Exhibit 10.17

              THE NEW YORK CITY FIRE DEPARTMENT AND SONOMA COLLEGE


This agreement ("Agreement") by and between the New York City Fire Department
(hereinafter referred to as FDNY) and Sonoma College (hereinafter referred to as
SC), each a "Party" and collectively, the "Parties", fully executed as of the
last date noted below, establishes the basic business operational and financial
principles upon which SC will operate to help FDNY deploy Homeland Educational
Programs to its membership.

PROGRAM

The Associates of Applied Science Degree in Homeland Response and Emergency
Management (HREM)

DELIVERABLES

SC shall supply to FDNY, in such a form and at such times as mutually agreed by
the Parties:

        1.  All curricula for the core competency courses to be taught in the
            classes.

        2.  Student handbooks and course syllabus for the HREM Program.

        3.  HREM Program application forms, marketing material and such other
            information as SC, at its sole discretion deems necessary.

SC RESPONSIBILITIES

        1.  SC shall offer potential students the ability to enroll in the
            Associate of Applied Science degree in Homeland Response and
            Emergency Management (HREM) and attend class at SC's online campus.

        2.  SC shall have the primary responsibility for the administrative and
            academic oversight of every aspect of the HREM Program. SC shall
            perform enrollment and registration, financial aid administration,
            record keeping, and grade reporting for all students enrolled
            through FDNY.

        3.  SC shall provide FDNY with such Sonoma content and support as SC
            reasonably deems necessary for FDNY and its employees to provide
            potential students with information about the HREM Program and
            application process.

        4.  SC shall be responsible for storing all student, faculty, and
            administrative records at SC's main campus.

        5.  SC shall supply FDNY with sources for all textbooks that are
            required as part of the HREM Program.

        6.  SC shall provide online delivery of all courses included in the HREM
            Program through the SC Platform to students enrolled in the HREM
            Program.

        7.  SC will hire qualified instructors to teach all of the online
            courses offered in the HREM Program.

        8.  As between SC and FDNY, the HREM Program and any developments or
            changes made at any time to the HREM Program shall at all times be
            and remain the sole and exclusive property of SC.

FDNY RESPONSIBILITIES

        1.  FDNY shall promote the HREM Program to current employees and to its
            retired employees.

        2.  FDNY will offer input specific to the Associate of Applied Science
            degree in Homeland Response and Emergency Management (HREM)
            curriculum.

        3.  FDNY will offer input in the development of future HREM degree
            curriculum.




PROGRAM COMMENCEMENT DATE

The Parties agree to use reasonable efforts to begin the first FDNY/SC HREM
classes at a mutually agreed upon date as soon as practical after the effective
date.


TERM

The term of this Agreement shall be for a period of two (2) years from the
Effective Date. Upon expiration of the initial term, this Agreement shall renew
for successive two (2) year terms unless either Party shall give the other
notice of its desire not to so renew the term no less than ninety (90) days
prior to the expiration of the then-current two (2) year term.

MARKETING

Press Release. The Parties will jointly develop a press release announcing this
Agreement and the activities contemplated hereunder which shall be issued at a
time mutually determined by the Parties. Prior to issuance of this initial press
release, neither party shall issue any press release on its own or make any
public statement, written, oral, or otherwise, regarding this Agreement and the
activities contemplated hereunder, without the other Party's prior written
approval.

Marketing. Following issuance of the initial press release, each Party has the
right to indicate publicly that it has entered into an Agreement and may promote
the other Party on its respective Web site and in marketing materials, provided
that each party will submit such materials to the other party for prior
approval, which shall not be unreasonably withheld or delayed. The parties may
also jointly engage in public relations, trade shows, trade association and
other marketing activities in support of the launch and ongoing promotion of the
Agreement as the Parties mutually determine.


Sonoma College, Inc.                     New York City Fire Department


By: ______________________________       By: ____________________________

Name:                                    Name:

Title:                                   Title:

Date:                                    Date: