FULFILLMENT AGREEMENT

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Exhibit 10.6

FULFILLMENT AGREEMENT

        THIS FULFILLMENT AGREEMENT ("Agreement") is made and entered into this 1st day of August, 2005, ("Effective Date"), between Whitney Information Network, Inc. ("Company"), a corporation duly organized and incorporated in the State of Colorado, and EduTrades, Inc. ("Contractor"), a corporation duly organized in the State of Nevada.

WITNESSETH:

        WHEREAS, Company is in the business of developing, producing and marketing post secondary educational curriculum on real estate, business development, financial investment and asset protection;

        WHEREAS, Contractor possesses special expertise and knowledge in the post secondary educational area of financial investing and training;

        WHEREAS, Company is interested in soliciting Contractor's services to fulfill certain outstanding obligations and Contractor desires to fulfill such obligations, in accordance with the terms and conditions set forth below.

        NOW, THEREFORE, in 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 TO BE PERFORMED BY CONTRACTOR

        1.01 Contractor shall serve Company by fulfilling all of the Company's outstanding stock market/financial training obligations sold to students and incurred by the Company prior to August 1, 2005. These training obligations shall encompass all obligations related to the stock market training, including mentoring sessions, sold by Company or any of Company's business entities prior to August 1, 2005 that have not yet been fulfilled. Each outstanding course or mentorship that has not been fulfilled shall be deemed an unfulfilled training obligation.

        1.02 Contractor shall be responsible for making all necessary arrangements to provide fulfillment of the training obligations in a timely manner, including but not limited to venue selection, arrangement of dates, providing speakers and materials. All costs associated with the aforementioned activities are the sole responsibility of Contractor.

        1.03 Contractor may deliver training in any of the following manner: (a) delivery of live classes; (b) delivery of classes via Web Cast; (c) delivery of class On-Demand (internet); and/or (d) deliver of classes by DVD.

        1.04 Contractor agrees to prepare and maintain full, accurate and complete records of each fulfilled obligation. Contractor agrees to provide Company with reporting of fulfillment results in a format and frequency set forth in Exhibit "A," which has been mutually agreed upon by Contractor and Company.

        1.05 Contractor shall provide the services under this Agreement in a professional, courteous manner, consistent with industry standards. Contractor shall comply with all applicable association, local, state, and federal laws, ordinances, rules, regulations and codes.

        1.06 Contractor shall be solely responsible for and shall hold the Company harmless for any and all costs of its doing business including without limitation, all employees Contractor chooses to hire, all taxes, income tax, FICA, workman's compensation, rent, utilities, withholding, postage, telephone, photocopying, salaries, travel, and all other direct and indirect overhead costs. Contractor agrees to follow all wage and salary requirements as set forth by local, state and federal law.

ARTICLE 2: SERVICES TO BE PERFORMED BY COMPANY

        2.01 Company shall provide Contractor with access to the customer database so as to allow Contractor the ability to gather whatever information may be required for Contractor to fulfill their obligations under this agreement.

        2.02 Company shall inform Contractor of any new, related, modified or changed information concerning the obligations to be fulfilled by Contractor.

        2.03 Company shall retain control and complete ownership of all leads provided to Contractor.

ARTICLE 3: COMPENSATION

        3.01 Company shall pay to Contractor the following amount for each training obligation fulfilled under this Agreement:

        (A)  For all training, except mentorships:

        i.      If fulfilled by delivery of live classes, $1,500 per primary student.

        ii.     If fulfilled by delivery of classes via Web Cast, $1,000 per primary student.

        iii.    If fulfilled by delivery of On Demand classes, $10 per primary student.

        iv.    If fulfilled by delivery of classes by DVD, $50 per primary student.

        (B)  For all mentoring:

        i.      One-on-One, $4750.

        ii.     Two-on-One, $3500 per student.

        iii.    Three-On-One, $2500 per student.

        3.02 Contractor shall remit a fully documented billing statement within thirty (30) days of every months end. Any refunds remitted by the Company after the Company has remitted payment to the Contractor will be taken out of the Contractor's next payment.

        3.03 In the event of a dispute, the Company agrees to submit timely payment to Contractor for all undisputed amounts. Company reserves the right to retain any disputed amount, without interest or penalty, until any such suit(s), action(s) or claim(s) for injuries or damages are settled, and satisfactory evidence to that effect is provided to Company.

ARTICLE 4: TERM AND TERMINATION

        4.01 Term. The date of commencement of this Agreement shall be on the Effective Date first set forth above and shall continue until August 1, 2006.

        4.02 Immediate Right to Terminate. Company shall have the right to immediately terminate this Agreement by giving written notice to Contractor in the event that the Contractor does any of the following:

        A.    Files a petition in bankruptcy or is adjudicated bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or if Contractor discontinues or dissolves its business.

        B.    Engages in any illegal, unfair, or deceptive business practices or unethical conduct whatsoever.

        C.    In the event of any sale of a majority interest in Contractor to a third party, except in the event of an Initial Public Offering (IPO).

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