EXHIBIT
10.15

     

    EMPLOYMENT
AGREEMENT

     

    I.

     

    PARTIES:  

     

    The parties to this agreement are
National American University, hereinafter called “NAU,” a Division of Dlorah,
Inc., a South Dakota corporation, having its principal place of business in
Rapid City, South Dakota, and Dr. Ronald Shape, of Rapid City, South Dakota, the
designated Chief Executive Officer of National American University, hereinafter
called “CEO.”

     

    II.

     

    PURPOSE:

     

    The parties understand that NAU
operates National American University at Rapid City, South Dakota, with branches
at 16 locations in 7 states as of the date of this agreement.  The CEO
has been employed by NAU as its CEO since April, 2009.  The purpose of
this agreement is to acknowledge the terms and conditions of an Employment
Agreement by and between the parties for the employment of the CEO.

     

    III.

     

    TERM AND WAIVER OF STATUTORY
PROTECTION: 

     

    The parties agree that the term of the
agreement commenced June 1, 2009 and shall continue until terminated by either
pursuant to Article XII hereof.

     

    The parties understand that Section
60-2-6 of the South Dakota Codified Laws provides that a contract to render
personal services cannot be enforced against the CEO beyond the term of two (2)
years from the commencement of service under it.  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 agrees that this agreement
may be enforced as if said statute did not exist.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IV.

     

    DUTIES:

     

    The parties agree that the CEO shall
have charge of administration of NAU under the policies adopted by the Board of
Directors of Dlorah, Inc. (“Directors”) with input from the Board of Governors
of National American University (the “Board”) and the President.  The
CEO agrees that he will, at all times during the term of this agreement,
faithfully and industriously, with the best use of his experience, ability,
education, and talent, perform all of the duties required pursuant to the terms
of this agreement and all duties required by directives of the Directors, the
Board and the President and that he will act in accordance with all official
policies adopted by the Directors, the Board and Dlorah, Inc., heretofore or
hereafter, including those presented in the policy manuals of NAU.

     

    The CEO agrees to devote his entire
time, attention and energy to the administration of NAU and shall not, during
the term of this agreement, engage in any other business or professional
activity, whether for profit or compensation or not, without the prior written
permission of the President and the Chairman of the Board.  This
paragraph shall not be construed to prevent the CEO from investing his financial
assets in such form or manner as will not require any services on the part of
the CEO in the operation of the affairs of the companies in which such
investments are made.

     

    The duties of the Chief Executive
Officer shall include those set forth in the policies of NAU, including the
following:

     

    
      	
               
      

            	
              A.

            	
              Provide
      day-to-day leadership and management to NAU’s operations and financial
      operations consistent with the mission, goals and core values of the
      institution.

            


    

     

    
      	
               
      

            	
              B.

            	
              Be
      responsible for driving NAU to achieve and surpass sales, profitability,
      cash flow and university goals and
objectives.

            


    

     

    
      	
               
      

            	
              C.

            	
              Advise
      the President on strategic business development and key corporate planning
      issues.  Keep the President informed about business activities,
      potential threats, opportunities and recommended
  actions.

            


    

     

    
      	
               
      

            	
              D.

            	
              Be
      responsible for the measurement and effectiveness of all processes,
      internal and external.  Provide timely, accurate and complete
      reports on the operating condition of the
  organization.

            


    

     

    
      	
               
      

            	
              E.

            	
              Spearhead
      the development, communication and implementation of effective growth
      strategies and processes.

            


    


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              F.

            	
              Collaborate
      with a management team to develop and implement plans for the operational
      infrastructure of systems, processes and personnel designed to accommodate
      the rapid growth objectives of NAU.

            


    

     

    
      	
               
      

            	
              G.

            	
              Motivate
      and coordinate a high performance management team; attract, recruit, and
      retain required members of the executive team not currently in place and
      provide mentoring as a cornerstone to the management career development
      program.

            


    

     

    
      	
               
      

            	
              H.

            	
              Encourage
      managers to evaluate and take actions that are consistent with NAU’ s
      overall strategy which will lead to high
  performance.

            


    

     

    
      	
               
      

            	
              I.

            	
              Assist
      as required in raising additional capital at appropriate valuations and
      times to enable NAU to meet sales, growth and market share
      objectives.

            


    

     

    
      	
               
      

            	
              J.

            	
              Foster
      a success-oriented accountable environment within the
      institution.

            


    

     

    
      	
               
      

            	
              K.

            	
              Represent
      NAU, as needed, with clients, investors and business
    partners.

            


    

     

    
      	
               
      

            	
              L.

            	
              Set
      performance goals which are taylored to each
  division.

            


    

     

    
      	
               
      

            	
              M.

            	
              Employ
      management technics to the extent available to resources to ensure quality
      education.

            


    

     

    
      	
               
      

            	
              N.

            	
              Direct
      recruitment and selection of staff and recommend employment of qualified
      candidates to the Board.

            


    

     

    
      	
               
      

            	
              O.

            	
              Coordinate
      periodic evaluation of NAU programs and
  personnel.

            


    

     

    
      	
               
      

            	
              P.

            	
              Coordinate
      planning of annual academic, student service, marketing and branch campus
      budgets.

            


    

     

    
      	
               
      

            	
              Q.

            	
              Articulate
      programs with other institutions and
agencies.

            


    

     

    
      	
               
      

            	
              R.

            	
              Maintain
      high standards of employment and staff development for all
      personnel.

            


    

     

    
      	
               
      

            	
              S.

            	
              Advise
      the President on issues, policies, procedures and guidelines pertaining to
      academic student services, branches and admissions and marketing
      services.

            


    

     

    
      	
               
      

            	
              T.

            	
              Represent
      NAU at appropriate professional meetings and
  conferences.

            


    

     

    
      	
               
      

            	
              U.

            	
              Organize
      and operate NAU in accordance with the policies, procedures and
      regulations established by the
Board.

            


    

     

    
      	
               
      

            	
              V.

            	
              Call
      and preside over meetings of the Administrative Council and other meetings
      for purposes of interpreting and implementing NAU
  policy.

            


    


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              W.

            	
              Provide
      leadership and overall supervision for the sufficient operation of the
      academic programs, plant and other
enterprises.

            


    

     

    
      	
               
      

            	
              X.

            	
              Provide
      leadership and overall supervision for the promotion, financing and
      development of every facet of Dlorah and NAU, keeping within its
      purpose.

            


    

     

    
      	
               
      

            	
              Y.

            	
              Participate
      in meetings, programs and committees that may require special insight and
      understanding that can best be provided by
CEO.

            


    

     

    
      	
               
      

            	
              Z.

            	
              Other
      duties in support of the mission of NAU as assigned by the Directors and
      President.

            


    

     

    NAU
reserves the right to alter the job description and duties in order to meet the
needs and goals of NAU from time to time providing CEO reasonable notice and
opportunity for input in such changes.

     

    V.

     

    CONSULTATION:

     

    The CEO shall not perform consultation
with other organizations except upon prior approval of the
President.  Any time spent in consultation with others will be charged
against the CEO’s vacation allowance in the year in which the consulting was
performed.  The CEO agrees to seek and obtain approval from the
President for any such consulting.  The parties agree that no
consulting shall be provided to competing entities or businesses during the term
of this agreement and any extension thereof.

     

    VI.

     

    COMPENSATION:

     

    The parties acknowledge that effective
June 1, 2009, NAU is paying the CEO a base salary of $230,000.00 per calendar
year, payable in equal semi-monthly installments.  The base salary is
payment for all services rendered by the CEO under this agreement except as
otherwise provided in this Article VI.

     

    The parties agree that the compensation
may be increased or decreased as follows:


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              A.

            	
              Commencing
      with NAU’s fiscal year beginning June 1, 2010 and for each of NAU’s fiscal
      years thereafter during the term of this agreement, the CEO’s base
      annualized salary 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 in said index for the previous March (i.e., for
      example, March 2009) and March of the current year (i.e., for example,
      March 2010).  The parties agree that, if for any reason, said
      index is not published at such time, they will use another index of
      changes in the cost of living regularly published and generally considered
      reliable.

            


    

     

    
      	
               
      

            	
              B.

            	
              The
      parties understand that a separate audited financial statement for NAU is
      prepared by a Certified Public Accountant for NAU as of each fiscal year
      ending May 31.  The parties agree to determine from said audited
      financial statement, for each fiscal year, whether NAU has experienced a
      “Net Profit” of 15% or more of the Gross Profit also known as the “Gross
      Profit.”  Gross Profit will be calculated by adding all tuition
      revenues and all other income but subtracting the cost of sales for books
      and food, such gross profit then being the same as the Gross Profit shown
      on the internally generated financial statement of
  NAU.

            


    

     

    For the
purposes of said determination, operating expenses and Net Profit shall not
include:

     

    
      	
               
      

            	
              1.

            	
              Provision
      for State and Federal income taxes.

            


    

     

    
      	
               
      

            	
              2.

            	
              Interest
      income.

            


    

     

    
      	
               
      

            	
              3.

            	
              Interest
      expense.

            


    

     

    
      	
               
      

            	
              4.

            	
              Contributions
      to the NAU 401k retirement program.

            


    

     

    
      	
               
      

            	
              5.

            	
              Gains
      and losses from securities.

            


    

     

    
      	
               
      

            	
              6.

            	
              Extraordinary
      items shown on the annual financial statement, and gains or losses from
      the sale of major corporate properties outside of the normal course of
      business.

            


    

     

    
      	
               
      

            	
              7.

            	
              Gains
      and losses from the Fairway Hills Real Estate
  Division.

            


    

     

    
      	
               
      

            	
              8.

            	
              Corporate
      overhead such as Board and Directors expense.  The parties have
      agreed that for calculation purposes, the NAU ratio will be consistent
      with historical calculations, i.e.  Board expenses
      excluded.

            


    

     

    
      	
               
      

            	
              C.

            	
              The
      CEO shall be paid merit pay based upon NAU objectives being achieved
      during the term of this agreement for the following
  areas:

            


    

    

      	
               
      

            	
              1.

            	
              Annual
      Profitability;

            


    


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              2.

            	
              Quarterly
      Collections;

            


    

     

    
      	
               
      

            	
              3.

            	
              Credit
      Hour Growth

            


    

     

    The
parties agree that if the CEO is employed and has been continuously employed by
NAU through the last day of a fiscal year, the CEO shall be entitled to receive
“Annual Profitability” merit pay for such fiscal year.  The parties
further agree that if the CEO is employed and has been continuously employed by
NAU through the last day of a fiscal quarter, the CEO shall be entitled to
receive “Quarterly Collections” and “Credit Hour Growth” merit pay for such
quarter.  The amount of such merit pay shall be determined according
to the guidelines set forth on Exhibit A (attached to this agreement and by this
reference incorporated herein).  All merit pay earned under this
Section VI.C. shall be paid no later than the latter of:  (a) 2-1/2
months following the last day of the fiscal year or fiscal quarter for which the
merit pay is payable, or (b) March 15th following the
last day of the fiscal year or fiscal quarter for which the merit pay is
payable.

     

    The parties acknowledge that Dlorah,
Inc., entered into an agreement to merge into a publicly held company, which
shall be known as National American University Holdings, Inc., a Delaware
corporation, following the merger.  The parties therefore agree that
in the event of successful completion of the merger, the CEO shall be eligible,
at the discretion of NAU, to participate in any equity-based incentive plan of
the employer, NAU.

     

    Attached hereto as Exhibit B is an
organization chart which contemplates the completion of the merger.

     

    In the event that the merger is not
completed in the manner provided for in the plan, the parties will review the
compensation provisions in this agreement in order to adjust the CEO’s
compensation consistent with responsibilities of the company, the same to be
completed on or before January 31, 2010.  The modification of this
agreement in order to accommodate such change shall not reduce the basic salary
compensation due the CEO during the term of this contract nor any incentive
benefit or bonus accrued as of such date, however, such replacement incentive
plan may replace, in its entirety, the bonus compensation plan set forth
above.  NAU shall give CEO at least thirty (30) days written notice of
the proposed change.  The parties agree to negotiate such changes in
good faith in order to reach agreement on the same within thirty (30) days of
notice.  If the parties are unable to reach agreement, either shall
have the option to terminate this agreement upon six (6) month’s notice in the
manner provided in Article Ill of this Agreement and the employment of the CEO
shall continue during such period according to the terms proposed by NAU, which
shall not be for less basic compensation than that provided for in this Article
VI above.


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    


    VII.

     

    PERQUISITES:

     

    The parties agree that the CEO shall
receive the following perquisites during the term of this
agreement:

     

    
      	
               
      

            	
              A.

            	
              Holidays
      observed by the administration of
NAU.

            


    

     

    
      	
               
      

            	
              B.

            	
              Five
      (5) weeks of vacation each academic year - June 1
      through May 31.  This vacation time may not be carried over
      without permission of NAU.

            


    

     

    
      	
               
      

            	
              C.

            	
              Sick
      leave equivalent to that given to administrative personnel of
      NAU.

            


    

     

    
      	
               
      

            	
              D.

            	
              Reimbursement
      of authorized travel expenses.

            


    

     

    
      	
               
      

            	
              E.

            	
              Other
      benefits as provided by the NAU Employee
  Handbook.

            


    

     

    VIII.

     

    RESIDENCY
REQUIREMENT: 

     

    The CEO agrees to reside within such
proximity to the city limits of Rapid City, South Dakota, as will enable him to
attend to his duties at the administrative offices of NAU in Rapid City, South
Dakota, on a daily basis.

     

    IX.

     

    WORKING
FACILITIES:

     

    NAU agrees to furnish the CEO with an
office, stenographic help, and such other facilities and services as are
suitable to his position and adequate for the performance of his duties as
provided in Article IV.


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    


    X.

     

    EXCLUSIVE
EMPLOYMENT/CONFIDENTIAL INFORMATION: 

     

    The CEO agrees to spend his full
working time during the term of this agreement in performance of his duties with
NAU and will abide by all policies and decisions made by the Board as well as
all applicable federal, state and local laws, regulations or
ordinances.  The CEO will act in the best interest of NAU at all times
and will not, during the term hereof, without prior written approval of the
President and the Board, engage in, become an employee, director, officer,
agent, partner of, or consultant to or stockholder of (except a stockholder of a
public company in which he owns less than 1% of the issued and
outstanding capital stock of such company) or render services to any company or
other business entity which is a competitor or significant supplier or customer
of NAU or engage in any other activities that would interfere with the
performance of his duties as CEO of NAU or would create an actual or perceived
conflict of interest with respect to his obligations as CEO.

     

    The CEO agrees to not directly or
indirectly use or disclose any confidential information of NAU for the benefit
of anyone other than NAU during the course of employment or after the
termination of employment regardless of the reason for such
termination.  For the purposes of this agreement, “confidential
information” shall mean any information about or related to NAU or any
affiliated entity or any of their employees, contractors, directors,
representatives, suppliers, vendors, members, customers, students or other third
parties or entities with whom NAU or the affiliates do business which CEO learns
of or develops during the time he is employed with NAU that derives independent
economic value from being not generally known or readily ascertainable by other
persons who could obtain economic value from its disclosure or use including,
but not limited to, trade secrets, inventions, financial information, personnel
information and information relating to such matters as existing or contemplated
products, services, profit margins, fee schedules, pricing, business processes,
business plans, sales technics, marketing technics, training manuals and
materials, policies or practices related to business personnel or other matters,
computer databases, computer programs, software and other technology, customer
lists, member lists, student lists, and preferences or requirements or
information related to any of the same.

     

    The CEO recognizes that the
confidential information constitutes a valuable asset of NAU and agrees to act
in such a manner as to prevent its disclosure and use by any person unless for
the benefit of NAU.


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    


    XI.

     

    RETURN OF CONFIDENTIAL
INFORMATION AND NAU’S PROPERTY: 

     

    The CEO agrees that upon termination of
his employment, regardless of the reason for such termination, he will promptly
turn over to NAU, in good condition, all property of NAU or the affiliates in
his possession or control including, but not limited to, all originals, copies
of, or electronically stored documents or other materials containing
confidential information regardless of who prepared them.  In the case
of electronically stored information retained by the CEO outside of NAU’s
electronic systems, the CEO will promptly make a hard copy of such information
in paper, audio recording, disc format or other format as appropriate, turn that
hard copy over to NAU and then destroy his electronically stored
information.  Further, the CEO agrees to execute written confirmation
that all confidential information in his possession or to which he has access,
has been turned over to NAU or destroyed at the time of his
termination.

     

    XII.

     

    TERMINATION:

     

    The parties agree that this agreement
may be terminated in any of the following manners:

     

    
      	
               
      

            	
              A.

            	
              Mutual
      written agreement of the parties, in which case any compensation payable
      to the CEO shall be defined in said
agreement.

            


    

     

    
      	
               
      

            	
              B.

            	
              Resignation
      by the CEO upon at least twenty-four calendar months written notice, in
      which case the CEO shall not be entitled to any further compensation after
      said twenty-four month period, except accrued merit pay which shall be
      paid in accordance with Article VI (C) or in a lump sum at the election of
      NAU.

            


    

     

    
      	
               
      

            	
              C.

            	
              Mental
      or physical incapacity of the CEO to an extent that makes it impossible
      for him to fully perform the duties described in Article IV,
      hereof.  In the event the CEO becomes disabled due to accident,
      illness, or mental or physical incapacity, or for any other reason becomes
      incapable of performing the requirements of this Agreement, NAU shall have
      the right to terminate this Agreement, and all obligations of NAU shall
      cease upon such termination other than as provided in this Paragraph C of
      this Article XII.  If NAU, in its sole discretion acting through
      the Board, determines that the CEO is disabled, NAU shall have the right
      to require the CEO to submit to a physical and/or mental examination at
      the expense of NAU by a physician licensed to practice medicine in South
      Dakota and selected by NAU.  In the event the CEO is determined
      by such medical examination to be unable to fully continue or resume his
      duties as CEO, within 60 days of his disability, and if NAU elects then to
      terminate this Agreement, then NAU agrees to pay him his then current base
      salary (as determined under Article VI A hereof), payable monthly for a
      period of twelve months.  In addition, NAU agrees to pay him his
      prorated share, if any, of compensation determined for the year of
      disability under Article VI (C), said proration to be based upon the
      number of days in the year of disability prior to the date of termination
      and said compensation to be paid to him at the same time as it would have
      been paid if the provisions of this Paragraph C did not
      operate.  Such payments shall not include the perquisites
      described in Article VII
hereof.

            


    


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              D.

            	
              Death
      of the CEO.  If the CEO dies during the term of this agreement,
      NAU agrees to pay to his estate or other individual named by him as a
      beneficiary under this agreement, for a period of one year, an amount
      equal to his base salary (as determined under Article VI A hereof) in
      effect at the time of his death, payable monthly.  In addition,
      NAU agrees to pay him his prorated share, if any, of compensation
      determined for the year of death under Article VI (C), said proration to
      be based upon the number of days in the year of death prior to the date of
      said death, and said compensation to be paid to him at the same time as it
      would have been paid if the provisions of this Paragraph D did not
      operate.

            


    

     

    
      	
               
      

            	
              E.

            	
              The
      parties agree that the CEO may be discharged for cause, (without further
      compensation), including but not limited to dishonesty, willful
      misconduct, refusal or unwillingness to perform the duties and
      responsibilities of the office of CEO satisfactorily in good faith and to
      the best of his ability, insubordination, prolonged absence from duty
      without the consent of NAU, or any conduct which is in violation of the
      criminal statutes of South Dakota or a federal law, or which involves
      moral turpitude.  Discharge for cause may only be made upon a
      vote of the majority of the Board after giving the CEO an opportunity to
      appear before the Board to discuss the notice of dismissal, any such
      meeting to be conducted in executive session.  If the CEO is
      discharged and terminated for cause, he shall be entitled to receive only
      the base salary then in effect, prorated to the date of termination, and
      all fringe benefits through the date of termination and the remaining
      installments due, if any, for any bonus earned for a NAU fiscal year prior
      to the final year that includes the CEO’s date of
    termination.

            


    


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              F.

            	
              The
      parties agree that the Board shall have the right to terminate this
      Agreement at any time upon a majority vote of the Board without proof of
      cause; provided that if the cancellation should be for other than cause,
      the CEO shall be entitled to receive, as liquidated damages, his then
      current base salary (as determined under Article VI A hereof), payable
      monthly, for two years after termination or until the CEO shall again be
      employed by another employer, whichever shall first occur.  Said
      then current base salary shall be paid monthly during the period that such
      amounts are payable hereunder.  The payments made to the CEO
      under this Paragraph F of this Article XII shall be in lieu of any and all
      other entitlements, whether contractually or statutorily derived,
      including, but not limited to any additional compensation which would
      otherwise be due him under the provisions of Article VI, Paragraphs
      (C).  In the event that NAU gives the notice, NAU shall
      determine whether to require the CEO to continue to perform the agreement
      during the notice period.

            


    

     

    XIII.

     

    WAIVER OF
BREACH:

     

    The parties agree that the waiver by
NAU of any breach by the CEO of any provision of this Agreement shall not be
construed as a waiver of any subsequent breach by the CEO and shall not preclude
such enforcement or disciplinary action as NAU deems necessary and
appropriate.

     

    XIV.

     

    ASSIGNMENT:


     

    The parties agree that this is a
personal service contract and may not be assigned by the CEO.

     

    XV.

     

    INTEGRATION:

     

    The parties agree that this writing
constitutes the entire Agreement between them and that there are no other oral
or collateral agreements or understandings of any kind or character except those
contained herein.


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    


    XVI.

     

    REQUIRED SIX MONTH
DELAY:

     

    Notwithstanding any other provision in
this Agreement to the contrary, if at the time of his separation from service,
the CEO is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i)
of the Code, distributions made on account of the CEO’s separation from service
may not be made before the date that is six (6) months after the CEO’s
separation from service unless such payments fall under the exception from
Section 409A for separation pay due to involuntary separation from service (as
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 separation from service and the first monthly distribution shall
include the aggregate payments that were delayed.

     

    For purposes of this Agreement,
“separation from service” shall mean when the CEO 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 CEO reasonably anticipate that
no further services will be performed after a certain date or that the level of
bona fide services the CEO will perform after such date (whether as an employee
or independent contractor) will permanently decrease to no more than 20 percent
of the average level of bona fide services performed (whether as an employee or
independent contractor) over the immediately preceding 36-month
period.

    


    (The
balance of this page intentionally left blank.)


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    


    DATED this 18th day of
November,
2009.

     

    
      
        
          
            	
                    DLORAH,
      INC.

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Robert D. Buckingham

                  
	 
      	
                    Robert
      D.  Buckingham

                  
	
                    Its:

                  	
                    Chairman

                  
	 
      
	
                    NATIONAL
      AMERICAN UNIVERSITY

                  
	
                    DIVISION
      OF DLORAH, INC.

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Jerry Gallentine

                  
	 
      	
                    Jerry
      Gallentine, Ph.D.

                  
	
                    Its:

                  	
                    President

                  
	 
      	 
      
	 	
                    /s/ Ronald Shape

                  
	
                    Ronald
      Shape, Ed.D.

                  


          

        

      

    


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    MERIT PAY
FOR CEO

     

    The merit
pay plan consists of three independent goals associated with key performance
indicators of the CEO position in conjunction with university
objectives:

     

    Annual
Profitability:

    This goal
would be based on the annual audited financial report, net of adjustments as
defined in Section VI(B) of the Agreement.  The merit pay would be
determined by multiplying the annual audited gross profit, by the corresponding
merit percentage below:

     

    Profit margin of 15 to 15.99% would
allow for a .05% (.0005) merit

    Profit margin of 16 to 16.99% would
allow for a .1% (.001) merit

    Profit margin of 17(+)% would allow for
a .15% (.0015) merit

     

    Quarterly
Collections:

    This goal
would be based on the quarterly collection percentage 180 days after the start
of the quarter.  The merit pay would be calculated by multiplying the
prior quarter’s gross profit by the corresponding merit percentage
below:

     

    Percent collected of 97 to 97.99% would
allow for a .02% (.0002) merit

    Percent collected of 98 to 98.99% would
allow for a .03 % (.0003) merit

    Percent collected of 99( +) % would
allow for a .04% (.0004) merit

     

    Credit
Hour Growth:

    This goal
would be based on the percent of campus generated credit hour
growth in the current quarter over the same quarter of the prior
year.  The merit pay would be calculated by multiplying the prior
quarter’s gross profit by the corresponding merit percentage below:

     

    Growth of 5 to 9.99% would allow for a
..04% (.0004) merit

    Growth of 10 to 14.99% would allow for
a .06% (.0006) merit

    Growth of 15(+)% would allow for a .08%
(.0008) merit

     

    DATED the 18th day of
November,
2009.

     

    DLORAH,
INC.

    
      
        
          	 
      	 
      	
                  /s/ Ronald Shape

                
	 
      	 
      	
                  Ronald
      Shape, Ed.D.

                
	
                  By:

                	
                  /s/ Robert D. Buckingham

                	 
      	 
      
	 
      	
                  Robert
      D. Buckingham

                	 
      	 
      
	
                  Its:

                	
                  Chairman

                	 
      	
                  NATIONAL
      AMERICAN UNIVERSITY

                
	 
      	 
      	
                  DIVISION
      OF DLORAH, INC.

                


        

      

       

      
        
          
            	 
      	 
      	
                    By

                  	
                    /s/ Jerry Gallentine

                  
	 
      	 
      	 
      	
                    Jerry
      Gallentine, Ph.D.

                  
	 
      	
                      

                  	
                    Its:

                  	
                    President

                  


          

        

      

    


    
      
         


      

      
        -14-