STOCKHOLDERS AGREEMENT

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Exhibit 10.02

STOCKHOLDERS AGREEMENT

        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 ").

WITNESSETH:

        WHEREAS, pursuant to a Securities Purchase Agreement, dated as of the date hereof, between the Company, Purchaser and certain other purchasers of Company securities signatory thereto (the " Purchase Agreement "), Purchaser has agreed, subject to the terms and conditions thereof, to acquire 1,100,000 shares of common stock of the Company, no par value per share and certain warrants to purchase Common Stock;

        WHEREAS, the Company, Purchaser and certain other purchasers of Company securities signatory thereto are party to a Registration Rights Agreement, dated as of the date hereof (the " Registration Rights Agreement "); and

        WHEREAS, the parties hereto desire to provide for certain rights and obligations and other agreements in respect of the Units (as such term is defined in the Purchase Agreement) and the management of the Company and EduTrades, all as hereinafter provided.

        NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

        Section 1.1.     Definitions.     Capitalized terms not defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement.

ARTICLE II
RIGHTS AND OBLIGATIONS OF STOCKHOLDERS, EDUTRADES AND THE COMPANY

        Section 2.1.     Preemptive Rights.     Following the Closing, if the Company shall (other than in connection with the issuance of Common Stock or Common Stock Equivalents to employees, officers, directors, consultants or agents of the Company or any of its direct or indirect Subsidiaries with respect to any employee benefit plan, incentive award program or other compensation arrangement approved by the board of directors of the Company) (A) issue any Common Stock, (B) issue any Common Stock Equivalents or (C) enter into any contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance of any Common Stock or Common Stock Equivalents, prior to taking any such action described in the foregoing clause (A), (B) or (C), the Company shall deliver a notice to Purchaser stating the number of Common Stock or Common Stock Equivalents proposed to be issued and the price and other material terms on which it proposes to issue such Common Stock or Common Stock Equivalents. Within fifteen (15) days after receipt of such notice, Purchaser may elect to:

        (i)    purchase that number of shares of Common Stock (or Common Stock Equivalents, as the case may be) at the same purchase price as the price for the additional Common Stock (or Common Stock Equivalents) to be issued so that, after the issuance, all of such Common Stock (or Common Stock Equivalents), together with all Common Stock (or Common Stock Equivalents) to be issued pursuant to this Section 2.1 in connection therewith, Purchaser would, in the aggregate, hold the same proportional interest of each class of outstanding Common Stock (assuming, in the case of an issuance of Common Stock Equivalents, the conversion, exercise or exchange thereof) as was held by Purchaser prior to the issuance of such class of additional Common Stock (or Common Stock Equivalents); or

        (ii)   include in such issuance such number of shares of Common Stock as Purchaser may elect, which the Company shall sell on Purchaser's behalf at the same purchase price as the price for the shares of additional Common Stock (or Common Stock Equivalents, as the case may be) to be issued.

        (b)   In the event that Purchaser exercises rights under Section 2.1(a)(ii) and following such exercise there is a change in the price or terms of the proposed issuance, then the Company shall promptly notify Purchaser of the revised price or terms and, if the price has changed at all or the other terms have changed materially, Purchaser shall have the right to rescind the exercise of its rights under Section 2.1(a)(ii) by notice to the Company within five business days of receipt of the notice from the Company.

        Section 2.2.     Right of First Offer.     

        (a)   Except for transfers to Permitted Transferees, if following the Closing Whitney (or its Permitted Transferee) (the " Transferring Stockholder ") desires to transfer, sell, assign, pledge, hypothecate, encumber, or otherwise dispose of, all or any portion of any Common Stock or any economic interest therein (including without limitation by means of any participation or swap transaction) (each, a " Transfer ") all or part of its Common Stock to a third party, the Transferring Stockholder shall, at least fifteen (15) days prior to such Transfer, deliver a notice of such offer (the " Offer Notice ") to Purchaser. At a minimum, the Offer Notice shall be in writing and shall contain (i) the description and number of shares of Common Stock that the Transferring Stockholder proposes to Transfer; (ii) the name and address of the proposed third party transferee; (iii) the proposed purchase price, terms of payment and other material terms and conditions of such proposed transfer; and (iv) an estimate, in the Transferring Stockholder's reasonable judgment, of the fair market value of any non-cash consideration offered by the proposed transferee. The Offer Notice shall be deemed to be an offer of the subject Common Stock to Purchaser on the same terms and conditions as proposed by such third party. Purchaser shall first have the right, but not the obligation, to purchase all, but not less than all, of the Common Stock specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder within fifteen (15) days after the delivery of the Offer Notice (the " Purchaser Election Period "). Purchaser may choose to have a designee purchase any Common Stock elected by it to be purchased hereunder, and references to Purchaser in this Section 2.2(a) shall refer to such designee as the context requires; provided that if such designee is not an Affiliate of Purchaser, references to Purchaser in this Section 2.2(a) shall not refer to such designee, and instead such designee shall only have the right, but not the obligation, to purchase all of the Common Stock specified in the Offer Notice after the application of Section 2.2(b) and only in the event that Purchaser does not elect to purchase all of the Common Stock of the Transferring Stockholder subject to the Offer Notice.

        (b)   If Purchaser has elected to purchase Common Stock from the Transferring Stockholder, the Transfer of the Common Stock shall be consummated as soon as practicable after the delivery of the election notice, but in any event within the later of (i) fifteen (15) days after the expiration of the Purchaser Election Period or (ii) ten (10) days after the receipt of all necessary regulatory approvals (including but not limited to the expiration or termination of the waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, if applicable). At the closing of the purchase of such Common Stock, the Transferring Stockholder shall provide representations and warranties customary for transactions of this type, including those as to title to such securities and that there are no liens or other encumbrances on such securities (other than pursuant to this Agreement) and shall sign such stock powers and other documents as may reasonably be requested by Purchaser. In the event the Offer Notice provides for any non-cash consideration for the Common Stock, Purchaser and the Transferring Stockholder shall negotiate in good faith to determine the all-cash equivalent of the consideration proposed in the Offer Notice. Purchaser shall only be required to pay cash for the Common Stock being Transferred by the Transferring Stockholder. To the extent that Purchaser has not elected to purchase all of the Common Stock being offered, the Transferring Stockholder may, within ninety (90) days after the expiration of the Purchaser Election Period, Transfer the Common Stock to the third parties identified in the Offer Notice at a price no less than the price per share specified in the Offer Notice and on other terms no more favorable to such third parties than those specified in the Offer Notice, and such purchases shall be conditioned upon all such third parties executing a counterpart of this Agreement and such other documents as may be reasonably requested by Purchaser. In the event that such Transfer is not consummated within such time period for any reason or if the price per share or other terms of such Transfer become more favorable to such third parties identified in the Offer Notice, then the restrictions provided for herein shall again be effective, and no Transfer of such Common Stock may be made thereafter without again offering the same to Purchaser in accordance with this Section 2.2.

        (c)   For purposes of this Agreement, " Permitted Transferee " shall mean: (i) any Affiliate of Whitney (or its Permitted Transferee), (ii) the heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of Whitney (or its Permitted Transferees), (iii) for estate planning purposes, any trust, the beneficiaries of which include only Permitted Transferees referred to in clause (ii) and spouses and lineal descendants of Permitted Transferees referred to in clause (ii) and (iii) a corporation or partnership, a majority of the equity of which is owned and controlled by Whitney or any Permitted Transferees referred to in clauses (i), (ii), or (iii); provided , that any such Permitted Transferee referred to in the foregoing clauses agrees in writing to be bound by the terms of this Agreement.

        Section 2.3.     Company Board.     (a) Whitney hereby agrees that it will vote all of its Common Stock, Common Stock Equivalents and any voting stock of EduTrades (together with the Common Stock and Common Stock Equivalents, " Voting Stock ") owned or held of record by Whitney so as to elect (as of the Closing Date) and, during such period as this Section 2.3 is effective, to continue in office a Company Board and board of directors of EduTrades (the " EduTrades Board ") that will include at least one designee of Purchaser (the " Purchaser Designee ").

        (b)   The Company and EduTrades, acting through the Company Board and the EduTrades Board, respectively, each agree to (i) immediately following the Closing, in accordance with applicable law and the Company's Certificate of Incorporation and By-Laws, elect the Purchaser Designee to such board of directors, (ii) include in its annual proxy statement (or any other solicitation of stockholder consent) the nomination and recommendation of such board of directors that the stockholders approve the re-election or appointment, as the case may be, of the Purchaser Designee to such board of directors and (iii) use its reasonable best efforts to obtain such approval.

        (c)   If at any time Purchaser shall notify the Company or EduTrades of its desire to remove, with or without cause, any Purchaser Designee, the Company or EduTrades, as the case may be, shall use its reasonable best efforts to cause the removal of such Purchaser Designee from the Company Board or the EduTrades Board, as the case may be, and Whitney shall vote all of the Voting Stock owned or held of record by Whitney so as to remove such Purchaser Designee.