EX-10.24


                              SONOMA COLLEGE, INC.

                   AMENDED AND RESTATED 2004 STOCK OPTION PLAN

                       NONQUALIFIED STOCK OPTION AGREEMENT

                  STOCK OPTION AGREEMENT (the "Agreement"),  dated as of October
24, 2005, by and between  SONOMA  COLLEGE,  INC. (the  "Company"),  a California
corporation and TLC, LLC (the "Grantee"),  having an address at 188 Country Club
Drive, Manhasset, NY 11030.

                  In accordance with the SONOMA COLLEGE,  INC. 2004 Stock Option
Plan (the "Plan"), and subject to the terms of the Plan and this Agreement,  the
Company hereby grants to the Grantee a nonqualified  stock option (the "Option")
to purchase all or any part of an aggregate of Fifty Thousand (50,000) shares of
the Common Stock, $.0001 par value per share (the "Shares") of the Company.

                  To evidence the Option and to set forth its terms, the Company
and the Grantee agree as follows:

                  1.  Confirmation  of Grant.  The Company hereby  evidences and
confirms  its  grant  of the  Option  to the  Grantee  as of the  date  of  this
Agreement. The Option is a nonqualified stock option which is not intended to be
an "incentive  stock  option"  within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended.

                  1. Number of Shares.  This Option shall be for an aggregate of
Fifty Thousand (50,000) Shares.

                  2. Exercise Price. The exercise price shall be $0.50 per share
(the "Exercise  Price").  The total exercise price for all Shares subject to the
Option is $25,000.

                  3. Term and  Exercisability  of the Option.  The Option  shall
expire on October 24, 2008 (the "Expiration  Date"), and may be exercised at any
time  subject  to the terms and  conditions  set  forth  herein.  As of the date
hereof,  the Option is exercisable  for up to 100% of the total number of Shares
subject to this Option.

                  4. Exercise of Option. On or after the date any portion of the
Option  becomes  exercisable,  but  prior to the  expiration  of the  Option  in
accordance  with  Paragraph 4 above,  the portion of the Option which has become
exercisable  may be  exercised in whole or in part by the Grantee (or his or her
permitted successor) upon delivery of the following to the Board of Directors of
the Company (the "Board"):

                           (a) a written  notice of  exercise  which  identifies
this Agreement and states the number of Shares then being purchased;

                           (b) cash (or other  consideration  acceptable  to the
Board,  in its  sole  discretion)  in an  amount  (or,  in  the  case  of  other
consideration, having a combined value) equal to the aggregate Exercise Price of
the Shares then being purchased;

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                           (c)  additional  cash or, if acceptable to the Board,
in its  sole  discretion,  Shares  previously  owned  by  the  Grantee  (or,  if
acceptable to the Company,  in a  combination  of both) in an amount or having a
combined value equal to the amount reasonably  requested by the Board to satisfy
the Company's  withholding  obligations,  if any, under federal,  state or other
applicable tax laws with respect to any taxable income recognized by the Grantee
in  connection  with the  exercise of this Option  (unless the Board and Grantee
shall have made other  arrangements for deductions or withholding from Grantee's
wages, bonus or other compensation  payable to Grantee, or by the withholding of
Shares issuable upon exercise of this Option, provided such arrangements satisfy
the requirements of applicable law); and

                           (d) a letter, if requested by the Board, in such form
and substance as the Board may require,  in its sole  discretion,  setting forth
the investment intent of the Grantee, or his or her permitted successor,  as the
case may be.

                  Notwithstanding  the foregoing,  the Grantee (or any permitted
successor)  shall  take  whatever   additional   actions,   including,   without
limitation,  the  furnishing  of an opinion of  counsel,  and  execute  whatever
additional  documents the Board may, in its sole  discretion,  deem necessary or
advisable  in order to carry out or  effect  one or more of the  obligations  or
restrictions imposed by the Plan, this Agreement or applicable law.

                  Upon  satisfaction  of  the  conditions  and  requirements  of
Paragraph  5  hereof,  the  Company  shall  deliver  to  Grantee  (or his or her
permitted  successor) a certificate or certificates  for the number of Shares in
respect of which the Option shall have been exercised  (less any Shares withheld
pursuant to clause (c) of this Paragraph 5).

                  5.  Limitation  Upon  Transfer.  This  Option  and all  rights
granted hereunder shall not be transferred by the Grantee, other than by will or
by the laws of  descent  and  distribution,  shall not be  assigned,  pledged or
hypothecated  in any way, and shall not be subject to  execution,  attachment or
similar process. Upon any attempt to transfer this Option, other than by will or
by the laws of descent and distribution,  or to assign, pledge or hypothecate or
otherwise dispose of this Option or of any rights granted hereunder  contrary to
the provisions  hereof,  or upon the levy of any  attachment or similar  process
upon this Option or such rights,  this Option and such rights shall  immediately
become  null and void.  The  Option  shall be  exercised  during  the  Grantee's
lifetime only by the Grantee or by the grantee's legal representative.

                  6. Effect of  Termination or Amendment of Plan. No suspension,
termination,  modification,  or  amendment  of the Plan or this  Agreement  may,
without the express written consent of the Grantee,  adversely affect the rights
of the Grantee under this Option.

                  7. No Limitation  on Rights of the Company.  The grant of this
Option  shall not in any way  affect  the right or power of the  Company to make
adjustments,  reclassifications, or changes in its capital or business structure
or to merge, consolidate, dissolve, liquidate, sell, or transfer all or any part
of its business or assets.

                  8. Rights as a Shareholder.  The Grantee shall have the rights
of a  shareholder  with  respect to the Shares  covered by the Option  only upon
becoming the holder of record of those Shares.

<PAGE>

                  9. Compliance with  Applicable Law.  Notwithstanding  anything
herein to the contrary, the Company shall not be obligated to cause to be issued
or delivered any certificates for Shares pursuant to the exercise of the Option,
unless and until the Company is advised by its  counsel  that the  issuance  and
delivery  of such  certificates  is in  compliance  with  all  applicable  laws,
regulations of governmental authority, and the requirements of any exchange upon
which Shares are traded.  The Company shall in no event be obligated to register
any  securities  pursuant to the  Securities Act of 1933 (as now in effect or as
hereafter  amended) or to take any other  action in order to cause the  issuance
and delivery of such  certificates  to comply with any such law,  regulation  or
requirement.  The  Company  may  require,  as a condition  of the  issuance  and
delivery of such  certificates and in order to ensure compliance with such laws,
regulations, and requirements, that the Grantee make such covenants, agreements,
and representations as the Company, in its sole discretion,  considers necessary
or desirable.

                  10. No  Obligation  to Exercise  Option.  The  granting of the
Option shall impose no obligation upon the Grantee to exercise the Option.

                  11.   Agreement   Not  a  Contract  of   Employment  or  Other
Relationship.   This  Agreement  is  not  a  contract  of  employment  or  other
relationship,  and the terms that Grantee acts as a consultant  (or employee) or
any  other  relationship  of  the  Grantee  with  the  Company  or  any  of  its
subsidiaries  or affiliates  shall not be affected in any way by this  Agreement
except as specifically  provided  herein.  The execution of this Agreement shall
not  be  construed  as  conferring   any  legal  rights  upon  the  Grantee  for
continuation   as  a  consultant  (or  employee)  of  the  Company  or  for  the
continuation  of  any  other  relationship  with  the  Company  or  any  of  its
subsidiaries or affiliates, nor shall it interfere with the right of the Company
or any of its  subsidiaries or affiliates to treat the Grantee without regard to
the effect which such treatment might have upon him or her as a Grantee.

                  12.  Notices.  Any notice or other  communication  required or
permitted  hereunder  shall be in writing and shall be delivered  personally  or
sent by certified,  registered, or express mail, postage prepaid, return receipt
requested,  or by a reputable overnight delivery service.  Any such notice shall
be deemed given when received by the intended recipient.

                  13.  Governing Law. Except to the extent  preempted by Federal
law, this  Agreement  shall be construed and enforced in  accordance  with,  and
governed by, the laws of the State of New York.

                  14. Receipt of Plan. Grantee acknowledges receipt of a copy of
the Plan, and represents  that Grantee is familiar with the terms and provisions
thereof,  and hereby accepts this Option subject to all the terms and provisions
of this  Agreement and of the Plan.  Grantee hereby agrees to accept as binding,
conclusive  and final all  decisions  or  interpretations  of the Board upon any
questions arising under this Agreement or the Plan.

                  15.  Definitions.  All capitalized terms not otherwise defined
herein shall have the meanings set forth in the Plan.

<PAGE>

                  IN WITNESS  WHEREOF,  the Company  and the  Grantee  have duly
executed this Agreement as of the date first written above.

                                    SONOMA COLLEGE, INC.

                                    By:  Board of Directors of Sonoma College,
                                         Inc.


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Witness                             Name:  Charles D. Newman
                                    Title: Chairman


                                    TLC, LLC

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Witness                             Name: Tamara Cargiulo
                                    Title: