EXHIBIT
10.13

    FIRST
AMENDMENT TO

    EMPLOYMENT
AGREEMENT

     

    PARTIES:

     

    The parties to this First Amendment to
Employment Agreement (this “Amendment”) are Dlorah, Inc., a South Dakota
corporation, having its principal place of business in Rapid City, South Dakota,
(acting by and through its National American University Division) hereinafter
called “Employer,” and Jerry L. Gallentine, of Rapid City, South Dakota, the
designated President of National American University and Dlorah, Inc.,
hereinafter called “President.”

     

    PURPOSE:  

     

    The parties have previously entered
into an Employment Agreement as Amended and Restated September 9, 2003,
effective January 1, 2004 (the “Employment Agreement”).  Pursuant to
the provisions set forth in Section III of the Employment Agreement, President
gave timely notice of termination to terminate the Employment Agreement
effective at the end of the 24 month notice period required.  That
notice was given effective April 15, 2008 and the 24 month period will expire at
midnight, April 14, 2010.  The parties have had discussions concerning
that matter and have agreed to extend the Employment Agreement subject to the
terms and conditions set forth more specifically herein.  The purpose
of this Amendment is to amend and extend the Employment Agreement of Dr.
Gallentine as President.

     

    TERM AND WAIVER OF STATUTORY
PROTECTION:

     

    The parties agree that the term
commenced originally on January 1, 1996, and was extended by Employment
Agreement and the parties further agree that, notwithstanding the Notice of
Termination by the President to the Employer dated April 15, 2008, that the
parties hereby agree that the term of the Employment Agreement shall continue
until terminated by either party upon six (6) months’ written notice to the
other party of the intention to terminate.  In the event the President
gives notice of termination, he shall continue to perform the Employment
Agreement during the six (6) month notice period.  In the event the
Employer gives the notice, the Employer shall determine whether to require the
President to continue to perform
the Employment Agreement during the notice period.

     

    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 President 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,
including the extension of the Employment Agreement, 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 the Employment Agreement may
be enforced as if said statute did not exist.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    COMPENSATION:

     

    The parties acknowledge that the
compensation of the President shall continue according to the terms and
conditions of the Employment Agreement through April 14, 2010, including all
accrued bonus rights now or hereafter accruing during such period. Beginning
April 15, 2010, the President shall be compensated with a salary of $150,000.00
per year. Any bonus provided under the Employment Agreement that is vested as of
April 15, 2010 shall be paid according to the payment terms in the Employment
Agreement specified for such bonus. In addition, in the event the President is
employed and not been continuously employed by the Employer through May 31,
2010, the President shall be entitled to a bonus for the fiscal year ending May
31, 2010. The amount of such bonus shall be determined as provided under
Sections VI.C. through VI.F. of the Employment Agreement, but shall be pro rated
to April 15, 2010. Such bonus shall be paid in full no later than March 15,
2011. In the event the President is employed after May 31, 2010, the President
shall be eligible for bonuses at the discretion of the Board of
Directors.

     

    The parties acknowledge that the
Employer entered into an agreement to merge into a publicly-held company which
shall be known as National American University Holdings, Inc., a Delaware
Corporation. Attached hereto as Exhibit A is an organization chart for National
American University Holdings, Inc., showing the structure of the company upon
completion of the anticipated merger. The parties therefore agree that, in the
event of successful completion of the merger, the President shall be eligible,
at the Employer’s discretion, to participate in any equity-based incentive plan
of the Employer. This compensation shall be as an additional bonus and incentive
compensation to the President and not in lieu of salary.

     

    PERQUISITES:

     

    Article VII, Perquisites, is amended at
Subsection D thereof, to read as follows:

     

    
      	
               
      

            	
              D.

            	
              The
      parties agree that the President may perform this Agreement while spending
      up to one-half of each calendar month at his office located in
      northwestern Kansas or such other location approved by the Chairman
      of the Board of the Employer.  Said office in Kansas or as
      otherwise approved, will be provided by the President but the
      Employer agrees to pay the operational expenses of said office of
      utilities, internet charges and telephone charges.  The
      equipment furnished originally by Employer to equip the office has
      been conveyed to the President pursuant to the terms of the prior
      agreement of the parties.  Any additional equipment required for
      remote office shall be agreed to by the parties, both as to provision and
      any monthly expense or maintenance thereof from time to time as may be
      required.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TERMINATION:

    


    That Article X, Termination, shall be
amended at Subsection B, D and F, with such subsections to read as
follows:

     

    
      	
               
      

            	
              B.

            	
              Resignation
      by the President upon at least six (6) calendar months’ written
      notice in which case the President shall not be entitled to any further
      compensation after said six (6) month
period.

            


    

     

    
      	
               
      

            	
              D.

            	
              Death
      of the President.  If the President dies during the term of
      this Agreement, the Employer agrees to pay to his estate or other
      individual named by him as a beneficiary under this Agreement, for a
      period of twelve (12) months, an amount equal to his base salary as
      determined under Article VI A hereof in effect at the time of his
      death payable monthly, plus bonuses actually vested at the time of his
      death, as provided herein.

            


    

     

    
      	
               
      

            	
              F.

            	
              The
      parties agree that the Employer, acting through the Board of Directors,
      shall have the right to terminate this Agreement at any time upon a
      majority vote of the Board of Directors without proof of cause provided
      that if the cancellation shall be for other than cause, the President
      shall be entitled to receive in addition to any vested bonus, as
      liquidated damages, his then current salary payable monthly for twelve
      (12) months after termination.  The President shall have no
      obligation to seek other employment in such event.  The then
      current base salary shall be paid monthly during the period that such
      amounts are payable hereunder.  The payments made to the
      President under this Paragraph F of this Article X shall be in lieu of any
      and all other entitlements whether contractually or statutorily
      derived.

            


    

     

    REQUIRED SIX MONTH
DELAY:

     

    Notwithstanding any other provision in
this Agreement to the contrary, if at the time of his separation from service,
the President is a “specified employee” within the meaning of Section
409A(a)(2)(B)(i) of the Code, distributions made on account of the President’s
separation from service may not be made before the date that is six (6) months
after the President’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 termination of employment 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 President 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 President reasonably anticipate
that no further services will be performed after a certain date or that the
level of bona fide services the President 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.

     

    CLARIFICATION OF
RESPONSIBILITY: 

     

    Notwithstanding certain statements in
the Employment Agreement, the parties understand and agree that all policy
determination is made by the Board of Directors with advice, where appropriate
of the Board of Governors, and that the President is employed by
and responds to the Board of Directors which determines his
duties.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    RATIFICATION:

     

    The parties hereby ratify, confirm and
approve the Employment Agreement, as amended by the terms of this
Amendment.  In the event of any conflict between the terms of said
Employment Agreement and this Amendment, the terms and conditions of this
Amendment shall govern the interpretation thereof.

     

    PARTIES BOUND:


     

    This Amendment is binding upon the
parties hereto, their personal representatives, estates, successors and
assigns.

    


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    EXECUTED by the parties at Rapid City,
South Dakota on the 18th day of November, 2009.

    


    
      
        
          
            
              	 	
                      /s/ Jerry L. Gallentine

                    
	 	
                      Jerry
      L. Gallentine, President and

                    
	 	
                      Employee

                    
	 	 
      	 
      
	 	
                      DLORAH,
      INC.

                    
	 	 
      	 
      
	 	
                      By:

                    	
                      /s/ Robert D. Buckingham

                    
	 	 
      	
                      Robert
      D. Buckingham, Chairman

                    
	 	 
      	 
      
	 	 
      	
                      NATIONAL
      AMERICAN UNIVERSITY

                    
	 	 
      	
                      DIVISION
      OF DLORAH, INC.

                    
	 	 
      	 
      
	 	
                      By:

                    	
                      /s/ Robert D. Buckingham

                    
	 	 
      	
                      Robert
      D. Buckingham,
Chairman