Exhibit 10.16


 


ADMINISTRATIVE SERVICES AGREEMENT


 


THIS ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”)
is made and entered into this 18th day of July, 2006, (“Effective
Date”), between Whitney Education Group, Inc. (“Whitney”), a corporation
duly organized and incorporated in the State of Florida, and Rich Dad Education
(“Rich Dad”), a Wyoming limited liability company.


 


WITNESSETH:


 


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


 


WHEREAS, Rich Dad is in the business of developing, producing, and
marketing post secondary educational curricula in real estate, securities,
financial investment, and asset production;


 


WHEREAS, the parties desire Whitney’s assistance to perform certain
business operations in a cost effective and efficient manner;


 


NOW, THEREFORE, for 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 Rich Dad 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; and

  
	
  12.

  	
  Shipping.

  



 


[***] Confidential treatment requested. Omitted portions have been
filed separately with the Securities and Exchange Commission.


 

















 


(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)            stimulated the general business of Rich
Dad;


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


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


 


1.02         Whitney
shall permit Rich Dad 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 Rich Dad 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 industries standards. 
Whitney shall comply with all 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


 


1.05         Except
as provided for in the Operating Agreement, in providing the services
hereunder, Whitney shall not at any time do or cause to be done any actor thing
or make or cause to be any omission that would:


 


(a)           tend to impair or damage the goodwill
associated with any trademarks or service marks used by Rich Dad, whether such
marks are owned by Rich Dad or used under license from a third party;


 


(b)           contest or in anyway impair or intend to
impair any part of the licensor’s right, title, and interest in trademarks or
service marks used by Rich Dad, under license from a third party;


 


(c)           violate or infringe any right of privacy or
publicity, copyright, or trademark or constitute defamatory, obscene or
unlawful matter, or otherwise violate or infringe any personal or proprietary
rights of any person, firm, or corporation


 


1.06         Restrictions on Authority
of Managers


 


[***] Confidential treatment requested. Omitted portions have been
filed separately with the Securities and Exchange Commission.


 

















 


(a)           Except as may be contained in the Approved
Budget, Whitney shall not have the authority to, and covenants and agrees that
it shall not, do any of the following acts without the consent of the Members:


 


(i)            Confess a judgment against Rich Dad in an
amount in excess of $100,000


 


(ii)           possess tangible or and intangible property
acquired by Rich Dad or and any improvements thereto (Rich Dad Property), or
assign rights in specific Rich Dad Property, for other than a Security purpose;


 


(iii)          Knowingly perform any act that would subject
Rich Dad Education or any parent, affiliates, subsidiaries, officers,
directors, agents, owners, employees, trustees, successors, and assigns of Rich
Dad (other than Whitney) to liability as a partner in any jurisdiction;


 


(iv)          Cause Rich Dad to acquire any equity or debt
securities of Whitney or any of its/their, or otherwise make loans to Whitney
or any of its/their affiliates.  As used
herein “affiliate” means (i) any entity directly or indirectly controlling,
controlled by, or under any common control with Whitney, (ii) any entity
owning or controlling ten percent (10%) or more of the outstanding voting
interests of Whitney, (iii) director, general partner, trustee, or holder
of ten percent (10%) or more of the voting interests of any entity described in
clauses (i) through (iii) of this sentence.  For purposes of this definition, the term “controls,”
“is controlled by,” or “is under common control with” shall mean the
possession, direct or indirect, of the power to direct or cause the direction
of the management and policies of a person or entity, whether through the
ownership of voting securities, by contract or otherwise.


 


(v)           Cause Rich Dad to sell or otherwise issue
any additional equity interests or shares in Rich Dad Education; or


 


(vi)          Sell or otherwise dispose of all or
substantially all of the Rich Dad Property, except for a liquidating sale of
Rich Dad Education Property in connection with the dissolution of Rich Dad;


 


(vii)         Cause Rich Dad to voluntarily take any action
that would cause a Bankruptcy of Rich Dad;


 


(viii)        Subject to the Approved Budget, cause Rich Dad
to incur or refinance any Debt in any single transaction, or series of related
transactions, in excess of $100,000; and


 


[***] Confidential treatment requested. Omitted portions have been
filed separately with the Securities and Exchange Commission.


 

















 


(ix)           Cause Rich Dad to make any capital
expenditure in any single transaction, or series of related transactions, in
excess of $100,000;


 


(b)           Whitney shall not have the authority to, and
covenants and agrees that it shall not, do any of the following acts without
the consent of the Members, provided that upon the receipt of such consent,
Whitney shall have the authority to do any of the following:


 


(i)            Cause Rich Dad to enter any agreement
involving value over $100,000 or having a term of over 24 months


 


(ii)           Hire or fire executive management.


 


(iii)          Enter into or exit strategic alliances.


 


ARTICLE 2: COMPENSATION


 


2.01         Whitney
shall be compensated for all services provided under this Agreement at a
monthly rate consisting of actual Expenses incurred plus an administrative fee
of ***.


 


2.02         Whitney
shall invoice Rich Dad on a monthly basis with invoices to be submitted within
twenty (20) days of the month’s end. 
Rich Dad 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 Rich
Dad.  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. 
Any such adjustment shall require the consent of the Members.  Whenever appropriate, but at least on a
quarter 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.  Should the parties not reach an agreement
upon 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.


 


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


 


[***] Confidential treatment requested. Omitted portions have been
filed separately with the Securities and Exchange Commission.


 

















 


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 provisions applicable after termination.


 


ARTICLE 4: GENERAL PROVISIONS


 


4.01         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
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.


 


4.02         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 anyway.


 


4.03         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
addresses as may be specified in this Agreement or in writing by the parties:


 


[***] Confidential treatment requested. Omitted portions have been
filed separately with the Securities and Exchange Commission.


 

















 


	
  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 Rich Dad:

  	
  Name:

  	
  Thomas McElroy

  
	
   

  	
  Address:

  	
  1612 E. Cape Coral Pkwy

  
	
   

  	
   

  	
  Cape Coral, FL 33904

  
	
   

  	
  Telephone:

  	
  (239) 540-6597

  
	
   

  	
  Facsimile:

  	
  (239) 540-6501

  
	
   

  	
   

  	
   

  
	
   

  	
  Copy to:

  	
  Sharon Lechter

  
	
   

  	
   

  	
  Rich Dad Global, Inc.

  
	
   

  	
   

  	
  4330 N. Civic center Plaza

  
	
   

  	
   

  	
  Scottsdale, AZ 85251

  



 


4.04         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.  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.


 


4.05         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.


 


4.06         Right
to Audit.  Each party (and its officers,
directors, and owners), shall have the right to audit (or have audited by a
CPA) 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.


 


4.07         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.


 


[***] Confidential treatment requested.
Omitted portions have been filed separately with the Securities and Exchange
Commission.


 

















 


4.08         Indemnification.  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 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.


 


4.09         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.


 


4.10         Conflicts.  Should any conflicts arise between this
Agreement and the LLC Agreement (the Operating Agreement), the LLC Agreement
shall prevail.


 


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

  	
   

  	
  RICH DAD EDUCATION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Ronald S. Simon

  	
   

  	
  /s/ Sharonl L Lechter

  
	
  Ronald S. Simon, Secretary

  	
   

  	
   

  	
   

  



 


[***] Confidential treatment requested. Omitted portions have been
filed separately with the Securities and Exchange Commission.