EXHIBIT 10.32


NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
COMPANY.  THIS  SECURITY  AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE  OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION  WITH A BONA FIDE MARGIN  ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.

                          COMMON STOCK PURCHASE WARRANT

                 To Purchase 1,562,500 Shares of Common Stock of

                              SONOMA COLLEGE, INC.

         THIS COMMON STOCK PURCHASE WARRANT (the "WARRANT")  certifies that, for
value received,  Monarch Capital Fund Ltd (the "HOLDER"),  is entitled, upon the
terms and subject to the limitations on exercise and the conditions  hereinafter
set forth, at any time on or after the date hereof (the "INITIAL EXERCISE DATE")
and on or prior to the close of  business  on the five year  anniversary  of the
Initial Exercise Date (the "TERMINATION DATE") but not thereafter,  to subscribe
for and  purchase  from Sonoma  College,  Inc., a  California  corporation  (the
"COMPANY"),  up to 1,562,500 shares (the "WARRANT  SHARES") of Common Stock, par
value $.0001 per share, of the Company (the "COMMON STOCK").  The purchase price
of one share of Common Stock under this  Warrant  shall be equal to the Exercise
Price, as defined in Section 2(b).

         SECTION 1.        DEFINITIONS. Capitalized terms used and not otherwise
defined  herein shall have the  meanings  set forth in that  certain  Securities
Purchase Agreement (the "PURCHASE  AGREEMENT"),  dated August 9, 2006, among the
Company and the purchasers signatory thereto.

         SECTION 2.        EXERCISE.

                  a)       EXERCISE OF WARRANT.  Exercise of the purchase rights
         represented  by this Warrant may be made,  in whole or in part,  at any
         time or times on or after the  Initial  Exercise  Date and on or before
         the  Termination  Date by delivery  to the  Company of a duly  executed
         facsimile  copy of the Notice of Exercise Form annexed  hereto (or such
         other office or agency of the Company as it may  designate by notice in
         writing  to  the  registered  Holder  at the  address  of  such  Holder
         appearing on the books of the Company);  and,  within 3 Trading Days of
         the date said Notice of  Exercise  is  delivered  to the  Company,  the
         Company shall have received payment of the aggregate  Exercise Price of
         the shares thereby  purchased by wire transfer or cashier's check drawn
         on a  United  States  bank.  Notwithstanding  anything  herein  to  the
         contrary, the Holder shall not be required to physically surrender this
         Warrant  to the  Company  until the  Holder  has  purchased  all of the
         Warrant Shares  available  hereunder and the Warrant has been exercised
         in full, in which case, the Holder shall  surrender this Warrant to the
         Company for  cancellation  within 3 Trading  Days of the date the final
         Notice of Exercise is delivered to the  Company.  Partial  exercises of
         this Warrant resulting in purchases of a portion of the total number of
         Warrant Shares  available  hereunder  shall have the effect of lowering
         the outstanding  number of Warrant Shares  purchasable  hereunder in an
         amount equal to

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         the applicable number of Warrant Shares  purchased.  The Holder and the
         Company shall  maintain  records  showing the number of Warrant  Shares
         purchased and the date of such purchases. The Company shall deliver any
         objection  to any Notice of  Exercise  Form  within 2 Business  Days of
         receipt of such notice. In the event of any dispute or discrepancy, the
         records of the Holder shall be  controlling  and  determinative  in the
         absence of manifest error.  The Holder and any assignee,  by acceptance
         of  this  Warrant,  acknowledge  and  agree  that,  by  reason  of  the
         provisions  of this  paragraph,  following the purchase of a portion of
         the Warrant Shares  hereunder,  the number of Warrant Shares  available
         for  purchase  hereunder  at any given time may be less than the amount
         stated on the face hereof.

                  b)       EXERCISE  PRICE.  The exercise price per share of the
         Common Stock under this Warrant  shall be $0.10,  subject to adjustment
         hereunder (the "EXERCISE PRICE").

                  c)       CASHLESS EXERCISE. If at any time after one year from
         the date of issuance of this Warrant there is no effective Registration
         Statement  registering,  or no current  prospectus  available  for, the
         resale of the Warrant Shares by the Holder,  then this Warrant may also
         be  exercised  at such time by means of a "cashless  exercise" in which
         the Holder shall be entitled to receive a certificate for the number of
         Warrant Shares equal to the quotient  obtained by dividing  [(A-B) (X)]
         by (A), where:

                  (A) = the VWAP on the Trading Day  immediately  preceding  the
                        date of such election;

                  (B) = the Exercise Price of this Warrant, as adjusted; and

                  (X) = the number of Warrant Shares  issuable upon  exercise of
                        this  Warrant  in  accordance  with  the  terms  of this
                        Warrant  by  means  of a  cash  exercise  rather  than a
                        cashless exercise.

                  Notwithstanding  anything  herein  to  the  contrary,  on  the
         Termination  Date,  this Warrant shall be  automatically  exercised via
         cashless exercise pursuant to this Section 2(c).

                  d)       EXERCISE LIMITATIONS.

                                    i.       HOLDER'S RESTRICTIONS.  The Company
                           shall not effect any exercise of this Warrant,  and a
                           Holder  shall  not have the  right  to  exercise  any
                           portion of this Warrant,  pursuant to Section 2(c) or
                           otherwise,  to the extent that after giving effect to
                           such  issuance  after  exercise  as set  forth on the
                           applicable Notice of Exercise,  such Holder (together
                           with such Holder's  Affiliates,  and any other person
                           or entity acting as a group together with such Holder
                           or any of such Holder's Affiliates),  as set forth on
                           the applicable Notice of Exercise, would beneficially
                           own in excess of the Beneficial  Ownership Limitation
                           (as defined  below).  For  purposes of the  foregoing
                           sentence,  the  number  of  shares  of  Common  Stock
                           beneficially  owned by such Holder and its Affiliates
                           shall  include  the number of shares of Common  Stock
                           issuable  upon  exercise of this Warrant with respect
                           to which such  determination is being made, but shall
                           exclude  the number of shares of Common  Stock  which
                           would  be  issuable   upon:   (A)   exercise  of  the
                           remaining,   nonexercised  portion  of  this  Warrant
                           beneficially  owned  by  such  Holder  or  any of its
                           Affiliates,  and (B)  exercise or  conversion  of the
                           unexercised  or  nonconverted  portion  of any  other
                           securities   of  the  Company   (including,   without
                           limitation, any other Debentures or Warrants) subject
                           to a limitation on  conversion or exercise  analogous
                           to the limitation contained herein beneficially owned
                           by such  Holder or any of its  affiliates.  Except as
                           set forth in the preceding sentence,  for purposes of
                           this Section 2(d)(i),  beneficial  ownership shall be
                           calculated  in  accordance  with Section 13(d) of the
                           Exchange   Act  and   the   rules   and   regulations
                           promulgated

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                           thereunder,  it being  acknowledged  by a Holder that
                           the Company is not  representing  to such Holder that
                           such  calculation is in compliance with Section 13(d)
                           of  the  Exchange  Act  and  such  Holder  is  solely
                           responsible for any schedules required to be filed in
                           accordance   therewith.   To  the  extent   that  the
                           limitation  contained in this  Section 2(d)  applies,
                           the   determination   of  whether   this  Warrant  is
                           exercisable (in relation to other securities owned by
                           such  Holder  together  with any  Affiliates)  and of
                           which a portion of this Warrant is exercisable  shall
                           be in  the  sole  discretion  of a  Holder,  and  the
                           submission of a Notice of Exercise shall be deemed to
                           be  each  Holder's   determination  of  whether  this
                           Warrant  is   exercisable   (in   relation  to  other
                           securities  owned by such  Holder  together  with any
                           Affiliates)  and of which  portion of this Warrant is
                           exercisable,  in each case subject to such  aggregate
                           percentage limitation,  and the Company shall have no
                           obligation  to verify or confirm the accuracy of such
                           determination. In addition, a determination as to any
                           group   status  as   contemplated   above   shall  be
                           determined  in  accordance  with Section 13(d) of the
                           Exchange   Act  and   the   rules   and   regulations
                           promulgated thereunder.  For purposes of this Section
                           2(d), in determining the number of outstanding shares
                           of Common  Stock,  a Holder may rely on the number of
                           outstanding  shares of Common  Stock as  reflected in
                           (x) the  Company's  most  recent  Form 10-QSB or Form
                           10-KSB,  as the case may be, (y) a more recent public
                           announcement  by the Company or (z) any other  notice
                           by  the  Company  or  the  Company's  Transfer  Agent
                           setting  forth the  number of shares of Common  Stock
                           outstanding.  Upon the  written or oral  request of a
                           Holder,  the Company  shall  within two Trading  Days
                           confirm  orally  and in  writing  to such  Holder the
                           number of shares of Common Stock then outstanding. In
                           any case, the number of outstanding  shares of Common
                           Stock shall be determined  after giving effect to the
                           conversion  or exercise of securities of the Company,
                           including  this  Warrant,   by  such  Holder  or  its
                           Affiliates  since the date as of which such number of
                           outstanding shares of Common Stock was reported.  The
                           "Beneficial  Ownership  Limitation" shall be 4.99% of
                           the number of shares of the Common Stock  outstanding
                           immediately  after  giving  effect to the issuance of
                           shares of Common Stock issuable upon exercise of this
                           Warrant.    The   Beneficial   Ownership   Limitation
                           provisions  of this Section  2(d)(i) may be waived by
                           such Holder, at the election of such Holder, upon not
                           less than 61 days'  prior  notice to the  Company  to
                           change the Beneficial  Ownership  Limitation to 9.99%
                           of  the  number  of  shares  of  the   Common   Stock
                           outstanding  immediately  after giving  effect to the
                           issuance of shares of Common  Stock upon  exercise of
                           this Warrant, and the provisions of this Section 2(d)
                           shall  continue  to  apply.  Upon  such a change by a
                           Holder of the Beneficial  Ownership  Limitation  from
                           such 4.99% limitation to such 9.99%  limitation,  the
                           Beneficial  Ownership  Limitation  may not be further
                           waived  by  such  Holder.   The  provisions  of  this
                           paragraph  shall be construed  and  implemented  in a
                           manner  otherwise than in strict  conformity with the
                           terms  of  this  Section   2(d)(i)  to  correct  this
                           paragraph  (or  any  portion  hereof)  which  may  be
                           defective   or   inconsistent   with   the   intended
                           Beneficial  Ownership  Limitation herein contained or
                           to make changes or supplements necessary or desirable
                           to  properly  give  effect  to such  limitation.  The
                           limitations  contained in this paragraph  shall apply
                           to a successor holder of this Warrant.

                  e)       MECHANICS OF EXERCISE.

                                    i.       AUTHORIZATION  OF  WARRANT  SHARES.
                           The Company  covenants  that all Warrant Shares which
                           may be  issued  upon  the  exercise  of the  purchase
                           rights   represented  by  this  Warrant  will,   upon
                           exercise of the purchase  rights  represented by this
                           Warrant,  be duly authorized,  validly issued,  fully
                           paid and nonassessable and free from all taxes,

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                           liens and  charges  created by the Company in respect
                           of the issue thereof  (other than taxes in respect of
                           any transfer  occurring  contemporaneously  with such
                           issue).

                                    ii.      DELIVERY   OF   CERTIFICATES   UPON
                           EXERCISE. Certificates for shares purchased hereunder
                           shall be  transmitted  by the  transfer  agent of the
                           Company to the Holder by crediting the account of the
                           Holder's  prime  broker  with  the  Depository  Trust
                           Company   through   its  Deposit   Withdrawal   Agent
                           Commission  ("DWAC")  system  if  the  Company  is  a
                           participant in such system, and otherwise by physical
                           delivery  to the address  specified  by the Holder in
                           the Notice of Exercise within 3 Trading Days from the
                           delivery  to the  Company of the  Notice of  Exercise
                           Form,  surrender  of this Warrant (if  required)  and
                           payment of the aggregate  Exercise Price as set forth
                           above ("WARRANT SHARE DELIVERY  DATE").  This Warrant
                           shall be deemed to have  been  exercised  on the date
                           the Exercise  Price is received by the  Company.  The
                           Warrant  Shares  shall be deemed to have been issued,
                           and Holder or any other  person so  designated  to be
                           named therein shall be deemed to have become a holder
                           of record of such shares for all purposes,  as of the
                           date the Warrant has been exercised by payment to the
                           Company  of  the  Exercise   Price  (or  by  cashless
                           exercise,  if permitted) and all taxes required to be
                           paid by the  Holder,  if  any,  pursuant  to  Section
                           2(e)(vii) prior to the issuance of such shares,  have
                           been paid.

                                    iii.     DELIVERY  OF  NEW   WARRANTS   UPON
                           EXERCISE.  If this Warrant shall have been  exercised
                           in part,  the  Company  shall,  at the  request  of a
                           Holder   and   upon   surrender   of   this   Warrant
                           certificate,   at  the  time  of   delivery   of  the
                           certificate  or  certificates   representing  Warrant
                           Shares,  deliver to Holder a new  Warrant  evidencing
                           the  rights  of Holder to  purchase  the  unpurchased
                           Warrant Shares called for by this Warrant,  which new
                           Warrant shall in all other respects be identical with
                           this Warrant.

                                    iv.      RESCISSION  RIGHTS.  If the Company
                           fails to cause its transfer  agent to transmit to the
                           Holder a certificate or certificates representing the
                           Warrant Shares  pursuant to this Section  2(e)(iv) by
                           the Warrant Share Delivery Date, then the Holder will
                           have the right to rescind such exercise.

                                    v.       COMPENSATION  FOR BUY-IN ON FAILURE
                           TO TIMELY  DELIVER  CERTIFICATES  UPON  EXERCISE.  In
                           addition to any other rights available to the Holder,
                           if the Company  fails to cause its transfer  agent to
                           transmit to the Holder a certificate or  certificates
                           representing   the  Warrant  Shares  pursuant  to  an
                           exercise  on or before  the  Warrant  Share  Delivery
                           Date,  and if after such date the Holder is  required
                           by  its  broker  to  purchase   (in  an  open  market
                           transaction  or otherwise)  shares of Common Stock to
                           deliver  in  satisfaction  of a sale by the Holder of
                           the  Warrant  Shares  which  the  Holder  anticipated
                           receiving  upon such exercise (a "BUY-IN"),  then the
                           Company  shall  (1)  pay in cash  to the  Holder  the
                           amount by which (x) the Holder's total purchase price
                           (including  brokerage  commissions,  if any)  for the
                           shares of Common Stock so  purchased  exceeds (y) the
                           amount  obtained  by  multiplying  (A) the  number of
                           Warrant  Shares  that the  Company  was  required  to
                           deliver to the Holder in connection with the exercise
                           at issue  times (B) the price at which the sell order
                           giving rise to such purchase obligation was executed,
                           and (2) at the option of the Holder, either reinstate
                           the portion of the Warrant and  equivalent  number of
                           Warrant  Shares  for  which  such  exercise  was  not
                           honored or deliver to the Holder the number of shares
                           of Common  Stock that would have been  issued had the
                           Company   timely   complied  with  its  exercise  and
                           delivery obligations  hereunder.  For example, if the
                           Holder purchases Common Stock having a total purchase
                           price of $11,000 to cover a Buy-In with respect to an
                           attempted  exercise of shares of Common Stock with an
                           aggregate  sale price  giving  rise to such  purchase
                           obligation  of  $10,000,  under  clause  (1)  of  the
                           immediately  preceding

<PAGE>

                           sentence  the  Company  shall be  required to pay the
                           Holder  $1,000.  The Holder shall provide the Company
                           written notice  indicating the amounts payable to the
                           Holder in respect of the Buy-In and,  upon request of
                           the  Company,  evidence  of the  amount of such loss.
                           Nothing herein shall limit a Holder's right to pursue
                           any other remedies available to it hereunder,  at law
                           or in equity including,  without limitation, a decree
                           of specific performance and/or injunctive relief with
                           respect to the  Company's  failure to timely  deliver
                           certificates representing shares of Common Stock upon
                           exercise of the  Warrant as required  pursuant to the
                           terms hereof.

                                    vi.      NO FRACTIONAL  SHARES OR SCRIP.  No
                           fractional  shares or scrip  representing  fractional
                           shares  shall be  issued  upon the  exercise  of this
                           Warrant.  As to any  fraction of a share which Holder
                           would  otherwise  be entitled  to purchase  upon such
                           exercise,  the Company shall at its election,  either
                           pay a  cash  adjustment  in  respect  of  such  final
                           fraction  in  an  amount   equal  to  such   fraction
                           multiplied  by the Exercise  Price or round up to the
                           next whole share.

                                    vii.     CHARGES,    TAXES   AND   EXPENSES.
                           Issuance of certificates  for Warrant Shares shall be
                           made  without  charge to the  Holder for any issue or
                           transfer tax or other  incidental  expense in respect
                           of the  issuance  of such  certificate,  all of which
                           taxes and expenses shall be paid by the Company,  and
                           such certificates  shall be issued in the name of the
                           Holder or in such name or names as may be directed by
                           the  Holder;  PROVIDED,  HOWEVER,  that in the  event
                           certificates for Warrant Shares are to be issued in a
                           name other than the name of the Holder,  this Warrant
                           when surrendered for exercise shall be accompanied by
                           the Assignment  Form attached hereto duly executed by
                           the  Holder;  and  the  Company  may  require,  as  a
                           condition thereto, the payment of a sum sufficient to
                           reimburse it for any transfer tax incidental thereto.

                                    viii.    CLOSING OF BOOKS.  The Company will
                           not close its  stockholder  books or  records  in any
                           manner  which  prevents  the timely  exercise of this
                           Warrant, pursuant to the terms hereof.

         SECTION 3.        CERTAIN ADJUSTMENTS.

                  a)       STOCK  DIVIDENDS AND SPLITS.  If the Company,  at any
         time while this Warrant is  outstanding:  (A) pays a stock  dividend or
         otherwise make a distribution or  distributions on shares of its Common
         Stock or any other equity or equity  equivalent  securities  payable in
         shares  of Common  Stock  (which,  for  avoidance  of doubt,  shall not
         include any shares of Common Stock issued by the Company upon  exercise
         of this  Warrant),  (B) subdivides  outstanding  shares of Common Stock
         into a larger  number of  shares,  (C)  combines  (including  by way of
         reverse stock split)  outstanding shares of Common Stock into a smaller
         number of shares,  or (D) issues by  reclassification  of shares of the
         Common Stock any shares of capital  stock of the Company,  then in each
         case the Exercise  Price shall be multiplied by a fraction of which the
         numerator  shall be the  number of shares  of Common  Stock  (excluding
         treasury shares, if any) outstanding  immediately before such event and
         of which the denominator  shall be the number of shares of Common Stock
         outstanding  immediately  after  such  event  and the  number of shares
         issuable  upon  exercise  of  this  Warrant  shall  be  proportionately
         adjusted.  Any  adjustment  made  pursuant to this  Section  3(a) shall
         become   effective   immediately   after  the   record   date  for  the
         determination  of  stockholders  entitled to receive  such  dividend or
         distribution and shall become effective immediately after the effective
         date in the case of a subdivision, combination or re-classification.

                  b)       SUBSEQUENT  EQUITY  SALES.  If  the  Company  or  any
         Subsidiary  thereof,  as applicable,  at any time while this Warrant is
         outstanding,  shall  sell or grant any  option to  purchase  or sell or
         grant any right to reprice its securities,  or otherwise  dispose of or
         issue (or announce any offer,  sale, grant

<PAGE>

         or any option to purchase  or other  disposition)  any Common  Stock or
         Common  Stock  Equivalents  entitling  any Person to acquire  shares of
         Common  Stock,  at an  effective  price  per  share  less than the then
         Exercise  Price (such  lower  price,  the "BASE  SHARE  PRICE" and such
         issuances  collectively,  a "DILUTIVE  ISSUANCE") (if the holder of the
         Common Stock or Common Stock  Equivalents  so issued shall at any time,
         whether by operation of purchase price  adjustments,  reset provisions,
         floating conversion,  exercise or exchange prices or otherwise,  or due
         to warrants, options or rights per share which are issued in connection
         with such issuance, be entitled to receive shares of Common Stock at an
         effective price per share which is less than the Exercise  Price,  such
         issuance  shall be deemed to have  occurred  for less than the Exercise
         Price on such date of the Dilutive  Issuance),  then the Exercise Price
         shall be reduced and only reduced to equal the Base Share Price and the
         number of Warrant  Shares  issuable  hereunder  shall be increased such
         that the aggregate Exercise Price payable hereunder,  after taking into
         account  the  decrease  in the  Exercise  Price,  shall be equal to the
         aggregate  Exercise  Price prior to such  adjustment.  Such  adjustment
         shall be made  whenever  such Common Stock or Common Stock  Equivalents
         are issued.  Notwithstanding  the foregoing,  no  adjustments  shall be
         made,  paid or issued  under this  Section 3(b) in respect of an Exempt
         Issuance. The Company shall notify the Holder in writing, no later than
         the Trading Day  following  the  issuance of any Common Stock or Common
         Stock  Equivalents  subject to this  section,  indicating  therein  the
         applicable  issuance price, or applicable reset price,  exchange price,
         conversion  price and other  pricing  terms (such notice the  "DILUTIVE
         ISSUANCE  NOTICE").  For purposes of clarification,  whether or not the
         Company  provides a Dilutive  Issuance  Notice pursuant to this Section
         3(b), upon the occurrence of any Dilutive  Issuance,  after the date of
         such  Dilutive  Issuance  the Holder is entitled to receive a number of
         Warrant  Shares based upon the Base Share Price  regardless  of whether
         the Holder  accurately  refers to the Base Share Price in the Notice of
         Exercise.

                  c)       SUBSEQUENT RIGHTS OFFERINGS.  If the Company,  at any
         time while the Warrant is outstanding,  shall issue rights,  options or
         warrants to all holders of Common Stock (and not to Holders)  entitling
         them to subscribe for or purchase shares of Common Stock at a price per
         share less than the VWAP at the record date mentioned  below,  then the
         Exercise  Price  shall  be  multiplied  by a  fraction,  of  which  the
         denominator  shall  be  the  number  of  shares  of  the  Common  Stock
         outstanding on the date of issuance of such rights or warrants plus the
         number of additional shares of Common Stock offered for subscription or
         purchase,  and of which the numerator  shall be the number of shares of
         the Common Stock  outstanding on the date of issuance of such rights or
         warrants plus the number of shares which the aggregate  offering  price
         of the  total  number of shares so  offered  (assuming  receipt  by the
         Company in full of all  consideration  payable  upon  exercise  of such
         rights,  options  or  warrants)  would  purchase  at  such  VWAP.  Such
         adjustment  shall be made  whenever such rights or warrants are issued,
         and shall become  effective  immediately  after the record date for the
         determination of stockholders entitled to receive such rights,  options
         or warrants.

                  d)       PRO RATA  DISTRIBUTIONS.  If the Company, at any time
         prior to the  Termination  Date,  shall  distribute  to all  holders of
         Common  Stock  (and not to Holders of the  Warrants)  evidences  of its
         indebtedness or assets (including cash and cash dividends) or rights or
         warrants to  subscribe  for or  purchase  any  security  other than the
         Common  Stock (which  shall be subject to Section  3(b)),  then in each
         such case the  Exercise  Price  shall be adjusted  by  multiplying  the
         Exercise Price in effect immediately prior to the record date fixed for
         determination of stockholders  entitled to receive such distribution by
         a fraction of which the denominator  shall be the VWAP determined as of
         the record date mentioned  above,  and of which the numerator  shall be
         such VWAP on such record date less the then per share fair market value
         at such  record  date of the  portion  of such  assets or  evidence  of
         indebtedness so distributed  applicable to one outstanding share of the
         Common Stock as determined by the Board of Directors in good faith.  In
         either case the adjustments shall be described in a statement  provided
         to the Holder of the portion of assets or evidences of  indebtedness so
         distributed  or such  subscription  rights  applicable  to one share of
         Common  Stock.   Such  adjustment  shall  be  made

<PAGE>

         whenever  any such  distribution  is made and  shall  become  effective
         immediately after the record date mentioned above.

                  e)       FUNDAMENTAL  TRANSACTION.  If, at any time while this
         Warrant  is  outstanding,   (A)  the  Company  effects  any  merger  or
         consolidation  of the  Company  with or into  another  Person,  (B) the
         Company effects any sale of all or  substantially  all of its assets in
         one or a  series  of  related  transactions,  (C) any  tender  offer or
         exchange offer (whether by the Company or another  Person) is completed
         pursuant to which  holders of Common  Stock are  permitted to tender or
         exchange their shares for other  securities,  cash or property,  or (D)
         the Company  effects any  reclassification  of the Common  Stock or any
         compulsory  share  exchange  pursuant  to  which  the  Common  Stock is
         effectively  converted into or exchanged for other securities,  cash or
         property (in any such case, a "FUNDAMENTAL  TRANSACTION"),  then,  upon
         any  subsequent  exercise of this  Warrant,  the Holder  shall have the
         right to receive,  for each Warrant Share that would have been issuable
         upon  such  exercise  immediately  prior  to  the  occurrence  of  such
         Fundamental Transaction, at the option of the Holder, (a) upon exercise
         of this Warrant,  the number of shares of Common Stock of the successor
         or  acquiring  corporation  or of the Company,  if it is the  surviving
         corporation,   and  any  additional   consideration   (the   "ALTERNATE
         CONSIDERATION")  receivable upon or as a result of such reorganization,
         reclassification,  merger,  consolidation or disposition of assets by a
         Holder of the number of shares of Common  Stock for which this  Warrant
         is exercisable immediately prior to such event or (b) if the Company is
         acquired  in an all cash  transaction,  cash equal to the value of this
         Warrant as  determined  in  accordance  with the  Black-Scholes  option
         pricing formula.  For purposes of any such exercise,  the determination
         of the Exercise Price shall be appropriately  adjusted to apply to such
         Alternate  Consideration based on the amount of Alternate Consideration
         issuable  in respect of one share of Common  Stock in such  Fundamental
         Transaction,  and the Company shall  apportion the Exercise Price among
         the  Alternate  Consideration  in a reasonable  manner  reflecting  the
         relative   value  of  any   different   components   of  the  Alternate
         Consideration.  If holders  of Common  Stock are given any choice as to
         the  securities,  cash or  property  to be  received  in a  Fundamental
         Transaction,  then the Holder  shall be given the same choice as to the
         Alternate  Consideration  it receives upon any exercise of this Warrant
         following  such  Fundamental  Transaction.  To the extent  necessary to
         effectuate  the foregoing  provisions,  any successor to the Company or
         surviving  entity in such  Fundamental  Transaction  shall issue to the
         Holder a new  warrant  consistent  with the  foregoing  provisions  and
         evidencing  the Holder's  right to exercise such warrant into Alternate
         Consideration.   The  terms  of  any  agreement  pursuant  to  which  a
         Fundamental  Transaction is effected shall include terms  requiring any
         such  successor or surviving  entity to comply with the  provisions  of
         this  Section  3(e)  and  insuring  that  this  Warrant  (or  any  such
         replacement  security)  will be similarly  adjusted upon any subsequent
         transaction analogous to a Fundamental Transaction.

                  f)       CALCULATIONS.  All calculations  under this Section 3
         shall be made to the nearest cent or the nearest 1/100th of a share, as
         the case may be. For  purposes of this  Section 3, the number of shares
         of Common Stock deemed to be issued and  outstanding as of a given date
         shall be the sum of the  number of shares  of Common  Stock  (excluding
         treasury shares, if any) issued and outstanding.

                  g)       VOLUNTARY  ADJUSTMENT BY COMPANY.  The Company may at
         any  time  during  the term of this  Warrant  reduce  the then  current
         Exercise  Price  to any  amount  and for  any  period  of  time  deemed
         appropriate by the Board of Directors of the Company.

                  h)       NOTICE TO HOLDERS.

                                    i.       ADJUSTMENT   TO   EXERCISE   PRICE.
                           Whenever the Exercise  Price is adjusted  pursuant to
                           any  provision of this  Section 3, the Company  shall
                           promptly  mail to each Holder a notice  setting forth
                           the Exercise Price after such  adjustment and setting
                           forth a brief  statement of the facts  requiring such
                           adjustment.  If the  Company  issues a variable  rate
                           security,  despite  the  prohibition  thereon  in the
                           Purchase  Agreement,  the

<PAGE>

                           Company  shall be deemed to have issued  Common Stock
                           or Common Stock  Equivalents  at the lowest  possible
                           conversion or exercise price at which such securities
                           may  be  converted  or  exercised  in the  case  of a
                           Variable Rate Transaction (as defined in the Purchase
                           Agreement).

                                    ii.      NOTICE TO ALLOW EXERCISE BY HOLDER.
                           If (A) the Company  shall  declare a dividend (or any
                           other  distribution  in whatever  form) on the Common
                           Stock;  (B)  the  Company  shall  declare  a  special
                           nonrecurring  cash dividend on or a redemption of the
                           Common  Stock;  (C) the Company  shall  authorize the
                           granting to all holders of the Common Stock rights or
                           warrants to  subscribe  for or purchase any shares of
                           capital stock of any class or of any rights;  (D) the
                           approval of any  stockholders of the Company shall be
                           required in connection with any  reclassification  of
                           the  Common  Stock,  any  consolidation  or merger to
                           which the Company is a party, any sale or transfer of
                           all  or  substantially  all  of  the  assets  of  the
                           Company, of any compulsory share exchange whereby the
                           Common Stock is converted into other securities, cash
                           or  property;  (E) the Company  shall  authorize  the
                           voluntary or involuntary dissolution,  liquidation or
                           winding up of the affairs of the  Company;  then,  in
                           each case,  the  Company  shall cause to be mailed to
                           the  Holder at its last  address  as it shall  appear
                           upon the Warrant Register of the Company, at least 20
                           calendar  days  prior  to the  applicable  record  or
                           effective  date  hereinafter   specified,   a  notice
                           stating (x) the date on which a record is to be taken
                           for  the  purpose  of  such  dividend,  distribution,
                           redemption, rights or warrants, or if a record is not
                           to be taken,  the date as of which the holders of the
                           Common  Stock  of  record  to  be  entitled  to  such
                           dividend,   distributions,   redemption,   rights  or
                           warrants  are to be  determined  or (y)  the  date on
                           which such reclassification,  consolidation,  merger,
                           sale,  transfer  or share  exchange  is  expected  to
                           become  effective or close,  and the date as of which
                           it is expected  that  holders of the Common  Stock of
                           record shall be entitled to exchange  their shares of
                           the  Common  Stock  for  securities,  cash  or  other
                           property  deliverable  upon  such   reclassification,
                           consolidation,   merger,   sale,  transfer  or  share
                           exchange;  provided  that the  failure  to mail  such
                           notice  or  any  defect  therein  or in  the  mailing
                           thereof   shall  not  affect  the   validity  of  the
                           corporate  action  required to be  specified  in such
                           notice.  The  Holder is  entitled  to  exercise  this
                           Warrant  during the 20-day  period  commencing on the
                           date  of such  notice  to the  effective  date of the
                           event triggering such notice.

         SECTION 4.        TRANSFER OF WARRANT.

                  a)       TRANSFERABILITY.   Subject  to  compliance  with  any
         applicable securities laws and the conditions set forth in Section 4(d)
         hereof and to the provisions of Section 4.1 of the Purchase  Agreement,
         this Warrant and all rights hereunder  (including,  without limitation,
         any registration  rights) are  transferable,  in whole or in part, upon
         surrender of this Warrant at the principal office of the Company or its
         designated  agent,  together with a written  assignment of this Warrant
         substantially  in the form attached  hereto duly executed by the Holder
         or its agent or attorney and funds sufficient to pay any transfer taxes
         payable upon the making of such  transfer.  Upon such surrender and, if
         required,  such  payment,  the Company  shall execute and deliver a new
         Warrant or Warrants in the name of the assignee or assignees and in the
         denomination   or   denominations   specified  in  such  instrument  of
         assignment,  and shall issue to the  assignor a new Warrant  evidencing
         the portion of this  Warrant not so assigned,  and this  Warrant  shall
         promptly  be  cancelled.  A  Warrant,  if  properly  assigned,  may  be
         exercised  by a new holder for the purchase of Warrant  Shares  without
         having a new Warrant issued.

                  b)       NEW WARRANTS. This Warrant may be divided or combined
         with other Warrants upon presentation hereof at the aforesaid office of
         the Company,  together with a written  notice  specifying the names and
         denominations  in which new  Warrants  are to be issued,  signed by the
         Holder or its

<PAGE>

         agent or attorney.  Subject to compliance  with Section 4(a), as to any
         transfer  which may be involved in such  division or  combination,  the
         Company shall execute and deliver a new Warrant or Warrants in exchange
         for the Warrant or  Warrants  to be divided or  combined in  accordance
         with such notice.

                  c)       WARRANT  REGISTER.  The Company  shall  register this
         Warrant,  upon records to be maintained by the Company for that purpose
         (the "WARRANT REGISTER"),  in the name of the record Holder hereof from
         time to time. The Company may deem and treat the  registered  Holder of
         this  Warrant  as the  absolute  owner  hereof  for the  purpose of any
         exercise hereof or any  distribution  to the Holder,  and for all other
         purposes, absent actual notice to the contrary.

                  d)       TRANSFER  RESTRICTIONS.   If,  at  the  time  of  the
         surrender  of this  Warrant in  connection  with any  transfer  of this
         Warrant,  the transfer of this Warrant shall not be registered pursuant
         to an effective  registration  statement  under the  Securities Act and
         under  applicable  state  securities or blue sky laws,  the Company may
         require, as a condition of allowing such transfer:  (i) that the Holder
         or  transferee  of this  Warrant,  as the case may be,  furnish  to the
         Company a written  opinion of counsel  (which opinion shall be in form,
         substance  and scope  customary  for opinions of counsel in  comparable
         transactions)  to the effect  that such  transfer  may be made  without
         registration  under  the  Securities  Act and  under  applicable  state
         securities or blue sky laws, (ii) that the holder or transferee execute
         and deliver to the Company an  investment  letter in form and substance
         acceptable  to  the  Company,  and  (iii)  that  the  transferee  be an
         "accredited  investor" as defined in Rule  501(a)(1),  (a)(2),  (a)(3),
         (a)(7), or (a)(8)  promulgated under the Securities Act or a "qualified
         institutional  buyer" as defined in Rule 144A(a)  under the  Securities
         Act.

         SECTION 5.        MISCELLANEOUS.

                  a)       NO RIGHTS AS SHAREHOLDER UNTIL EXERCISE. This Warrant
         does not entitle the Holder to any voting  rights or other  rights as a
         shareholder of the Company prior to the exercise hereof as set forth in
         Section 2(e)(ii).

                  b)       LOSS,  THEFT,  DESTRUCTION  OR MUTILATION OF WARRANT.
         The  Company  covenants  that upon  receipt by the  Company of evidence
         reasonably  satisfactory  to it of  the  loss,  theft,  destruction  or
         mutilation  of this  Warrant or any stock  certificate  relating to the
         Warrant Shares, and in case of loss, theft or destruction, of indemnity
         or security  reasonably  satisfactory to it (which,  in the case of the
         Warrant, shall not include the posting of any bond), and upon surrender
         and  cancellation of such Warrant or stock  certificate,  if mutilated,
         the Company will make and deliver a new Warrant or stock certificate of
         like tenor and dated as of such  cancellation,  in lieu of such Warrant
         or stock certificate.

                  c)       SATURDAYS,  SUNDAYS,  HOLIDAYS,  ETC.  If the last or
         appointed  day for the  taking of any action or the  expiration  of any
         right required or granted herein shall not be a Business Day, then such
         action  may be  taken  or  such  right  may be  exercised  on the  next
         succeeding Business Day.

                  d)       AUTHORIZED SHARES.

                           The  Company  covenants  that  during  the period the
                  Warrant is  outstanding,  it will reserve from its  authorized
                  and unissued  Common  Stock a  sufficient  number of shares to
                  provide  for the  issuance  of the  Warrant  Shares  upon  the
                  exercise  of any  purchase  rights  under  this  Warrant.  The
                  Company  further  covenants  that its issuance of this Warrant
                  shall  constitute  full  authority  to its  officers  who  are
                  charged  with  the duty of  executing  stock  certificates  to
                  execute and issue the necessary  certificates  for the Warrant
                  Shares upon the  exercise of the  purchase  rights  under this
                  Warrant.  The Company will take all such reasonable  action as
                  may be  necessary  to assure that such  Warrant  Shares may be
                  issued as provided herein without  violation of any applicable
                  law or  regulation,  or of  any  requirements  of the  Trading
                  Market upon which the Common Stock may be listed.

<PAGE>

                           Except and to the extent as waived or consented to by
                  the Holder,  the Company  shall not by any action,  including,
                  without limitation,  amending its certificate of incorporation
                  or   through   any   reorganization,   transfer   of   assets,
                  consolidation,   merger,   dissolution,   issue   or  sale  of
                  securities  or any other  voluntary  action,  avoid or seek to
                  avoid the  observance  or  performance  of any of the terms of
                  this  Warrant,  but will at all times in good faith  assist in
                  the  carrying  out of all such  terms and in the taking of all
                  such actions as may be necessary or appropriate to protect the
                  rights  of  Holder  as  set  forth  in  this  Warrant  against
                  impairment.  Without limiting the generality of the foregoing,
                  the  Company  will:  (a) not  increase  the par  value  of any
                  Warrant  Shares above the amount  payable  therefor  upon such
                  exercise  immediately prior to such increase in par value, (b)
                  take all such action as may be  necessary  or  appropriate  in
                  order that the Company  may  validly  and legally  issue fully
                  paid and  nonassessable  Warrant  Shares upon the  exercise of
                  this Warrant,  and (c) use commercially  reasonable efforts to
                  obtain all such  authorizations,  exemptions  or consents from
                  any public regulatory body having jurisdiction  thereof as may
                  be necessary to enable the Company to perform its  obligations
                  under this Warrant.

                           Before  taking any action  which  would  result in an
                  adjustment  in the  number of  Warrant  Shares  for which this
                  Warrant is exercisable or in the Exercise  Price,  the Company
                  shall obtain all such authorizations or exemptions thereof, or
                  consents  thereto,   as  may  be  necessary  from  any  public
                  regulatory body or bodies having jurisdiction thereof.

                  e)       JURISDICTION.    All   questions    concerning    the
         construction,  validity, enforcement and interpretation of this Warrant
         shall be determined in accordance  with the  provisions of the Purchase
         Agreement.

                  f)       RESTRICTIONS.   The  Holder   acknowledges  that  the
         Warrant  Shares  acquired  upon the  exercise of this  Warrant,  if not
         registered,  will have  restrictions  upon resale  imposed by state and
         federal securities laws.

                  g)       NONWAIVER AND  EXPENSES.  No course of dealing or any
         delay or failure to exercise any right  hereunder on the part of Holder
         shall operate as a waiver of such right or otherwise prejudice Holder's
         rights,  powers or remedies,  notwithstanding  the fact that all rights
         hereunder  terminate on the Termination  Date. If the Company willfully
         and knowingly fails to comply with any provision of this Warrant, which
         results in any material damages to the Holder, the Company shall pay to
         Holder  such  amounts  as shall be  sufficient  to cover  any costs and
         expenses  including,  but not limited to,  reasonable  attorneys' fees,
         including  those  of  appellate  proceedings,  incurred  by  Holder  in
         collecting  any amounts due pursuant  hereto or in otherwise  enforcing
         any of its rights, powers or remedies hereunder.

                  h)       NOTICES.  Any  notice,   request  or  other  document
         required or  permitted  to be given or  delivered  to the Holder by the
         Company shall be delivered in accordance with the notice  provisions of
         the Purchase Agreement.

                  i)       LIMITATION OF LIABILITY.  No provision hereof, in the
         absence of any affirmative action by Holder to exercise this Warrant to
         purchase  Warrant  Shares,  and no enumeration  herein of the rights or
         privileges  of Holder,  shall give rise to any  liability of Holder for
         the  purchase  price of any  Common  Stock or as a  stockholder  of the
         Company,  whether  such  liability  is  asserted  by the  Company or by
         creditors of the Company.

                  j)       REMEDIES.  Holder,  in addition to being  entitled to
         exercise all rights granted by law, including recovery of damages, will
         be entitled to specific  performance  of its rights under this Warrant.
         The  Company  agrees  that  monetary  damages  would  not  be  adequate
         compensation  for any loss  incurred by reason of a breach by it of the
         provisions of this Warrant and hereby agrees to waive

<PAGE>

         and not to assert the  defense in any action for  specific  performance
         that a remedy at law would be adequate.

                  k)       SUCCESSORS   AND  ASSIGNS.   Subject  to   applicable
         securities laws, this Warrant and the rights and obligations  evidenced
         hereby shall inure to the benefit of and be binding upon the successors
         of the Company and the successors and permitted assigns of Holder.  The
         provisions  of this  Warrant are  intended to be for the benefit of all
         Holders from time to time of this Warrant and shall be  enforceable  by
         any such Holder or holder of Warrant Shares.

                  l)       AMENDMENT. This Warrant may be modified or amended or
         the  provisions  hereof waived with the written  consent of the Company
         and the Holder.

                  m)       SEVERABILITY.  Wherever  possible,  each provision of
         this Warrant shall be interpreted in such manner as to be effective and
         valid under  applicable law, but if any provision of this Warrant shall
         be prohibited by or invalid under  applicable law, such provision shall
         be ineffective to the extent of such prohibition or invalidity, without
         invalidating   the  remainder  of  such  provisions  or  the  remaining
         provisions of this Warrant.

                  n)       HEADINGS.  The headings  used in this Warrant are for
         the  convenience of reference  only and shall not, for any purpose,  be
         deemed a part of this Warrant.


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

<PAGE>

         IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed
by its officer thereunto duly authorized.


Dated: August 9, 2006


                                   SONOMA COLLEGE, INC.


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