Exhibit
10.3


 


Memorandum of Terms of
Agreement


 


1.             In September
2009, Whitney Information Network, Inc. (now known as and referred to herein as
“Tigrent”), WIN CR II Trust, and their respective affiliates, successors and
assigns and Russell W. Whitney, on the one hand, and M. Barry Strudwick (“Strudwick”),
Susan Weiss and Carl Weiss, on the other hand (Strudwick and Susan and Carl
Weiss are collectively referred to herein as the “Strudwick Parties”), reached
a global settlement (the “Settlement”). 
On September 17, 2009, the Settlement was entered on the record in the
United States District Court for the Eastern District of New York, case number
06-6569, and was approved by the Court in an Order entered on November 10,
2009.  Terms that are capitalized herein
and not otherwise defined herein shall be given the meaning ascribed to them in
the Memorandum of Terms of Settlement executed by respective counsel for the
parties.


 


2.             Pursuant to the
terms of the Settlement, Tigrent agreed, among other things, to provide a
series of payments to the Strudwick Parties under two promissory notes, and to
provide certain collateral, including Tigrent’s interest in real property known
as Tranquility Bay in Lee County, Florida.


 


3.             Payments were
due pursuant to both promissory notes on July 15, 2010.  On July 13, 2010, Tigrent advised the
Strudwick Parties that it would not be making the payments due on July 15,
2010.  On July 15, 2010, Tigrent in fact
failed to make the payments.  On July 16,
2010, the Strudwick Parties issued a notice of default for failure to comply
with the Settlement.


 


4.             On July 30,
2010, Tigrent made a partial payment of $50,000 in exchange for the Strudwick
Parties agreement to forbear from taking any enforcement action with respect to
the Settlement until August 13, 2010. 
Since then, the parties have engaged in additional discussions and
negotiations concerning continued forbearance, future payments, and transfer of
collateral.


 


5.             In
consideration of the mutual promises contained herein, Tigrent and the
Strudwick Parties agree as follows:


 


A.            On or before Friday, October
6, 2010, Tigrent shall execute a quitclaim deed (the “Deed”) transferring
Tranquility Bay in Lee County, Florida to Tranquility Bay Pine Island , LLC, a
Florida limited liability company of the Strudwick Parties.


 


B.            Within 14 days of its
execution, Tigrent shall record the Deed in the land records of Lee County,
Florida.  Tigrent shall be responsible
for all costs, fees, and expenses arising from or related to the Deed’s
recording.


 


C.            Upon the Deed’s recording,
Tigrent shall receive a credit of $300,000 as if a payment was made on the date
of recording toward the installments due and next coming due under the First
Note and Second Notes under the terms of the Settlement.


 

















 


D.            The Strudwick Parties agree
to continue their forbearance from taking any enforcement action with respect
Tigrent’s failure to make payments pursuant to the Settlement and the related
promissory notes until February 15, 2011.


 


E.             Tigrent shall indemnify,
defend and hold harmless the Strudwick Parties and Tranquility Bay Pine Island,
LLC, against any and all claims brought against the Strudwick Parties or
Tranquility Bay Pine Island, LLC by Gulf Gateway Enterprises, LLC, Dunlap
Enterprises, LLC, Drevid, LLC, or any of their respective members, successors,
and assigns, to the extent any such claims arise from or are related in any way
to the Tranquility Bay property, the Deed, or this Agreement.  This indemnification shall include the
Strudwick Parties attorneys’ fees arising from any such claims, and Tigrent
agrees to pay such attorneys’ fees as incurred.


 


F.             Tigrent agrees that by the
Strudwick Parties entering into this agreement and their continuing forbearance
of taking enforcement action with respect to the payment defaults under the
Settlement, the Strudwick Parties are not waiving any rights, including their
right to enforce the Settlement.


 


G.            Nothing in this Agreement
modifies or in any way supersedes the Settlement or any portion thereof.


 


H.            Within 14 days of the
parties signing this Agreement, Tigrent shall pay the Strudwick Parties’
reasonable attorneys fees arising from or related to the payment defaults under
the Settlement, including but not limited to fees incurred in negotiations
related to the payment defaults, drafting of pleadings to enforce the
Settlement, and drafting of this Agreement.


 


 


	
  /s/
  James E. May

  	
   

  	
  /s/ M. Barry Srudwick

  
	
   

  	
   

  	
  M. Barry Strudwick

  
	
  By:
  

  	
  James
  E. May

  	
   

  	
  Date: 

  	
  September 29, 2010

  
	
  on
  behalf of Tigrent Inc.

  	
   

  	
   

  
	
  Date:

  	
  10/6/10

  	
   

  	
   

  



 


 


	
  /s/ Susan Weiss

  	
   

  	
  /s/ Carl Weiss

  
	
  Susan Weis

  	
   

  	
  Carl Weiss

  
	
  Date:

  	
  10/7/10

  	
   

  	
  Date:

  	
  10/7/10