CONSULTING AGREEMENT

Between

LARRY MARSHALL
M ASSOCIATES OF HOUSTON
and
COMMUNITY EDUCATION PARTNERS

THIS AGREEMENT is made and entered into by and between LARRY MARSHALL, M
ASSOCIATES OF HOUSTON (hereinafter the “Consultant”) and COMMUNITY EDUCATION
PARTNERS, a Delaware corporation (hereinafter the “Company”).

IT IS HEREBY AGREED BETWEEN THE PARTIES:

I. SCOPE OF WORK AND CONSULTANT RESPONSIBILITIES:

The responsibility of the Consultant shall be to initiate contacts and perform duties requested
in the normal course of the Company’s business development efforts. This responsibility
only includes efforts outside of the state of Texas. Consultant will not perform any duties for
Company related to any business development efforts within the State of Texas. The
Consultant will specifically undertake the following objectives:

 Establish and maintain contact, within the bounds allowable under applicable local, state
and federal law, with members of local boards of education; the directors of education at
the local and state level; and other appropriate persons and governmental entities outside
of the State of Texas;

 Comply with any applicable local, state or federal statutes, rules and regulations which
govern the conduct of legislative or rulemaking advocacy, including registration and
disclosure as a lobbyist on behalf of the Company. Consultant will provide the Company
documentation of such, insure compliance by lobbyists subcontracted by Consultant, as
applicable, and inform the Company of any such statutes, rules or regulations that may
apply to the Company and assist and cooperate with the Company in complying with
such laws , including obtaining copies of and filing any and all relevant registrations and
reporting forms;

 Comply with standards of business ethics and conduct consistent with those applicable to
the Company; and

 Perform such other related tasks as the Company may, from time to time, assign the
Consultant.
II. TERM:
The initial term of this Agreement (the “Term”) shall be for a one (1) year period
commencing on July 1, 2001 and terminating on June 30, 2002, provided however, either
party to this agreement shall have the option to terminate this Agreement at any time upon
thirty (30) days written notice. The Term may be extended upon mutual consent of the
parties.

III. COMPENSATION:
In consideration for the performance of the Services by the Consultant pursuant to the terms
herein, the Company shall pay the Consultant a monthly retainer of $3,000.00 (Three
Thousand Dollars) (the “Retainer”). The Company shall pay the Consultant the Retainer on a
monthly basis on or before the fifteenth day of the month following the month for which
Services have been performed. The Consultant shall deliver an invoice to the Company for
such payment on or about the last day of each month for which Services have been
performed.

Should the Scope of Work and Consultant Responsibilities in Section I be expanded, the
Consultant will be compensated at a mutually agreed upon daily rate to be negotiated and
confirmed in writing at that time, depending on the amount of time and the scope of the
project being undertaken.

IV. CONFIDENTIALITY:
Consultant agrees that during the term of this Agreement and for a period of three (3) years
thereafter, neither it, nor any of its affiliates, directors, officers or employees, shall directly,
indirectly or otherwise disseminate any information, documents, or records used by the
Company in the conduct of its business, including, but not limited to, research, strategic
plans, operating plans and methodologies, results of tests or any other trade secrets,
including any or all information or instructions, technical or otherwise, issued or proclaimed
for the sole use of the Company, or information which is disclosed to the Consultant or in
any way acquired by the Consultant during the term of the Consulting Period (known
hereafter as "Confidential Information"), except for any information that must be disclosed
under applicable law. Consultant also agrees that upon the termination of this Agreement, it
shall (i) return to the Company all documents, books and records, reports and any other items
constituting or containing Confidential Information, furnished to it by the Company, (ii)
retain no copies, summaries, or other memorializations thereof, and (iii) provide the
Company with the name and addresses of all persons having access to the Confidential
Information.

V. NON-COMPETITION:
Consultant agrees that during the term of the Agreement and for a period of two years
following the termination of the Agreement (the "Covenant Period"), it will not, directly or
indirectly, as a partner, stockholder, consultant, agent, joint venturer, investor, lender, or in
any other capacity whatsoever, alone or in association with others, own, manage, operate,
control or participate in the ownership, management, operation, or control of, or work for or
permit the use of its name by, or be connected in any manner with, any entity anywhere

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 within a 50 mile radius of any school subject to a procured contract with Company or
contracts procured under this Agreement whose business competes with the Company's then
Customers, as defined below.

During the period commencing on the date hereof and through the Covenant Period,
Consultant shall not, directly or indirectly (a) induce or attempt to influence any Employee
(as defined below) to leave the Company's employ, (b) aid or agree to aid any competitor,
Customer or supplier of the Company in any attempt to hire any Employee, or (c) induce or
attempt to influence any person or business entity who was a Customer or a supplier of the
Company during any portion of the term of this Agreement or the Covenant Period to
transact business with a competitor of the Company or to cease doing business in whole or in
part with the Company. For purposes of this Section, "Employee" means any employee of
the Company at any time during the Covenant Period, and "Customer" means any individual
or entity to whom the Company directly or indirectly provides (without regard as to who is
billed for the services), either presently or at any time between the date hereof and the end of
the Covenant Period, any educational or consulting services. ("Customer" includes without
limitation, any entity which refers an individual or another entity to the Company.)

VI. STATUS OF THE CONSULTANT:

The Consultant is an independent contractor performing professional services for the
Company. Services shall be limited to rendering professional corporate and public affairs
consulting services outside of the State of Texas.

The Consultant agrees not to purport to bind the Company to any obligation not assumed
herein by the Company unless the Consultant has express written authority to do so, and then
only within the strict limitations of that authority.

VII. DISCLOSURE
The Consultant agrees that, during the term of this agreement, Consultant will not perform
services for the Company with or for any entity or person within the State of Texas. This
shall include, but not be limited to, the requirement that Consultant will not advocate on
behalf of the Company to the Houston Independent School District (hereinafter the “HISD”)
Board of Trustees or any personnel employed by the HISD.

Further, the Consultant acknowledges to the Company that Consultant has sought the legal
opinion of the firm of Bracewell-Patterson acting on behalf of the HISD regarding this
consulting agreement with the Company. The Consultant asserts to the Company, by
executing this Agreement, that Consultant has been advised by the firm of Bracewell-
Patterson acting as counsel to the HISD, that Consultant may consult with the Company as
long as: Consultant does not advocate on behalf of the Company to the HISD Board of
Trustees or to HISD personnel; Consultant discloses the consulting agreement to the HISD
Board of Trustees; and Consultant does not vote on issues or participate in the HISD Board
of Trustees discussions concerning the Company.

Consultant also asserts by executing this Agreement that Consultant is in compliance with
Texas law, including all applicable statutes, rules and regulations.

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VIII. NOTICE:
All notices, designations, consent, offers, acceptances or any other communication provided
for herein required to be in writing shall be given by registered, certified mail, return receipt
requested, addressed to the parties as shown below:

Consultant: Larry Marshall

M Associates of Houston
Post Office Box 88082
Houston, Texas 77288

Company: Randle Richardson, CEO

Community Education Partners
293 Plus Park Blvd., Suite 240
Nashville, Tennessee 37217

IX. GOVERNING LAW:

This Agreement shall be governed by the laws of the State of Tennessee as to interpretation,
construction and performance.

X. AMENDMENTS:
This Agreement may be amended, changed or modified only by written agreement executed
by the parties hereto. No waiver of any provision of the Agreement shall be valid unless in
writing and signed by the party charged.

XI. ASSIGNMENT:
The Consultant shall not assign or transfer any interest in this Agreement without the
prior written approval of the Company.

XII. INVALIDITY AND SEVERABILITY:

In the event that any provision of this Agreement shall be held to be invalid, such provision
shall be null and void and the validity of the remaining provisions of the Agreement shall not
in any way be affected thereby.

XIII. COUNTERPARTS:

This Agreement may be executed in multiple counterparts, each of which shall be deemed to
be an original and all of which shall constitute one Agreement, notwithstanding that all
parties are not signatories to the original or the same counterpart, or that signature pages
from different counterparts are combined, and the signature of any party to any counterpart
shall also be deemed to be a signature and may be appended to any other counterpart.

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XIV. NON-DISCRIMINATION:

The Company is an Equal Opportunity Employer. If this Agreement is subject to Executive

Order 11246, as amended, a copy of the Federal Contract Supplement is made a part hereof.
As to Executive Order 11738 requiring the certification of compliance with environmental
regulations and to the affirmative action clauses concerning Disabled Veterans of the
Vietnam Era (41 CFR 60-250) and employment of the Handicapped (41 CFR 60-741), the
appropriate clauses are either attached hereto or incorporated herein by reference.

XV. THIRD PARTY RIGHTS:

The provisions of this Agreement are for the sole benefit of the parties hereto and shall not
be construed as conferring any rights on any other person or entity.

XVI. SCOPE OF AGREEMENT:

This Agreement incorporates all agreements, covenants, and understandings between the
parties hereto concerning the subject matter thereto. No prior agreement or understanding,
verbal or otherwise, of the parties or their agents shall be valid or enforceable unless
embodied in this Agreement.

IN WITNESS WHEREOF, intending to be legally bound, the parties execute this

Agreement this 1st day of July, 2001

LARRY MARSHALL
M ASSOCIATES OF HOUSTON

By:

Its:

COMMUNITY EDUCATION PARTNERS:

By:

Its:

HOUSTON_1\600222\3
25504-4 09/24/2002