ADMINISTRATIVE SERVICES AGREEMENT

Exhibit 10.16

ADMINISTRATIVE SERVICES AGREEMENT

THIS ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") is made and entered into this 18 ^th day of July, 2006, ("Effective Date"), between Whitney Education Group, Inc. ("Whitney"), a corporation duly organized and incorporated in the State of Florida, and Rich Dad Education ("Rich Dad"), a Wyoming limited liability company.

WITNESSETH:

WHEREAS, Whitney is in the business of developing, producing, marketing, and fulfilling post secondary education curricula on finance and real estate, business development, and asset protection;

WHEREAS, Rich Dad is in the business of developing, producing, and marketing post secondary educational curricula in real estate, securities, financial investment, and asset production;

WHEREAS, the parties desire Whitney’s assistance to perform certain business operations in a cost effective and efficient manner;

NOW, THEREFORE, for good and valuable consideration of the mutual covenants and promises herein contained, the parties, each intending to be legally bound, hereby agree as follows:

TERMS AND CONDITIONS

ARTICLE 1: SERVICES, TERMS &CONDITIONS

1.01          Whitney shall serve Rich Dad by providing and performing the following services:

(a)            administrative and operational assistance as needed through the following departments:

[***] Confidential treatment requested. Omitted portions have been filed separately with the Securities and Exchange Commission.

(b)            supervise and direct the general operations of the departments listed in 1.01 (a);

(c)            operate these departments efficiently and with proper economy;

(d)            develop internal policies necessary for the creation of the greatest possible net income;

(e)            collect revenue;

(f)             stimulated the general business of Rich Dad;

(g)            employ at WIN’s expense such officers, assistants, employees, sales personnel, and operations staff as may be requires to continue that standard and quality of management and operation at a level not lower than that heretofore maintained;

(h)            perform all other acts necessary or desirable in the operation of these services

1.02          Whitney shall permit Rich Dad to utilize certain Whitney assets and services, including office space and equipment, as agreed upon by the parties.

1.03          Whitney agrees to prepare and maintain full, accurate, and complete records of all services provided under this Agreement.  Upon request, Whitney agrees to provide Rich Dad with reporting of services provided in a format to be mutually agreed upon by the parties.

1.04          Whitney shall provide the services under this agreement in a professional, courteous manner, consistent with industries standards.  Whitney shall comply with all codes.  Whitney shall keep all information generated as a result of this Agreement confidential and shall make all reasonable efforts to keep such information away from competing companies

1.05          Except as provided for in the Operating Agreement, in providing the services hereunder, Whitney shall not at any time do or cause to be done any actor thing or make or cause to be any omission that would:

(a)            tend to impair or damage the goodwill associated with any trademarks or service marks used by Rich Dad, whether such marks are owned by Rich Dad or used under license from a third party;

(b)            contest or in anyway impair or intend to impair any part of the licensor’s right, title, and interest in trademarks or service marks used by Rich Dad, under license from a third party;

(c)            violate or infringe any right of privacy or publicity, copyright, or trademark or constitute defamatory, obscene or unlawful matter, or otherwise violate or infringe any personal or proprietary rights of any person, firm, or corporation

1.06          Restrictions on Authority of Managers

[***] Confidential treatment requested. Omitted portions have been filed separately with the Securities and Exchange Commission.

(a)            Except as may be contained in the Approved Budget, Whitney shall not have the authority to, and covenants and agrees that it shall not, do any of the following acts without the consent of the Members:

(i)             Confess a judgment against Rich Dad in an amount in excess of $100,000

(ii)            possess tangible or and intangible property acquired by Rich Dad or and any improvements thereto (Rich Dad Property), or assign rights in specific Rich Dad Property, for other than a Security purpose;

(iii)           Knowingly perform any act that would subject Rich Dad Education or any parent, affiliates, subsidiaries, officers, directors, agents, owners, employees, trustees, successors, and assigns of Rich Dad (other than Whitney) to liability as a partner in any jurisdiction;

(iv)           Cause Rich Dad to acquire any equity or debt securities of Whitney or any of its/their, or otherwise make loans to Whitney or any of its/their affiliates.  As used herein "affiliate" means (i) any entity directly or indirectly controlling, controlled by, or under any common control with Whitney, (ii) any entity owning or controlling ten percent (10%) or more of the outstanding voting interests of Whitney, (iii) director, general partner, trustee, or holder of ten percent (10%) or more of the voting interests of any entity described in clauses (i) through (iii) of this sentence.  For purposes of this definition, the term "controls," "is controlled by," or "is under common control with" shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise.

(v)            Cause Rich Dad to sell or otherwise issue any additional equity interests or shares in Rich Dad Education; or

(vi)           Sell or otherwise dispose of all or substantially all of the Rich Dad Property, except for a liquidating sale of Rich Dad Education Property in connection with the dissolution of Rich Dad;

(vii)          Cause Rich Dad to voluntarily take any action that would cause a Bankrupt