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Exhibit 10.11  


 
 

ADMINISTRATIVE SERVICES AGREEMENT    
    



        THIS ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") is made and entered into
this            day of May,
2006, ("Effective Date"), between Whitney Information Network, Inc. ("Whitney"), a corporation duly organized and incorporated in the State of Colorado, and EduTrades, Inc.
("EduTrades"), a corporation duly organized and incorporated in the State of Nevada. 


WITNESSETH:  


        WHEREAS, Whitney is in the business of developing, producing and marketing post secondary educational curricula on real estate, business development, and asset
protection; 


        WHEREAS,
EduTrades is in the business of developing, producing and marketing post secondary educational curricula on securities and financial investment and asset protection; 


        WHEREAS,
Whitney previously owned the business interests now being operated by EduTrades and is interested in providing administrative and operational assistance to EduTrades; 


        WHEREAS,
EduTrades desires Whitney's assistance until such time as EduTrades determines it can completely bifurcate its operations from Whitney in a cost effective and efficient manner; 



        NOW,
THEREFORE, in good and valuable consideration of the mutual covenants and promises herein contained, the parties, each intending to be legally bound, hereby agree as follows: 


TERMS AND CONDITIONS  


ARTICLE 1: SERVICES, TERMS & CONDITIONS  


        1.01    Whitney
shall serve EduTrades by providing and performing the following services: 



        (a)   administrative
and operational assistance as needed through the following departments: 



        1.     Legal;



        2.     Accounting/Finance;



        3.     Booking; 


        4.     Confirmations; 


        5.     Education;



        6.     Facilities
Maintenance; 


        7.     Human
Resources; 


        8.     Information
Technologies; 


        9.     Marketing; 


        10.   Operations; 


        11.   Sales;



        12.   Shipping;



        13.   Executive
Management; and 


        14.   Strategic
Alliance. 




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        (b)   supervise
and direct the general operations of the departments listed in 1.01(a); 


        (c)   operate
these departments efficiently and with proper economy; 



        (d)   develop
internal policies necessary for the creation of the greatest possible net income; 


        (e)   collect
revenue; 


        (f)    stimulate
the general business of EduTrades; 


        (g)   employ
at WIN's expense such officers, assistants, employees, sales personnel, and operations staff as may be required to continue the standard and quality of management
and operation at a level not lower than that heretofore maintained; 


        (f)    perform
all other acts necessary or desirable in the operation of these services. 




        1.02    Whitney
shall permit EduTrades to utilize certain Whitney assets and services, including office space and equipment, as agreed upon by the parties. 


        1.03    Whitney
agrees to prepare and maintain full, accurate and complete records of all services provided under this Agreement. Upon request, Whitney agrees to provide
EduTrades with reporting of services provided in a format to be mutually agreed upon by the parties. 



        1.04    Whitney
shall provide the services under this Agreement in a professional, courteous manner, consistent with industry standards. Whitney shall comply with all
applicable association, local, state, and federal laws, ordinances, rules, regulations and codes. Whitney shall keep all information generated as a result of this Agreement confidential and shall make
all reasonable efforts to keep such information away from competing companies. 


ARTICLE 2: COMPENSATION  


        2.01    Whitney
shall be compensated for all services provided under this Agreement at a monthly rate in the following manner: 



        (a)   EduTrades
will reimburse Whitney for one hundred percent (100%) of the actual direct and identifiable costs relating to the operations and services to EduTrades. 


        (b)   EduTrades
will reimburse Whitney for one hundred percent (100%) of EduTrades' mutually agreed upon portion of costs relating to the services provided by Whitney in
Section 1.01 of this Agreement that are non-direct costs. 


        (c)   EduTrades
will pay an administration fee equal to 15% of its portion of the costs of the services provided in accordance with Section 1.01 and
Section 2.01(b) of this Agreement. 




        2.02    Whitney
shall invoice EduTrades on a monthly basis with invoices to be submitted within twenty (20) days of the month's end. EduTrades shall settle its
outstanding balance within thirty (30) days of the invoice date. 


        2.03    The
parties recognize and acknowledge that the services to be provided by Whitney under this Agreement will change frequently, depending on the needs of EduTrades. As
such, the parties agree that the compensation paid will be adjusted at the parties' discretion and in accordance with the change in services to be provided. Whenever appropriate, but at least on a
quarterly basis, the parties shall meet to discuss whether a revision to the compensation fee under Section 2.01 is required. In the event that such a revision is required, the parties shall
agree upon a revised fee, which will replace the then most current compensation fee under Section 2.01. Any such revisions must be in writing as required by Section 6.10 of this
Agreement. Should the parties not reach an agreement on whether a revision is necessary, the most recent Schedule shall control and either party may invoke their rights under Section 3.03 of
this Agreement. 


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ARTICLE 3: TERM AND TERMINATION  


        3.01    Term.    The date of commencement of this Agreement shall be on the Effective Date first set forth above and
shall continue until terminated as provided under Section 3.03. 


        3.02    Immediate Right to Terminate.    Either party shall have the right to immediately terminate this Agreement by
giving written notice in the event that the other party does any of the following: 




	A.
	Files
a petition in bankruptcy or is adjudicated bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or
discontinues or dissolves its business; or



	B.
	Engages
in any illegal, unfair, or deceptive business practices or unethical conduct whatsoever. 





        3.03    Right to Terminate on Notice.    Each party shall have the right, exercisable in its absolute discretion, to
terminate this Agreement upon ninety (90) days prior written notice received by United States registered mail, certified mail, UPS Next Day Letter or Federal Express Next Day Letter by the
other party. 


        3.04    Termination of Rights.    On the termination of this Agreement, all obligations of the parties hereunder shall
terminate, except for rights to payments accrued prior to such termination and the provisions applicable after termination. 



        3.05    Upon
termination of this Agreement, Edutrades may require that certain services, necessary to enable it to operate its business, be provided on a transitional basis and
Whitney agrees to provide such services (the "Transition Services") for a period of up to three months subsequent to the actual termination of this Agreement (the "Transition
Period"). Whitney shall provide Transition Services in substantially the same manner as such services have been performed prior to the date of termination, unless otherwise
agreed in writing by Edutrades and Whitney. Whitney shall use commercially reasonable efforts to limit the costs incurred in connection with the performance of the Transition Services to levels that
are consistent with the costs of providing such services prior to the date hereof. The Transition Services may be terminated by Edutrades on not less than thirty days prior written notice to Whitney
or unless earlier terminated by mutual written consent of the parties. 


ARTICLE 4: OWNERSHIP  


        EduTrades shall retain control and complete ownership of all creative elements and/or other materials created in connection with this Agreement by or for the
purpose of marketing EduTrades' products and services, whether created by EduTrades or by Whitney pursuant to this Agreement. Furthermore, EduTrades shall retain control and complete ownership of all
training materials, presentations, products, services, other materials and all copyright interests thereto, including but not limited to all derivative works created from such materials, which exist
at the time of the execution of this Agreement or which may be created by EduTrades or by Whitney for EduTrades pursuant to this Agreement. 


ARTICLE 5: INDEMNIFICATION  


        5.01    Each
party shall release, defend, indemnify, and hold the other party and its parent, affiliates, subsidiaries, officers, directors, agents, owners, employees,
trustees, successors and assigns harmless with respect to any claims, actions, causes of action, damages, fines, expenses, court costs, attorney fees, liability damage or judgment suffered by either
party or his agents, resulting from or attributable to any breach of the other party's or his agent's responsibilities, representations and warranties herein, and/or arising from the purchase or use
of the party's products or services sold by the other party, and/or all negligent acts or omissions of a party or his agents contained herein. 


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        5.02    These
indemnification obligations shall survive termination of this Agreement. 


ARTICLE 6: CONFIDENTIAL INFORMATION  


        6.01    Whitney
recognizes that it may be necessary for Whitney to receive Confidential or Proprietary Information with regard to this Agreement. This Confidential and
Proprietary Information has been compiled by EduTrades at great expense and over a great amount of time. The Confidential and Proprietary Information is the sole and exclusive property of EduTrades.
In performing the services under this Agreement, Whitney may be provided or may otherwise come into the possession of proprietary information, customer databases, customer leads, customer information,
product and service information, and other confidential information regarding the business and services of EduTrades (hereinafter, the "Confidential Information") all of which are valuable to
EduTrades or are required by law or good business practices to be held confidential. Whitney agrees to receive, hold and treat all Confidential Information received from EduTrades as confidential and
secret and agrees to use its best efforts to protect the confidentiality and secrecy of such Confidential Information. Whitney agrees to only divulge Confidential Information to its employees who are
required to have such knowledge in connection with the performance of their obligations under this Agreement, and Whitney shall not disclose, directly or indirectly, any Confidential Information
whatsoever, including without limitation, for its own benefit or any third party's benefit. Confidential Information does not include information which (i) was or becomes generally available to
the public, (ii) was or becomes available on a non-confidential basis, provided that the source of such information was not bound by a confidentiality agreement in respect thereof,
(iii) was within Whitney's possession prior to being furnished by or on behalf of EduTrades, provided that the source of such information was not bound by a confidentiality agreement in respect
thereof, or (iv) the information is a duplication of materials that Whitney already possesses. 



        6.02    The
provisions of Section 5.01 shall also apply to EduTrades in regards to any confidential information regarding the business and services of Whitney in all
aspects as set forth in Section 5.01. 


        6.03    Upon
termination of this Agreement, each party shall destroy all copies of Confidential Information, return all original documents and publicity materials, discontinue
all use of computer links, erase all of the other party's Intellectual Property contained in the party's computer memory or data storage, and destroy all Confidential Information stored on computer,
disk, CD-Rom or computer backup within five (5) days after this Agreement terminates. Each party shall provide a certified document within five (5) days stating that: "All
Confidential Information of the disclosing party in the receiving party's possession has either been destroyed, erased, or returned." 


        6.04    The
terms and conditions of this Agreement shall be considered Confidential Information and shall not be revealed to another party until five (5) years on or
after the date of termination. Additionally, each party agrees that it will not disclose any Confidential Information to any third party and will not use Confidential Information of the other party
for any purpose other than for the performance of the rights and obligations hereunder during the terms of this Agreement and for a period of five (5) years thereafter, without prior written
consent of the disclosing party. Each party further agrees that Confidential Information shall remain the sole property of the other party and that it will take all reasonable precautions to prevent
any unauthorized disclosure of Confidential Information by its employees. 


ARTICLE 7: GENERAL PROVISIONS  


        7.01    Entire Agreement.    This Agreement supersedes any and all other agreements, either oral or in writing between
the parties hereto with respect to the terms and conditions of this Agreement, and contains all of the covenants and agreements between the parties with respect to same. Each party to this Agreement
acknowledges that no representation, inducements, promises, or agreements, orally or 


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otherwise,
have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall
be valid or binding on either party, except that any other written agreement dated concurrent with or after this Agreement shall be valid as between the signing parties thereto. The parties further
acknowledge that any disputes arising which pertain to the subject matter covered in this Agreement shall be governed by the terms and conditions set forth herein. 


        7.02    Severability.    If any provision in this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. 


        7.03    Notice.    Each notice, request or demand given or required to be given pursuant to this Agreement shall be in
writing and shall be deemed sufficiently given if deposited in the United States mail, First Class, postage pre-paid, and addressed to the address of the intended recipient set forth
below, or to such other address as may be specified in this Agreement or in writing by the parties: 



	 	 	If to Whitney:	 	Name:	 	Ronald S. Simon	 	 
	 	 	 	 	Address:	 	1612 E. Cape Coral Pkwy, Suite B

Cape Coral, FL 33904	 	 
	 	 	 	 	Telephone:	 	(239) 542-0643	 	 
	 	 	 	 	Facsimile:	 	(239) 540-6565	 	 
	

 	
 	

 	
 	

Copy to:	
 	

Marie B. Code, Esq.

1612 E. Cape Coral Pkwy, Suite A

Cape Coral, FL 33904	
 	

 
	

 	
 	

If to EduTrades:	
 	

Name:	
 	

Nick Maturo	
 	

 
	 	 	 	 	Address:	 	12444 South Business Park Drive

Suite 230	 	 
	 	 	 	 	City, State, Zip:	 	Draper, UT 84020	 	 
	 	 	 	 	Telephone:	 	(888) 831-6866	 	 
	 	 	 	 	Facsimile:	 	(801) 617-3638	 	 





        7.04    Governing Law and Attorney Fees.    This Agreement shall be deemed to have been made in the State of Florida.
This Agreement and all matters arising out of or otherwise relating to this Agreement shall be governed by the laws of the State of Florida. The parties hereby submit to the personal jurisdiction of
the state and federal courts of the State of Florida. Exclusive venue for any litigation and all claims arising from or in connection with the subject matter of this Agreement shall be with the state
and federal courts in and for Lee, Palm Beach or Broward Counties, Florida, and the parties hereby expressly waive any venue privileges which may be asserted in connection with this Agreement.
In any arbitration and/or litigation arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs, including attorneys' fees incurred on
appeal. 


        7.05    Authority to Enter Agreement.    The parties warrant that they have the authority to enter into this Agreement
and that entering into this Agreement is not restricted or prohibited by any existing agreement to which they are parties. Additionally, the parties represent and warrant that this Agreement has been
authorized and approved by all necessary corporate actions. Both parties warrant and represent that all individuals executing this Agreement have the authority to do so 



        7.06    Right to Audit.    Each party shall have the right to audit the other's business records concerning services
rendered under this Agreement upon five (5) days prior written notice. The requesting party shall have the right to receive photocopies of all applicable business records concerning services
rendered under this Agreement upon five (5) days prior written notice. 


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        7.07    Assignment.    The rights and liabilities of this Agreement shall be binding on and inure to the benefit of
the respective parties and their respective heirs, legal representatives, successors and assigns. Neither party shall have the right to sell, transfer, assign, sublicense, or subcontract any right or
obligation hereunder without first obtaining prior written consent from the other party. 


        7.08    Counterparts.    This Agreement may be executed in two or more counterparts, including facsimile counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 



        7.09    Changes Must Be In Writing.    This Agreement may not be altered, amended, changed, modified, waived or
terminated in any respect unless the same shall be in writing signed by the party to be bound. 


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        IN
WITNESS THEREOF, the parties hereto, intending to be legally bound hereby, have caused this Agreement to be executed by their respective duly authorized representatives as of the day
indicated. 



	WHITNEY INFORMATION NETWORK, INC	 	EDUTRADES, INC.
	

 
 Ronald S. Simon, Secretary	
 	

 
 Nick Maturo, CEO
	

 
 Reviewed by Legal	
 	

 




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