**Exhibit 10.14**

 

**Gulfstream**

**Referral Services Agreement**

 

ThisAgreement is entered into on June 20, 2003, by and between WhitneyEducation Group, Inc., a Florida corporation, (hereinafter referred to asthe “WEG”) and Gulfstream Development Group LLC, a Florida limited liabilitycompany (hereinafter referred to as “Gulfstream”).

 

**WHEREAS**, WEGis currently engaged in the business of post secondary real estate educationaltraining and has access to students seeking home purchases.

 

**WHEREAS**,Gulfstream has substantial expertise in building and selling homes and isseeking buyers of new homes.

 

**WHEREAS,** WEGhas in the past referred certain students to Gulfstream in order to facilitatethe home buying process and wishes to continue to refer students to Gulfstream.

 

**NOW, THEREFORE,**inconsideration of the mutual covenants and promises herein contained, theparties hereby agree as follows:

 

**1.****             ****Appointment of Gulfstream**

 

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

 

**2.****             ****Past Referrals and Fees**

 

Uponthe execution of this agreement, Gulfstream shall pay to WEG a referral fee inthe amount of one hundred thousand dollars ($100,000.00) as compensation forany and all referrals of students to Gulfstream by WEG, which studentspurchased and closed on a home prior to January 1, 2003.

 

**3.****             ****Future Referrals and Fees**

 

Gulfstreamshall pay to WEG the amount of one thousand dollars ($1,000.00) for eachstudent that WEG refers to Gulfstream that purchase and closes on a home on orafter January 1, 2003.

 

**4.****             ****Notice and Compensation**

 

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

 

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**5.****             ****Term and Termination**

 

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

 

**6.****             ****Indemnification**

 

Gulfstreamshall release, defend, indemnify, and hold harmless WEG, its parentsubsidiaries, affiliates, successors, assigns, trustees, officers, agents, andemployees from all suits, actions, or claims of any character, name, or descriptionincluding reasonable attorney’s fees, brought on account of any injuries ordamages, or loss sustained by Gulfstream or any person or property arising outof or related to services provided under this Agreement, attributed toGulfstream’s negligence or failure to perform or comply with any requirementsof this Agreement, including, but not limited to, any claims for personalinjury or property damage.

 

**7.****             ****Notices**

 

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

 

(a) Noticesto the WEG:

 

RonaldS. Simon

1612E. Cape Coral Parkway

CapeCoral, FL 33904

 

Witha copy to:

 

MarieCode, Esq.

1612E. cape Coral Parkway

CapeCoral, FL 33904

 

(b) Noticesto Gulfstream

 

BrianHaag

4829Coronado Parkway

CapeCoral, FL 33904

4405Manchester Ave

 

Noticessent in accordance with this section shall be deemed effective on the date ofdispatch.  Any changes in the informationset forth in this section shall be upon notice to the other party delivered inthe manner set forth above.

 

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**8.****             ****Entire Agreement**

 

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

 

**9.****             ****Assignment; Binding Effect**

 

Neitherthis Agreement nor any rights, benefits, or obligations under it may be assignedby any party to this Agreement without the prior express written consent of theother party.  Subject to the foregoing,this Agreement shall inure to the benefit of and be binding upon all of theparties to this Agreement and their respective executors, administrators, successors,and permitted assigns.

 

**10.****      ****Severability**

 

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

 

**11.****      ****Construction**

 

Theheadings of the sections contained in this Agreement are for reference purposesonly, and shall not affect the meaning or interpretation of thisAgreement.  The parties have been advisedby counsel in connection with this Agreement. This Agreement shall be construed and interpreted in accordance with theplain meaning of its language, and not for or against either party, and as awhole, giving effect to all the terms, conditions, and provisions of thisAgreement.

 

**12.****      ****Governing Law**

 

ThisAgreement shall be governed by and construed in accordance with the laws of theState of Florida.

 

**13.****      ****Counterparts; Place of Execution**

 

ThisAgreement may be executed in two or more counterparts, which shall togetherconstitute one and the same agreement.

 

**14.****      ****Attorney Fees**

 

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

 

**15.****      ****No Third-Party Benefit**

 

Nothingcontained in this agreement shall be deemed to confer any right or benefit onany person who is not a party to this agreement.

 

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**16.****      ****Failure to Notify**

 

Thefailure 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 bedeemed a waiver of that term, covenant or condition, nor shall any waiver orrelinquishment of that right or power for all or any other times under thisAgreement.

 

**17.****      ****Applicable Law**

 

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

 

**18.****      ****Authority**

 

Theparties warrant that they have the authority to enter into this Agreement andthat entering into this Agreement is not restricted or prohibited by anyexisting agreement to which they are parties.

 

**19.****      ****Right to Audit**

 

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

 

**INWITNESS WHEREOF,** theparties hereto have caused this agreement to be executed by their respectiveduly 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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