BRIDGE LOAN AGREEMENT

EX-10.33

BRIDGE LOAN AGREEMENT


THIS BRIDGE LOAN AGREEMENT, dated as of September 1, 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 CAMOFI MASTER LDC (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).
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"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.
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"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.
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"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

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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)

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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);
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(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. Except for payment of the
fees to Clark Dodge & Company, Inc., payment of which is the sole responsibility
of the Company, 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

<PAGE>


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 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