Exhibit 10.14


 


Gulfstream


Referral Services Agreement


 


This
Agreement is entered into on June 20, 2003, by and between Whitney
Education Group, Inc., a Florida corporation, (hereinafter referred to as
the “WEG”) and Gulfstream Development Group LLC, a Florida limited liability
company (hereinafter referred to as “Gulfstream”).


 


WHEREAS, WEG
is currently engaged in the business of post secondary real estate educational
training and has access to students seeking home purchases.


 


WHEREAS,
Gulfstream has substantial expertise in building and selling homes and is
seeking buyers of new homes.


 


WHEREAS, WEG
has in the past referred certain students to Gulfstream in order to facilitate
the home buying process and wishes to continue to refer students to Gulfstream.


 


NOW, THEREFORE, in
consideration of the mutual covenants and promises herein contained, the
parties hereby agree as follows:


 


1.              Appointment of Gulfstream


 


WEG
shall appoint Gulfstream to be the exclusive provider of homes for students of
WEG. At the discretion of WEG, in the event that Gulfstream is unable to
provide homes to WEG’s students in a timely manner, WEG shall be allowed to
negotiate with other builders for their services, either in tandem with
Gulfstream or as a replacement.


 


2.              Past Referrals and Fees


 


Upon
the execution of this agreement, Gulfstream shall pay to WEG a referral fee in
the amount of one hundred thousand dollars ($100,000.00) as compensation for
any and all referrals of students to Gulfstream by WEG, which students
purchased and closed on a home prior to January 1, 2003.


 


3.              Future Referrals and Fees


 


Gulfstream
shall pay to WEG the amount of one thousand dollars ($1,000.00) for each
student that WEG refers to Gulfstream that purchase and closes on a home on or
after January 1, 2003.


 


4.              Notice and Compensation


 


Gulfstream
shall provide to WEG a written list within fifteen (15) days of the 1st
of each month of the names and addresses of each student referred by WEG who
purchased and closed on a home built by Gulfstream.  IN addition, Gulfstream shall include a check
as compensation in an amount to equal the number of students on the written
list multiplied by one thousand dollars ($1,000.00).


 


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5.              Term and Termination


 


Except
as provided below, this agreement and the services to be performed under it,
shall commence on June 30, 2003, and shall continue indefinitely, unless
terminated by either party upon thirty (30) days written notice provided to the
other party, unless for just cause.


 


6.              Indemnification


 


Gulfstream
shall release, defend, indemnify, and hold harmless WEG, its parent
subsidiaries, affiliates, successors, assigns, trustees, officers, agents, and
employees from all suits, actions, or claims of any character, name, or description
including reasonable attorney’s fees, brought on account of any injuries or
damages, or loss sustained by Gulfstream or any person or property arising out
of or related to services provided under this Agreement, attributed to
Gulfstream’s negligence or failure to perform or comply with any requirements
of this Agreement, including, but not limited to, any claims for personal
injury or property damage.


 


7.              Notices


 


Any
notices to be given under this Agreement shall be in writing, sent by
registered or certified mail, postage prepaid, return receipt requested, or by
telegram or facsimile followed by a confirmation letter sent as provided above,
addressed to such party as follows:


 


(a) Notices
to the WEG:


 


Ronald
S. Simon


1612
E. Cape Coral Parkway


Cape
Coral, FL 33904


 


With
a copy to:


 


Marie
Code, Esq.


1612
E. cape Coral Parkway


Cape
Coral, FL 33904


 


(b) Notices
to Gulfstream


 


Brian
Haag


4829
Coronado Parkway


Cape
Coral, FL 33904


4405
Manchester Ave


 


Notices
sent in accordance with this section shall be deemed effective on the date of
dispatch.  Any changes in the information
set forth in this section shall be upon notice to the other party delivered in
the manner set forth above.


 


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8.              Entire Agreement


 


This
Agreement constitutes the entire understanding between the parties, and
supersedes all prior agreements and negotiations, whether oral or written.  There are no other agreements between the
parties, except as set forth in this Agreement. 
No supplement, modification, waiver, or termination of this Agreement
shall be binding unless in writing and executed by all parties in this
Agreement.


 


9.              Assignment; Binding Effect


 


Neither
this Agreement nor any rights, benefits, or obligations under it may be assigned
by any party to this Agreement without the prior express written consent of the
other party.  Subject to the foregoing,
this Agreement shall inure to the benefit of and be binding upon all of the
parties to this Agreement and their respective executors, administrators, successors,
and permitted assigns.


 


10.       Severability


 


In
the event any of the provisions of this Agreement are found by a court of
competent jurisdiction to be invalid, illegal, or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not be affected.


 


11.       Construction


 


The
headings of the sections contained in this Agreement are for reference purposes
only, and shall not affect the meaning or interpretation of this
Agreement.  The parties have been advised
by counsel in connection with this Agreement. 
This Agreement shall be construed and interpreted in accordance with the
plain meaning of its language, and not for or against either party, and as a
whole, giving effect to all the terms, conditions, and provisions of this
Agreement.


 


12.       Governing Law


 


This
Agreement shall be governed by and construed in accordance with the laws of the
State of Florida.


 


13.       Counterparts; Place of Execution


 


This
Agreement may be executed in two or more counterparts, which shall together
constitute one and the same agreement.


 


14.       Attorney Fees


 


In
the event that any party to this Agreement shall commence any suit or action to
interpret or enforce this agreement, the prevailing party in such action shall
recover that party’s costs and expenses incurred in connection with the suit or
action, including attorneys’ fees and costs of appeal, if any.


 


15.       No Third-Party Benefit


 


Nothing
contained in this agreement shall be deemed to confer any right or benefit on
any person who is not a party to this agreement.


 


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16.       Failure to Notify


 


The
failure of either party to insist on strict compliance with any of the terms,
covenants or conditions of this agreement by the other party shall not be
deemed a waiver of that term, covenant or condition, nor shall any waiver or
relinquishment of that right or power for all or any other times under this
Agreement.


 


17.       Applicable Law


 


This
Agreement shall be deemed to have been made in the State of Florida.  This Agreement shall be governed by the laws
of the State of Florida, and all actions brought hereunder whether at law or in
equity shall be brought in the state or federal courts serving Lee, Palm Beach
or Broward Counties in the State of Florida. 
The parties hereby agree that any and all claims arising from or in
connection with the subject matter of this Agreement must be brought in either
the state or federal courts in and for Lee, Palm Beach or Broward County,
Florida, and the parties hereby expressly waive any venue privileges which may
be asserted in connection with this Agreement. 
In any litigation arising out of this Agreement, the prevailing party
shall be entitled to recover reasonable attorneys’ fees and costs.


 


18.       Authority


 


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.


 


19.       Right to Audit


 


WEG
shall have the right to audit Gulfstream’s business sales records and closing
statements upon five (5) days prior written notice provided by WEG to
Gulfstream.  WEG shall have the right to
receive photocopies of all Gulfstream’s business sales records and closing
statements upon five (5) days prior written notice provided to Gulfstream.


 


IN
WITNESS WHEREOF, the
parties hereto have caused this agreement to be executed by their respective
duly authorized representatives as of the date and year first written above.


 




	
  Whitney
  Education Group, Inc.

  	
  Gulfstream
  Development Group LLC

  
	
   

  	
   

  	
   

  
	
  /s/
  Ronald S. Simon

  	
   

  	
  /s/
  Brian Haag

  
	
  Ronald
  S. Simon, Secretary

  	
   

  	
  Brian
  Haag, Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Legal Department

  	
   

  	
   

  






 


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