier,  telecopied  or  mailed  (by
registered or certified mail, postage prepaid) as follows:

                           (i) If to Maker, one copy to:

                           Sonoma College, Inc.
                           1304 South Point Blvd.,
                           Petaluma, CA, 94954
                           Attn: Charles D. Newman

                           with a simultaneous copy to:

                           Cohen & Czarnik LLP
                           140 Broadway, 36th Floor
                           New York, New York 10005
                           Telecopier: (212) 937-3870
                           Attn.: Jan P. Cohen, Esq.

                           (ii) If to the Holder:

                           TLC, LLC

                           188 Country Club Drive
                           Manhasset, NY  11030
                           Attn: Tamara Cargiulo


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<PAGE>

                  (b)  Each  such  notice  or  other   communication   shall  be
effective: (i) if given by telecopier,  when such telecopy is transmitted to the
telecopier number specified in Section 11(a) (with  confirmation of transmission
received by the sender);  or (ii) if given by any other means,  when received at
the address  specified in Section 11(a). Any party by notice given in accordance
with this  Section  11 to the other  party may  designate  another  address  (or
telecopier number) or person for receipt of notices hereunder.

         12. This Note  contains the entire  agreement  between the parties with
respect to the  subject  matter  hereof  and  supersedes  all prior  agreements,
written or oral, with respect thereto.

         13.  This  Note  may be  amended,  superseded,  cancelled,  renewed  or
extended only by a written instrument signed by Holder and Maker. Any provisions
hereof may be waived by a party but any such waiver must be in writing signed by
such party and any such waiver shall be effective only in the specific  instance
and for the specific  purpose for which given. No delay on the part of any party
in exercising any right, power or privilege  hereunder shall operate as a waiver
thereof,  nor shall any waiver on the part of any party of any such right, power
or  privilege,  nor any single or partial  exercise of any such right,  power or
privilege,  preclude any further  exercise  thereof or the exercise of any other
such right,  power or  privilege.  The rights and remedies  herein  provided are
cumulative  and are not  exclusive of any rights or remedies  that any party may
otherwise have at law or in equity.

         14. This  Agreement  shall be governed by and  construed in  accordance
with the laws of the State of New York  applicable to agreements  made and to be
performed  entirely  within such State,  without  regard to the conflict of laws
rules thereof.

         15. Maker irrevocably:  (a) agrees that any suit, action or other legal
proceeding  arising  out of this  Agreement  may be brought in the courts of the
State of New York or the courts of the United States located in New York County,
New York;  (b)  consents  to the  jurisdiction  of each  court in any such suit,
action or proceeding;  (c) waives any objection  which it may have to the laying
of venue of any such  suit,  action or  proceeding  in any of such  courts;  (d)
waives  the  right to assert  any  counterclaim  in any such  suit,  action  and
proceeding; and (e) waives the right to a trial by jury in any such suit, action
or other legal proceeding.

         16. This Note and all of its provisions,  rights and obligations  shall
be binding  upon and shall inure to the benefit of the parties  hereto and their
respective successors, assigns and legal representatives. Nothing herein express
or implied is  intended or shall be  construed  to confer upon or to give anyone
other than the parties hereto and their respective heirs, legal  representatives
and  successors  any rights or benefits under or by reason of this Agreement and
no other  party shall have any right to enforce  any of the  provisions  of this
Agreement.

         17. If any  provision  of this Note for any reason  shall be held to be
illegal,  invalid or  unenforceable,  such illegality shall not affect any other
provision of this Note,  but this Note shall be  construed  as if such  illegal,
invalid or unenforceable provision had never been included herein.

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<PAGE>

                  IN WITNESS WHEREOF,  the undersigned has executed this Secured
Promissory Note as of the date first written above.

ATTEST:

                                                     MAKER:

____________________________                         SONOMA COLLEGE, INC.


                                                     By:______________________
                                                     Charles D. Newman
                                                     Chief Executive Officer




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