BRIDGE LOAN AGREEMENT

                                                                        EX-10.38

                              BRIDGE LOAN AGREEMENT


              THIS BRIDGE LOAN   AGREEMENT,   dated as of September   28, 2006,   is
entered into by and between Sonoma College,   Inc., a California corporation with
headquarters   located   at 1304   South   Point   Boulevard,   Suite   280,   Petaluma,
California 94954 (the "Company"), and Harborview Master Fund Lp (the "Lender").

                              W I T N E S S E T H:

              WHEREAS,   the Company and the Lender are executing and   delivering
this   Agreement   in   accordance   with and in reliance   upon the   exemption   from
securities   registration for offers and sales to accredited   investors afforded,
INTER ALIA, by Rule 506 under   Regulation D   ("Regulation   D") as promulgated by
the United   States   Securities   and   Exchange   Commission   (the "SEC") under the
Securities Act of 1933, as amended (the "1933 Act"),   and/or Section 4(2) of the
1933 Act; and

               WHEREAS,   the Lender wishes to lend funds to the Company,   subject
to and upon the terms and   conditions of this   Agreement and   acceptance of this
Agreement by the Company,   the   repayment   of which will be   represented   by 10%
Secured Promissory Note of the Company (the "Note"), on the terms and conditions
referred to herein; and

              WHEREAS, in connection with the loan to be made by the Lender, the
Company has agreed to cause the Issued   Shares (as   defined   below) to be issued
and/or transferred to the Lender; and

              WHEREAS,   the   Company's   obligations   to repay   the Note   will be
secured by certain real estate (the "Real Estate")   pledged by Charles D. Newman
and Elysa K. Newman (each a "Pledgor" and together,   the "Pledgors") pursuant to
separate Security Interest and Pledge Agreements (the "Pledge Agreements"),   and
by a mortgage (the "Mortgage") executed by the Pledgors in favor of the Lender.

              NOW   THEREFORE,   in   consideration   of the premises and the mutual
covenants   contained   herein   and other   good and   valuable   consideration,   the
receipt and sufficiency of which are hereby   acknowledged,   the parties agree as
follows:

              1.      AGREEMENT TO PURCHASE; PURCHASE PRICE.

              a.      PURCHASE.

              (i)     Subject to the terms and   conditions of this   Agreement and
the   other   Transaction   Agreements,   the   Lender   hereby   agrees to loan to the
Company $275,000 (the "Loan Amount").
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              (ii)    The   obligation   to repay the loan from the Lender shall be
evidenced by the Company's   issuance of the Note, which shall be shall be in the
form of ANNEX I annexed   hereto.   The Note will be secured by the Mortgage under
the terms of the Pledge   Agreements and Mortgage,   which Pledge Agreements shall
be   substantially   in the   form of ANNEX   VI   hereto,   which   the   Company   will
acknowledge.

              (iii)   In consideration of the loan to be made by the Lender,   the
Company   agrees   to issue to the   Lender   the   Issued   Shares   and the   Warrant.
Additional provisions relating to the Issued Shares and the Warrant are provided
below.

              (iv)    The loan to be made by the Lender and the   issuance   of the
Note and Warrant to the Lender and the   issuance   and/or   transfer of the Issued
Shares   to the   Lender   and   the   other   transactions   contemplated   hereby   are
sometimes   referred   to herein and in the other   Transaction   Agreements   as the
purchase   and sale of the   Securities   (as defined   below),   and are referred to
collectively as the "Transactions".

              b.      CERTAIN DEFINITIONS.   As used herein, each of the following
terms has the meaning set forth below, unless the context otherwise requires:

              "Additional   Issued Shares" means 1,527,777 shares of Common Stock
(half of which shall be restricted   and half of which shall be   free-trading   or
subject to   piggy-back   registration   rights) to be issued by the Company to the
Lender on   December   29,   2006 in the event   that the Note is not   repaid in its
entirety on or before such date.

              "Affiliate"   means,   with respect to a specific Person referred to
in the relevant provision, another Person who or which controls or is controlled
by or is under common control with such specified Person.

              "Certificates"   means the original   ink-signed Note and the Issued
Share Certificates, each duly executed by the Company and issued in the name of,
or in the case of the Share   Certificates,   duly endorsed or accompanied by duly
executed stock powers for transfer to, the Lender.

              "Closing Date" means the date of the closing of the   Transactions,
as provided herein.

              "Common Stock   Equivalents" means any securities of the Company or
the   Subsidiaries   which would entitle the holder thereof to acquire at any time
Common Stock,   including without limitation,   any debt, preferred stock, rights,
options,   warrants or other   instrument that is at any time   convertible into or
exchangeable   for, or otherwise   entitles the holder thereof to receive,   Common
Stock.

              "Company Control Person" means each director,   executive   officer,
promoter,   and such other   Persons   as may be deemed in   control of the   Company
pursuant   to Rule   405   under   the 1933   Act or   Section   20 of the 1934 Act (as
defined below).
<PAGE>


              "Disclosure   Annex"   means   ANNEX V to this   Agreement;   provided,
however,   that the Disclosure Annex shall be arranged in sections   corresponding
to the   identified   Sections of this   Agreement,   but the disclosure in any such
section of the Disclosure Annex shall qualify other provisions in this Agreement
to the extent that it would be readily   apparent   to an   informed   reader from a
reading of such   section of the   Disclosure   Annex that it is also   relevant   to
other provisions of this Agreement.

              "Exchange   Act"   means the   Securities   Exchange   Act of 1934,   as
amended.

              "Holder" means the Person   holding the relevant   Securities at the
relevant time.

              "Issued Share   Certificates"   means one or more stock certificates
issued by the Company in the name of the Lender representing,   in the aggregate,
the Issued Shares and the Additional Issued Shares if required.

               "Issued   Shares" " means $137,500   worth of Common Stock,   half of
which shall be restricted and half of which shall be   free-trading or subject to
piggy-back registration rights.

              "Last Audited Date" means December 31, 2005.

               "Lender   Control Person" means each director,   executive   officer,
promoter,   and such   other   Persons   as may be deemed in   control   of the Lender
pursuant to Rule 405 under the 1933 Act or Section 20 of the 1934 Act.

              "Liens"   means a lien,   charge,   security   interest,   encumbrance,
right of first refusal, preemptive right or other restriction.

              "Material Adverse Effect" means an event or combination of events,
which   individually   or in the   aggregate,   would   reasonably be expected to (w)
adversely affect the legality,   validity or   enforceability of the Securities or
any of the   Transaction   Agreements,   (x) have or result in a   material   adverse
effect on the results of operations,   assets, prospects, or condition (financial
or   otherwise)   of the   Company   and its   subsidiaries,   taken as a   whole,   (y)
adversely   impair the   Company's   ability to perform fully on a timely basis its
obligations   under   any   of   the   Transaction   Agreements   or   the   transactions
contemplated   thereby,   or (z) materially and adversely   affect the value of the
rights granted to the Lender in the Transaction Agreements.

              "Person"   means any living person or any entity,   such as, but not
necessarily limited to, a corporation, partnership or trust.

              "Principal   Trading   Market"   means the Over the Counter   Bulletin
Board or such other   market on which the Common Stock is   principally   traded at
the relevant time, but shall not include the "pink sheets."

               "Registrable   Securities"   means   all of the   following:   (i)   the
Issued Shares, (ii) the Warrant Shares and (iii) the Additional Issued Shares in
the event such shares are   issued,   except to the extent such shares can then be
sold by the Holder without volume or other restrictions or limits.
<PAGE>


              "Registration Rights Provisions" means the piggy-back registration
rights contemplated by the terms of this Agreement,   if any, including,   but not
necessarily   limited   to,   Section   4(g)   hereof,   and of the other   Transaction
Agreements.

              "Registration Statement" means an effective registration statement
covering the Registrable Securities.

              "Securities" means the Note and the Shares.

              "Shares" means the shares of Common Stock   representing any or all
of the Issued Shares,   the Additional Issued Shares in the event such shares are
issued, the Warrant Shares and, where relevant, the Pledged Shares.

              "State of Incorporation" means California.

              "Subsidiary"   means any   subsidiary of the Company as set forth on
the Disclosure Annex.

              "Subsidiary   Guarantee" means the Subsidiary Guarantee dated as of
September 1, 2006 between each Subsidiary and the Lender.

               "Trading   Day" means any day during   which the   Principal   Trading
Market shall be open for business.

              "Transaction   Fees" means legal and due diligence fees incurred by
the Lender.

              "Transfer   Agent" means,   at any time,   the transfer agent for the
Company's Common Stock.

              "Transaction   Agreements"   means this Bridge Loan   Agreement,   the
Note,   the Subsidiary   Guarantee,   the Pledge   Agreements,   the Mortgage and the
Warrant and includes all ancillary documents referred to in those agreements.

              "VWAP" means,   for any date, the price   determined by the first of
the following   clauses that   applies:   (a) if the Common Stock is then listed or
quoted on a Trading   Market,   the daily   volume   weighted   average   price of the
Common   Stock   for such   date (or the   nearest   preceding   date) on the   primary
Trading Market on which the Common Stock is then listed or quoted as reported by
Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. EST to 4:02 p.m.
Eastern Time) using the VAP function; (b) if the Common Stock is not then listed
or quoted on the   Trading   Market and if prices   for the   Common   Stock are then
reported in the "Pink   Sheets"   published by the Pink Sheets,   LLC (or a similar
organization   or agency   succeeding to its functions of reporting   prices),   the
most recent bid price per share of the Common Stock so   reported;   or (c) in all
other cases, the fair market value of a share of Common Stock as determined by a
nationally   recognized-independent   appraiser   selected in good faith by Holders
holding a majority of the principal amount of Notes then outstanding.
<PAGE>


              "Warrant   Shares"   means   shares of Common   Stock   underlying   the
Warrant.

              c.      FORM OF PAYMENT; DELIVERY OF CERTIFICATES.

              (i)     The   Lender   shall   pay   the   Loan   Amount   by    delivering
immediately   available good funds in United States Dollars to the Company on the
Closing Date.

              (ii)    No later than one (1) business   day from the Closing   Date,
the Company shall deliver the Certificates,   each duly executed on behalf of the
Company to the Lender.

              (iii)   By   signing   this   Agreement,   each of the   Lender   and the
Company agrees to all of the terms and conditions of the Transaction   Documents,
all of the provisions of which are   incorporated   herein by this reference as if
set forth in full.

              d.      METHOD OF PAYMENT. Payment of the Loan Amount shall be made
by wire transfer of funds to:

                     LAW OFFICE OF ISAAC M. ZUCKER, PLLC
                     ATTORNEY TRUST ACCOUNT
                     BANK: CITIBANK, N.A.
                     ADDRESS: 600 OLD COUNTRY ROAD
                     GARDEN CITY, NY 11530
                      ABA ROUTING NO.: 021001486
                     ACCOUNT NO.: 065641284

       The Company shall issue disbursement   instructions to effectuate transfer
of funds from the above-referenced account.

              2.      LENDER    REPRESENTATIONS,    WARRANTIES,    ETC.;   ACCESS   TO
INFORMATION; INDEPENDENT INVESTIGATION.

              The Lender   represents   and warrants to, and   covenants and agrees
with, the Company as follows:

              a.      Without   limiting   Lender's   right to sell   the   Securities
pursuant to an effective   registration statement or otherwise in compliance with
the 1933 Act, the Lender is purchasing   the   Securities   for its own account for
investment   only and not with a view   towards   the public   sale or   distribution
thereof and not with a view to or for sale in connection   with any   distribution
thereof.

              b.      The Lender is (i) an "accredited   investor" as that term is
defined in Rule 501 of the General Rules and   Regulations   under the 1933 Act by
reason of Rule   501(a)(3),   (ii)   experienced in making   investments of the kind
described in this Agreement and the related documents,   (iii) able, by reason of
the   business   and   financial   experience   of its   officers   (if an entity)   and
professional   advisors (who are not affiliated with or compensated in any way by
the   Company or any of its   Affiliates   or selling   agents),   to protect its own
interests in connection with the transactions

<PAGE>


described   in this   Agreement,   and the related   documents,   and to evaluate the
merits and risks of an investment in the Securities, and (iv) able to afford the
entire loss of its investment in the Securities.

              c.      All   subsequent   offers and sales of the   Securities by the
Lender shall be made pursuant to registration of the relevant   Securities   under
the 1933 Act or pursuant to an exemption from registration.

              d.      The   Lender   understands   that   the   Securities   are   being
offered and sold to it in reliance on specific   exemptions from the registration
requirements   of the 1933 Act and state   securities laws and that the Company is
relying upon the truth and accuracy of, and the Lender's   compliance   with,   the
representations,   warranties, agreements,   acknowledgments and understandings of
the Lender   set forth   herein in order to   determine   the   availability   of such
exemptions and the eligibility of the Lender to acquire the Securities.

              e.      The Lender and its advisors,   if any,   have been   furnished
with or have   been   given   access to all   materials   relating   to the   business,
finances and   operations of the Company and materials   relating to the offer and
sale of the Securities which have been requested by the Lender,   including those
set forth on in any annex attached hereto. The Lender and its advisors,   if any,
have been   afforded   the   opportunity   to ask   questions   of the Company and its
management   and have   received   complete   and   satisfactory   answers to any such
inquiries. Without limiting the generality of the foregoing, the Lender has also
had the   opportunity   to obtain   and to review   the   Company's   filings on EDGAR
listed on ANNEX IV hereto (the documents   listed on such Annex IV, to the extent
available   on EDGAR or   otherwise   provided to the Lender as   indicated   on said
Annex IV, collectively, the "Company's SEC Documents").

              f.      The   Lender    understands    that   its    investment   in   the
Securities involves a high degree of risk.

              g.      The Lender hereby   represents   that, in connection with its
purchase of the Securities, it has not relied on any statement or representation
by the Company or any of its   officers,   directors and employees or any of their
respective attorneys or agents, except as specifically set forth herein.

              h.      The Lender   understands   that no United   States   federal or
state agency or any other   government   or   governmental   agency has passed on or
made any recommendation or endorsement of the Securities.

               i.      This   Agreement   and the other   Transaction   Agreements   to
which the Lender is a party, and the   transactions   contemplated   thereby,   have
been duly and validly authorized, executed and delivered on behalf of the Lender
and are valid and binding   agreements   of the Lender   enforceable   in accordance
with their respective terms,   subject as to enforceability to general principles
of equity and to   bankruptcy,   insolvency,   moratorium   and other   similar   laws
affecting the enforcement of creditors' rights generally.
<PAGE>


              3.      COMPANY   REPRESENTATIONS,   ETC. The Company   represents and
warrants to the Lender as of the date   hereof and as of the   Closing   Date that,
except as otherwise   provided in the   Disclosure   Annex or in the   Company's SEC
Documents:

              a.      RIGHTS OF OTHERS AFFECTING THE   TRANSACTIONS.   There are no
preemptive   rights of any   shareholder   of the Company,   as such, to acquire the
Note, the Issued Shares or the Additional Issued Shares in the event such shares
are issued.   No party other than a Lender has a currently   exercisable   right of
first   refusal   which   would   be   applicable   to any or all of the   transactions
contemplated by the Transaction Agreements.

              b.      STATUS.   The   Company   is   a   corporation   duly   organized,
validly   existing   and   in   good   standing   under   the   laws   of   the   State   of
Incorporation and has the requisite corporate power to own its properties and to
carry on its business as now being conducted. The Company is duly qualified as a
foreign   corporation to do business and is in good standing in each jurisdiction
where the nature of the business   conducted   or property   owned by it makes such
qualification necessary,   other than those jurisdictions in which the failure to
so qualify would not have or result in a Material   Adverse   Effect.   The Company
has registered its stock and is obligated to file reports pursuant to Section 12
or Section   15(d) of the   Securities   and Exchange Act of 1934,   as amended (the
"1934 Act"). The Common Stock is, or immediately following the Closing Date will
be, quoted on the Principal Trading Market.   The Company has received no notice,
either oral or written,   with respect to the continued eligibility of the Common
Stock for such quotation on the Principal   Trading   Market,   and the Company has
maintained all requirements on its part for the continuation of such quotation.

              c.      AUTHORIZED SHARES.

       (i)     The    authorized    capital   stock   of   the   Company    consists   of
250,000,000   shares of Common   Stock,   $0.01 par value,   63,510,467 of which are
outstanding as of the date hereof.

       (ii)    All issued and   outstanding   shares of Common Stock have been duly
authorized and validly issued and are fully paid and non-assessable. The Company
has   sufficient   authorized   and   unissued   shares   of   Common   Stock   as may be
necessary to affect the issuance of the Shares on the Closing Date.

       (iii)   As of the Closing Date, the Shares shall have been duly authorized
by all necessary   corporate action on the part of the Company,   and, when issued
on the Closing Date or pursuant to other relevant   provisions of the Transaction
Agreements, in each case in accordance with their respective terms, will be duly
and   validly   issued,   fully paid and   non-assessable   and will not   subject the
Holder thereof to personal liability by reason of being such Holder.

              d.      TRANSACTION   AGREEMENTS AND STOCK.   This Agreement and each
of the other Transaction Agreements,   and the transactions contemplated thereby,
have been duly and validly   authorized by the Company,   this   Agreement has been
duly executed and   delivered by the Company and this   Agreement is, and the Note
and each of the other Transaction Agreements, when executed and delivered by the
Company,   will be, valid and binding   agreements of the Company   enforceable   in
accordance with their respective terms,   subject as to enforceability to general
principles of equity and

<PAGE>


to   bankruptcy,   insolvency,   moratorium,   and other similar laws   affecting the
enforcement of creditors' rights generally.

              e.      NON-CONTRAVENTION.   The   execution   and   delivery   of   this
Agreement   and each of the other   Transaction   Agreements   by the   Company,   the
issuance of the   Securities,   and the   consummation   by the Company of the other
transactions   contemplated   by this   Agreement,   each of the Notes and the other
Transaction   Agreements   do not and will not conflict with or result in a breach
by the Company of any of the terms or   provisions   of, or   constitute   a default
under (i) the certificate of   incorporation   or by-laws of the Company,   each as
currently   in effect,   (ii) any   indenture,   mortgage,   deed of trust,   or other
material   agreement or instrument to which the Company is a party or by which it
or any of its   properties or assets are bound,   including any listing   agreement
for the Common Stock except as herein set forth, or (iii) to its knowledge,   any
existing applicable law, rule, or regulation or any applicable decree, judgment,
or   order   of any   court,   United   States   federal   or   state   regulatory   body,
administrative   agency, or other governmental body having   jurisdiction over the
Company or any of its   properties   or assets,   except such   conflict,   breach or
default which would not have or result in a Material Adverse Effect.

              f.      APPROVALS.   No   authorization,   approval   or consent of any
court, governmental body, regulatory agency,   self-regulatory   organization,   or
stock   exchange or market or the   shareholders   of the Company is required to be
obtained by the   Company   for the   issuance   and sale of the   Securities   to the
Lender as contemplated by this Agreement, except such authorizations,   approvals
and consents that have been obtained.

              g.      FILINGS. None of the Company's SEC Documents contained,   at
the time they were filed,   any untrue statement of a material fact or omitted to
state any material fact   required to be stated   therein or necessary to make the
statements   made   therein in light of the   circumstances   under   which they were
made, not misleading.   Since December 31, 2005, the Company has timely filed all
requisite forms,   reports and exhibits thereto,   if any, required to be filed by
the Company with the SEC.

              h.      ABSENCE OF CERTAIN   CHANGES.   Since the Last Audited   Date,
there has been no material adverse change and no Material Adverse Effect, except
as disclosed in the Company's SEC Documents. Since the Last Audited Date, except
as provided in the Company's SEC Documents,   the Company has not (i) incurred or
become   subject to any   material   liabilities   (absolute or   contingent)   except
liabilities   incurred in the ordinary   course of business   consistent   with past
practices; (ii) discharged or satisfied any material lien or encumbrance or paid
any material   obligation   or   liability   (absolute   or   contingent),   other than
current liabilities paid in the ordinary course of business consistent with past
practices;   (iii) declared or made any payment or   distribution of cash or other
property to   shareholders   with   respect to its capital   stock,   or purchased or
redeemed,   or made any   agreements   to   purchase   or   redeem,   any shares of its
capital stock; (iv) sold,   assigned or transferred any other tangible assets, or
canceled   any debts   owed to the   Company   by any   third   party or claims of the
Company   against   any third   party,   except in the   ordinary   course of business
consistent with past practices; (v) waived any rights of material value, whether
or not in the ordinary course of business,   or suffered the loss of any material
amount of existing business;   (vi) made any increases in employee   compensation,
except in the ordinary course of business   consistent   with past   practices;   or
(vii)

<PAGE>


experienced   any material   problems with labor or management in connection   with
the terms and conditions of their employment.

              i.      FULL   DISCLOSURE.   To the best of the Company's   knowledge,
there is no fact known to the Company   (other than general   economic   conditions
known to the public   generally or as disclosed in the Company's   SEC   Documents)
that has not been   disclosed in writing to the Lender that would   reasonably   be
expected to have or result in a Material Adverse Effect.

              j.      ABSENCE   OF    LITIGATION.    There   is   no    action,    suit,
proceeding,   inquiry or   investigation   before or by any court,   public board or
body   pending   or,   to the   knowledge   of the   Company,   threatened   against   or
affecting the Company before or by any governmental authority or nongovernmental
department,   commission,   board, bureau,   agency or instrumentality or any other
person, wherein an unfavorable decision, ruling or finding would have a Material
Adverse Effect or which would   adversely   affect the validity or   enforceability
of, or the authority or ability of the Company to perform its obligations under,
any of the Transaction   Agreements.   The Company is not aware of any valid basis
for any such claim that (either   individually or in the aggregate with all other
such events and   circumstances)   could reasonably be expected to have a Material
Adverse   Effect.   There are no   outstanding or   unsatisfied   judgments,   orders,
decrees,   writs,   injunctions or stipulations to which the Company is a party or
by which it or any of its   properties   is bound,   that   involve the   transaction
contemplated   herein or that,   alone or in the   aggregate,   could   reasonably be
expect to have a Material Adverse Effect.

              k.      ABSENCE   OF   EVENTS   OF   DEFAULT.   Except   as set   forth in
Section   3(e)   and   3(g)   hereof,   (i)   neither   the   Company   nor   any   of   its
subsidiaries   is in default in the   performance   or   observance   of any material
obligation,    agreement,    covenant   or   condition   contained   in   any   material
indenture,   mortgage, deed of trust or other material agreement to which it is a
party or by which its   property   is bound,   and (ii) no Event of Default (or its
equivalent term), as defined in the respective agreement to which the Company or
its subsidiary is a party, and no event which,   with the giving of notice or the
passage of time or both,   would   become an Event of Default   (or its   equivalent
term) (as so defined in such agreement),   has occurred and is continuing,   which
would have a Material Adverse Effect.

              l.      ABSENCE   OF   CERTAIN   COMPANY   CONTROL   PERSON   ACTIONS   OR
EVENTS.   To the Company's   knowledge,   none of the following has occurred during
the past five (5) years with respect to a Company Control Person:

       (1)     A   petition   under   the   federal   bankruptcy   laws   or   any   state
       insolvency   law was filed by or against,   or a receiver,   fiscal agent or
       similar   officer was appointed by a court for the business or property of
       such Company Control Person, or any partnership in which he was a general
       partner at or within two years   before   the time of such   filing,   or any
       corporation or business   association of which he was an executive officer
       at or within two years before the time of such filing;

       (2)     Such Company Control Person was convicted in a criminal proceeding
       or is a named subject of a pending criminal proceeding (excluding traffic
       violations and other minor offenses);
<PAGE>


       (3)     Such Company Control Person was the subject of any order, judgment
       or decree, not subsequently reversed,   suspended or vacated, of any court
       of competent jurisdiction, permanently or temporarily enjoining him from,
       or otherwise limiting, the following activities:

              (i)     acting, as an investment   advisor,   underwriter,   broker or
              dealer in   securities,   or as an   affiliated   person,   director or
              employee   of   any   investment   company,   bank,   savings   and   loan
              association   or   insurance    company,    as   a   futures   commission
              merchant, introducing broker, commodity trading advisor, commodity
              pool   operator,   floor broker,   any other Person   regulated by the
              Commodity   Futures Trading   Commission   ("CFTC") or engaging in or
              continuing   any   conduct   or   practice   in   connection   with   such
              activity;

              (ii)    engaging in any type of business practice; or

              (iii)   engaging in any activity in connection with the purchase or
              sale of any   security   or   commodity   or in   connection   with   any
              violation   of   federal   or   state    securities    laws   or   federal
              commodities laws;

       (4)     Such Company Control Person was the subject of any order, judgment
       or decree,   not   subsequently   reversed,   suspended   or   vacated,   of any
       federal or state authority barring,   suspending or otherwise limiting for
       more than 60 days the right of such Company   Control   Person to engage in
       any activity described in paragraph (3) of this item, or to be associated
       with Persons engaged in any such activity; or

       (5)     Such   Company   Control   Person   was found by a court of   competent
       jurisdiction in a civil action or by the CFTC or SEC to have violated any
       federal or state securities law, and the judgment in such civil action or
       finding by the CFTC or SEC has not been subsequently reversed, suspended,
       or vacated.

       m.      NO UNDISCLOSED LIABILITIES OR EVENTS. To the best of the Company's
knowledge,   the   Company   has no   liabilities   or   obligations   other than those
disclosed in the Transaction   Agreements or the Company's SEC Documents or those
incurred in the ordinary course of the Company's business since the Last Audited
Date,   or which   individually   or in the   aggregate,   do not or would not have a
Material Adverse Effect.   No event or circumstances   has occurred or exists with
respect   to the   Company   or its   properties,   business,   operations,   condition
(financial or otherwise), or results of operations, which, under applicable law,
rule or regulation, requires public disclosure or announcement prior to the date
hereof by the Company but which has not been so publicly announced or disclosed.
There are no proposals currently under consideration or currently anticipated to
be under   consideration   by the Board of Directors or the executive   officers of
the Company   which   proposal   would (x) change the   articles or   certificate   of
incorporation   or other   charter   document   or by-laws of the   Company,   each as
currently in effect,   with or without shareholder   approval,   which change would
reduce or otherwise   adversely   affect the rights and powers of the shareholders
of the Common Stock or (y)   materially   or   substantially   change the   business,
assets or capital of the Company, including its interests in subsidiaries.
<PAGE>


       n.      NO   INTEGRATED   OFFERING.   Neither   the   Company   nor   any   of its
Affiliates   nor any   Person   acting   on its or their   behalf   has,   directly   or
indirectly,   at any time since September 1, 2005, made any offer or sales of any
security or solicited any offers to buy any security   under   circumstances   that
would   eliminate the   availability   of the   exemption   from   registration   under
Regulation   D in   connection   with   the   offer   and   sale of the   Securities   as
contemplated hereby.

       o.      DILUTION.   The Issued Shares and the   Additional   Issued Shares in
the event such   shares are   issued may have a dilutive   effect on the   ownership
interests   of the other   shareholders   (and   Persons   having the right to become
shareholders)   of the Company.   The Company's   executive   officers and directors
have studied and fully understand the nature of the Securities being sold hereby
and   recognize   that they have such a potential   dilutive   effect.   The board of
directors of the Company has   concluded,   in its good faith   business   judgment,
that such issuance is in the best interests of the Company.

       p.      RESERVED.

       q.      FEES TO   BROKERS,   FINDERS   AND   OTHERS.   The Company has taken no
action   which   would   give   rise   to any   claim   by   any   Person   for   brokerage
commission,   finder's   fees or   similar   payments   by   Lender   relating   to this
Agreement   or   the   transactions   contemplated   hereby.   Lender   shall   have   no
obligation with respect to such fees or with respect to any claims made by or on
behalf of other Persons for fees of a type   contemplated   in this paragraph that
may be due in connection with the transactions   contemplated hereby. The Company
shall   indemnify   and hold   harmless each of Lender,   its   employees,   officers,
directors,   agents,   and partners,   and their   respective   Affiliates,   from and
against all claims,   losses,   damages, costs (including the costs of preparation
and   attorney's   fees) and   expenses   suffered in respect of any such claimed or
existing fees, as and when incurred.

       r.      CONFIRMATION.   The Company   confirms   that all   statements   of the
Company   contained   herein shall   survive   acceptance   of this   Agreement by the
Lender.   The Company   agrees that,   if any events occur or   circumstances   exist
prior to the Closing Date or the release of the Loan Amount to the Company which
would make any of the Company's representations, warranties, agreements or other
information set forth herein   materially   untrue or materially   inaccurate as of
such date, the Company shall immediately   notify the Lender (directly or through
its   counsel,   if any) in writing   prior to such date of such   fact,   specifying
which representation, warranty or covenant is affected and the reasons therefor.

       s.      AUTHORIZATION;    ENFORCEMENT.    The   Company   has   the    requisite
corporate   power and authority to enter into and to consummate the   transactions
contemplated   by each of the   Transaction   Agreements and otherwise to carry out
its   obligations   thereunder.    The   execution   and   delivery   of   each   of   the
Transaction   Agreements   by   the   Company   and   the   consummation   by it of   the
transactions   contemplated   thereby have been duly   authorized   by all necessary
action on the part of the   Company   and no   further   action is   required   by the
Company in   connection   therewith   other than in   connection   with the   Required
Approvals. Each Transaction Agreement has been (or upon delivery will have been)
duly   executed by the Company and, when   delivered in accordance   with the terms
hereof,   will   constitute   the   valid   and   binding   obligation   of the   Company
enforceable against the Company in

<PAGE>


accordance   with its terms   except   (i) as   limited   by   applicable   bankruptcy,
insolvency,   reorganization,   moratorium   and other laws of general   application
affecting enforcement of creditors' rights generally and (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable remedies.

       t.      SEC   REPORTS;   FINANCIAL   STATEMENTS.   Other   than   as   previously
disclosed to the Lender,   the Company has filed all reports required to be filed
by it under the   Securities   Act and the   Exchange   Act,   including   pursuant to
Section 13(a) or 15(d) thereof,   for the two years preceding the date hereof (or
such shorter   period as the Company was   required by law to file such   material)
(the foregoing   materials,   including the exhibits thereto,   being   collectively
referred to herein as the "SEC   REPORTS")   on a timely   basis or has   received a
valid   extension of such time of filing and has filed any such SEC Reports prior
to the expiration of any such extension.   As of their respective   dates, the SEC
Reports   complied   in   all   material   respects   with   the   requirements   of   the
Securities   Act   and the   Exchange   Act and the   rules   and   regulations   of the
Commission   promulgated   thereunder,   and none of the SEC   Reports,   when filed,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated   therein or necessary in order to make the statements
therein,   in   light   of the   circumstances   under   which   they   were   made,   not
misleading.   The   financial   statements   of the Company   comply in all   material
respects with applicable   accounting   requirements and the rules and regulations
of the Commission with respect thereto as in effect at the time of filing.   Such
financial   statements   have been   prepared   in   accordance   with   United   States
generally   accepted   accounting   principles applied on a consistent basis during
the periods   involved   ("GAAP"),   except as may be   otherwise   specified in such
financial   statements or the notes thereto and except that   unaudited   financial
statements may not contain all footnotes required by GAAP, and fairly present in
all material respects the financial position of the Company and its consolidated
sub