SEPARATION AGREEMENT

EXHIBIT 10.1

SEPARATION AGREEMENT

This Separation Agreement (“Agreement”) is made and entered into as of this 17th day of October, 2008, by and among John F. Kane, (“Employee”), and Whitney Information Network, Inc. (“WIN”) on behalf of itself and its subsidiary and affiliated companies, and their respective successors and assigns (collectively “Employer”).  Employee and Employer are collectively referred to as the Parties throughout this Agreement.

In consideration of the mutual covenants, promises, and conditions expressed in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the Parties agree as follows:

1.                                  Resignation.     Employee hereby resigns, and Employer hereby accepts such resignation, from Employee’s employment with Employer effective as of October 17, 2008 (“Separation Date”).  Employee further hereby resigns from all positions held by Employee as an officer or director of Employer, effective as of the Separation Date.  Concurrently with the execution and delivery of this Agreement, and as a condition to Employer’s obligation to pay the Separation Benefit as set forth in Section 2, below, Employee shall execute and deliver his written resignations (individually, “Written Resignation” and collectively, “Written Resignations”), in the form attached hereto as Exhibit A, from WIN and each and every subsidiary, affiliate, and trust of Employer of which Employee is an officer, director, or trustee, including, but not necessary limited to, the positions with WIN and its subsidiaries, affiliates, and trusts as set forth in Exhibit B attached hereto.  Employee acknowledges and agrees that after the Separation Date, he will not have the authority to represent or bind Employer as an executive officer of Employer.  The Parties further acknowledge and agree that the resignation by Employee pursuant to this Agreement shall be deemed a “Voluntary Termination” pursuant to that certain Executive Employment Agreement (the “Employment Agreement”) dated June 30, 2003 by and between Employee and Whitney Education Group, Inc., a wholly owned subsidiary of WIN.  Employer shall pay Employee (i) all salary and vacation pay Employee accrued as of the Separation Date, (ii) vested deferred compensation (other than pension plan or profit sharing plan benefits, if any, which will be paid in accordance with the applicable plan), and (iii) the remaining unpaid balance of the $230,000 performance bonus the WIN Board of Directors conditionally authorized on May 23, 2008 (“2007 Performance Bonus Balance”); provided, however that Employer shall only be obligated to make payment of the remaining balance of the 2007 Performance Bonus Balance if and to the extent approved by the WIN Board of Directors as described in WIN’s Form 8-K report dated May 23, 2008 and filed with the Securities and Exchange Commission.  Except as provided in this Paragraph 1 of this Agreement, the Employee acknowledges and agrees that this Agreement shall serve to terminate the Employment Agreement as of the Separation Date and this Agreement sets forth all of the compensation payable to him.  In the event of a conflict between the terms and conditions of the Employment Agreement and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall apply. Without limiting the generality of the foregoing sentence, Employee hereby waives any and all claims to salary, incentive payments, bonuses, or benefits of any kind, whether based on or arising out of the Employment Agreement or otherwise, except as expressly

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provided for in this Section 1 or as otherwise prohibited by law.   Employee agrees that he will submit all vouchers for reasonable business expenses prior to his Separation Date or as soon thereafter as is practicable.  Employer agrees to reimburse Employee for such expenses with within seven (7) days of receipt of any such voucher.  Employee agrees to return to the Employer, on or as soon as practicable after the Separation Date, all Employer property or copies thereof, including, but not limited to, files, records, computer access codes, computer programs, keys, card key passes, instruction manuals, documents, business plans, and other property that he received, prepared, or helped to prepare in connection with his employment with the Employer.

2.                                  Separation Benefit.     In consideration of the releases Employee grants pursuant to Section of 3 of this Agreement, Employer shall provide Employee severance benefit of an amount equal to three (3) months of Employee’s current base rate of pay, less all applicable withholding taxes and any other amounts required by law to be withheld. (“Separation Benefit”).  The Employer shall pay the Separation Benefit in bi-weekly equal installments on the dates that are Employer’s regular pay days for its employees in an amount equal to the bi-weekly amount of salary payable to Employee as of the Separation Date until the Separation Benefit has been paid in full; provided however, that Employer shall pay the Separation Benefit in full no later than December 31, 2008; and provided further that Employer may prepay any remaining balance of the Separation Benefit, in whole or in part, at any time or from time to time prior to December 31, 2008.  Employer’s obligation to make payments to Employee under this Agreement is conditioned upon Employee’s compliance with all of his covenants and obligations contained in this Agreement and those sections of the “Confidentiality, Non-Compete and Non-Solicitation Agreement (Employee)” as set forth in Section 11 below.

3.                                  Waiver and Release.     (a) In exchange for the Separation Benefit provided by Employer pursuant to Section 2 above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Employee on behalf of himself and his past, present and future agents, representatives, attorneys,  heirs, executors, assigns and successors, and all other persons connected therewith, hereby releases and forever discharges Employer, and all of its past, present and future agents, representatives, principals, attorneys, affiliates, owners, members, shareholders, officers, directors, employees, assigns and successors (collectively “Releasees”), of and from any and all legal, equitable or other claims, demands, setoffs, defenses, contracts, accounts, suits, debts, agreements, actions, causes of action, sums of money, judgments, findings, controversies, disputes, or past, present and future duties, responsibilities, obligations, or suits at law and/or equity of whatsoever kind, from the beginning of time to the date hereof, including, without limitation, any and all actions, causes of action, claims, counterclaims, third party claims, and any and all other federal, state, local and/or municipality statutes, laws and/or regulations and any ordinance and/or common law pertaining to employment and any and all other claims, counterclaims and/or third party claims which have been or which could have been asserted against any party in any court, arbitration or other forum involving the subject matter of the Agreement.

(b) By signing this Agreement, Employee knowingly and voluntarily fully releases and forever discharges Releasees of and from all claims, demands, and liability of any kind arising under any statute, law or ordinance pertaining to employment, including, without limitation, Title

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VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the National Labor Relations Act, the Americans with Disabilities Act, any state human rights act, or the Age Discrimination in Employment Act (“ADEA”).  It is understood that the acceptance of this Agreement by Releasees is not to be construed as an admission of liability on their part.  Employee further understands and agrees that this Agreement is intended to cover all actions, causes of action, claims, and demands for damages, loss or injury arising from the beginning of time until the date of this Agreement, whether presently known or unknown to the Employee.

(c)                             In accordance with provisions of the ADEA, as amended, 29 U.S.C. §601-634, the Employee is hereby provided a period of twenty-one (21) days from the date of receiving this Agreement to review the waiver of rights under the ADEA and sign this Agreement.  Furthermore, the Employee has seven (7) days after the date of signing the Agreement (“Revocation Period”) to revoke the Employee’s consent.  This Agreement shall not become effective or enforceable until the Revocation Period has expired.  If the Employee does not deliver a written revocation to Marie B. Code, General Counsel, c/o Whitney Information Network, Inc., 1612 E. Cape Coral Parkway, Cape Coral, FL 33904, before the Revocation Period expires, this Agreement will become effective.

(d)                            Employee is hereby advised to consult with an attorney prior to executing this Agreement.  The Employee acknowledges that he has been given a reasonable time in which to consider the Agreement and seek such consultation and warrants that the Employee has consulted with knowledgeable persons concerning the effect of this Agreement and all rights that the Employee might have under any and all state and federal law relating to employment and employment discrimination.  The Employee fully understands these rights and that by signing this Agreement the Employee forfeits all rights to sue Releasees for matters relating to or arising out of employment and termination.  The Employee may preserve a legal right to sue by refusing to sign this Agreement, in which case the Employee will not receive the Separation Benefit.

(e)                             Nothing in this Section 3 shall release Employer from its obligations to Employee as set forth in this Agreement.  In addition, nothing in this Section 3 shall impair Employee’s rights, if any, to indemnification from WIN pursuant to and in accordance with the by-laws of WIN.

4.                                  SEC Sub-certifications.     Employee covenants and agrees that Employee shall execute and deliver, substantially in the form attached hereto as Exhibit C, Employee’s sub-certifications (“Sub-certifications”) in support of the Sarbanes-Oxley Section 302 and Section 906 certifications of WIN’s Chief Executive Officer and Chief Financial Officer for all of WIN’s 1934 Act filings and disclosures relating to WIN’s financial statements for 2003, 2004, 2005, and 2006 and for WIN’s 2006 Form 10-K/A, 2007 Form 10-K, 2007 Form 10-Qs and the Form 10-Q for each of the first three quarters of 2008, all within three (3) business days of request therefor.  In addition, Employee shall, for a period of one (1) year after the Separation Date, provide such assistance, cooperation, consultation, and information, and, to the extent Employee is able to do so truthfully, shall execute and deliver such documents, including, by way of example and not limitation, Sub-certifications, affidavits, and certifications, as may be requested by Employer from time to time with respect to any filings made by WIN with the SEC.

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5.                                  Non-Disparagement.     Employee agrees that he will not, in any private conversation or public forum (i.e., in lectures, to the media, in published articles, to analysts, or in comparable forums), (a) criticize, denigrate, speak adversely of, or make any statements that could reasonably be interpreted or construed as being negative, critical, derogatory, or otherwise harmful to, or (b) disclose negative information about, the operations, management or performance of, the Employer or about any director, officer, employee or agent of the Employer.

6.                                  No Admission of Liability.     This Agreement shall not in any way be construed as an admission by either party that it has acted wrongfully with respect to the other, or that either party has any rights whatsoever against the other.

7.                                  Entire Agreement.     This Agreement contains the entire agreement of the Parties and replaces any prior or contemporaneous written or oral representations or understandings about this matter.  This Agreement may not be changed except in writing signed by the Parties or their respective attorneys.

8.                                  Successors.     This Agreement shall be binding on and shall inure to the benefit of Employer, its parent and/or subsidiary companies, and the successors, predecessors, shareholders, officers, directors, representatives, agents, and employees of the foregoing entities, as well as its assigns.

9.                                  Governing Law.     The Parties agree that this Agreement is being consummated in Florida and that performance by the Parties of this Agreement is in Florida.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida.  Any legal proceeding of any nature either party brings against the other to enforce any right or obligation under this Agreement, or arising out of any matter pertaining to this Settlement Agreement, shall exclusively be submitted to the United States District Court for the Middle District of Florida, Fort Myers Division, in Fort Myers, Florida.  The Parties consent and submit to the exclusive jurisdiction of this Court and agree to accept service of process outside the State of Florida in any matter to be submitted to any such court pursuant to this Agreement.

10.                            Knowing and Voluntary Assent.     In executing this Agreement, Employee hereby represents that the has been afforded a reasonable opportunity to consider this Agreement; that he has completely and carefully read this Agreement; that Employer has advised him to consult with an attorney of his own choice prior to executing this Agreement, and relied on the legal advice of his attorney; that he has had the opportunity to have an attorney explain to him the terms of this Agreement; that he knows and understand the contents of this Agreement; and that the terms of this Agreement are satisfactory to him..

11.                            Confidential Information, etc.,     Employee hereby ratifies and affirms, and agrees to fully and faithfully perform and abide by Section 2 (Proprietary Rights), Section 3 (Covenant Not to Compete) (as modified by this Section 11), Section 4 (Covenant Not to Solicit Customers/Clients), Section 5 (Covenant Not to Solicit Employees, Independent Contractors an/or Vendors), and Section 6 (Covenant Not to Violate Company Confidences) of that certain

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“Confidentiality, Non-Compete and Non-Solicitation Agreement (Employee)” dated April 1, 2003 by and between Whitney Education Group, Inc., and Employee (“Confidentiality Agreement”), a copy of which is attached hereto as Exhibit D.  Employee further acknowledges and agrees that such obligations survive the termination of Employee’s employment with Employer in accordance with the terms of the Confidentiality Agreement.  Notwithstanding the foregoing, the Parties acknowledge and agree that the Employee’s obligation not to compete as set forth in Section 3 (Covenant Not to Compete) of the Confidentiality Agreement shall expire on July 18, 2009.

12.                            Severability.     In the event that any one or more of the provisions contained herein shall for any reason be held to be unenforceable in any respect under the law, such unenforceability shall not affect any other provision of this Agreement, but, with respect only to the jurisdiction holding the provision to be unenforceable, this Agreement shall then be construed as if such unenforceable provision or provisions had never been contained herein.

13.                            Further Assurances/Cooperation.     Employee shall, from time to time, perform such other acts and execute and deliver any and all such other instruments, documents or letters as may be required by law or as Employer reasonably requests to establish, maintain and protect the rights and remedies of Employer and to carry out the intent and purpose of this Agreement.  Without limiting the generality of the foregoing, Employee shall execute and deliver any and all documents necessary or appropriate to remove Employee as an authorized signatory to any and all bank accounts and other financial accounts, including, but not necessarily those accounts listed in Exhibit E, attached hereto.  In addition, Employee shall provide such assistance, cooperation, consultation, and information as Employer may reasonably request from time to time with respect to matters affecting or related to the Employer and in which Employee was involved or has knowledge, including, but not limited to, governmental investigations, contracts, litigation, and financial matters.  Employer shall reimburse Employee for any reasonable out-of pocket expenses Employee in performing such acts and in executing, delivering instruments, documents, or letters.

14.                            Compliance with Securities Laws.     Employee acknowledges and agrees that WIN is a public company and certain federal and state securities laws, including but not limited to laws relating to Regulation FD, insider trading, and Section 16 beneficial reporting requirements, might continue to apply to him, even though he no longer serves as an executive officer, director or employee of WIN.  Employee agrees that he will comply with any securities laws that are applicable to him after the Separation Date and will rely upon his own legal counsel to advise him of any such requirements.

15.                            Termination; Injunctive Relief.     Employer may terminate this Agreement for Cause.  “Cause” shall mean (i) any action or omission of Employee which constitutes a willful and material breach of this Agreement that is not cured or as to which Employee has not commenced diligent attempts to cure within 10 business days after receipt by Employee of notice of such breach.  Employer may also terminate this Agreement if it discovers that Employee has committed any acts or omissions under the Employment Agreement that would have permitted Employer to terminate Employee for “Cause,” as defined in the Employment Agreement.  Employee understands and agrees that a violation of Paragraphs 1, 3, 4, 5, 11, or 13 will be

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considered a material breach of this Agreement.  Employee acknowledges and agrees that irreparable harm would result from any breach by Employee of the covenants contained in Paragraphs 1, 3, 4, 5, 11, or 13 of this Agreement and that monetary damages alone would not provide adequate relief for any such breach.  Accordingly, the parties agree that injunctive relief in favor of Employer would be proper.  Employee further agrees, that in the event of such willful and material breach, in addition to any other relief directed by a court of competent jurisdiction, (i) to return promptly to Employer consideration of all installment payments of the Separation Benefit Employee received, except for $1,000.00, (ii) that Employer shall be released from any further obligation to make any further payments of the Separation Benefit; and (iii) to pay Employer all of its actual attorney’s fees and costs incurred in any action, suit, or other proceeding brought by or on behalf of Employer to recoup payments of the Separation Benefit to which it is entitled under this Section.

16.                       Assignment; Waivers.     Nothing in this Agreement shall be construed to permit the assignment by either party of any of its rights or obligations hereunder, and such assignment is expressly prohibited without the prior written consent of the other party, which consent shall not be unreasonably delayed or withheld. The waiver by either party hereto of a breach or violation of any term or provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation. Notwithstanding the foregoing, Employer shall have the absolute right to, assign or otherwise assign its rights and obligations hereunder to any parent or subsidiary of Employer, or to a subsidiary of the parent of Employer, or to a corporation with which Employer may merge or consolidate, without Employee’s consent.

17.                            Counterparts.     This Agreement may be executed in any number of counterparts with the same effect as if each party hereto had signed the same document.  All counterparts shall be construed together and shall constitute one agreement.  The parties agree that the delivery of facsimile counterparts followed by the conveyance of originally signed documents shall be sufficient to evidence the parties’ intent for the ratification of this document.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement or caused this Agreement to be executed the day and year first above written.

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EXHIBIT A

FORM OF WRITTEN RESIGNATION

I hereby resign as President and Director of the following entities effective as of October 17, 2008:

Whitney Information Network, Inc. (President and Chief Operating Officer)

American Home Buyers Alliance, Inc.

Coral Aviation, Inc.

EduTrades, Inc.

Mortgage Reduction System EquityCorp.

Wealth Intelligence Academy, Inc.

Whitney Consulting Services, Inc.

Whitney Education Group, Inc.

Rich Dad Education Limited (Canada)

Rich Dad Education Limited (UK)

Whitney Canada, Inc.

I hereby resign as Director of the following entities effective as of October 17, 2008:

Whitney Development Limited

Whitney International Limited

Whitney UK Limited

Furthermore, I hereby resign as Trustee of the following entities effective as of October 17, 2008:

1612 E. Cape Coral Parkway Land Trust

WIN CR II Trust

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EXHIBIT B

POSITIONS AND SUBSIDIARIES

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EXHIBIT C

FORM OF SUB-CERTIFICATION

WHITNEY INFORMATION NETWORKS, INC.

                      , 2008

The undersigned hereby certifies to Charles M. Peck, the Chief Executive Officer of Whitney Information Networks, Inc., a Colorado corporation (the “Company”), and to Anne M. Donoho, the Chief Financial Officer of the Company, as follows:

(1)           I served as Interim President of the Company for the period of December 4, 2007 through June 20, 2008 and as President and Chief Operating Officer for the period of June 20, 2008 through October 17, 2008.

(2)           I have received the Company’s                      Report on Form 10-         for the                        month period ended                               , in the form to be filed with the Securities and Exchange Commission (“SEC”), a copy of which is attached as Exhibit A (the “Report”), the form of certification of  Mr. Peck and Ms. Donoho which I understand is required to be provided with the filing of the Report with the SEC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange Act”), a copy of which form of certification is attached as Exhibit B (the “Section 302 Certification”), and the form of certification of Mr. Peck and Ms. Donoho, which I understand is required to accompany the filing of the Report with the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, a copy of which form of certification is attached as Exhibit C (the “Section 906 Certification”).

(3)           I have read and reviewed carefully the Report, the Section 302 Certification, and the Section 906 Certification, and this Certificate is intended to be a statement of facts upon which Mr. Peck and Ms. Donoho may each rely in determining whether to execute and deliver the Section 302 Certification and the Section 906 Certification.

(4)           The statements contained in this Certificate are based upon my familiarity with information included in the Report related to matters that are within my official responsibilities as an employee of the Company serving in the positions described in paragraph (1) above and listed in Annex A, including, as the                                of the Company, which familiarity is sufficient to enable me to express an informed judgment as to matters set forth in this Certificate.

(5)           I am not aware of any violations or possible violations of laws or regulations, including the United States Foreign Corrupt Practices Act of 1977 (which makes it unlawful to offer a bribe to a government official, political party or candidate for political office in any country outside the U.S. for the purpose of obtaining, retaining, or directing business to any person), whose effects should be considered for disclosure in the financial statements of the Company or as a basis for recording a loss contingency.

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(6)           I have participated in the special review process that management has implemented and that is designed to ensure that the Report is subject to a thorough and critical review and contains all required information and that the information in the Report is accurate and complete.

(7)           I know of no facts, circumstances or events that are contrary to or inconsistent with the statements contained in the Section 302 Certification that (a) the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which the statements were made, not misleading with respect to the period covered by the Report and (b) the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in the Report.

(8)           I know of no facts, circumstances or events that are contrary to or inconsistent with the statements contained in the Section 906 Certification that (a) the Report fully complies with the requirements of Sections 13(a) or 15(d) of the Exchange Act and (b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

(9)           I know of no facts, circumstances or events that are contrary to or inconsistent with the statements contained in the Report regarding the conclusions of Mr. Peck or Ms. Donoho about the effectiveness of the disclosure controls and procedures based on their evaluation as of                               .

(10)         I know of no facts, circumstances or events that are contrary to or inconsistent with the statements contained in the Report regarding whether or not there were significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their most recent evaluation, including any corrective actions taken with regard to significant deficiencies and material weaknesses.

(11)         I know of no significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls.

(12)         I know of no fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls.

(13)         As used herein, (a) “disclosure controls and procedures” means controls and other procedures of the Company that are designed to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the

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Company’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and (b) “financial statements and other financial information” includes the financial statements (including footnote disclosure), selected financial data, management’s discussion and analysis of financial condition, results of operations and cash flows. In addition, the certification statement contained herein regarding fair presentation of financial statements and other financial information is not limited to a representation that the financial statements and other financial information have been presented in accordance with GAAP and is not otherwise limited by GAAP. Rather, it encompasses, among other things, the selection of appropriate accounting policies, disclosure of financial information that is informative and reasonably reflects the underlying transactions and events and the inclusion of any additional disclosure necessary to provide investors with a materially accurate and complete picture of the Company’s financial condition, results of operations and cash flows.

I will promptly advise Mr. Peck and Ms. Donoho if there are any changes in the foregoing information prior to the filing of the Report.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate on the date first set forth above.

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EXHIBIT D

CONFIDENTIALITY, NON-COMETE

AND NON-SOLICIATION AGREEMENT (EMPLOYEE)

(attached)

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EXHIBIT E

BANK ACCOUNTS

Intentionally Omitted

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