EXHIBIT
10.14

     

    EMPLOYMENT AGREEMENT
AMENDMENT

     

    PARTIES:

    


    The parties to this Agreement are
Dlorah, Inc., a South Dakota corporation, having its principle place of business
in Rapid City, South Dakota, hereinafter referred to as “Employer,” and Robert
D.  Buckingham of Rapid City, South Dakota, the Executive Chairman of
the Board of Dlorah, Inc., hereinafter called “Chairman.”

    


    PURPOSE:

    


    The Chairman is employed as the
executive chairman of Dlorah, Inc. (not to be confused with the Chief Executive
Officer of National American University) pursuant to an Employment Agreement
originally dated the 3rd day of January, 1995, the term of which
Employment Agreement expires on December 31, 2011.  The parties
acknowledge that the Employer has entered into an Agreement to merge Employer
into National American University Holdings, Inc., a publicly held corporation on
or about November 30, 2009 and, in the event of the completion of such merger,
the role of the Chairman shall continue as Chairman of National American
University Holdings, Inc., in accordance with this Agreement.  The
parties have agreed to amend the Agreement and the purpose of this writing is to
set forth the terms and conditions of the amendment

    


    The parties agree that Section IV of
the Agreement shall be amended to read as follows:

     

    IV.

     

    TERM AND WAIVER OF STATUTORY
PROTECTION: 

     

    The term
of this Agreement commenced on the 3rd day of
January, 1995 and shall continue until the resignation or removal of the
Chairman.

    


    
      The
parties understand that SDCL 60-2-6 provides that a contract to render personal
service cannot be enforced against the Chairman beyond the term of two (2) years
from the commencement of service under the contract.  In consideration
of One Dollar ($1.00) and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, each party does hereby waive any
protection given to that party by said statute and agree that this Agreement may
be enforced as if said statute did not exist.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    The parties agree that Article V of the
Agreement shall be amended to read as follows:

     

    V.

     

    COMPENSATION:

    


    For all services rendered by the
Chairman under this Agreement, the Employer agrees to pay compensation as
follows:

    


    
      	
               
      

            	
              a.

            	
              Annual
      Salary:  Commencing on December 1, 2009, and until the
      resignation or removal of the Chairman, the Chairman shall be paid a
      minimum salary of Two Hundred Fifty Thousand and 00/100 Dollars
      ($250,000.00) per fiscal year, payable in twelve (12) equal monthly
      installments as basic compensation. Until the effective date, the Chairman
      shall be paid according to his existing compensation as determined by the
      Employment Agreement prior to this amendment and
    restatement.

            


    

    


    
      	
               
      

            	
              b.

            	
              Cost
      of Living Adjustments:   Commencing with Employer’s fiscal
      year beginning June 1, 2010, and for each of the Employer’s fiscal years
      thereafter, during the term of this Agreement, the Chairman’s basic
      monthly compensation shall be increased or decreased by the appropriate
      percentage increase or decrease (as the case may be) in the consumer price
      index -
      US City Average - All Urban
      Consumers published by the Bureau of Labor Statistics of the United States
      Department of Labor between said index for the previous March
      (i.e.  for example, March 2009, and March of the current
      calendar year (i.e.  for example March 2010).  The
      parties agree that if, for any reason, said index is not published at such
      time, that they will use any other index changes in the cost of living
      regularly published and generally considered reliable and acceptable to
      the parties.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              c.

            	
              Incentive
      Compensation:   In addition to all other compensation payable hereunder,
      the parties agree that if the Chairman is employed and has been
      continuously employed by Employer through the last day of the fiscal year,
      the Chairman shall be paid an incentive payment equal to ten percent (10%)
      of the net income of the Employer for such fiscal year as computed by the
      Employer’s Certified Public Accountant before:   1) provision for state
      and federal income taxes and 2) payment of director’s fees and any
      dividends on the stock of the Employer; and 3) payment of any damages by
      the Employer to Employees or others as a result of lawsuits or threatened
      lawsuits against the Employer or its affiliated entities.  For the purpose
      of this provision, the amount of such damages actually paid by the
      Employer shall be determined by deducting any payments made to the
      Employer or the claimant by insurance companies insuring the
      Employer.

            


    

    


    
      	
               
      

            	
              In
      addition, said net income shall also be computed without taking into
      account extraordinary items shown on the annual financial statement and
      without taking into account gains or losses of more than One Hundred
      Thousand and 00/100 Dollars ($100,000.00) per year from the sale of major
      corporate properties.  For the purposes of this paragraph only,
      “extraordinary items” are defined as transactions distinguished by their
      unusual nature and by the infrequency of their occurrence.  Similarly, for
      the purpose of this paragraph only, “major corporate properties” are
      defined as those assets used by the corporation and not held for sale in
      the ordinary course of business.

            


    

    


    
      	
               
      

            	
              Said
      incentive compensation shall commence with the Employer’s fiscal year
      beginning June 1, 2009, shall continue each fiscal year thereafter until
      December 31, 2011, and shall be paid, in a lump sum payment, no later than
      March 15th of the
      following year (which occurs first following the last day of the fiscal
      year for which the incentive compensation is payable).  The incentive
      compensation for the period between June 1, 2011 and December 31, 2011
      shall be determined effective as of May 31, 2012 by prorating the results
      of the application of the incentive formula in order to compensate the
      Chairman for 7/l2ths of the fiscal
year.

            


    

    


    
      	
               
      

            	
              The
      parties further acknowledge and agree that the incentive compensation
      payments due the Chairman for the fiscal year ended May 31, 2009, remain
      due and shall be paid to the Chairman in a lump sum payment on or before
      March 15, 2010.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              d.

            	
              Notwithstanding
      c.  above, incentive compensation accruing after the merger date shall
      accrue at seven percent (7%) of the net income of the Employer as defined
      above and shall be paid no later than the later
  of:

            


    

    


    
      	
               
      

            	
              1.

            	
              Two
      and one-half (21⁄2) months following the last day of the fiscal year for
      which the incentive compensation is payable,
or

            


    

    


    
      	
               
      

            	
              2.

            	
              March
      15th
      following the last day of the fiscal year for which the bonus payment is
      payable.

            


    

    


    
      	
               
      

            	
              Such
      payment shall be paid to the Chairman in the form of cash, stock options,
      stock awards or other stock-based compensation as determined by the
      Company’s Board of Directors in its sole discretion.  If the Chairman’s
      employment terminates at any time due to a termination by the Employer
      without cause or by the Chairman with good reason, the Chairman shall be
      ineligible to earn and be paid a pro-rata portion of the annual incentive
      compensation for the year of termination in accordance with the provisions
      of this Agreement.

            


    

    


    
      	
               
      

            	
              For
      purposes of this Agreement, “good reason” shall mean the safe harbor
      definition of good reason, as defined in Treas. Reg. Section
      1.409A-1(n)(2)(ii), except that the following condition shall be added to
      the list of conditions listed in such section:  (7) A material diminution
      in the service provider’s opportunity to earn incentive compensation.  The
      definition of good reason shall include the requirement that the Chairman
      provide notice to the Employer of the existence of the good reason
      condition within 90 days after the initial existence of the condition and
      provide the Employer 60 days during which it may remedy the
      condition.

            


    

    


    
      	
               
      

            	
              e.

            	
              Notwithstanding
      all of the above provisions of this agreement, total compensation of the
      Chairman in any one fiscal year shall not exceed the sum of One Million
      and 00/100 Dollars ($1,000,000.00).

            


    

    


    
      	
               
      

            	
              f.

            	
              Unless
      renewed or revised, the parties agree that the present incentive
      compensation formula set forth in subsection c and d above shall expire as
      of December 31, 2011.  The annual salary will continue until the
      resignation or removal of the Chairman as set forth in Section
      VI.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    The parties agree that VI shall be
amended to read as follows:

     

    VI.

     

    DUTIES OF THE
CHAIRMAN:

    


    The Chairman shall be the chief
supervising executive officer of Dlorah, Inc., having supervision over the
President and CEO of National American University and President of Real Estate
Operations of Dlorah, Inc., all as shown more fully on the Organization Chart
(Exhibit “A” hereto).

    


    The parties acknowledge that Employer
has entered into an Agreement to merge Employer into National American
University Holdings, Inc., a publicly held corporation, and in the event of the
completion of such merger, the role of the Chairman shall continue in accordance
with this Agreement.

    


    Chairman’s title shall be Chairman of
the Board of Directors of National American University Holdings, Inc., and
Chairman shall have the duties and responsibilities as provided for herein and
assigned by the Employer’s Board of Directors as may be reasonably assigned from time to time.
During Chairman’s Employment with the Employer, Chairman agrees to spend the
time and effort reasonably necessary to perform Chairman’s duties with the
Employer and will abide by all reasonable policies and decisions made by the
Employer as well as all applicable federal, state and local laws, regulations or
ordinances. Chairman will act in the best interest of the Employer at all times.
Chairman will not, during employment by the Employer, without prior written
approval of the Board of Directors of Employer engage in, become an employee,
director, officer, agent, partner of or consultant to or a stockholder of
(except as stockholder of a public company in which Chairman owns less than
5%) of the
issued and outstanding capital stock of such company) or renders services to any
company or other business entity which is a competitor or significant supplier
of or customer of the Employer or engage in any other activities that would
interfere with the performance of Chairman’s duties as an employee of the
Employer or that would create an actual or perceived conflict of interest with
respect to Chairman’s obligations as an employee of the Employer.
Notwithstanding the foregoing, Chairman may serve on corporate, civil or
charitable boards or committees provided that such service does not require a
material time commitment by the Chairman and that such activities are not
competitive with the Employer.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    While the management duties assumed by
the Chairman are to be on a full time basis, the parties agree and contemplate
that the Chairman may conduct outside activities in not-for-profit and community
type ventures so long as such activities do not adversely affect his ability to
competently manage the affairs of the Employer.

    


    The parties recognize that it is not
feasible to provide a schedule of time or duties for the Chairman.  They
contemplate, and the Chairman agrees, that he will devote such time and at such
times as is reasonably necessary to competently manage the Employer, even though
performance of such agreement requires the Chairman to be on duty outside of
normal working hours, during holidays, weekends, all-night services,
interruptions or postponements of vacations, etc.  However, the parties
contemplate that, as has been the practice of the Chairman in the past, he will
be on duty Monday through Friday of every week during which he is not on
vacation; provided that, as has been his past practice, he is to be allowed free
time so long as such free time does not detract significantly from the quality
of management rendered to the Employer.  Any such free time activity shall not
be considered vacation time.

    


    All benefits will be continued as are
in effect as of November 1, 2009, under said contract, including but not limited
to, the Chairman’s flexibility regarding work hours, locations of residence and
office.  The parties understand that the Chairman, in lieu of vacations, shall
be allowed such free time as the Chairman, in his reasonable discretion shall
determine that it does not interfere with his duties and responsibilities to the
Corporation.

    


    The parties agree that Section VII is
amended to read as follows:

     

    VII.

     

    VACATIONS:

    


    The parties agree that the Chairman,
due to his flexible scheduling, shall not have a fixed vacation minimum or
maximum under this Agreement.

    


    The parties agree that Section VIII
shall be amended to read as follows:

     

    VIII.

     

    TERMINATION BY
CHAIRMAN: 

    


    The parties agree that the Chairman may
terminate this Agreement and separate from service at any time prior to the
expiration of its term or any renewal thereof by giving written notice to the
Board of Directors of the Employer at least two (2) years prior to the date of
separation.  In the event the Chairman separates from service after having
provided such notice, the parties agree that his full compensation as determined
hereunder (not including incentive compensation) shall continue for a period of
twelve (12) months following the date of his separation from
service.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    For purposes of this Agreement,
“separation from service” shall mean when the Chairman retires or otherwise has
a termination of employment with the Employer.  Whether a termination of
employment has occurred is determined based on whether the facts and
circumstances indicate that the Employer and the Chairman reasonably anticipate
that no further services will be performed after a certain date or that the
level of bona fide services the Chairman will perform after such date (whether
as an employee or independent contractor) will permanently decrease to no more
than 20% of the average level of bona fide services performed whether as an
employee or independent contractor over the immediately preceding 36 month
period.

    


    The parties agree that the “date of
termination” as referred to above, shall be the date of the separation from
service of the Chairman.  The parties further agree that the term “full
compensation” as set forth above refers to the compensation as provided for in
Section V above but excluding subsection (V) (c) “incentive
compensation.”

     

    The
parties agree that Section IX shall be amended to read as follows:

     

    IX.

     

    DEATH OR DISABILITY OF
CHAIRMAN:

    


    In the event of the death of the
Chairman during the term of this Agreement or in the event of the disability of
the Chairman, the parties agree that this Agreement shall terminate upon the
death of the Chairman or the expiration of six (6) months after his disability.
Notwithstanding the termination of this Agreement for such reason, the Employer
agrees to pay to the Chairman or in the event of his death, to his estate or
upon distribution of his estate to the person or persons entitled thereto upon
distribution of his estate, an amount equal to his compensation as provided for
in Article V of this Agreement (but not including incentive compensation) for a
period of one (1) year after death or disability as defined herein.  Thereafter,
nothing further shall be payable to the Chairman under this
Article.

    


    This Article shall not apply in the
case of termination by the Employer as provided in Article X
hereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    For the purposes of this Article,
“disability” shall mean any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a
continuous period of not less than six (6) months, where such impairment causes
the Chairman to be unable to perform the duties of his position of employment or
any substantially similar position of employment.

    


    The parties agree that Section X shall
be amended to read as follows:

     

    X.

     

    TERMINATION BY
EMPLOYER:

    


    The parties agree that the Employer may
terminate this Agreement at any time prior to the expiration of its term for
cause if the Board of the Directors of the Employer determines in good faith
that the Chairman has failed to perform his obligations under this Agreement.
The parties agree that, for the purpose of this Article of this Agreement,
failure of the Chairman to perform his obligations under this Agreement shall be
limited to the Chairman’s failure or refusal to make reasonable efforts to
follow the clear and reasonable directions of the Board of Directors.  To invoke
the provisions of this Article X of this Agreement, the parties agree that the
Board of Directors of the Employer must give six (6) months written notice to
the Chairman of the intention of the Board to terminate this Agreement and the
reasons therefore, which reasons must be within the definition of failure to
perform contained in the preceding sentence.

    


    During the six (6) month cure period,
each party shall be required to negotiate in good faith, to resolve any
differences between the Chairman and the Board of Directors such that there will
be, throughout the six (6) month period a reasonable expectation that the
Chairman will return to perform services for the Employer.  A refusal or failure
to perform services will be deemed a repudiation of this Agreement by the
Chairman.

    


    In addition, the parties agree that,
within fifteen (15) days prior to the expiration of the six (6) month notice
period, there shall be another special meeting of the Board of Directors of the
Employer called for the purpose of reconsidering the intention to terminate
expressed in the notice.  In order for the termination to be effective, and
notwithstanding any provision of law to the contrary, the vote in favor of
termination at the special meeting must be by at least sixty-seven percent (67%)
of all members of the Board of Directors, including the Chairman, whose vote
shall be counted.  In the event this Agreement is terminated under this Article
X for cause, the Employer agrees to pay the Chairman his annual salary rate
through the date of termination.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    In the event this Agreement is
terminated under this Article X without cause, the Employer agrees to pay the
Chairman his annual salary rate, as determined for the calendar year of such
termination to continue for 24 consecutive months after such
termination.

    


    The Chairman may also be terminated for
cause and without further compensation in the event of dishonesty or any conduct
which is in violation of felony criminal statutes of South Dakota or the United
States of America which involve moral turpitude.  Discharge for cause for such
moral turpitude may be made upon a vote of a majority of the Board of Directors
after giving the Chairman an opportunity to appear before the Board to discuss
notice of dismissal, any such meeting to be conducted in executive
session.

    


    In addition to all other payments to be
made to the Chairman under this Article X hereof, in the event the termination
contemplated by this Article X is accomplished and is finally determined by a
court of competent jurisdiction to have been wrongful, the Employer agrees to
pay the Chairman as damages for said wrongful termination such amount as a
court may
determine as being reasonable.

    


    The parties agree that a new Section
XIV shall be
adopted to read as follows:

     

    XIV.

     

    REQUIRED SIX MONTH
DELAY:

    


    Notwithstanding any other provisions in
this Agreement to the contrary, if, at the time of his separation from service,
the Chairman is a “specified employee” within the meaning of Section
409A(a)(2)(B)(i) of the Internal Revenue Code, distributions made on account of
the Chairman’s separation from service may not be paid before the date that is
six (6) months after the Chairman’s separation from service unless such payments
fall under the exception from Section 409A for separation pay due to involuntary
separation from service(s) provided in Treas.  Reg.  §
1.409A-1(b)(9)(iii).  If payments are delayed pursuant to this
paragraph, distributions will commence on the first day of the seventh month
following the termination of employment and the first monthly distribution shall
include the aggregate payments that were delayed.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    BINDING UPON
SUCCESSORS:

    


    The parties agree that the Employment
Agreement originally dated January 3, 1995, as amended hereby, shall be binding
upon them and all their executors, administrators, successors, and
assigns.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Accepted
by the parties this 18th day of
November,
2009.

    


    DLORAH,
INC.

    


    
      
        	
                By:

              	
                /s/ Robert D. Buckingham

              	 
      	
                By:

              	
                /s/ Robert D. Buckingham

              
	 
      	
                Robert
      D. Buckingham, Chairman

              	 
      	 
      	
                Robert
      D. Buckingham, Employee

              
	 
      	 
      	 
      	 
      	
                as
      Executive Chairman