EXHIBIT 10.3
                        OFFICER INDEMNIFICATION AGREEMENT


     This  Agreement,  dated as of __________ ___, 199__ is entered into between
Whitman  Education  Group,  Inc., a corporation  organized under the laws of the
State of Florida (the "Company"), and _____________________ (the "Officer").

                                    RECITALS

     A.  Highly   competent   persons  are  becoming  more  reluctant  to  serve
publicly-held corporations as directors or as executive officers unless they are
provided with adequate protection through insurance or adequate  indemnification
against inordinate risks of claims and actions against them arising out of their
service to, and activities on behalf of, the corporation.

     B. The current  impracticability  of obtaining  adequate  insurance and the
uncertainties  relating to  indemnification  have  increased  the  difficulty of
attracting and retaining such persons.

     C. The Bylaws of the Company presently  provide,  among other things,  that
the  Company  shall  indemnify  its  directors  and  officers to the full extent
permitted by law.

     D. The Board has determined that the difficulty in attracting and retaining
highly  competent  persons is detrimental to the best interests of the Company's
shareholders  and that the Company  should act to assure such persons that there
will be  increased  certainty  of  protection  against  risks of such claims and
actions against them in the future.

     E. It is reasonable,  prudent, and necessary for the Company  contractually
to obligate itself to indemnify such persons to the fullest extent  permitted by
applicable  law so that they will serve or continue  to serve the  Company  free
from undue concern that they will not be so indemnified.

     F. The  Officer is willing to serve or  continue  to serve as an officer of
the Company on the condition that the Officer be so indemnified.


                                    AGREEMENT

     In consideration of the recitals and the covenants  contained  herein,  the
Company and the Officer covenant and agree as follows:

     1.  DEFINITIONS.  As used in this Agreement the following  terms shall have
the meanings indicated below:

     (a) "Related  Party" shall refer to (i) any other  corporation in which the
Company  has an equity  interest of at least  fifty  percent  (50%) and (ii) any

                                       -1-

<PAGE>


other  corporation  or  any  limited  liability  company,   partnership,   joint
venture,  trust, employee benefit plan or any other enterprise or association in
which the Officer has served in any Indemnified  Position, at the request of the
Company or for the  convenience  of the Company or to  represent  the  Company's
interest.  Any entity or plan described in Section 1(a)(ii) in which the Company
has any interest or which is  established in whole or in part for the benefit of
the  Company  or any other  Related  Party or the  Company  or  Related  Party's
employees shall be presumed to be a Related Party.

     (b) "Indemnified Position" shall refer to any position held by the Officer,
or pursuant  to which the  Officer  acts,  as an  officer,  director,  employee,
partner, trustee, fiduciary,  administrator or agent of the Company or a Related
Party.

     (c) "Indemnified  Event" shall mean any claim asserted against the Officer,
whether civil, criminal, administrative or investigative in nature, for monetary
or other relief;  or any  Proceeding to which the Officer is named as a party or
is a subject of or witness in, or with respect to which he or she is  threatened
to be named as a party,  subject to  witness,  brought  against  the  Officer by
reason or his or her serving or acting in any Indemnified Position or arising or
allegedly  arising directly or indirectly out of, or otherwise  relating to, any
action,  omission,  occurrence or event involving the Officer in any Indemnified
Position, including any Proceeding,  formal or informal or otherwise,  conducted
or brought by the  Securities  and  Exchange  Commission  or other  governmental
agency,  or The National  Association  of Securities  Dealers,  Inc., a national
stock exchange or similar organization.

     (d) "Proceeding"  shall mean any pending,  threatened or completed  action,
suit,  investigation,   inquiry,  arbitration,  alternative  dispute  resolution
mechanism or any other  proceeding  (or any appeals  therefrom),  whether civil,
criminal,  administrative  or  investigative in nature and whether in a court or
arbitration,  or before or involving a governmental,  administrative  or private
entity  (including,  but not  limited  to,  an  investigation  initiated  by the
Company,  any related Party or any affiliate thereof, or the board of directors,
fiduciaries or partners of any thereof).

     (e) "Indemnification  Amount" shall refer to the amount of losses,  claims,
demands,  costs,  damages,  liabilities  (joint and several),  judgments,  fines
(including  any excise tax assessed with respect to an employee  benefit  plan),
settlements,  and  other  amounts  (including  Witness  Liabilities),  including
interest on any of the foregoing, which the Officer is liable to pay or has paid
in  connection  with an  Indemnified  Event and  amounts  proposed to be paid in
settlement by the Officer in connection with any Indemnified Event.

     (f) "Witness  Liabilities" shall mean all Indemnification  Amounts incurred
by the Officer in connection  with his or her preparation to serve or service as
a witness in any  Proceeding  in any way  relating to the  Company,  any Related
Party or any affiliate (as defined in Rule 405 under the Securities Act of 1933,
as amended) of any of them (a  "Securities  Act  Affiliate"),  any associate (as
defined in such Rule 405) of any of them or of any Securities Act Affiliate,  or
any Indemnified Event (including, but not limited to, the investigation, defense
or appeal in connection with any such Proceeding).


                                       -2-

<PAGE>



     (g) "Expenses" shall refer to all  disbursements,  costs or expenses of any
nature  reasonably  incurred by the Officer directly or indirectly in connection
with an Indemnified Event, or Witness  Liabilities,  including,  but not limited
to, fees and disbursements of counsel,  accountants or other experts employed by
the  Officer  in  connection  with any  Indemnified  Event,  including  all such
expenses,  disbursements  and costs of investigation in connection with or prior
to the initiation of any Proceeding relating to an Indemnified Event.

     (h) "Indemnify" or  "Indemnification"  shall refer to the obligation of the
Company herein to pay Expenses or Indemnification Amounts.

     (i) A "Change  of  Control"  shall be deemed  to have  occurred  if (A) any
"Person"  (as that term is used in  Sections  13(d) and 14(d) of the  Securities
Exchange Act of 1934,  as  amended),  but  excluding  the Company and any of its
wholly-owned  subsidiaries,  is or becomes (except in a transaction  approved in
advance by the Board) the  beneficial  owner (a defined in Rule 13d-3 under such
Act), directly or indirectly,  of securities of the Company  representing 20% or
more of the combined voting power of the Company's then  outstanding  securities
or (B)  during  any  period of two  consecutive  years,  individuals  who at the
beginning of such period constitute the Board cease for any reason to constitute
at least a majority thereof unless the election,  or the nomination for election
by the Company's shareholders, of each new director was approved by a vote of at
least  two-thirds  of the  directors  still in office who were  directors at the
beginning of the period,  or (C) the  shareholders of the Company should approve
any one of the following  transactions:  (x) any  consolidation or merger of the
Company in which the  Company  is not the  surviving  corporation,  other than a
merger of the  Company  in which  the  holders  of the  Company's  common  stock
immediately  prior to the merger have the same  proportionate  ownership  of the
surviving  corporation  immediately  after the merger;  or (y) any sale,  lease,
exchange  or  other  transfer  (in  one  transaction  or  a  series  of  related
transactions) of all, or substantially all, the assets of the Company.

     (j)  "Final  Disposition"  shall  refer  to any  judgment,  order  or award
rendered in any Proceeding after the expiration of all rights of appeal.

     2.  SERVICES TO THE  COMPANY.  The Officer will serve,  and/or  continue to
serve,  as an officer of the  Company,  so long as he or she is duly elected and
qualified in accordance with the provisions of the Articles of Incorporation and
Bylaws of the Company, or in any other Indemnified  Position, at the will of the
Company (or under separate contract,  if any);  provided that the Officer may at
any time and for any reason resign from such  Indemnified  Position  (subject to
any contractual obligations which the Officer shall have assumed apart from this
Agreement)  but the  obligations  provided for herein shall  continue after such
termination.

     3.  INDEMNITY.  The Company hereby agrees to indemnify the Officer and hold
the  Officer  harmless  to  the  full  extent  permitted  or  authorized  by the
provisions of current Florida legislation  (including  Sections  607.0850(7) and
(9) of the Florida Business  Corporation Act) or future Florida  legislation or,
if broader  indemnification  is  available,  by current  or future  judicial  or
administrative  decisions  (but, in the case of any such future  legislation  or

                                       -3-

<PAGE>


decisions,  only  to   the  extent  that  it  permits  the  Company  to  provide
broader  indemnification  rights than  permitted  prior to such  legislation  or
decisions),  and such Indemnification shall be made unless prohibited by Florida
law.  Without  limiting the generality of the  foregoing,  the Company agrees to
indemnify the Officer and hold the Officer  harmless  from and against,  and pay
any  and  all,   Expenses  and   Indemnification   Amounts,   including  Witness
Liabilities.

     Except  with  respect to the  indemnification  specified  in the second and
third  sentences  of  Section  7 or in  Section  10 or  Section  13(b)  of  this
Agreement,  the  Company  shall  indemnify  the  Officer  in  connection  with a
Proceeding  (or  part  thereof)   initiated  by  the  Officer  (subject  to  the
limitations  provided above) only if  authorization  for the Proceeding (or part
thereof) was not denied by the Board of  Directors  of the Company  prior to the
earlier of (i) 60 days after receipt of notice thereof from the Officer and (ii)
a Change of Control.

     4.  PAYMENT OF EXPENSES.  The Company  shall  advance all  Expenses  within
thirty (30) days after the receipt by the Company of a statement  or  statements
from the Officer  requesting such advance payment or payments from time to time.
Such statement or statement shall identify the nature and amount of the Expenses
to be advanced  with  reasonable  specificity.  The Officer  agrees to repay any
Expenses advanced if it shall ultimately be determined (which shall only be made
after the Final Disposition of the Proceeding  related to an Indemnified  Event,
as hereinafter  provided) that the Officer was not entitled to  reimbursement of
Expenses in connection with the  Indemnified  Event for which such Expenses were
made.

     5. INTERVAL  PROTECTION.  During the interval between the Company's receipt
of the Officer's request for indemnification or advances and the latest to occur
of (a)  payment in full to the  Officer of the  indemnification  or  advances to
which he or she is  entitled  hereunder,  or (b) a final  adjudication  that the
Officer is not entitled to indemnification  hereunder, the Company shall provide
"Interval  Protection"  which,  for purposes of this  Agreement,  shall mean the
taking of the necessary steps (whether or not such steps require expenditures to
be made by the Company at that time) to stay,  pending a final  determination of
the  Officer's  entitlement  to  indemnification  (and,  if  the  Officer  is so
entitled, the payment thereof), the execution,  enforcement or collection of any
Indemnified Amount or Expenses or any other amounts for which the Officer may be
liable (and as to which the Officer has requested indemnification  hereunder) in
order to avoid the  Officer's  being or becoming in default  with respect to any
such  amounts  (such  necessary  steps to  include,  but not be limited  to, the
procurement  of a surety  bond to achieve  such stay or the loan to the  Officer
(unsecured and with interest payable at the prime rate) of amounts  necessary to
satisfy  the  Indemnified  Amount or  Expenses  or other  amounts  for which the
Officer maybe liable and as to which a stay of execution as aforesaid  cannot be
obtained, the Company by executing this Agreement having made the judgment that,
in  general,  such loan or similar  assistance  may  reasonably  be  expected to
benefit the Company),  within three days after receipt of the Officer's  written
request therefor,  together with a written  undertaking by the Officer to repay,
no later  than 120 days  following  receipt  of a  statement  therefor  from the
Company,  amounts (if any)  expended by the Company for such  purpose,  if it is
ultimately  determined in a final  adjudication that the officer is not entitled
to be indemnified against such Indemnified Amounts or Expenses or other amounts.

                                       -4-

<PAGE>



     6.  INDEMNIFICATION BY COURT.  Notwithstanding  any other provision of this
Agreement  including  without  limitation  the  fourth  sentence  of  Section 7,
indemnification  and advances shall also be made to the extent a Florida circuit
court,  or  another  court of  competent  jurisdiction,  or the court in which a
Proceeding was brought,  shall  determine  that the Officer,  in view of all the
circumstances of the case, is fairly and reasonably  entitled to indemnification
and/or advances for such Expenses as such court shall deem proper.

     7.  INDEMNIFICATION  PROCEDURE.  Any  Indemnification or advance under this
Agreement  (other than  Interval  Protection)  shall be made promptly and in any
event within thirty (30) days upon the written request of the Officer  delivered
to the Company.  The right to  Indemnification or advances as granted under this
Agreement  shall  be  enforceable  by the  Officer  in any  court  of  competent
jurisdiction  if the Company denies such request,  in whole or in part, or if no
disposition  thereof is made within thirty (30) days.  The  Officer's  costs and
expenses incurred in connection with successfully  establishing his or her right
to  indemnification  or advances,  in whole or in part, in any such action shall
also be  indemnified  by the  Company.  It shall be a defense to any such action
that  there has been a  judgment  or other  final  adjudication  adverse  to the
Officer  which  established  that the  Officer  failed to meet the  standard  of
conduct,  if any,  required for  indemnification  by current  legislation or, if
applicable in accordance with Section 3 hereof, future legislation or current or
future judicial or  administrative  decisions,  but the burden of providing such
defense shall be on the Company.  Neither the failure of the Company  (including
the  Board  or  any  committee   thereof,   its  independent   counsel  and  its
shareholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  Officer  is proper  in the  circumstances
because he or she has met the  applicable  standard of conduct  described in the
preceding  sentence,  if  any,  nor the  fact  that  there  has  been an  actual
determination by the Company (including the Board or any committee thereof,  its
independent  counsel  and its  shareholders)  that the  Officer has not met such
applicable  standard  of  conduct,  shall be a defense to the action to create a
presumption that the claimant has not met the applicable standard of conduct.

     8. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

     (a) The Officer  shall be presumed  entitled to  Indemnification  hereunder
unless  clearly not  entitled to such  Indemnification  by clear and  convincing
proof that such payment shall be unlawful.

     (b) If the Company shall not have  responded to the  Officer's  request for
Indemnification  pursuant  to  Section 7 hereof  within  thirty  (30) days after
receipt by the Company of such request therefor,  the Officer shall be deemed to
be entitled to such  Indemnification  except as otherwise  provided in Section 3
hereof.



                                       -5-

<PAGE>



     (c) The termination of any Proceeding  relating to an Indemnified  Event or
of any claim,  issue,  or matter  therein by  judgment,  order,  settlement,  or
conviction,  or upon a plea of nolo contendere or its  equivalent,  shall not of
itself adversely affect the right of the Officer to  Indemnification or create a
presumption that the Officer did not meet any applicable standard of conduct.

     (d)  Notwithstanding  any other  provision of this  Agreement,  the Officer
shall in no event be  required  to repay any  Expense  payments  advanced to the
Officer  and no defense  can or shall be raised by the  Company to a request for
Indemnification  pursuant  to  Section  7 to the  extent  the  Officer  has been
successful on the merits or otherwise in defense of any Proceeding related to an
Indemnified  Event, or in defense of any claim,  issue or matter involved in any
Indemnified Event therein, whether as a result of the initial adjudication or on
appeal or the abandonment thereof by a party.

     9. NON-EXCLUSIVITY; DURATION OF AGREEMENT; INSURANCE; SUBROGATION.

     (a) The rights of Indemnification and to receive advancement of Expenses as
provided by this Agreement shall not be deemed  exclusive of any other rights to
which the Officer may at any time be entitled under applicable law, the Articles
of  Incorporation,  the Bylaws,  any other agreement,  or any vote or consent of
directors or shareholders or otherwise.

     (b) This  Agreement  shall  continue until and terminate upon the later of:
(i) ten (10) years after the date that the Officer shall have ceased to serve in
any  Indemnified  Position;  or (ii) the Final  Disposition  of all  Indemnified
events.

     (c) This Agreement shall be binding upon the Company and its successors and
assigns  and shall  inure to the  benefit of the  officer  and his or her heirs,
devisees, executors, and administrators or other legal representatives.

     (d) To the  extent  that the  Company  maintains  an  insurance  policy  or
policies  providing  liability  insurance for directors or executive officers of
the Company or for any person  serving in any other  Indemnified  Position,  the
Officer  shall be covered by such policy or policies in  accordance  with its or
their  terms  to the  maximum  extent  of the  coverage  available  for any such
director or  executive  officer or person  serving in such  position  under such
policy or policies.

     10. PROCEEDINGS.

     (a) The parties hereto agree that except as otherwise  provided for herein,
any disputes  arising with respect to the  interpretation  or enforcement of any
provision  thereof  shall be  submitted,  at the sole  election of the  Officer,
either to arbitration or to judicial  determination.  Any  arbitration  shall be
conducted in the City of Miami,  Florida in  accordance  with the then  existing
rules  of the  American  Arbitration  Association  ("AAA").  In any  arbitration
pursuant  to this  Agreement,  the  award or  decision  shall be  rendered  by a

                                       -6-

<PAGE>


majority   chosen  in  accordance  with  the then existing rules of the AAA. The
award or decision of the arbitration  panel pursuant to this Section 10 shall be
binding and conclusive on the parties,  provided that  enforcement of such award
or  decision  may be obtained in any court  having  jurisdiction  over the party
against whom such  enforcement is sought.  The Company hereby agrees to bear all
fees, costs and expenses imposed by the AAA, in connection with the arbitration,
irrespective of the termination  thereof.  The provisions of Section 10(c) shall
govern with respect to the proceedings referred to therein.

     (b) In the  event  that,  for any  reason,  the  Company  fails  to pay any
Indemnification  or advance demanded,  or the Company requests  repayment of any
Expenses  advanced,  the Officer shall  nevertheless be entitled,  at his or her
sole option, to a final judicial determination or may seek arbitration of his or
her  entitlement to  Indemnification  hereunder in respect of such claim. In the
event the Officer seeks a judicial determination,  the Officer shall commence an
action in a court of the State of  Florida.  In the event the  Officer  seeks an
award in arbitration,  (i) such arbitration shall be conducted in Miami, Florida
pursuant to Section 10(a),  and (ii) the arbitrator  shall notify the parties of
his or her decision  within sixty (60) days  following  the  initiation  of such
arbitration  (or such other period  proscribed by the rules of AAA). The Company
further  agrees  that  its  execution  of  this  Agreement  shall  constitute  a
stipulation by which it shall be bound in any court or arbitration in which such
proceeding  shall have been  commenced,  continued or appealed that (i) it shall
not  oppose  the  Officer's  right  to seek any  such  adjudication  or award in
arbitration or any other claim by reason of any prior  determination made by the
Company  with  respect  to the  Officer's  right to  Indemnification  under this
Agreement on such claim or any other claim, or, except in good faith,  raise any
objections not  specifically  relating to the merits of the Officer's claim; and
(ii) for purpose of this Agreement any such adjudication or arbitration shall be
conducted  de novo and without  prejudice  by reason of any prior  determination
that the Officer is not entitled to Indemnification.

     (c)  Whether  or not the  court or  arbitrators  shall  determine  that the
Officer is entitled to payment of  Indemnification  Amounts or has to return the
payment of Expenses or otherwise  finds  against the Officer,  the Company shall
within  thirty (30) days after  written  request  therefor  (and  submission  of
reasonable  evidence of the nature and amount  thereof),  and unless  there is a
specific  judicial finding that the Officer's suit or arbitration was frivolous,
pay all Expenses incurred by the Officer in connection with such adjudication or
arbitration (including, but not limited to, any appellate proceedings).

     11. SEVERABILITY. If any provision or provisions of this Agreement shall be
held to be invalid, illegal, or unenforceable for any reason whatsoever: (a) the
validity,  legality,  and  enforceability  of the  remaining  provisions of this
Agreement (including without limitation,  each portion of any Section, paragraph
or clause of this  Agreement  containing  any such provision held to be invalid,
illegal,   or   unenforceable,   that  is  not  itself  invalid,   illegal,   or
unenforceable)  shall not in any way be affected or impaired thereby; and (b) to
the fullest  extent  possible,  the  provisions  of this  Agreement  (including,
without  limitation,  such portion of any  Section,  paragraph or clause of this
Agreement  containing  any  such  provisions  held to be  invalid,  illegal,  or
unenforceable,  that is not itself invalid,  illegal, or unenforceable) shall be
deemed  revised,  and shall be  construed,  so as to give  effect to the  intent
manifested by this Agreement (including the provision held invalid,  illegal, or
unenforceable).


                                       -7-

<PAGE>




     12. MERGER OR CONSOLIDATION  OF THE COMPANY.  In the event that the Company
shall be a constituent  corporation in a consolidation or merger, whether or not
the Company is the resulting or surviving  corporation,  the Officer shall stand
in the same  position  under this  Agreement  with respect to the Company if its
separate existence had continued.

     13. ENFORCEMENT.

     (a) The Company  unconditionally and irrevocably stipulates and agrees that
its execution of this Agreement  shall also constitute a stipulation by which it
shall be bound in any court or  arbitration in which a proceeding by the Officer
for  enforcement  of his or her rights shall have been  commenced,  continued or
appealed,  that the  obligations  of the Company set forth herein are unique and
special,  and that failure of the Company to comply with the  provisions of this
Agreement will cause  irreparable and  irremediable  injury to the Officer,  for
which a remedy at law will be inadequate.  As a result, in addition to any other
right  or  remedy  he or she may  have at law or in  equity  with  respect  to a
violation of this  Agreement,  the Officer  shall be entitled to  injunctive  or
mandatory  relief  directing   specific   performance  by  the  Company  of  its
obligations under this Agreement.

     (b) In the event that the Officer is subject to or  intervenes in any legal
action in which the validity or  enforceability of this Agreement is at issue or
institutes any legal action, for specific  performance or otherwise,  to enforce
his or her rights under,  or to recover  damages for breach of, this  Agreement,
the Officer shall,  within thirty (30) days after written request to the Company
therefor  (and  submission of reasonable  evidence of the amount  thereof),  and
unless  there  is a  specific  judicial  finding  that  the  Officer's  suit was
frivolous, be indemnified by the Company against all Expenses incurred by him or
her in connection therewith.

     14.  NOTIFICATION  AND  DEFENSE OF CLAIM.  The  Officer  agrees to promptly
notify the Company in writing  upon being  served with any  summons,  citations,
subpoena, complaint,  indictment,  information or other document relating to any
Proceeding  involving an  Indemnification  event;  provided,  however,  that the
failure of the Officer to give such notice to the  Company  shall not  adversely
affect  the  Officer's  rights  under  this  Agreement  except to the extent the
Company shall have been materially  prejudiced by such failure.  Nothing in this
Agreement   shall   constitute  a  waiver  of  the   Company's   right  to  seek
participation,  at its own  expense,  in any  Proceeding  which may give rise to
Indemnification hereunder.

     15. HEADINGS. The headings of the Sections and paragraphs of this Agreement
are inserted for convenience only and shall be deemed to constitute part of this
Agreement or to affect the construction thereof.

     16. MODIFICATION AND WAIVER. No supplement,  modification,  or amendment of
this  Agreement  shall be  binding  unless  executed  in  writing by both of the

                                       -8-

<PAGE>


parties  hereto.  No  waiver  of  any  of the provisions of this Agreement shall
be deemed or shall constitute a waiver of any other provision hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.

     17.  NOTICES.  All notices,  requests,  demands,  and other  communications
hereunder shall be in writing and shall be deemed to have been duly given if (i)
delivered by hand, or sent via telecopy or facsimile transmission,  in each case
receipted for by the party to whom said notice or other communication shall been
directed or  transmitted,  or (ii) mailed by certified or  registered  mail with
postage  prepaid,  on the  third  business  day after the date on which it is so
mailed, or (iii) delivered by the overnight courier service:

                  (a)      If to the Officer, to:

                              -------------------------
                              -------------------------
                              -------------------------

                  (b)      If to the Company, to:

                              Whitman Education Group, Inc.
                              4400 Biscayne Boulevard, 6th Floor
                              Miami, Florida 33137
                              Attention:  Richard B. Salzman
                                          Vice President - Legal Affairs 
                                                           and General Counsel

or to such other address as may have been furnished to either party by the other
party.

     18.  ENTIRE  AGREEMENT.  All  prior  and  contemporaneous   agreements  and
understandings  between the parties with  respect to the subject  matter of this
Agreement are superseded by this Agreement,  and this Agreement  constitutes the
entire  understanding  between the parties.  This Agreement may not be modified,
amendment,  changed  or  discharged  except by a writing  signed by the  parties
hereto, and then only to the extent therein set forth.

     19.  NONASSIGNMENT.  This  Agreement  may not be  assigned by either of the
parties hereto.

     20. GOVERNING LAW. This Agreement,  including its validity,  interpretation
and  effect,  and the  relationship  of the parties  shall be  governed  by, and
construed in accordance with, the laws of the State of Florida.



                                       -9-

<PAGE>


     IN WITNESS WHEREOF,  each of the parties hereto has executed this Agreement
as of the day and year first above written.

                                        WHITMAN EDUCATION GROUP, INC.


                                        BY:
                                            -----------------------------------
                                            RICHARD C. PFENNIGER, JR.
                                            CHIEF EXECUTIVE OFFICER



                                        OFFICER


                                        ---------------------------------------






                                      -10-