0001193125-03-017653 Sample Contracts

1,000,000 Units Whitney Information Network, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • July 9th, 2003 • Whitney Information Network Inc • Services-business services, nec • Florida

Whitney Information Network, Inc., a Colorado corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as Representative (the “Representative”) an aggregate of 1,000,000 Units (the “Firm Units”). Each Unit will consist of one share of common stock (the “Common Stock”) and one warrant to purchase one share of Common Stock of the Company. The Warrants are to be issued under the terms of a Warrant Agreement (the “Warrant Agreement”) by and between the Company and Corporate Stock Transfer, Inc., as warrant agent (the “Warrant Agent”), in substantially the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). The respective number of the Firm Units to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to grant to the Representative an option to purchase in aggregate up to 150,000 additional

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Executive Employment Agreement
Executive Employment Agreement • July 9th, 2003 • Whitney Information Network Inc • Services-business services, nec • Florida

This employment agreement (the “Agreement”) is made and entered into as of June 30, 2003, by and between Whitney Education Group, Inc. a Florida Corporation (the “Company”), and Ronald S. Simon, (the “Employee”).

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