0001047469-06-000352 Sample Contracts

STOCKHOLDERS AGREEMENT
Stockholders Agreement • January 11th, 2006 • Whitney Information Network Inc • Services-educational services • Florida

STOCKHOLDERS AGREEMENT dated as of December 12, 2005 (this "Agreement") among Whitney Information Network, Inc. (the "Company"), Prides Capital Fund I, L.P., a Delaware limited partnership, or its assignee, acting through Prides Capital Partners, LLC, a Delaware limited liability company ("Purchaser"), EduTrades, Inc. ("EduTrades") and Russell A. Whitney ("Whitney").

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 11th, 2006 • Whitney Information Network Inc • Services-educational services • Florida

This Securities Purchase Agreement (this "Agreement") is dated as of December 12, 2005, by and among Whitney Information Network, Inc. (the "Company"), Russell A. Whitney ("Whitney") and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 11th, 2006 • Whitney Information Network Inc • Services-educational services • Delaware

This Registration Rights Agreement (this "Agreement") is made and entered into as of December , 2005 among Whitney Information Network, Inc. (the "Company"), Russell A. Whitney ("Whitney") and the Persons identified as "Holders" on the signature page hereto (each such Person is a "Holder" and all such purchasers are, collectively, the "Holders").

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