MEMORANDUM OF AGREEMENT

THIS AGREEMENT is made the 1st day of July 1996, by and between California 
Culinary Academy (hereinafter referred to as "Institution") and Noel-Levitz 
Centers, Inc., d/b/a USA Group/Noel-Levitz (hereinafter referred to as 
"Noel-Levitz").

FOR CONSIDERATION of the mutual promises and covenants contained in this 
document, the Institution and Noel-Levitz agree as follows:

I. PROJECT SCOPE

   A. Noel-Levitz agrees:

      1. To provide 12 months of Ongoing Enrollment Consulting. 
         This will include specific, on-site, monthly assistance, and 
         constant monitoring, in building a prospecting, marketing, 
         recruiting, and communication systems. Specifically, this will 
         include:

         a. Assistance in developing and implementing the master enrollment 
            plan;

         b. Assistance in designing and implementing a comprehensive 
            written/personal communication system;

         c. Creating a detailed plan for generating inquiries from among 
            those students that fit your Institutional priorities;

         d. Developing an integrated system for qualifying, grading and 
            managing the prospect pool;

         e. Creating a management reporting structure to track and evaluate 
            results;

         f. Monitoring all results and systems in order to make 
            recommendations about mid-course corrections; and

         g. Outlining 30 and 90 day successive action plans and progress 
            benchmarks.

      2. To provide the Effective Admissions Counselor Training Program, a 
         two-day on-campus training program for admissions recruiters.

      3. License EMASPLUS (the "System") to the Institution pursuant to the 
         terms of the EMASPLUS License Agreement attached hereto as Exhibit 
         A (the "License Agreement"). The License Agreement will allow the 
         Institution to concurrently use the System on a maximum of 10 
         computer work stations.

      4. Provide the following services (the "Services") in connection
         with implementation of the System:

         a. One day on-campus visit to identify and address software 
            administration, integration and data exchange needs;

         b. Provide documentation and telephone consultation to assist the 
            Institution in its preparation of data exchange and the requirements
            necessary to interface with the Institution's current systems (the 
            Institution will be responsible for

<PAGE>


            making any necessary changes to allow the System to interface 
            correctly with the Institution's current systems);

         c. Ordering the Microsoft FoxPro-TM- software and Symantec THE NORTON 
            pcANYWHERE-TM- software on behalf of the Institution and 
            coordinating the shipment of such software directly to the 
            Institution;

         d. Telephone consultation to confirm that the Institution has 
            appropriately completed the System preparation activities;

         e. Two-day on-campus installation and training session for the 
            Institution's key personnel responsible for operating the 
            System, including providing assistance to the Institution's network 
            administrator in installing the System on the Institution's 
            computer system network (the Institution will be responsible for 
            any necessary changes to the Institution's computer system network);

         f. Three-day on-campus training session for all professional and 
            support staff who will be using the System; and

         g. Two-day on-campus telecounseling training session for up to 20 of 
            the Institution's student telecounselors and key personnel 
            responsible for the operation of the telecounseling component of 
            the System.

      5. Provide two years of technical support services and maintenance (the 
         "Technical Support and Maintenance") on the System pursuant to the 
         terms of the EMASPLUS Technical Support and Maintenance Agreement 
         attached hereto as Exhibit B (the "Technical Support and Maintenance 
         Agreement"). Additional years of Technical Support and Maintenance 
         will be provided to the Institution at the annual fee set forth in 
         the Technical Support and Maintenance Agreement.

      6. To assist the Institution using ForecastPLUS-TM- to identify those 
         students most and least likely to enroll for the 1997-98 academic year.
         We will build Institution specific models to predict probability of 
         enrollment at all stages of the enrollment funnel: prospectus to 
         inquiry, inquiry to applicant and acceptance to matriculant. 
         Specifically, this includes:

         a. Demographic analysis of the Institution's enrollment data;

         b. One day on-campus presentation of the models, including a written 
            report with recommendations for integrating the models into 
            Institutional marketing and recruiting strategies;

         c. An algorithm for Institutional implementation of the scoring 
            process for admitted to enrolled students; and

         d. External scoring of the institutional database with the probability
            rating; once for the prospect file, three times for the inquiry 
            file and once for the admitted file, annually.

      7. To advise the Institution using the Financial Aid Leverage Analysis 
         regarding the formulation and implementation of financial aid awarding
         and packaging strategies designed to support new student enrollment 
         and revenue goals over the next two years. This component includes:

         a. An annual historical comparison of financial aid packages offered 
            to enrolled and non enrolled students for up to five unique 
            populations for admitted students, as 


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<PAGE>

            defined by the institution, including a one day on-campus visit for
             data collection discussions;

         b. Up to three days of annual on-site assistance with institutional, 
            admission/financial aid goal-setting based upon analysis and 
            interpretation of the historical analysis;

         c. Annual assistance with formulating recommended awarding strategies 
            that support institutional enrollment goals;

         d. Annual assistance in implementing the Awarding Strategy;

         e. Annual assistance in managing and monitoring progress toward goals;

         f. Annual return (retention) analysis;

         g. Annual four year enrollment and net revenue projection modeling; and

         h. Annual assistance to implement the Early Estimator Program to 
            pre-qualify students whose decisions to apply and enroll at the 
            Institution and might be influenced adversely by the cost of 
            attendance. This includes:

            1.) An annual customizable early estimating form;

            2.) Four key implementation letters and promotional strategies;

            3.) Annual software to estimate eligibility and generate periodic 
                management reports; and

            4.) Staff training to ensure effective presentation and 
                implementation of the strategy.

         In the event that the Institution provides written notification to 
         Noel-Levitz by February 1, 1997 of its desire not to conduct the 
         Financial Aid Leverage Analysis, then Noel-Levitz will be released 
         from its obligation to perform the Financial Aid Leverage Analysis, 
         with the exception of one (single year) Annual Return Analysis for 
         which data currently exists.

   B. The Institution agrees:

      1. To identify the person(s) who will be the Institutional contact(s) for
         the project.

      2. To provide the historical data requisite for the Financial Aid Leverage
         Analysis and ForecastPLUS in a manner and in a form Noel-Levitz 
         specifies which permits the successful and timely completion of the 
         analyses.

      3. To provide personnel, equipment and facilities to utilize the programs
         and software provided by Noel-Levitz.

      4. To provide the computer hardware (including modem and dedicated analog
         telephone line) required to operate the System, and to ready this 
         hardware for installation of the System. System technical 
         specifications are attached hereto as Exhibit C.

      5. To have a computer systems network in place and operational prior to 
         installation of the System and to have the Institution's network 
         administrator available during installation of the System to make 
         necessary configuration changes.

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<PAGE>

      6. To provide conversion test data by a mutually agreed upon date. The
         Institution understands that if such data is not provided by such 
         date, a substantial delay in the installation of the System and the
         completion of the project is likely to occur.

      7. To provide an adequately equipped on-campus training facility to be 
         used by Noel-Levitz personnel during System training.

      8. To execute and conform to the provisions of the License Agreement.

      9. To execute and conform to the provisions of the Technical Support and
         Maintenance Agreement.

     10. That it is responsible for the actual implementation of all suggested
         actions. A representative of Noel-Levitz will work closely with the 
         administrative staff on the implementation of the enrollment program.

     11. That all financial aid goal setting, awarding, packaging, and net 
         revenue decisions which are made are Institutional decisions.

     12. To take full responsibility for the actual mailing, communication, 
         goal setting, awarding, packaging, and net revenue decisions and their
         outcomes.

     13. That Noel-Levitz shall not be responsible for reviewing or providing 
         any advice regarding the Institution's compliance with any Federal, 
         state or local statutes or regulations pertaining to financial aid 
         programs.

     14. It understands that Noel-Levitz will be working with other colleges and
         universities throughout the United States and Canada, providing 
         services similar to those described herein.

     15. That it understands that Noel-Levitz reserves the right to assign this 
         agreement in full to the USA Group or any of its affiliates or 
         subsidiaries.

   C. The term of this Agreement shall be for 24 months, beginning July 1, 1996,
      and ending June 30, 1998. Neither party shall have any right to terminate
      this agreement prior to the end of the term of this agreement. The payment
      schedule set forth in this agreement is solely for the fiscal convenience
      of the institution; therefore, in the event that the parties mutually 
      agree in writing to an earlier termination date, the institution shall
      pay Noel-Levitz for the value of the products delivered and services 
      rendered through such early termination date.

   D. The Institution has the option to continue Noel-Levitz services after 
      this agreement is completed. The price of any additional services will
      be negotiated at that time.

   E. Noel-Levitz warrants that if the System fails to substantially conform
      to the specifications in the System documentation and if the 
      non-conformity is reported in writing by the


                                       4
<PAGE>

      Institution to Noel-Levitz within 90 days from the later of the date 
      that the System license is purchased or the date the installation is 
      completed, then Noel-Levitz will, at its option, either remedy the 
      non-conformity or offer to refund the license fee to the Institution 
      upon return of all copies of the System software and System 
      documentation to Noel-Levitz. In the event of a refund the System 
      license shall terminate. The foregoing warranty shall apply provided 
      that: (a) the System is not modified, changed, or altered by anyone 
      other than Noel-Levitz, unless authorized by Noel-Levitz in writing; 
      (b) the Institution's computer equipment is in good operating order and 
      is installed in a compatible environment; (c) the non-conformity is not 
      caused by a third party or by the Institution, its agent, employees or 
      contractors; and (d) the data and/or database used with the System are 
      not modified, changed or altered by any means other than through the 
      normal operation of the System.

   F. Additional services (the "Additional Services") related to the Services 
      that are not set forth in this Agreement may be purchased from 
      Noel-Levitz from time to time by the placement of a written work order 
      (a "Work Order"). No obligation for services or costs shall be incurred 
      by either party unless and until a Work Order has been executed by both 
      parties. Each Work Order shall contain, among other provisions, a 
      description of the services to be performed, the delivery or 
      performance schedule and an estimate of the costs to be charged. The 
      Additional Services provided pursuant to any Work Order shall be 
      subject to the terms and conditions contained in this Agreement.

II. PAYMENT

   A. Payment for the services and software outlined in I,A of this Agreement
      will total $220,300, two hundred twenty thousand three hundred dollars,
      plus actual travel, lodging, and subsistence.

            -  July 15, 1996                              $83,650
            -  August 15, 1996                             $8,300
            -  September 1, 1996                           $8,300
            -  October 15, 1996                            $8,300
            -  November 15, 1996                           $8,300
            -  December 15, 1996                           $8,300
            -  January 15, 1997                            $8,300
            -  February 15, 1997                           $8,300
            -  March 15, 1997                              $8,300
            -  April 15, 1997                              $8,300
            -  May 15, 1997                                $8,300
            -  June 15, 1997                               $8,300
            -  July 15, 1997                              $40,000
            -  August 15, 1997                             $5,350

      The price per element is:
      Ongoing Enrollment Consulting                        $5,500/month
      Effective Admissions Counselor Training Program      $4,290


                                       5
<PAGE>

      EMASPLUS                                            $42,260
      EMASPLUS Annual Maintenance Year 1                   $5,350
      EMASPLUS Annual Maintenance Year 2                   $5,350
      ForecastPLUS                                        $37,050
      Financial Aid Leverage Analysis Year 1              $41,280
      Financial Aid Leverage Analysis Year 2              $18,720

      In the event that the Institution provides written notification to 
      Noel-Levitz of its desire not to conduct the Financial Aid Leverage
      Analysis as provided for in I(A)(7), then Noel-Levitz will be released
      from its obligation to perform the Financial Aid Leverage Analysis, 
      except for one (single year) Return Analysis. Payment for the services 
      and software will then total $184,300, one hundred eighty four thousand
      three hundred dollars, plus actual travel, lodging, subsistence.


            -  July 15, 1996                              $75,650
            -  August 15, 1996                            $10,300
            -  September 1, 1996                         $10,300
            -  October 15, 1996                            $8,300
            -  November 15, 1996                           $8,300
            -  December 15, 1996                           $8,300
            -  January 15, 1997                            $8,300
            -  February 15, 1997                           $8,300
            -  March 15, 1997                              $8,300
            -  April 15, 1997                              $8,300
            -  May 15, 1997                                $8,300
            -  June 15, 1997                               $6,300
            -  July 15, 1997                              $10,000
            -  August 15, 1997                             $5,350


      The price per element is:
      Ongoing Enrollment Consulting                        $5,500/month
      Effective Admissions Counselor Training Program      $4,290
      EMASPLUS                                            $42,260
      EMASPLUS Annual Maintenance Year 1                   $5,350
      EMASPLUS Annual Maintenance Year 2                   $5,350
      ForecastPLUS                                        $37,050
      Return Analysis                                     $24,000


   B. Payment of expenses will be invoiced monthly with appropriate receipts
      or invoices for travel, lodging, subsistence, and transportation, express
      mail charges, and the cost of presentation visuals.

   C. All fees will be payable in U.S. dollars and do not include any taxes. If
      Noel-Levitz is required to pay sales or other taxes based upon the license
      granted, the use of the Noel-Levitz product(s), or services rendered, the
      Institution will reimburse Noel-Levitz the

                                       6

<PAGE>

      amount of taxes paid by Noel-Levitz. If the Institution does not remit 
      payment to Noel-Levitz within 30 days after receipt of an invoice, the 
      Institution will pay Noel-Levitz a late charge of the lesser of 1.5% 
      per month or the maximum amount permitted by applicable state law for 
      unpaid amounts due Noel-Levitz. Collection costs incurred by Noel-Levitz, 
      including reasonable attorney fees, will be reimbursed by the 
      Institution.

   D. Invoices shall be sent to the following address:

            Ms. Sandra Weber
            Director of Alumni and Career Services
            and Enrollment Management
            California Culinary Academy
            625 Polk Street
            San Francisco, CA 94102

   E. Checks should be made payable to Noel-Levitz and mailed to:

            Noel-Levitz Centers, Inc.
            2101 ACT Circle
            Iowa City, IA 52245

III.  DISCLAIMER OF WARRANTIES; LIMITATION ON LIABILITY

      EXCEPT AS SPECIFICALLY PROVIDED HEREIN, NOEL-LEVITZ MAKES NO WARRANTY, 
      REPRESENTATION, PROMISE OR GUARANTEE, EITHER EXPRESS OR IMPLIED, WITH 
      RESPECT TO THE SOFTWARE OR SERVICES, INCLUDING, WITHOUT LIMITATION, THE
      WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

      NOEL-LEVITZ'S AGGREGATE LIABILITY, AND THE INSTITUTION'S SOLE AND 
      EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF 
      ACTION, ARISING FROM OR RELATING TO THIS AGREEMENT IS LIMITED TO THE 
      TOTAL OF ALL PAYMENTS MADE BY OR FOR THE INSTITUTION TO NOEL-LEVITZ FOR 
      THE SOFTWARE OR SERVICES INVOLVED IN ANY SUCH CLAIM. NOEL-LEVITZ SHALL 
      NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, 
      EXEMPLARY, INDIRECT OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, 
      DAMAGES OR COSTS RELATING TO ENROLLMENT SUCCESS, LOSS OF PROFITS OR 
      REVENUE, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR LOSS OF THE USE OF 
      ANY DATA) ARISING FROM THE SOFTWARE OR SERVICES PROVIDED BY NOEL-LEVITZ 
      HEREUNDER, EVEN IF NOEL-LEVITZ HAS BEEN ADVISED OF THE POSSIBILITY OF 
      SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF 
      INCIDENTAL OR CONSEQUENTIAL DAMAGES OR THE EXCLUSION OF IMPLIED 
      WARRANTIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO THE 
      INSTITUTION.


                                       7

<PAGE>

IV.   CONFIDENTIALITY

      During the course of performance of this Agreement, the Institution may 
      be given access to information that relates to Noel-Levitz's past, 
      present and future research, development, business activities, 
      products, services or technical knowledge. All of such information 
      shall be deemed to be "Confidential Information" unless otherwise 
      indicated by Noel-Levitz in writing at or after the time of disclosure. 
      The Confidential Information may be used by the Institution only in 
      connection with its internal business. Access to the Confidential 
      Information shall be restricted to those of Institution's personnel, 
      representatives and contractors on a need to know basis solely in 
      connection with Institution's internal business. The Institution 
      further agrees that it will (i) take all necessary steps to inform any 
      of its personnel, representatives or contractors to whom Confidential 
      Information may be disclosed of the Institution's obligations hereunder 
      and (ii) cause said personnel, representatives and contractors to agree 
      to be bound by the terms of this Agreement by executing a 
      confidentiality agreement containing the same restrictions contained 
      herein or some other method acceptable to Noel-Levitz. Institution 
      agrees to protect the confidentiality of the Confidential Information 
      in the same manner that it protects the confidentiality of its own 
      proprietary and confidential information of like kind. The Institution 
      agrees to notify Noel-Levitz of any unauthorized use or disclosure of 
      Confidential Information and to take all actions reasonably necessary 
      to prevent further unauthorized use or disclosure thereof. The terms of 
      this Section shall survive the expiration or termination of this 
      Agreement.

 V.   MISCELLANEOUS

      This Agreement constitutes the entire agreement between 
      Noel-Levitz and the Institution relating to the subject matter contained 
      herein. There are no understandings, representations or warranties, 
      express or implied, that are not specified herein. No change will be 
      made in any of the terms of this Agreement, nor any provision waived, 
      without the prior written consent of Noel-Levitz and the Institution. 
      Noel-Levitz will not have any liability for the failure to carry out its 
      obligations in the manner specified herein due to any circumstances 
      beyond its reasonable control. All notices and consents required or 
      permitted herein will be made in writing and will be mailed by certified 
      mail, return receipt requested, to the addresses specified herein or 
      such other addresses designated by Noel-Levitz or the Institution. If 
      any provision of this Agreement is declared invalid or unenforceable, 
      the remaining provisions will remain in force. This Agreement will be 
      construed in accordance with the laws of the State of Indiana, without 
      giving effect to conflict of law provisions. This Agreement will 
      constitute a license of application software and an agreement to provide 
      services and will not be construed as a contract for the sale of goods 
      subject to the provisions of the Uniform Commercial Code. Until accepted 
      by Noel-Levitz, this Agreement will be considered an offer by the 
      Institution.

                                       8

<PAGE>


      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
      executed and delivered by their duly authorized officers as of the date 
      written below.


                           California Culinary Academy
                            San Francisco, California


         Illegible                                   Sandra Weber
By: __________________________               By: ______________________________

            CFO                                     Dir., Enrollment Management
Title: _______________________               Title: ___________________________


                 7/18/96                                         7-18-96
        Date: ________________                           Date: ________________




                             Noel-Levitz Centers, Inc.
                                  Iowa City, Iowa


       
By: __________________________     
                                   
         
Title: _______________________     
                                   
                                   
               
        Date: ________________     










                                       9

<PAGE>

                                                                      EXHIBIT A

EMASPLUS LICENSE AGREEMENT
CALIFORNIA CULINARY ACADEMY


PLEASE READ CAREFULLY:  THIS LICENSE AGREEMENT (THE "AGREEMENT") IS MADE 
EFFECTIVE THIS 1ST DAY OF JULY, 1996 BETWEEN CALIFORNIA CULINARY ACADEMY, A 
CALIFORNIA CORPORATION (THE "INSTITUTION"), WITH OFFICES AT 625 POLK STREET, 
SAN FRANCISCO, CA 94102 AND NOEL-LEVITZ CENTERS, INC., D/B/A USA GROUP 
NOEL-LEVITZ, AN IOWA CORPORATION, HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 
2101 ACT CIRCLE, IOWA CITY, IA 52245 ("NOEL-LEVITZ"). IF THE INSTITUTION DOES 
NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE INSTITUTION 
SHOULD NOT SIGN THIS AGREEMENT AND THE INSTITUTION SHOULD RETURN ALL PROGRAM 
DISKETTES AND DOCUMENTATION IMMEDIATELY TO NOEL LEVITZ.

DEFINITIONS

"DOCUMENTATION" means the printed materials provided by Noel-Levitz with the 
Software.

"LICENSE" means the license purchased and granted pursuant to this Agreement.

"LICENSED NETWORK SERVER" means the Institution's computer network server on 
which the Software is licensed to be installed.

"SOFTWARE" collectively means the EMASPLUS software and any other software 
the Institution has received from Noel-Levitz with this License, except Third 
Party Software products.

"THIRD-PARTY SOFTWARE" means software products owned by third parties 
(including Microsoft FoxPro-TM- and Symantec THE NORTON pcANYWHERE-TM-) that 
are required to operate the Software.

LICENSE AND PROTECTION

 1.   LICENSE GRANT: Noel-Levitz grants to the Institution, subject to the 
      following terms and conditions, a non-exclusive, non-transferable right to
      use the Software and Documentation solely for the Institution's 
      internal business operations on as many as 10 computers or workstations 
      used concurrently with a single database on the Licensed Network Server. 
      The Software and Documentation are for internal use only and may not be 
      used or distributed outside of the Institution. Noel-Levitz reserves all 
      rights not expressly granted herein to the Institution. Payment for the 
      Software shall be made in accordance with the payment schedule 
      established in the Memorandum of Agreement between Noel-Levitz and the 
      Institution. Additional concurrent users may be licensed by the 
      Institution at Noel-Levitz's then current price in effect.

                                    Page 1

<PAGE>

 2.   THIRD-PARTY SOFTWARE: Certain Third Party Software products are 
      required to operate the Software. Although Noel-Levitz does not sell the 
      Third Party Software, it will coordinate on behalf of this Institution 
      the purchase of FoxPro and pcANYWHERE and the shipment of such products 
      directly to the Institution. The Institution is responsible for 
      registering the license for Third Party Software products in its own 
      name and for acquiring and maintaining current versions required to 
      operate the Software. Noel-Levitz will notify the Institution of changes 
      in versions of Third Party Software products required to run the 
      Software.

 3.   PROTECTION OF SOFTWARE: The Software source code represents and 
      embodies trade secrets of Noel-Levitz. Such source code and embodied 
      trade secrets are not licensed to the Institution and any modification, 
      addition, or deletion is strictly prohibited. The Institution agrees to 
      treat the Software and Documentation as confidential and to take all 
      reasonable steps to protect the Software and Documentation from 
      unauthorized copy or use. The Institution agrees not to disassemble, 
      decompile, or otherwise reverse engineer the Software in order to 
      discover the source code and/or the trade secrets contained in the 
      source code. The Institution agrees to take appropriate action by 
      instruction or agreement with its employees and independent contractors 
      who are permitted access to any of the materials related to this 
      Agreement to comply with the Institution's obligations hereunder. This 
      paragraph 3 shall survive the expiration or termination of this 
      Agreement.

 4.   COPIES AND ADAPTATIONS: The Institution may make or authorize the 
      making of copies or adaptations of the Software, provided that any 
      new copy or adaptation created is for archival purposes only, and the 
      Institution does not receive any payment, commercial benefit, or other 
      consideration for the reproduction. All proprietary rights and notices 
      must be faithfully reproduced and included on all copies and 
      adaptations. The Documentation may be duplicated for internal use only.

 5.   OWNERSHIP: Ownership of, and title to, the Software and 
      Documentation (including any adaptations, copies or derivative works) 
      shall be retained and held by Noel-Levitz.

 6.   RESTRICTIONS: Except as expressly authorized in this Agreement, 
      the Institution agrees not to sell, rent, lease, sub-license, 
      distribute, transfer, copy, reproduce, display, modify, time-share, or 
      act as a service bureau with respect to the Software or Documentation.

 7.   DATA INTEGRATION: Using the Software's standard import and export 
      files, the Institution can move data to and from the EMASPLUS database. 
      It is the responsibility of the Institution to format and prepare the 
      date properly to use the import and export files and achieve data 
      integration.

 8.   INSTITUTION'S SOFTWARE PROGRAMS: The development, maintenance and 
      accuracy of the Institution's custom software programs and modules that 
      interface with the Software

                                    Page 2
<PAGE>

      (for example, calling specific EMASPLUS modules) or modify the EMASPLUS 
      database are the sole and entire responsibility of the Institution.

 9.   TERM: This License is effective from the date the Institution 
      signs this Agreement and will remain in force until terminated. The 
      Institution may terminate this License at any time by destroying the 
      Documentation and the Software together with all copies and adaptations 
      thereof. This License shall automatically terminate if the Institution 
      breaches any of the material terms or conditions of this Agreement. The 
      Institution agrees to destroy the original and all adaptations or copies 
      of the Software and Documentation, or to return them to Noel-Levitz 
      promptly upon termination of this License.

10.   INDEMNIFICATION: Noel-Levitz does indemnify and shall hold 
      harmless the Institution against any claims by any third parties that 
      the Software or Documentation infringes any United States copyright, 
      patent or trademark. If the Software or Documentation becomes, or in 
      Noel-Levitz's reasonable opinion is likely to become, the subject of any 
      such claim which impairs the Institution's right to use the Software or 
      Documentation, Noel-Levitz shall, at its option and at no additional 
      cost to the Institution, (i) replace or modify the Software and/or 
      Documentation with functionally equivalent and conforming Software 
      and/or Documentation, (ii) obtain for the Institution the right to 
      continue using the Software and/or Documentation, or (iii) in exchange 
      for termination of this Agreement, refund the license fees paid by the 
      Institution pursuant to this Agreement prorated over a four-year period 
      from the date of delivery. Noel-Levitz's obligations hereunder are 
      subject to the following: (1) the Institution shall promptly notify 
      Noel-Levitz in writing of any such claim; (2) Noel-Levitz shall have 
      sole control of the defense or settlement of any such claim; and (3) the 
      Institution shall cooperate with Noel-Levitz, at Noel-Levitz's expense, 
      in a reasonable way to facilitate the settlement or defense of any such 
      claim. Noel-Levitz shall not be responsible for any cost, expense, or 
      compromise incurred or made by the Institution in connection with the 
      defense of any such claim without Noel-Levitz's prior written consent.

      Noel-Levitz's obligations under this section shall not apply to 
      claims of infringement based upon (i) use of other than the latest 
      unmodified release of the Software made available by Noel-Levitz to the 
      Institution if such infringement would have been avoided by the use of 
      such release of the Software, (ii) combination, operation or use of the 
      Software with any non-Noel-Levitz programs or data if such infringement 
      would not have occurred without such combination, operation or use, or 
      (iii) use of the Software after receiving written notice from Noel-Levitz 
      that the Software infringes a United States copyright, patent or 
      trademark of a third party. Noel-Levitz's obligations under this section 
      constitute the Institution's sole and exclusive remedy for a claim, suit 
      or proceeding for an intellectual property infringement.

                                    Page 3

<PAGE>

LIMITED WARRANTY AND LIMITED LIABILITY

11.   COMPATIBILITY: This software is only compatible with the computers 
      and operating systems set forth on the EMASPLUS technical specifications 
      sheet; the Software is not warranted for non-compatible systems.

12.   MAGNETIC MEDIA AND DOCUMENTATION: Noel-Levitz warrants that if the 
      magnetic media on which the Software is distributed or Documentation are 
      in a damaged or physically defective condition at the time that the 
      License is purchased, and if they are returned to Noel-Levitz within 90 
      days of purchase, Noel-Levitz will provide the Institution with 
      replacements at no charge. Any unauthorized modification or misuse of 
      the Software will void the foregoing warranty.

13.   SOFTWARE: Noel-Levitz warrants that if the Software fails to 
      substantially conform to the specifications in the Documentation and if 
      the non-conformity is reported in writing by the Institution to 
      Noel-Levitz within 90 days from the later of the date that the License 
      is purchased or the date the installation is completed, then Noel-Levitz 
      will, at its option, either remedy the non-conformity or offer to refund 
      the license fee to the Institution upon return of all copies of the 
      Software and Documentation to Noel-Levitz. In the event of a refund this 
      License shall terminate. The foregoing warranty shall apply provided 
      that: (a) the Software is not modified, changed, or altered by anyone 
      other than Noel-Levitz, unless authorized by Noel-Levitz in writing; (b) 
      the Institution's computer equipment is in good operating order and is 
      installed in a compatible environment; (c) the non-conformity is not 
      caused by a third party or by the Institution, its agent, employees or 
      contractors; and (d) the data and/or database used with the Software are 
      not modified, changed or altered by any means other than through the 
      normal operation of the Software.

14.   DISCLAIMER OF WARRANTIES: EXCEPT AS SPECIFICALLY PROVIDED HEREIN, 
      NOEL-LEVITZ MAKES NO WARRANTY, REPRESENTATION, PROMISE OR GUARANTEE, 
      EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, THE 
      DOCUMENTATION OR ANY RELATED TECHNICAL SUPPORT, INCLUDING, WITHOUT 
      LIMITATION, THEIR QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A 
      PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED 
      WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO THE INSTITUTION.

15.   LIMITATION OF LIABILITY: EXCEPT AS SET FORTH IN SECTION 10 HEREOF, 
      NOEL-LEVITZ'S AGGREGATE LIABILITY, AND THE INSTITUTION'S SOLE AND 
      EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF 
      ACTION, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SOFTWARE OR 
      DOCUMENTATION IS LIMITED TO THE TOTAL OF ALL PAYMENTS MADE BY OR FOR THE 
      INSTITUTION TO NOEL-LEVITZ FOR THE PARTICULAR SOFTWARE, DOCUMENTATION OR 
      SERVICES INVOLVED IN ANY CLAIM MADE BY THE INSTITUTION. NOEL-

                                    Page 4

<PAGE>

      LEVITZ SHALL NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, 
      CONSEQUENTIAL, EXEMPLARY, INDIRECT OR PUNITIVE DAMAGES (INCLUDING, 
      WITHOUT LIMITATION, DAMAGES OR COSTS RELATING TO ENROLLMENT SUCCESS, 
      LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF GOODWILL, 
      LOSS OF THE USE OF THE SOFTWARE, OR LOSS OF ANY DATA) ARISING OUT OF 
      THE USE OF OR INABILITY TO USE THE SOFTWARE, DOCUMENTATION OR RELATED 
      TECHNICAL SUPPORT, EVEN IF NOEL-LEVITZ HAS BEEN ADVISED OF THE 
      POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR 
      LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE 
      LIMITATION OR EXCLUSION MAY NOT APPLY TO THE INSTITUTION.

GENERAL CONDITIONS

16.   GOVERNING LAW: This Agreement shall be governed by, and       
      interpreted in accordance with, the laws of the State of Indiana       
      and of the United States of America (without regard to conflict of 
      law principles).

17.   ENTIRE AGREEMENT: This Agreement sets forth the entire 
      understanding and agreement between the Institution and Noel-Levitz 
      relating to the subject matter contained herein and may be amended only 
      in writing signed by both parties. No vendor, distributor, dealer, 
      retailer, sales person, or other person is authorized to modify this 
      Agreement or to make any warranty, representation, or promise different 
      from, or in addition to, the representations or promises contained 
      in this Agreement.

18.   WAIVER: No waiver of any right under this Agreement shall be 
      effective unless in writing, signed by a duly authorized representative 
      of Noel-Levitz. No waiver of any past or present right arising from any 
      breach or failure to perform shall be deemed to be a waiver of any 
      future right arising under this Agreement.

19.   SEVERABILITY: If any provision in this Agreement is invalid or 
      unenforceable, that provision shall be construed, limited, modified, or, 
      if necessary, severed to the extent necessary, to eliminate its 
      invalidity or unenforceability, and the other provisions of this 
      Agreement shall remain unaffected.

20.   EXPORT: The Institution agrees to comply with all export and 
      re-export restriction and regulations ("Export Restrictions") imposed by 
      the government of the United States or the country to which the 
      Software is shipped to the Institution. The Institution will not commit 
      any act or omission which will result in a breach of any such Export 
      Restrictions; the Institution agrees that it will comply in all respects 
      with any governmental laws, orders or other restrictions on the export 
      of the Software (and related information and documentation) which may be 
      imposed from time to time by the governments of the United States and 
      Canada or the country to which the Software

                                    Page 5

<PAGE>

      is shipped by Noel-Levitz. This Section shall survive the 
      expiration or termination of this Agreement.

21.   U.S. GOVERNMENT RESTRICTED RIGHTS: Use, duplication, or disclosure 
      by the United States Government is subject to restrictions as set forth 
      in FAR 52.227-14 (June 1987) Alternate III(g)(3) (June 1987), FAR 
      52.227-19 (June 1987), or DFARS 52.227-7013 (c)(1)(ii) (June 1988), as 
      applicable. Contractor/Manufacturer is Noel-Levitz Centers, Inc., 2101 
      ACT Circle, Iowa City, Iowa 52245.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed and delivered by their duly authorized officers as of the date 
written below.


California Culinary Academy            Noel-Levitz Centers, Inc.

By: _______________________            By: _____________________

Name: _____________________            Name: Robert C. Dickeson, Ph.D.

Title: ____________________            Title: President & CEO


                                    Page 6

<PAGE>

                                                                  EXHIBIT B

EMASPLUS SOFTWARE MAINTENANCE AGREEMENT 
CALIFORNIA CULINARY ACADEMY


This Software Maintenance Agreement (the "Agreement") is made effective 
this _______ day of May, 1996 between the California Culinary Academy 
(the "Institution") with offices at 625 Polk Street, San Francisco, CA 
94102 and Noel-Levitz Centers, Inc., d/b/a USA Group Noel-Levitz 
("Noel-Levitz") having its principal place of business at 2101 ACT 
Circle, Iowa City, IA 52245.

WHEREAS, Noel-Levitz and Institution have entered into a certain 
license agreement dated May __, 1996 (the "License Agreement") pursuant 
to which Noel-Levitz agreed to license to Institution its EMASPLUS 
software (the "Product"); and

WHEREAS, Noel-Levitz desires to maintain, and Institution desires to 
obtain the maintenance of, the Product on the terms and conditions 
hereinafter provided:

1. MAINTENANCE SERVICES. The maintenance services to be provided 
hereunder (the "Maintenance Services") shall consist of: (a) reasonable 
efforts to correct defects, provided that such defects are not the 
result of any change made to the Product (other than improvements 
provided by Noel-Levitz under this Agreement); (b) reasonable telephone 
support through Noel-Levitz's telephone support line during Noel-Levitz's 
then current published standard support line hours, which at a minimum 
will be Monday through Friday (excluding holidays) from 8:00 a.m. to 
5:00 p.m. (CT), to Institution personnel that are fully trained by 
Noel-Levitz in the use of the Product; (c) distribution by Noel-Levitz 
to the Institution at no charge of regular enhancements to the Product 
which may be developed from time to time by Noel-Levitz (provided that 
the Institution has purchased continuous support of the Product from 
Noel-Levitz since installation of the Product); and (d) registration for 
one person at one Noel-Levitz software related workshop for each year 
that this Agreement remains in effect.

2. LIMITATIONS. Noel-Levitz's obligations under this Agreement will be 
limited to the then current unmodified release and the immediately 
preceding unmodified release of the Product. Noel-Levitz provides no 
guarantees or assurance that any new release, version, modification or 
enhancement to the Product will be compatible with (i) any Product that 
has been modified or customized, or (ii) any Product data and/or 
database that has modified by any means other than through the normal 
operation of the Product. All improvements, meaning Maintenance 
Services, enhancements and new releases, will be part of the Product and 
subject to all terms and conditions of the License Agreement and this 
Agreement.


                                    Page 1

<PAGE>

3. APPLICABILITY OF LICENSE AGREEMENT. This Agreement and all software, 
documentation, and media provided under it is subject to all the terms 
and conditions of the License Agreement, including, but not limited to, 
the Disclaimer of Warranties and Limitation of Liability.

4. MAINTENANCE FEES. Noel-Levitz shall provide the Maintenance Services 
to the Institution for an annual fee equal to 10% of the then current 
list price for the Product (based on the number of concurrent users that 
the Institution is permitted pursuant to its license to use the 
Product), so long as the Institution continues maintenance uninterrupted 
and so long as Noel-Levitz operates a maintenance program on the 
Product. The initial maintenance fee is due upon delivery of the Product 
to the Institution. Thereafter, the maintenance fee is payable annually 
on the anniversary date of the training provided by Noel-Levitz to the 
Institution (the "Anniversary Date"). Unless the Institution notifies 
Noel-Levitz in writing that this Agreement shall terminate, for whatever 
reason, on the Anniversary Date, this Agreement shall be extended and 
renewed on each Anniversary Date for an additional one year period. 
Noel-Levitz may cancel the automatic renewal terms by notifying the 
Institution that Noel-Levitz does not want to renew this Agreement. If 
the Institution does not remit payment to Noel-Levitz within 30 days 
after receipt of an invoice, the Institution will pay Noel-Levitz a late 
charge of the lasser of 1.5% a month or the maximum amount permitted by 
applicable state law for unpaid amounts due Noel-Levitz.

5. ADDITIONAL COSTS. If Noel-Levitz can reasonably demonstrate that a 
malfunction is caused by the failure of the Institution's operating 
environment or by the improper use of the Product by the Institution or 
its contractors and the Institution requests assistance from 
Noel-Levitz, then the Institution shall pay Noel-Levitz an additional 
amount for its work performed in connection therewith on a per-hour 
basis, at Noel-Levitz's standard hourly rates then in effect. 
Institution also will reimburse Noel-Levitz for all reasonable travel 
and living expenses incurred by Noel-Levitz personnel who provide 
requested services.

6. ADDITIONAL SERVICES. At the request of the Institution, and with the 
consent of Noel-Levitz, Noel-Levitz also may provide technical, 
operational, implementation, migration, or other assistance or 
consulting to Institution in excess of the services included as the 
Maintenance Services in Section 1 herein at Noel-Levitz's standard 
hourly rates then in effect.

7. INSTITUTION REQUIREMENTS. Noel-Levitz's obligation to provide 
Maintenance Services hereunder is contingent upon the Institution 
providing Noel-Levitz with access to necessary Institution systems 
(including the Product as installed on the Institution's computer 
network system) by (i) providing a modem line and modem which meet 
Noel-Levitz's technical specifications, and (ii) installing Symantec's 
THE NORTON pcANYWHERE-TM- software product to operate unattended in host 
auto answer mode.


                                    Page 2

<PAGE>

8. CONDITIONS. The termination of the License Agreement, or of the 
license granted therein, shall automatically result in the termination 
of this Agreement.

9. DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY. NOEL-LEVITZ MAKES 
NO WARRANTY WITH RESPECT TO THIS AGREEMENT, EXPRESS OR IMPLIED, 
INCLUDING THE WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A 
PARTICULAR PURPOSE, OF ANY KIND WHATSOEVER, AND ALL SUCH WARRANTIES ARE 
HEREBY EXCLUDED BY NOEL-LEVITZ AND WAIVED BY THE INSTITUTION. 
NOEL-LEVITZ SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS 
UNDER THIS AGREEMENT OR OTHERWISE FOR SPECIAL, CONSEQUENTIAL, EXEMPLARY, 
INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, 
DAMAGES OR COSTS RELATING TO ENROLLMENT SUCCESS, LOSS OF PROFITS OR 
REVENUE, BUSINESS INTERRUPTION, LOSS OF GOODWILL, LOSS OF THE USE OF THE 
PRODUCT, OR LOSS OF ANY DATA) EVEN IF IT HAS BEEN ADVISED OF THE 
POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT NOEL-LEVITZ'S MAXIMUM 
LIABILITY TO THE INSTITUTION HEREUNDER SHALL BE LIMITED TO THE AMOUNTS 
ACTUALLY PAID BY THE INSTITUTION TO NOEL-LEVITZ HEREUNDER DURING THE 
IMMEDIATELY PRECEDING TWELVE MONTHS.

10. TERMINATION. Either party will have the right to terminate this 
Agreement if the other party breaches or fails to perform any material 
term or condition of this Agreement. Either party, if it has a right of 
termination as provided above, may terminate this Agreement at any time 
while the event or condition giving rise to that right of termination 
exists, by giving the other written notice of that event or condition 
and describing that event or condition in reasonable detail. Upon 
receipt of that notice, the other party will have 30 days to correct or 
cure that event or condition to the reasonable satisfaction of the party 
desiring termination. If the event or condition giving rise to the 
termination is not so corrected or cured within that period, this 
Agreement will terminate as of the end of the 30-day period 
automatically, without further act by any party.

11. NOTICES. All notices and other communications required or permitted 
under this Agreement will be in writing and will be deemed given when 
delivered personally, three days following being sent by United States 
registered or certified mail, return receipt requested, or one business 
day following being sent by overnight courier to the address stated 
herein for Noel-Levitz, to the address stated herein for the 
Institution, or such other address as the parties hereto designate from 
time to time.

12. CHOICE OF LAW; SEVERABILITY. This Agreement will be governed by and 
construed in accordance with the laws of the State of Indiana (without 
giving effect to conflict of law provisions). If any provision of this 
Agreement is found invalid or unenforceable, it will be


                                    Page 3

<PAGE>

enforced to the maximum extent permissible, and the legality and 
enforceability of the other provisions of this Agreement will not be 
affected.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed and delivered by their duly authorized officers as of the date 
written below.


California Culinary Academy            Noel-Levitz Centers, Inc.

By:____________________________        By:_____________________________

Name:__________________________        Name: Robert C. Dickeson, Ph.D.
Title:_________________________        Title: President & CEO

Date:__________________________        Date:___________________________


<PAGE>

                                                                  EXHIBIT B
                        CONFIDENTIALITY AGREEMENT

   This CONFIDENTIALITY AGREEMENT ("Agreement") is made this _____ day of
____________, 1996 by California Culniary Academy (the "Recipient") and USA 
Group Noel-Levitz, Inc., an Indiana corporation (the "Company").

                                 RECITALS

A. The Company has developed a multi-institutional delivery program (the 
   "Delivery Program") in connection with the Company's customized enrollment 
   prediction system ForecastPlus-TM- (the "Product").

B. Recipient desires to participate in the Delivery Program, and the Company 
   desires to have Recipient participate in the Delivery Program.

C. In the course of the Delivery Program, other educational institutions that 
   are participating in the Delivery Program (a "Participant") may disclose to 
   Recipient confidential and proprietary information of that Participant.

D. In connection with, and as a condition to becoming a participant 
   in the Delivery Program, the Company requires that Recipient 
   agree to the provisions set forth below.

E. Recipient is willing to enter into this Agreement in order for it to 
   participate in the Delivery Program.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual 
covenants contained in this Agreement and of other good and valuable 
consideration, the receipt of which is hereby acknowledged, the Recipient 
agrees as follows:

1. DEFINITION.

   (a) "Participant Confidential Information" shall mean all institution 
       specific data and/or information disclosed by a Participant or the 
       Company to Recipient during and/or in connection with the Delivery 
       Program.

2. NON-USE AND NON-DISCLOSURE. Recipient agrees that it will maintain in 
   confidence and will not communicate, divulge or use any Participant 
   Confidential Information which is communicated and/or transmitted 
   to it by the Company or a Participant, subject to the exceptions of 
   Section 3 below. As part of the confidential treatment required 
   hereunder, Recipient agrees that no copies of Participant 
   Confidential Information shall be made by Recipient except as 
   authorized in writing by the Participant. Nothing in this paragraph 
   shall prohibit Recipient from using Participant Confidential 
   Information for the sole purpose of participating in the Delivery 
   Program.

   Recipient further agrees that it will (i) take all necessary steps 
   to inform any of its employees, representatives or agents to whom 
   Participant Confidential Information may be disclosed of 
   Recipient's obligations hereunder and (ii) cause said employees, 
   representatives and agents to agree to be bound by the terms of 
   this Agreement, either by signing a blank copy of this Agreement or 
   some other method acceptable to the Company. Recipient shall 
   indemnify and hold the Company harmless from all costs, expenses 
   (including attorneys' fees, whether or



<PAGE>

   not suit be brought), damages, losses or claims arising from or 
   relating to any breach or default by any employee, representatives 
   or agent of Recipient of any provision of this Agreement.

   Recipient agrees to notify the Company and the Participant, as 
   applicable, of any unauthorized use or disclosure of Participant 
   Confidential Information and to take all actions reasonably 
   necessary to prevent further authorized use or disclosure thereof.

   The confidentiality obligations set forth in this Agreement shall 
   continue to apply with respect to each item of Participant 
   Confidential Information until such item ceases (other than due to 
   actions or failures of Recipient) to be secret or confidential.

3. EXCEPTIONS. The restrictions of Section 2 shall not apply to:

   (a) Information which is generally available to the public or to 
       the relevant industry prior to receipt from the Company or 
       Participant, as applicable, or which later becomes such, other than 
       due to action or failure by Recipient, its agents, representatives 
       or employees;

   (b) Information which, prior to disclosure hereunder, is already in 
       the rightful possession of Recipient; or

   (c) Information which Recipient receives from a third party not 
       known by Recipient, acting reasonably, to be in violation of a 
       confidential relationship with the Company or Participant, as 
       applicable.

4. SEVERABILITY. Should any part of this Agreement be declared 
   invalid by a court of law, such decision shall not affect the 
   validity of any remaining portion, which shall remain in full force 
   and effect as if the invalid portion was never a part of this 
   Agreement.

5. NO ASSIGNMENT. This Agreement shall be binding upon Recipient 
   and its heirs, successors and assigns and inure to the benefit of 
   the Company or Participant, as applicable, and its successors and 
   assigns, but Recipient shall not, directly or indirectly, assign or 
   purport to assign this Agreement or any of its rights or 
   obligations hereunder in full or in part to any third party without 
   the prior written consent of the Company.

6. GOVERNING LAW. This Agreement shall be governed by and construed 
   in accordance with the laws of the State of Indiana without giving 
   effect to conflict of law provisions.

7. INTEGRATION. This Agreement constitutes the entire agreement and 
   understanding relating to the subject matter hereof.

8. REMEDIES. Company shall be entitled to obtain injunctive or 
   other equitable relief, in addition to other available remedies, in 
   the event of a breach or threatened breach of this Agreement by 
   Recipient.

9. AMENDMENTS; WAIVERS. This Agreement may be amended or modified, 
   and any of the terms or conditions hereof may be waived, only by a 
   written instrument executed by the parties hereto, or in the case 
   of a waiver, by the party waiving compliance. Any waiver or 
   modification, express or implied, by any party hereto of any term 
   or condition in this Agreement will operate as



<PAGE>

   such only in the specific instance and will not be construed as 
   a waiver or modification of any condition or term generally or in 
   any other instance.

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

   COMPANY:                            RECIPIENT:

   USA Group Noel-Levitz, Inc.         California Culinary Academy.

   By:________________________         By:_________________________

        Name:                                Name:
   ___________________________         ____________________________

        Title:                               Title:
   ___________________________         ____________________________

<PAGE>


                                                                   EXHIBIT C

                         EMASPLUS TECHNICAL SPECIFICATIONS

EMASPLUS runs in a standard MS-DOS environment. Any network 
operating system that guarantees 100% DOS compatibility, such as 
Novell Netware, will be able to run it. Although EMASPLUS was 
developed and tested in Novell 3.11 and Novell 4.1 environments, a 
conscious effort was made not to use any Novell-specific features 
that would limit cross-platform compatibility.

RECOMMENDED MINIMUM REQUIREMENTS

These minimum requirements are intended to illustrate the existing 
equipment that could be used to operate EMASPLUS. Due to rapid 
advances in hardware power and lowering costs, we recommend 
substantially more powerful equipment for any new purchases. 

Because of the substantial differences in local requirements and 
options available, USAGroup Noel-Levitz cannot be responsible for 
configuring your network. Your data center support staff or other 
local support resources should be able to provide guidance and 
assistance in configuring an appropriate network and workstations.

HARDWARE

FILE SERVER

Uninterruptible power supply providing 10-15 minutes reserve power 
is highly recommended. DOS-compatible network software is required. 
We also recommend that equipment and procedures be in place for 
regular system back-up.

Hard drive requirements are highly dependent on your usage of 
EMASPLUS and other intended uses of the network. 35 Megabytes of 
disk space are required for the software and support tables. 
Typical users reserve approximately 600 Megabytes of disk space for 
every 50,000 records. This can vary substantially.

RECOMMENDED WORKSTATIONS

For new purchases and workstations used for batch processes such as 
reporting, and importing and exporting, the following workstation 
is recommended:

     Pentium processor, VGA color monitor w/100MB available hard 
     disk space*, 12MB RAM, and DOS 6.0 or higher.

* EMASPLUS TAKES SUBSTANTIAL ADVANTAGE OF PERFORMANCE GAINED BY 
TEMPORARY WORK FILES OF 20 TO 60 MB LOCAL AT THE WORKSTATION. 
DISKLESS WORKSTATIONS MAY BE USED BUT ADEQUATE INDIVIDUAL WORKSPACE 
WILL BE REQUIRED ON A NETWORK SERVER. EXPERIENCE INDICATES THAT 
DISKLESS WORKSTATIONS WILL EXPERIENCE DRAMATICALLY SLOWER 
PERFORMANCE DUE TO EXTRA NETWORK TRAFFIC.




<PAGE>

MINIMUM WORKSTATIONS

Existing equipment can be used for telecounseling if it meets the 
following minimium requirements:

     486 CPU, VGA color monitor w/100MB available hard disk space*, 
     8MB RAM, and DOS 6.0 or higher.

PERFORMANCE

Certain processes require adequate system performance to be 
time-efficient. For example, import speed is highly dependent upon 
your hardware and network configuration. For example, clients using 
various hardware and network configurations report import speeds 
varying from 4 to 12 records per minute. This speed depends on the 
combined performance of your server, network, and individual work 
stations.

MODEM

A 28.8 Hayes-compatible modem on one workstation and a dedicated 
analog telephone line are required for technical support.

PRINTERS

EMASPLUS supports printing with HP LaserJet III and higher printers.












*EMASPLUS TAKES SUBSTANTIAL ADVANTAGE OF PERFORMANCE GAINED BY 
TEMPORARY WORK FILES OF 20 TO 60 MB LOCAL AT THE WORKSTATION. 
DISKLESS WORKSTATIONS MAY BE USED BUT ADEQUATE INDIVIDUAL WORKSPACE 
WILL BE REQUIRED ON A NETWORK SERVER. EXPERIENCE INDICATES THAT 
DISKLESS WORKSTATIONS WILL EXPERIENCE DRAMATICALLY SLOWER 
PERFORMANCE DUE TO EXTRA NETWORK TRAFFIC.

Source: OneCLE Business Contracts.