EXHIBIT 10.28

                          REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement  (this  "AGREEMENT")  is made and
entered  into as of August 9, 2006,  among  Sonoma  College,  Inc., a California
corporation (the "COMPANY"),  and the several purchasers  signatory hereto (each
such purchaser is a "PURCHASER" and collectively, the "PURCHASERS").

         This Agreement is made pursuant to the Securities  Purchase  Agreement,
dated as of the  date  hereof  between  the  Company  and  each  Purchaser  (the
"PURCHASE AGREEMENT").

         The Company and each Purchaser hereby agrees as follows:

         1.       DEFINITIONS

         CAPITALIZED  TERMS  USED  AND NOT  OTHERWISE  DEFINED  HEREIN  THAT ARE
DEFINED IN THE PURCHASE  AGREEMENT  SHALL HAVE THE MEANINGS  GIVEN SUCH TERMS IN
THE PURCHASE  AGREEMENT.  As used in this  Agreement,  the following terms shall
have the following meanings:

                  "ADVICE" shall have the meaning set forth in Section 6(d).

                  "EFFECTIVENESS  DATE"  means,  with  respect  to  the  initial
         Registration  Statement  required  to be  filed  hereunder,  the  120th
         calendar  day  following  the date  hereof  and,  with  respect  to any
         additional  Registration  Statements which may be required  pursuant to
         Section  3(c),  the 90th  calendar day  following the date on which the
         Company  first  knows,  or  reasonably  should  have  known,  that such
         additional  Registration  Statement  is required  hereunder;  PROVIDED,
         HOWEVER,  in the event the Company is notified by the  Commission  that
         one of the above Registration  Statements will not be reviewed or is no
         longer subject to further review and comments,  the Effectiveness  Date
         as to such  Registration  Statement  shall  be the  fifth  Trading  Day
         following  the date on which the  Company is so  notified  if such date
         precedes the dates required above.

                  "EFFECTIVENESS  PERIOD"  shall have the  meaning  set forth in
         Section 2(a).

                  "EVENT" shall have the meaning set forth in Section 2(b).

                  "EVENT DATE" shall have the meaning set forth in Section 2(b).

                  "FILING DATE" means, with respect to the initial  Registration
         Statement required hereunder,  the 30th calendar day following the date
         hereof and,  with  respect to any  additional  Registration  Statements
         which may be required  pursuant to Section 3(c), the 30th day following
         the date on which the Company first knows,  or  reasonably  should have
         known  that  such   additional   Registration   Statement  is  required
         hereunder.

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                  "HOLDER" or "HOLDERS" means the holder or holders, as the case
         may be, from time to time of Registrable Securities.

                  "INDEMNIFIED  PARTY"  shall  have  the  meaning  set  forth in
         Section 5(c).

                  "INDEMNIFYING  PARTY"  shall  have the  meaning  set  forth in
         Section 5(c).

                  "LOSSES" shall have the meaning set forth in Section 5(a).

                  "PLAN OF  DISTRIBUTION"  shall have the  meaning  set forth in
         Section 2(a).

                  "PROSPECTUS"  means the prospectus  included in a Registration
         Statement  (including,  without limitation,  a prospectus that includes
         any information  previously  omitted from a prospectus filed as part of
         an  effective   registration  statement  in  reliance  upon  Rule  430A
         promulgated  under the Securities  Act), as amended or  supplemented by
         any prospectus supplement, with respect to the terms of the offering of
         any portion of the  Registrable  Securities  covered by a  Registration
         Statement,  and all other amendments and supplements to the Prospectus,
         including post-effective  amendments,  and all material incorporated by
         reference or deemed to be incorporated by reference in such Prospectus.

                  "REGISTRABLE  SECURITIES"  means:  (i)  all of the  shares  of
         Common Stock issuable upon conversion in full of the  Debentures,  (ii)
         all shares issuable as interest or principal on the Debentures assuming
         all permissible  interest and principal  payments are made in shares of
         Common  Stock and the  Debentures  are held until  maturity,  (iii) all
         Warrant Shares,  (iv) any additional shares issuable in connection with
         any anti-dilution provisions in the Debentures or the Warrants (in each
         case,  without giving effect to any limitations on conversion set forth
         in the Debenture or  limitations on exercise set forth in the Warrant),
         (v) shares of Common Stock underlying  warrants issued to the placement
         agent (or its  designees),  and (vi) any securities  issued or issuable
         upon any stock split, dividend or other distribution,  recapitalization
         or similar event with respect to the foregoing.

                  "REGISTRATION  STATEMENT"  means the  registration  statements
         required  to  be  filed  hereunder  and  any  additional   registration
         statements  contemplated by Section 3(c),  including (in each case) the
         Prospectus,  amendments and supplements to such registration  statement
         or  Prospectus,  including  pre-  and  post-effective  amendments,  all
         exhibits thereto, and all material  incorporated by reference or deemed
         to be incorporated by reference in such registration statement.

                   "RULE  415"  means  Rule 415  promulgated  by the  Commission
         pursuant to the  Securities  Act, as such Rule may be amended from time
         to time,  or any similar rule or  regulation  hereafter  adopted by the
         Commission  having  substantially  the same  purpose and effect as such
         Rule.

                  "RULE  424"  means  Rule  424  promulgated  by the  Commission
         pursuant to the  Securities  Act, as such Rule may be amended from time
         to time,  or any similar rule or

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         regulation hereafter adopted by the Commission having substantially the
         same purpose and effect as such Rule.

                  "SELLING SHAREHOLDER QUESTIONNAIRE" shall have the meaning set
         forth in Section 3(a).

         2.       SHELF REGISTRATION

                  (a)      On or prior to each Filing  Date,  the Company  shall
         prepare and file with the Commission a "Shelf"  Registration  Statement
         covering  the  resale  of 150% of the  Registrable  Securities  on such
         Filing Date for an offering to be made on a continuous  basis  pursuant
         to Rule 415. The Registration Statement shall be on Form S-3 (except if
         the Company is not then eligible to register for resale the Registrable
         Securities  on Form S-3,  in which case such  registration  shall be on
         another  appropriate  form in  accordance  herewith)  and shall contain
         (unless  otherwise  directed by at least an 85% majority in interest of
         the Holders)  substantially the "PLAN OF DISTRIBUTION"  attached hereto
         as ANNEX A. Subject to the terms of this  Agreement,  the Company shall
         use its best efforts to cause a  Registration  Statement to be declared
         effective  under the  Securities  Act as promptly as possible after the
         filing thereof, but in any event prior to the applicable  Effectiveness
         Date,  and  shall  use  its  best  efforts  to keep  such  Registration
         Statement  continuously  effective  under the  Securities Act until all
         Registrable Securities covered by such Registration Statement have been
         sold,  or may be sold  without  volume  restrictions  pursuant  to Rule
         144(k),  as  determined  by the  counsel to the  Company  pursuant to a
         written opinion letter to such effect,  addressed and acceptable to the
         Company's  transfer agent and the affected Holders (the  "EFFECTIVENESS
         PERIOD").  The Company shall telephonically  request effectiveness of a
         Registration Statement as of 5:00 pm Eastern Time on a Trading Day. The
         Company  shall  immediately  notify the  Holders via  facsimile  of the
         effectiveness of a Registration  Statement on the same Trading Day that
         the Company telephonically  confirms effectiveness with the Commission,
         which shall be the date requested for  effectiveness  of a Registration
         Statement.  The Company  shall,  by 9:30 am Eastern Time on the Trading
         Day after the  Effective  Date (as defined in the Purchase  Agreement),
         file a final  Prospectus  with the  Commission as required by Rule 424.
         Failure  to  so  notify  the  Holder  within  1  Trading  Day  of  such
         notification of  effectiveness or failure to file a final Prospectus as
         a foresaid shall be deemed an Event under Section 2(b).

                  (b)      If: (i) a  Registration  Statement is not filed on or
         prior to its Filing Date (if the Company files a Registration Statement
         without  affording the Holders the opportunity to review and comment on
         the same as required by Section  3(a),  the Company shall not be deemed
         to have  satisfied  this clause (i)), or (ii) the Company fails to file
         with the Commission a request for  acceleration in accordance with Rule
         461  promulgated  under the Securities Act, within five Trading Days of
         the date that the Company is notified (orally or in writing,  whichever
         is earlier) by the Commission that a Registration Statement will not be
         "reviewed,"  or not  subject to further  review,  or (iii) prior to its
         Effectiveness Date, the Company fails to file a pre-effective amendment
         and otherwise  respond in writing to comments made by the Commission in
         respect of such  Registration

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         Statement  within 20 calendar  days after the receipt of comments by or
         notice from the Commission that such amendment is required in order for
         a  Registration   Statement  to  be  declared  effective,   or  (iv)  a
         Registration  Statement  filed or required to be filed hereunder is not
         declared effective by the Commission by its Effectiveness  Date, or (v)
         after the Effectiveness  Date, a Registration  Statement ceases for any
         reason  to  remain   continuously   effective  as  to  all  Registrable
         Securities for which it is required to be effective, or the Holders are
         otherwise  not  permitted to utilize the  Prospectus  therein to resell
         such Registrable  Securities for more than 10 consecutive calendar days
         or more than an  aggregate  of 20  calendar  days  during any  12-month
         period (which need not be consecutive  calendar days) (any such failure
         or breach being  referred to as an "Event",  and for purposes of clause
         (i) or (iv) the date on which such Event  occurs,  or for  purposes  of
         clause (ii) the date on which such five Trading Day period is exceeded,
         or for  purposes of clause  (iii) the date which such 20  calendar  day
         period is  exceeded,  or for  purposes  of clause (v) the date on which
         such 10 or 20 calendar day period,  as  applicable,  is exceeded  being
         referred to as "EVENT DATE"),  then in addition to any other rights the
         Holders may have hereunder or under  applicable law, on each such Event
         Date and on each  monthly  anniversary  of each such Event Date (if the
         applicable  Event  shall not have been  cured by such  date)  until the
         applicable  Event is cured,  the  Company  shall pay to each  Holder an
         amount in cash,  as partial  liquidated  damages  and not as a penalty,
         equal  to 1.5% of the  aggregate  purchase  price  paid by such  Holder
         pursuant to the Purchase Agreement for any Registrable  Securities then
         held by such Holder, up to a maximum of 18% per Holder of the aggregate
         purchase price paid by such Holder pursuant to the Purchase  Agreement.
         If the Company fails to pay any partial  liquidated damages pursuant to
         this  Section in full  within  seven days after the date  payable,  the
         Company will pay  interest  thereon at a rate of 18% per annum (or such
         lesser maximum  amount that is permitted to be paid by applicable  law)
         to the Holder,  accruing  daily from the date such  partial  liquidated
         damages are due until such amounts, plus all such interest thereon, are
         paid in full.  The  partial  liquidated  damages  pursuant to the terms
         hereof shall apply on a daily pro-rata basis for any portion of a month
         prior to the cure of an Event.

         3.       REGISTRATION PROCEDURES.

               In  connection  with  the  Company's   registration   obligations
hereunder, the Company shall:

                  (a)      Not less than five  Trading  Days prior to the filing
         of each Registration Statement and not less than two Trading Days prior
         to the filing of any related  Prospectus or any amendment or supplement
         thereto (including any document that would be incorporated or deemed to
         be incorporated  therein by reference),  the Company shall, (i) furnish
         to each Holder copies of all such documents proposed to be filed, which
         documents  (other than those  incorporated or deemed to be incorporated
         by reference)  will be subject to the review of such Holders,  and (ii)
         cause its officers and  directors,  counsel and  independent  certified
         public  accountants to respond to such inquiries as shall be necessary,
         in the  reasonable  opinion of  respective  counsel  to each  Holder to
         conduct a reasonable investigation within the meaning of the Securities
         Act. The Company  shall not file a  Registration  Statement or any such
         Prospectus  or any  amendments  or  supplements

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         thereto  to  which  the  Holders  of  a  majority  of  the  Registrable
         Securities  shall reasonably  object in good faith,  provided that, the
         Company  is  notified  of such  objection  in  writing  no later than 5
         Trading  Days  after the  Holders  have been so  furnished  copies of a
         Registration  Statement or 1 Trading Day after the Holders have been so
         furnished copies of any related Prospectus or amendments or supplements
         thereto.  Each  Holder  agrees to  furnish to the  Company a  completed
         Questionnaire  in the form  attached  to this  Agreement  as Annex B (a
         "SELLING  SHAREHOLDER  QUESTIONNAIRE")  not less than two Trading  Days
         prior  to the  Filing  Date or by the  end of the  fourth  Trading  Day
         following  the date on which such Holder  receives  draft  materials in
         accordance with this Section.

                  (b)      (i)  Prepare  and  file  with  the  Commission   such
         amendments,  including  post-effective  amendments,  to a  Registration
         Statement and the  Prospectus  used in  connection  therewith as may be
         necessary to keep a Registration Statement continuously effective as to
         the applicable  Registrable Securities for the Effectiveness Period and
         prepare  and file  with the  Commission  such  additional  Registration
         Statements in order to register for resale under the Securities Act all
         of the Registrable Securities;  (ii) cause the related Prospectus to be
         amended or supplemented by any required Prospectus  supplement (subject
         to the terms of this  Agreement),  and as so supplemented or amended to
         be filed  pursuant to Rule 424; (iii) respond as promptly as reasonably
         possible to any comments received from the Commission with respect to a
         Registration  Statement  or any  amendment  thereto  and as promptly as
         reasonably possible provide the Holders true and complete copies of all
         correspondence  from and to the  Commission  relating to a Registration
         Statement  (provided  that  the  Company  may  excise  any  information
         contained   therein   which  would   constitute   material   non-public
         information  as to any Holder which has not executed a  confidentiality
         agreement with the Company);  and (iv) comply in all material  respects
         with the  provisions  of the  Securities  Act and the Exchange Act with
         respect to the disposition of all Registrable  Securities  covered by a
         Registration  Statement  during  the  applicable  period in  accordance
         (subject to the terms of this Agreement)  with the intended  methods of
         disposition  by the  Holders  thereof  set  forth in such  Registration
         Statement as so amended or in such Prospectus as so supplemented.

                  (c)      If during  the  Effectiveness  Period,  the number of
         Registrable  Securities at any time exceeds 75% of the number of shares
         of Common Stock then registered in a Registration  Statement,  then the
         Company  shall file as soon as reasonably  practicable  but in any case
         prior  to  the  applicable  Filing  Date,  an  additional  Registration
         Statement  covering  the resale by the Holders of not less than 150% of
         the number of such Registrable Securities.

                  (d)      Notify the Holders of  Registrable  Securities  to be
         sold (which  notice  shall,  pursuant  to clauses  (iii)  through  (vi)
         hereof,  be  accompanied  by an  instruction  to suspend the use of the
         Prospectus  until the requisite  changes have been made) as promptly as
         reasonably  possible  (and, in the case of (i)(A) below,  not less than
         one Trading Day prior to such  filing)  and (if  requested  by any such
         Person)  confirm  such  notice in writing no later than one Trading Day
         following the day (i)(A) when a Prospectus or any Prospectus supplement
         or post-effective  amendment to a Registration Statement is proposed to
         be filed;  (B) when the Commission  notifies the Company  whether there
         will be a "review"

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         of such Registration  Statement and whenever the Commission comments in
         writing  on such  Registration  Statement;  and (C) with  respect  to a
         Registration Statement or any post-effective  amendment,  when the same
         has become  effective;  (ii) of any  request by the  Commission  or any
         other  Federal  or  state  governmental  authority  for  amendments  or
         supplements to a Registration Statement or Prospectus or for additional
         information;  (iii) of the  issuance  by the  Commission  or any  other
         federal or state  governmental  authority of any stop order  suspending
         the  effectiveness of a Registration  Statement  covering any or all of
         the  Registrable  Securities or the initiation of any  Proceedings  for
         that  purpose;  (iv) of the receipt by the Company of any  notification
         with respect to the suspension of the  qualification  or exemption from
         qualification  of any of the  Registrable  Securities  for  sale in any
         jurisdiction,  or the  initiation or  threatening of any Proceeding for
         such  purpose;  (v) of the  occurrence  of any event or passage of time
         that  makes  the  financial   statements  included  in  a  Registration
         Statement  ineligible for inclusion  therein or any statement made in a
         Registration  Statement or Prospectus or any document  incorporated  or
         deemed to be incorporated  therein by reference  untrue in any material
         respect or that  requires any  revisions to a  Registration  Statement,
         Prospectus or other  documents so that,  in the case of a  Registration
         Statement  or the  Prospectus,  as the case may be, it will not contain
         any untrue  statement of a material  fact or omit to state any material
         fact required to be stated  therein or necessary to make the statements
         therein,  in light of the circumstances under which they were made, not
         misleading;  and  (vi)  the  occurrence  or  existence  of any  pending
         corporate  development  with  respect to the  Company  that the Company
         believes may be material and that, in the determination of the Company,
         makes it not in the best  interest  of the  Company to allow  continued
         availability of a Registration  Statement or Prospectus;  provided that
         any and all of  such  information  shall  remain  confidential  to each
         Holder  until  such  information   otherwise  becomes  public,   unless
         disclosure  by  a  Holder  is  required  by  law;  PROVIDED,   further,
         notwithstanding  each  Holder's  agreement  to  keep  such  information
         confidential,  the  Holders  make  no  acknowledgement  that  any  such
         information is material, non-public information.

                  (e)      Use its best efforts to avoid the issuance of, or, if
         issued,  obtain  the  withdrawal  of:  (i)  any  order  suspending  the
         effectiveness  of a Registration  Statement,  or (ii) any suspension of
         the  qualification  (or  exemption  from  qualification)  of any of the
         Registrable  Securities for sale in any  jurisdiction,  at the earliest
         practicable moment.

                  (f)      Furnish to each Holder,  without charge, at least one
         conformed copy of each such  Registration  Statement and each amendment
         thereto,  including financial  statements and schedules,  all documents
         incorporated or deemed to be  incorporated  therein by reference to the
         extent  requested  by such  Person,  and  all  exhibits  to the  extent
         requested  by such Person  (including  those  previously  furnished  or
         incorporated by reference)  promptly after the filing of such documents
         with the Commission.

                  (g)      Subject to the terms of this  Agreement,  the Company
         hereby  consents to the use of such  Prospectus  and each  amendment or
         supplement  thereto by each of the selling  Holders in connection  with
         the offering  and sale of the  Registrable  Securities  covered by such
         Prospectus  and any amendment or supplement  thereto,  except after the
         giving of any notice pursuant to Section 3(d).

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                  (h)      If NASDR Rule 2710 requires any broker-dealer to make
         a filing prior to executing a sale by a Holder,  the Company shall: (i)
         make  an  Issuer  Filing  with  the  NASDR,  Inc.  Corporate  Financing
         Department  pursuant to  proposed  NASDR Rule  2710(b)(10)(A)(i),  (ii)
         respond within five Trading Days to any comments received from NASDR in
         connection  therewith,  (iii)  and  pay  the  filing  fee  required  in
         connection therewith.

                  (i)      Prior to any resale of  Registrable  Securities  by a
         Holder, use its commercially  reasonable efforts to register or qualify
         or  cooperate  with  the  selling   Holders  in  connection   with  the
         registration or  qualification  (or exemption from the  Registration or
         qualification)  of such  Registrable  Securities  for the resale by the
         Holder  under  the  securities  or Blue Sky laws of such  jurisdictions
         within the United States as any Holder reasonably  requests in writing,
         to keep each  registration or  qualification  (or exemption  therefrom)
         effective during the  Effectiveness  Period and to do any and all other
         acts or things  reasonably  necessary to enable the disposition in such
         jurisdictions   of  the   Registrable   Securities   covered   by  each
         Registration  Statement;  provided,  that  the  Company  shall  not  be
         required to qualify generally to do business in any jurisdiction  where
         it is not then so qualified, subject the Company to any material tax in
         any such jurisdiction where it is not then so subject or file a general
         consent to service of process in any such jurisdiction.

                  (j)      If  requested  by the  Holders,  cooperate  with  the
         Holders  to  facilitate   the  timely   preparation   and  delivery  of
         certificates  representing  Registrable Securities to be delivered to a
         transferee  pursuant to a Registration  Statement,  which  certificates
         shall be free, to the extent  permitted by the Purchase  Agreement,  of
         all restrictive legends,  and to enable such Registrable  Securities to
         be in such  denominations  and  registered  in such  names  as any such
         Holders may request.

                  (k)      Upon the occurrence of any event contemplated by this
         Section 3, as promptly as reasonably  possible under the  circumstances
         taking into account the Company's good faith  assessment of any adverse
         consequences  to the  Company  and its  stockholders  of the  premature
         disclosure of such event, prepare a supplement or amendment,  including
         a post-effective amendment, to a Registration Statement or a supplement
         to the related Prospectus or any document  incorporated or deemed to be
         incorporated therein by reference, and file any other required document
         so that, as thereafter delivered,  neither a Registration Statement nor
         such Prospectus will contain an untrue  statement of a material fact or
         omit to  state  a  material  fact  required  to be  stated  therein  or
         necessary to make the statements therein, in light of the circumstances
         under which they were made, not misleading. If the Company notifies the
         Holders in  accordance  with clauses (iii) through (vi) of Section 3(d)
         above to suspend the use of any Prospectus until the requisite  changes
         to such  Prospectus  have been made, then the Holders shall suspend use
         of such  Prospectus.  The Company  will use its best  efforts to ensure
         that  the  use of the  Prospectus  may be  resumed  as  promptly  as is
         practicable.  The Company shall be entitled to exercise its right under
         this  Section  3(k)  to  suspend  the  availability  of a  Registration
         Statement and Prospectus,  subject to the payment of partial

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         liquidated damages pursuant to Section 2(b), for a period not to exceed
         60 calendar days (which need not be  consecutive  days) in any 12 month
         period.

                  (l)      Comply with all applicable  rules and  regulations of
         the Commission.

                  (m)      The  Company  may  require  each  selling  Holder  to
         furnish to the Company a certified statement as to the number of shares
         of Common Stock  beneficially  owned by such Holder and, if required by
         the  Commission,  the  natural  persons  thereof  that have  voting and
         dispositive  control  over the  Shares.  During  any  periods  that the
         Company is unable to meet its obligations hereunder with respect to the
         registration  of the Registrable  Securities  solely because any Holder
         fails to furnish  such  information  within  three  Trading Days of the
         Company's  request,  any  liquidated  damages that are accruing at such
         time as to such  Holder  only  shall be tolled  and any Event  that may
         otherwise  occur solely  because of such delay shall be suspended as to
         such Holder only, until such information is delivered to the Company.

         4.       REGISTRATION  EXPENSES.  All fees and expenses incident to the
performance  of or compliance  with this Agreement by the Company shall be borne
by the Company whether or not any Registrable  Securities are sold pursuant to a
Registration  Statement.  The fees and  expenses  referred  to in the  foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to be made with any Trading  Market on which the Common  Stock is then
listed for trading,  (B) in compliance with applicable  state securities or Blue
Sky laws  reasonably  agreed to by the  Company in writing  (including,  without
limitation, fees and disbursements of counsel for the Company in connection with
Blue Sky qualifications or exemptions of the Registrable Securities), and (C) if
not previously  paid by the Company in connection  with an Issuer  Filing,  with
respect  to any filing  that may be  required  to be made by any broker  through
which a  Holder  intends  to make  sales of  Registrable  Securities  with  NASD
Regulation,  Inc.  pursuant  to the NASD  Rule  2710,  so long as the  broker is
receiving no more than a customary brokerage  commission in connection with such
sale,  (ii)  printing  expenses  (including,  without  limitation,  expenses  of
printing certificates for Registrable  Securities),  (iii) messenger,  telephone
and delivery  expenses,  (iv) fees and disbursements of counsel for the Company,
(v)  Securities  Act  liability  insurance,  if  the  Company  so  desires  such
insurance,  and (vi) fees and  expenses  of all other  Persons  retained  by the
Company in connection with the consummation of the transactions  contemplated by
this  Agreement.  In addition,  the Company shall be responsible  for all of its
internal   expenses   incurred  in  connection  with  the  consummation  of  the
transactions contemplated by this Agreement (including,  without limitation, all
salaries  and  expenses  of its  officers  and  employees  performing  legal  or
accounting  duties),  the expense of any annual  audit and the fees and expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities  exchange  as  required  hereunder.  In no event shall the Company be
responsible  for any broker or similar  commissions  of any Holder or, except to
the extent  provided for in the Transaction  Documents,  any legal fees or other
costs of the Holders.

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         5.       INDEMNIFICATION

                  (a)      INDEMNIFICATION  BY THE COMPANY.  The Company  shall,
         notwithstanding  any termination of this Agreement,  indemnify and hold
         harmless  each Holder,  the  officers,  directors,  members,  partners,
         agents,  brokers  (including  brokers  who offer  and sell  Registrable
         Securities  as  principal  as a result  of a pledge or any  failure  to
         perform under a margin call of Common Stock),  investment  advisors and
         employees (and any other Persons with a functionally equivalent role of
         a Person holding such titles,  notwithstanding  a lack of such title or
         any other  title) of each of them,  each Person who  controls  any such
         Holder  (within  the  meaning of Section  15 of the  Securities  Act or
         Section 20 of the Exchange Act) and the officers,  directors,  members,
         shareholders,  partners,  agents and  employees  (and any other Persons
         with a  functionally  equivalent  role of a Person holding such titles,
         notwithstanding  a lack of such title or any other  title) of each such
         controlling  Person, to the fullest extent permitted by applicable law,
         from and  against  any and all losses,  claims,  damages,  liabilities,
         costs (including,  without limitation,  reasonable attorneys' fees) and
         expenses  (collectively,  "LOSSES"),  as  incurred,  arising  out of or
         relating to: (1) any untrue or alleged  untrue  statement of a material
         fact contained in a Registration Statement,  any Prospectus or any form
         of  prospectus  or in any  amendment  or  supplement  thereto or in any
         preliminary  prospectus,  or arising out of or relating to any omission
         or alleged omission of a material fact required to be stated therein or
         necessary to make the statements therein (in the case of any Prospectus
         or  form  of  prospectus  or  supplement   thereto,  in  light  of  the
         circumstances  under which they were made) not  misleading,  or (2) any
         violation or alleged  violation by the Company of the  Securities  Act,
         the Exchange Act or any state securities law, or any rule or regulation
         thereunder, in connection with the performance of its obligations under
         this Agreement, except to the extent, but only to the extent, that: (i)
         such untrue  statements or omissions are based solely upon  information
         regarding  such  Holder  furnished  in writing  to the  Company by such
         Holder  expressly  for  use  therein,   or  to  the  extent  that  such
         information  relates to such Holder or such Holder's proposed method of
         distribution  of Registrable  Securities and was reviewed and expressly
         approved in writing by such Holder  expressly for use in a Registration
         Statement,  such  Prospectus  or  such  form  of  Prospectus  or in any
         amendment or supplement  thereto (it being  understood  that the Holder
         has approved Annex A hereto for this  purpose),  or (ii) in the case of
         an   occurrence   of  an  event  of  the  type   specified  in  Section
         3(d)(iii)-(vi),  the use by such  Holder of an  outdated  or  defective
         Prospectus  after the Company has notified  such Holder in writing that
         the  Prospectus  is outdated or  defective  and prior to the receipt by
         such Holder of the Advice  contemplated  in Section  6(d).  The Company
         shall  notify  the  Holders  promptly  of the  institution,  threat  or
         assertion  of any  Proceeding  arising from or in  connection  with the
         transactions  contemplated  by this  Agreement  of which the Company is
         aware.

                  (b)      INDEMNIFICATION   BY  HOLDERS.   Each  Holder  shall,
         severally and not jointly, indemnify and hold harmless the Company, its
         directors, officers, agents and employees, each Person who controls the
         Company  (within  the meaning of Section 15 of the  Securities  Act and
         Section 20 of the Exchange Act), and the directors, officers, agents or
         employees of such controlling  Persons, to the fullest extent permitted
         by  applicable  law, from and against all Losses,  as incurred,  to the
         extent arising out of or based solely upon:  (x) such Holder's  failure
         to comply with the prospectus  delivery  requirements of the Securities
         Act, or (y) any untrue or alleged  untrue  statement of a material fact
         contained

                                       9
<PAGE>

         in  any  Registration  Statement,  any  Prospectus,   or  any  form  of
         prospectus,  or in  any  amendment  or  supplement  thereto  or in  any
         preliminary  prospectus,  or arising out of or relating to any omission
         or alleged omission of a material fact required to be stated therein or
         necessary to make the  statements  therein not  misleading:  (i) to the
         extent, but only to the extent,  that such untrue statement or omission
         is contained in any  information so furnished in writing by such Holder
         to  the  Company   specifically  for  inclusion  in  such  Registration
         Statement  or  such  Prospectus,  or  (ii)  to  the  extent  that  such
         information relates to such Holder's proposed method of distribution of
         Registrable  Securities  and was  reviewed  and  expressly  approved in
         writing by such Holder  expressly for use in a  Registration  Statement
         (it being  understood  that the Holder has approved  Annex A hereto for
         this  purpose),  such  Prospectus  or such form of Prospectus or in any
         amendment or supplement thereto or (ii) in the case of an occurrence of
         an event of the type  specified in Section  3(d)(iii)-(vi),  the use by
         such Holder of an outdated or  defective  Prospectus  after the Company
         has notified such Holder in writing that the  Prospectus is outdated or
         defective  and  prior  to the  receipt  by such  Holder  of the  Advice
         contemplated  in Section  6(d).  In no event shall the liability of any
         selling Holder hereunder be greater in amount than the dollar amount of
         the  net  proceeds  received  by  such  Holder  upon  the  sale  of the
         Registrable Securities giving rise to such indemnification obligation.

                  (c)      CONDUCT  OF  INDEMNIFICATION   PROCEEDINGS.   If  any
         Proceeding  shall be brought or asserted against any Person entitled to
         indemnity  hereunder (an "INDEMNIFIED  PARTY"),  such Indemnified Party
         shall  promptly  notify the Person from whom  indemnity  is sought (the
         "INDEMNIFYING PARTY") in writing, and the Indemnifying Party shall have
         the right to assume the defense  thereof,  including the  employment of
         counsel  reasonably  satisfactory  to the  Indemnified  Party  and  the
         payment of all fees and expenses  incurred in  connection  with defense
         thereof;  provided,  that the failure of any Indemnified  Party to give
         such notice shall not relieve the Indemnifying Party of its obligations
         or  liabilities  pursuant to this  Agreement,  except (and only) to the
         extent  that it shall be  finally  determined  by a court of  competent
         jurisdiction  (which  determination is not subject to appeal or further
         review) that such failure shall have prejudiced the Indemnifying Party.

                        An  Indemnified  Party  shall  have the  right to employ
         separate  counsel  in any such  Proceeding  and to  participate  in the
         defense thereof,  but the fees and expenses of such counsel shall be at
         the  expense  of such  Indemnified  Party or  Parties  unless:  (1) the
         Indemnifying Party has agreed in writing to pay such fees and expenses;
         (2) the  Indemnifying  Party shall have  failed  promptly to assume the
         defense  of  such   Proceeding   and  to  employ   counsel   reasonably
         satisfactory to such Indemnified  Party in any such Proceeding;  or (3)
         the named  parties  to any such  Proceeding  (including  any  impleaded
         parties)  include  both such  Indemnified  Party  and the  Indemnifying
         Party, and counsel to the Indemnified  Party shall  reasonably  believe
         that a material  conflict  of  interest  is likely to exist if the same
         counsel were to represent such  Indemnified  Party and the Indemnifying
         Party  (in  which  case,  if  such   Indemnified   Party  notifies  the
         Indemnifying Party in writing that it elects to employ separate counsel
         at the expense of the Indemnifying  Party, the Indemnifying Party shall
         not have the right to assume the  defense  thereof  and the  reasonable
         fees and expenses of no more than one separate  counsel shall be at the
         expense of the Indemnifying Party). The Indemnifying Party shall not be
         liable

                                       10
<PAGE>

         for any settlement of any such Proceeding  effected without its written
         consent,  which consent shall not be unreasonably  withheld or delayed.
         No Indemnifying  Party shall,  without the prior written consent of the
         Indemnified  Party,  effect any settlement of any pending Proceeding in
         respect  of  which  any  Indemnified  Party  is a  party,  unless  such
         settlement includes an unconditional  release of such Indemnified Party
         from all  liability  on  claims  that are the  subject  matter  of such
         Proceeding.

                        Subject to the terms of this  Agreement,  all reasonable
         fees and expenses of the Indemnified  Party (including  reasonable fees
         and expenses to the extent incurred in connection with investigating or
         preparing to defend such Proceeding in a manner not  inconsistent  with
         this  Section)  shall be paid to the  Indemnified  Party,  as incurred,
         within ten Trading Days of written notice  thereof to the  Indemnifying
         Party;  provided,  that the Indemnified Party shall promptly  reimburse
         the  Indemnifying  Party for that  portion  of such  fees and  expenses
         applicable  to  such  actions  for  which  such  Indemnified  Party  is
         judicially determined to be not entitled to indemnification hereunder.

                  (d)      CONTRIBUTION.  If the  indemnification  under Section
         5(a) or 5(b) is unavailable to an Indemnified  Party or insufficient to
         hold  an  Indemnified   Party  harmless  for  any  Losses,   then  each
         Indemnifying  Party shall  contribute  to the amount paid or payable by
         such Indemnified Party, in such proportion as is appropriate to reflect
         the relative fault of the Indemnifying  Party and Indemnified  Party in
         connection  with the actions,  statements or omissions that resulted in
         such Losses as well as any other relevant equitable considerations. The
         relative fault of such  Indemnifying  Party and Indemnified Party shall
         be determined  by reference to, among other things,  whether any action
         in  question,  including  any untrue or alleged  untrue  statement of a
         material fact or omission or alleged  omission of a material  fact, has
         been taken or made by, or  relates to  information  supplied  by,  such
         Indemnifying  Party or  Indemnified  Party,  and the parties'  relative
         intent, knowledge,  access to information and opportunity to correct or
         prevent such action,  statement or omission. The amount paid or payable
         by a party as a  result  of any  Losses  shall be  deemed  to  include,
         subject to the limitations set forth in this Agreement,  any reasonable
         attorneys'  or  other  fees  or  expenses  incurred  by such  party  in
         connection with any Proceeding to the extent such party would have been
         indemnified for such fees or expenses if the  indemnification  provided
         for in this Section was available to such party in accordance  with its
         terms.

                        The parties  hereto  agree that it would not be just and
         equitable if contribution pursuant to this Section 5(d) were determined
         by pro rata  allocation or by any other method of allocation  that does
         not take into account the equitable  considerations  referred to in the
         immediately preceding paragraph. Notwithstanding the provisions of this
         Section  5(d),  no  Holder  shall be  required  to  contribute,  in the
         aggregate,  any  amount in excess of the  amount by which the  proceeds
         actually  received  by such  Holder  from the  sale of the  Registrable
         Securities  subject to the Proceeding exceeds the amount of any damages
         that such Holder has  otherwise  been required to pay by reason of such
         untrue or alleged  untrue  statement  or omission or alleged  omission,
         except in the case of fraud or willful misconduct by such Holder.

                                       11
<PAGE>

                  The indemnity and  contribution  agreements  contained in this
         Section are in addition to any liability that the Indemnifying  Parties
         may have to the Indemnified Parties.

         6.       MISCELLANEOUS

                  (a)      REMEDIES.  In the event of a breach by the Company or
         by a  Holder,  of  any  of  their  respective  obligations  under  this
         Agreement,  each Holder or the Company, as the case may be, in addition
         to being  entitled to exercise all rights granted by law and under this
         Agreement,  including recovery of damages, will be entitled to specific
         performance  of its rights under this  Agreement.  The Company and each
         Holder  agree  that  monetary   damages  would  not  provide   adequate
         compensation for any losses incurred by reason of a breach by it of any
         of the  provisions of this Agreement and hereby further agrees that, in
         the event of any action  for  specific  performance  in respect of such
         breach, it shall not assert or shall waive the defense that a remedy at
         law would be adequate.

                  (b)      NO PIGGYBACK ON REGISTRATIONS. Except as set forth on
         SCHEDULE  6(B)  attached  hereto,  neither  the  Company nor any of its
         security  holders  (other  than the Holders in such  capacity  pursuant
         hereto)  may  include   securities   of  the  Company  in  the  initial
         Registration  Statement  other  than the  Registrable  Securities.  The
         Company  shall not file any  other  registration  statements  until the
         initial Registration Statement required hereunder is declared effective
         by the  Commission,  provided that this Section 6(b) shall not prohibit
         the Company from filing amendments to registration  statements  already
         filed.

                  (c)      COMPLIANCE.  Each Holder covenants and agrees that it
         will comply with the prospectus delivery requirements of the Securities
         Act  as  applicable  to it in  connection  with  sales  of  Registrable
         Securities pursuant to a Registration Statement.

                  (d)      DISCONTINUED  DISPOSITION.  Each Holder agrees by its
         acquisition of Registrable  Securities  that,  upon receipt of a notice
         from the Company of the  occurrence of any event of the kind  described
         in  Section   3(d)(iii)   through  (vi),  such  Holder  will  forthwith
         discontinue   disposition  of  such  Registrable   Securities  under  a
         Registration Statement until it is advised in writing (the "ADVICE") by
         the Company that the use of the  applicable  Prospectus (as it may have
         been supplemented or amended) may be resumed.  The Company will use its
         best efforts to ensure that the use of the Prospectus may be resumed as
         promptly as it practicable.  The Company agrees and  acknowledges  that
         any periods  during  which the Holder is required  to  discontinue  the
         disposition of the Registrable Securities hereunder shall be subject to
         the provisions of Section 2(b).

                  (e)      PIGGY-BACK  REGISTRATIONS.  If at any time during the
         Effectiveness Period there is not an effective  Registration  Statement
         covering  all of the  Registrable  Securities  and  the  Company  shall
         determine  to  prepare  and file  with the  Commission  a  registration
         statement relating to an offering for its own account or the account of
         others under 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

                                       12
<PAGE>

         connection with the stock option or other employee benefit plans,  then
         the  Company  shall  send to  each  Holder  a  written  notice  of such
         determination  and,  if  within  fifteen  days  after  the date of such
         notice, any such Holder shall so request in writing,  the Company shall
         include  in  such  registration  statement  all or  any  part  of  such
         Registrable Securities such Holder requests to be registered; PROVIDED,
         HOWEVER,  that,  the Company  shall not be  required  to  register  any
         Registrable  Securities pursuant to this Section 6(e) that are eligible
         for resale pursuant to Rule 144(k) promulgated under the Securities Act
         or that are the subject of a then effective Registration Statement.

                  (f)      AMENDMENTS  AND  WAIVERS.   The  provisions  of  this
         Agreement,  including  the  provisions  of  this  sentence,  may not be
         amended,   modified  or  supplemented,   and  waivers  or  consents  to
         departures from the provisions hereof may not be given, unless the same
         shall be in writing  and signed by the  Company  and each Holder of the
         then outstanding Registrable Securities. Notwithstanding the foregoing,
         a waiver or consent to depart from the  provisions  hereof with respect
         to a matter that relates  exclusively to the rights of Holders and that
         does not directly or indirectly  affect the rights of other Holders may
         be given by Holders of all of the Registrable  Securities to which such
         waiver or consent relates;  PROVIDED,  HOWEVER,  that the provisions of
         this sentence may not be amended,  modified,  or supplemented except in
         accordance with the provisions of the immediately preceding sentence.

                  (g)      NOTICES.  Any and all notices or other communications
         or deliveries  required or permitted to be provided  hereunder shall be
         delivered as set forth in the Purchase Agreement.

                  (h)      SUCCESSORS AND ASSIGNS. This Agreement shall inure to
         the benefit of and be binding upon the successors and permitted assigns
         of each of the parties  and shall inure to the benefit of each  Holder.
         The Company may not assign (except by merger) its rights or obligations
         hereunder  without the prior  written  consent of all of the Holders of
         the  then-outstanding  Registrable  Securities.  Each Holder may assign
         their  respective  rights hereunder in the manner and to the Persons as
         permitted under the Purchase Agreement.

                  (i)      NO INCONSISTENT  AGREEMENTS.  Neither the Company nor
         any of its Subsidiaries has entered,  as of the date hereof,  nor shall
         the  Company or any of its  Subsidiaries,  on or after the date of this
         Agreement,  enter into any  agreement  with respect to its  securities,
         that  would  have the effect of  impairing  the  rights  granted to the
         Holders in this  Agreement or otherwise  conflicts  with the provisions
         hereof.  Neither the Company nor any of its subsidiaries has previously
         entered  into any  agreement  granting  any  registration  rights  with
         respect  to any of its  securities  to any  Person  that  have not been
         satisfied in full.

                  (j)      EXECUTION  AND  COUNTERPARTS.  This  Agreement may be
         executed in two or more counterparts,  all of which when taken together
         shall  be  considered  one and the  same  agreement  and  shall  become
         effective  when  counterparts  have  been  signed  by  each  party  and
         delivered to the other  party,  it being  understood  that both parties
         need not sign the same counterpart.  In the event that any signature is
         delivered by facsimile  transmission  or by e-mail delivery of a ".pdf"
         format  data file,  such  signature  shall  create a valid and  binding
         obligation of the party executing (or on whose behalf such signature is
         executed) with the same force and effect as if such facsimile or ".pdf"
         signature page were an original thereof.

                                       13
<PAGE>

                  (k)      GOVERNING   LAW.   All   questions   concerning   the
         construction,   validity,   enforcement  and   interpretation  of  this
         Agreement  shall be determined in accordance with the provisions of the
         Purchase Agreement.

                  (l)      CUMULATIVE REMEDIES. The remedies provided herein are
         cumulative and not exclusive of any other remedies provided by law.

                  (m)      SEVERABILITY.  If any term,  provision,  covenant  or
         restriction  of  this  Agreement  is  held  by  a  court  of  competent
         jurisdiction  to  be  invalid,  illegal,  void  or  unenforceable,  the
         remainder of the terms,  provisions,  covenants  and  restrictions  set
         forth  herein shall remain in full force and effect and shall in no way
         be affected, impaired or invalidated,  and the parties hereto shall use
         their commercially reasonable efforts to find and employ an alternative
         means to  achieve  the same or  substantially  the same  result as that
         contemplated by such term,  provision,  covenant or restriction.  It is
         hereby  stipulated and declared to be the intention of the parties that
         they would have executed the remaining terms, provisions, covenants and
         restrictions  without  including  any of  such  that  may be  hereafter
         declared invalid, illegal, void or unenforceable.

                  (n)      HEADINGS.  The  headings  in this  Agreement  are for
         convenience  only, do not  constitute a part of the Agreement and shall
         not be deemed to limit or affect any of the provisions hereof.

                  (o)      INDEPENDENT   NATURE  OF  HOLDERS'   OBLIGATIONS  AND
         RIGHTS.  The  obligations of each Holder  hereunder are several and not
         joint with the obligations of any other Holder hereunder, and no Holder
         shall be responsible in any way for the  performance of the obligations
         of any other Holder hereunder. Nothing contained herein or in any other
         agreement or document delivered at any closing,  and no action taken by
         any Holder  pursuant  hereto or thereto,  shall be deemed to constitute
         the Holders as a partnership,  an  association,  a joint venture or any
         other kind of entity,  or create a presumption  that the Holders are in
         any way  acting in concert  with  respect  to such  obligations  or the
         transactions  contemplated  by this  Agreement.  Each  Holder  shall be
         entitled  to  protect  and  enforce  its  rights,   including   without
         limitation the rights arising out of this  Agreement,  and it shall not
         be necessary for any other Holder to be joined as an  additional  party
         in any proceeding for such purpose.

                              ********************

                                       14
<PAGE>

         IN WITNESS WHEREOF,  the parties have executed this Registration Rights
Agreement as of the date first written above.

                                          SONOMA COLLEGE, INC.

                                      By:    /s/
                                          --------------------------------------
                                          Name:  Charles Newman
                                          Title: CEO




                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]

                                       15
<PAGE>

                     [SIGNATURE PAGE OF HOLDERS TO SNMA RRA]

Name of Holder: ___Monarch Capital Fund Ltd._______________________
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: ___/s/_______________________
Name of Authorized Signatory: ____Navigator Management Ltd.______________
Title of Authorized Signatory: _________Director_________________




Name of Holder: ___Haborview Master Fund LP._______________________
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: ___/s/_______________________
Name of Authorized Signatory: ____Navigator Management Ltd.______________
Title of Authorized Signatory: _________Director_________________



                           [SIGNATURE PAGES CONTINUE]

                                       16
<PAGE>

                              PLAN OF DISTRIBUTION

         Each Selling  Stockholder  (the "SELLING  STOCKHOLDERS")  of the common
stock and any of their pledgees,  assignees and successors-in-interest may, from
time to  time,  sell  any or all of  their  shares  of  common  stock on the OTC
Bulletin Board or any other stock exchange,  market or trading facility on which
the shares are traded or in private transactions. These sales may be at fixed or
negotiated  prices.  A  Selling  Stockholder  may  use  any  one or  more of the
following methods when selling shares:

              o   ordinary brokerage  transactions and transactions in which the
                  broker-dealer solicits purchasers;

              o   block trades in which the  broker-dealer  will attempt to sell
                  the shares as agent but may  position  and resell a portion of
                  the block as principal to facilitate the transaction;

              o   purchases by a  broker-dealer  as principal  and resale by the
                  broker-dealer for its account;

              o   an exchange  distribution  in accordance with the rules of the
                  applicable exchange;

              o   privately negotiated transactions;

              o   settlement  of short sales  entered  into after the  effective
                  date of the registration statement of which this prospectus is
                  a part;

              o   broker-dealers may agree with the Selling Stockholders to sell
                  a specified  number of such shares at a  stipulated  price per
                  share;

              o   through the writing or  settlement of options or other hedging
                  transactions,   whether   through  an  options   exchange   or
                  otherwise;

              o   a combination of any such methods of sale; or

              o   any other method permitted pursuant to applicable law.

         The Selling  Stockholders may also sell shares under Rule 144 under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), if available,  rather
than under this prospectus.

         Broker-dealers  engaged by the  Selling  Stockholders  may  arrange for
other  brokers-dealers  to  participate  in sales.  Broker-dealers  may  receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares,  from the purchaser) in amounts to be
negotiated,  but, except as set forth in a supplement to this Prospectus, in the
case of an agency transaction not in excess of a customary brokerage  commission
in compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.

                                       17
<PAGE>

         In connection  with the sale of the common stock or interests  therein,
the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions,  which may in turn engage in short sales of the
common stock in the course of hedging the  positions  they  assume.  The Selling
Stockholders  may also sell shares of the common  stock short and deliver  these
securities  to close out their  short  positions,  or loan or pledge  the common
stock to  broker-dealers  that in turn may sell these  securities.  The  Selling
Stockholders   may  also  enter   into   option  or  other   transactions   with
broker-dealers  or other  financial  institutions or the creation of one or more
derivative  securities which require the delivery to such broker-dealer or other
financial  institution of shares offered by this  prospectus,  which shares such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus (as supplemented or amended to reflect such transaction).

         The  Selling  Stockholders  and any  broker-dealers  or agents that are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker-dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions or discounts under the Securities Act. Each Selling  Stockholder has
informed  the  Company  that it does not have any written or oral  agreement  or
understanding,  directly or indirectly, with any person to distribute the Common
Stock. In no event shall any broker-dealer receive fees, commissions and markups
which, in the aggregate, would exceed eight percent (8%).

         The Company is required to pay certain  fees and  expenses  incurred by
the Company incident to the  registration of the shares.  The Company has agreed
to indemnify the Selling  Stockholders against certain losses,  claims,  damages
and liabilities, including liabilities under the Securities Act.

         Because Selling Stockholders may be deemed to be "underwriters"  within
the  meaning of the  Securities  Act,  they will be  subject  to the  prospectus
delivery  requirements of the Securities Act including Rule 172  thereunder.  In
addition,  any  securities  covered by this  prospectus  which  qualify for sale
pursuant to Rule 144 under the  Securities Act may be sold under Rule 144 rather
than under this  prospectus.  There is no  underwriter  or  coordinating  broker
acting in connection  with the proposed sale of the resale shares by the Selling
Stockholders.

         We agreed to keep this  prospectus  effective  until the earlier of (i)
the date on which the shares may be resold by the Selling  Stockholders  without
registration  and  without  regard to any volume  limitations  by reason of Rule
144(k) under the  Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold  pursuant to this  prospectus or Rule 144 under the
Securities  Act or any other rule of similar  effect.  The resale shares will be
sold only through  registered or licensed  brokers or dealers if required  under
applicable  state securities  laws. In addition,  in certain states,  the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement is available and is complied with.

         Under  applicable  rules and  regulations  under the Exchange  Act, any
person engaged in the  distribution of the resale shares may not  simultaneously
engage in market  making  activities  with  respect to the common  stock for the
applicable  restricted  period,  as  defined  in  Regulation

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<PAGE>

M, prior to the  commencement  of the  distribution.  In  addition,  the Selling
Stockholders  will be subject to  applicable  provisions of the Exchange Act and
the rules and regulations  thereunder,  including  Regulation M, which may limit
the timing of  purchases  and sales of shares of the common stock by the Selling
Stockholders  or any  other  person.  We will  make  copies  of this  prospectus
available  to the Selling  Stockholders  and have  informed  them of the need to
deliver a copy of this  prospectus to each  purchaser at or prior to the time of
the sale (including by compliance with Rule 172 under the Securities Act).

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<PAGE>

                                                                         ANNEX B

                              SONOMA COLLEGE, INC.

                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

         The undersigned  beneficial owner of common stock, par value $.0001 per
share (the "COMMON STOCK"),  of Sonoma College,  Inc., a California  corporation
(the "COMPANY"), (the "REGISTRABLE SECURITIES") understands that the Company has
filed or  intends  to file with the  Securities  and  Exchange  Commission  (the
"COMMISSION")  a  registration   statement  on  Form  SB-2  (the   "REGISTRATION
STATEMENT") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "SECURITIES  ACT"), of the Registrable  Securities,  in
accordance  with the terms of the  Registration  Rights  Agreement,  dated as of
August____,  2006 (the "REGISTRATION  RIGHTS AGREEMENT"),  among the Company and
the Purchasers  named therein.  A copy of the  Registration  Rights Agreement is
available  from the Company  upon  request at the address set forth  below.  All
capitalized  terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.

         Certain  legal  consequences  arise  from  being  named  as  a  selling
securityholder  in  the  Registration  Statement  and  the  related  prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel  regarding the consequences of being
named  or not  being  named  as a  selling  securityholder  in the  Registration
Statement and the related prospectus.

                                     NOTICE

         The  undersigned  beneficial  owner (the "SELLING  SECURITYHOLDER")  of
Registrable Securities hereby elects to include the Registrable Securities owned
by it and listed below in Item 3 (unless otherwise  specified under such Item 3)
in the Registration Statement.

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