EMPLOYMENT AGREEMENT

EXHIBIT 10.15

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 1, 2004, between ASPEN EDUCATION GROUP, INC , a California corporation (the “Company”), and ELLIOT A. SAINER , a resident of the State of California (the “Executive”).

WHEREAS, the Executive currently serves, and desires to continue to serve, in the capacity of President and Chief Executive Officer of the Company and as a member of the Board of Directors of the Company;

WHEREAS, the Company desires to continue to employ the Executive upon the terms and conditions specified in this Agreement and the Executive desires to serve in the employ of the Company upon such terms and conditions; and

WHEREAS, the Company and the Executive desire to set forth in this written agreement the terms and conditions of Executive’s employment with the Company to replace the prior Employment Agreement dated as of November 4, 1998;

NOW, THEREFORE, in consideration of the mutual premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Employment. The Company hereby agrees to employ the Executive and the Executive agrees to accept such employment upon the terms and conditions herein set forth.

2. Employment Period . The initial term of employment hereunder shall commence on the date hereof and shall continue through November 4, 2006, and shall automatically be extended for three (3) successive one-year periods thereafter, unless either party to this Agreement gives the other party written notice of such party’s intention to terminate this Agreement and the employment of the Executive at least 60 days’ prior to the applicable termination date. For the purposes of this Agreement, the original term and all extensions thereof, if any, are hereinafter referred to as the “Employment Period”. The Employment Period shall be subject to earlier termination as provided herein. In the event that the Executive continues to be employed by the Company following the initial or any extended term hereof, such employment shall be governed by this Agreement, except that it will be “ at-will,” without a fixed term, and may be terminated by the Company or the Executive at any time, with or without notice, for any reason or no reason (and no reason need be given), and without obligation of severance or additional compensation beyond that owed for periods that the Executive was actually employed by the Company.

3. Position and Duties .

(a) Position . The Executive hereby agrees to serve as an employee of the Company as its President and Chief Executive Officer. The Executive shall devote his best efforts and his full business time and attention to the performance of services to the Company in accordance with the terms hereof and as may reasonably be requested by the Board of Directors

1.

of the Company (the “Board”). The Company shall retain full direction and control of the means and methods by which the Executive performs the above services. In addition, the Executive hereby consents to serve as a director of the Company and to devote such time and effort as shall be reasonably necessary to discharge in good faith his duties a member of the Board.

(b) Place of Employment . During the Employment Period, the Executive shall perform the services required by this Agreement principally at the Company’s offices located in, or within a 50-mile radius of, Cerritos, California, or such other Location(s) as may be agreed by the Company and the Executive from time to time; provided, however, that, if the Company pays the Executive’s expenses to travel home every second weekend, the Company may from time to time require the Executive to provide the services required by this Agreement on a temporary and short-term basis (not to exceed three (3) consecutive weeks at any time or an aggregate of two (2) months during any twelve (12) month period) at other locations where the Company or any of its subsidiaries may from time to time have operations; provided, further, that the Company may from time to time require the Executive to travel (on a short-term basis) to other locations on the business of the Company and/or any of its subsidiaries.

(c) Other Activities . During the Employment Period the Executive shall not engage in any other business or professional activities, either on a full-time or part-time basis, as an employee, consultant or in any other capacity, whether or not he receives any compensation therefor, without the prior written consent of the Board; provided, however, that nothing herein shall prevent the Executive from making and managing personal investments consistent with Section 10 of this Agreement or engaging in community and/or charitable activities, so long as such activities, either singly or in the aggregate, do not interfere with the proper performance of his duties and responsibilities to the Company.

4. Compensation and Other Terms of Employment .

(a) Compensation . In consideration of the performance of his duties hereunder, during the Employment Period the Executive shall be entitled to receive a salary of $243,727 per annum (the “Annual S alary”), which Annual Salary shall be subject to annual review by the Board and may be increased (but not decreased) from time to time by the Board in its sole discretion. All amounts payable to the Executive under this Section 4(a) shall be paid in accordance with the Company’s regular payroll practices (e.g., timing of payments and standard employee deductions, such as income tax withholdings and social security payments). No additional compensation shall be payable to the Executive by reason of the number of hours worked or any hours worked on Saturdays, Sundays or holidays, by reason of special responsibilities assumed, special projects completed, or otherwise.

(b) Bonus Plans . During the Employment Period, the Executive shall be eligible to participate in any incentive bonus plan implemented by the Company during the term of this Agreement. The Company agrees to maintain an annual bonus plan with respect to the Executive which is substantially comparable to the Company’s bonus plan applicable to the Executive in effect immediately prior to the date hereof (it being agreed that the Board of Directors or a committee thereof shall determine the performance targets/criteria); provided, however, that the Company shall have no obligation to provide or maintain an annual bonus plan pursuant to which the Executive shall be eligible to earn an amount equal to more than 50% of the amount of his Annual Salary.

2.

(c) Reimbursement of Business Expenses . During the Employment Period, upon presentation of vouchers and similar receipts, the Executive shall be entitled to receive reimbursement in accordance with the policies and procedures of the Company maintained from time to time for all reasonable business expenses actually incurred in the performance of his duties hereunder.

(d) Vacation . During the Employment Period, the Executive shall receive 248 hours of paid time off per year for holiday, vacation and short-term sick days with the ability to carry over any unused hours to future years up to a maximum accrual of 432 hours. The Executive shall not accrue any additional hours beyond the maximum accrual of 432 hours until Executive uses some of the accrued hours. In the event of the Executive’s termination, any unused hours shall be paid to the Executive at his final salary rate. Notwithstanding the foregoing, the Executive shall not be entitled to take more than three (3) calendar weeks of vacation, whether consecutively or in the aggregate, during any six (6) month period without the prior consent of the Board of Directors.

(e) Benefits . During the Employment Period, the Company shall provide to the Executive such other employment benefits (which shall include health insurance, including coverage for the Executive’s dependents at substantially the current level of co-payment by the Executive) as may from time to time, be made generally available to executives of the Company, subject to the terms and conditions thereof, including, without limitation, the eligibility rules thereof; provided, however, that the Company shall not be required to establish, continue or maintain any specific benefits or benefit plans.

(f) Life Insurance . The Company shall continue to maintain a life insurance policy for the benefit of the Executive’s selected beneficiaries of such type and in such coverage amount as are currently in force with Guardian Life Insurance Company; provided, however, that the Company shall not be required to pay any annual premiums with respect to such policy in excess of 125% of the current annual premiums applicable thereto as of the date hereof.

(g) Automobile Allowance . The Company shall provide the Executive with an automobile allowance of not less than $1,200 per month, payable monthly and reviewable annually.

5. Stock Options . The Executive currently holds options granted by the Company (the “Options”) to purchase an aggregate of 400,000 shares of the common stock of the Company, which Options have been issued under the Aspen Education Group, Inc. Stock Performance Plan (the “Sto c k Plan”) and are evidenced by Stock Option Agreements entered into between the Company and the Executive as of February 1, 2003. Such Options and any additional options granted to Executive shall become immediately vested upon the earliest of (i) the vesting dates set forth in the option agreements, (ii) the date the Company terminates Executive’s employment without Cause (as hereinafter defined), (iii) the date the Executive Voluntarily Terminates (as hereinafter defined) his employment with the Company with Good

3.

Reason (as hereinafter defined), or (iv) the date there is a Change of Control (as defined in the Amended Shareholders Agreement, dated as of November 4, 1998 (the “Shareholders Agreement”) , among the Company, the Executive and the other shareholders of the Company.

6. Termination of Employment.

(a) Permanent Disability . In the event of the Permanent Disability (as defined below) of the Executive, the Company, in its sole discretion, may elect to terminate this Agreement and the Executive’s employment hereunder. In the event that the Company elects to terminate the Executive, the Company shall, subject to following sentence, pay to the Executive (A) within 60 days after the date of such termination, all amounts accrued pursuant to Section 4 above prior to the date of such termination, and (B) compensation on the basis of 100% of the then current Annual Salary for the first 90 days of such Permanent Disability and, thereafter, compensation on the basis of 60% of the then current Annual Salary through the end of the period of Permanent Disability. This benefit shall be provided by the Company to the Executive through the purchase of a disability insurance policy that is contingent upon the insurability of the Executive; provided, however, that the maximum premium that the Company shall be required to pay towards this benefit will not exceed $9,000 per year. Notwithstanding the foregoing, all payments hereunder shall end upon the earlier to occur of Executive’s attaining the age of 65 and the cessation of such Permanent Disability (whether as a result of recovery, rehabilitation, death or otherwise). Additionally, if prior to the termination of the Company’s obligation to make payments to the Executive pursuant to this Section 6(a) the Executive receives compensation for services rendered as an employee, such compensation shall reduce the payments due under this Section 6(a), dollar for dollar. The Executive shall promptly inform the Company of all such compensation received by him on a monthly basis during such period. In addition to the foregoing, the Executive shall continue to become vested in Options (on a per diem basis) during the first 90 days of such period of Permanent Disability.

(b) Death . In the event of the Executive’s death, the Company shall pay to the Executive’s authorized representative (on behalf of the Executive’s estate), within 60 days after the Company receives written notice of such representative’s appointment, all amounts accrued pursuant to Section 4 above as of the date of the Executive’s death. The Executive’s authorized representative (on behalf of the Executive’s estate), shall be entitled to exercise any vested but unexercised Options as of the date of the Executive’s death pursuant to the terms of the Stock Option Agreement (it being agreed and acknowledged that any unvested Options at the time of the Executive’s death and any vested Options which are not exercised within the prescribed exercise period under the Stock Option Agreement shall be forfeited). The Executive’s dependents shall also be entitled to any continuation of health insurance coverage rights, if any, under applicable law. For a period of six (6) months following the Executive’s death the Company shall also continue, at its expense, health insurance coverage for the Executive’s dependents who were covered under the Company’s policies upon the date of the Executive’s death.

(c) Termination for Cause or Voluntary Termination Without Good Reason . The Company may in its reasonable discretion terminate this Agreement and the Executive’s employment with the Company for Cause (as defined in Section 7(a) below) at any time and with or without advance notice to the Executive. If the Executive’s employment is terminated for Cause, or if the Executive Voluntarily Terminates (as defined in Section 7(b) below) his

4.

employment with the Company without Good Reason (as defined in Section 7(c) below): (i) the Company shall promptly pay to the Executive all amounts accrued pursuant to Section 4 above through the date of such termination or resignation, whereupon the Company shall have no further obligations to the Executive under this Agreement; and (ii) the Executive shall forfeit all unvested and/or vested but unexercised Options on and as of the date of such termination. The Executive and his dependents shall also be entitled to any continuation health insurance coverage rights, if any, under applicable law.

(d) Termination Without Cause or Voluntary Termination With Good Reason . Subject to the penultimate sentence of this paragraph, the Company may terminate this Agreement and the Executive’s employment with the Company without Cause at any time, with or without notice, for any reason or no reason (and no reason need be given). The Executive may terminate this Agreement and Voluntarily Terminate his employment with the Company with Good Reason upon 30 days’ prior written notice to the Company, provided, that the Company does not correct the circumstances giving the Executive Good Reason during such 30-day period. Subject to Section 10(e), in the event the Executive’s employment with the Company is terminated pursuant to this Section 6(d), (i) the Company shall pay to the Executive all amounts accrued pursuant to Section 4 above through the date of termination, (ii) the Executive shall be relieved of his obligations under Sections 1 and 3 hereof, (iii) the Executive shall be entitled to exercise any vested but unexercised Options as of the date of such termination pursuant to the terms of the Stock Option Agreement (it being agreed and acknowledged that any unvested Options at the time of the termination and any vested Options which are not exercised within the prescribed exercise period under the Stock Option Agreement shall be forfeited), and (iv) the Executive shall be free to seek other employment subject to the terms of Sections 8 and 10 hereof. In addition, subject to the provisions of Section 10(e) below, if the Executive’s employment with the Company is terminated pursuant to this Section  6(d), (A) the Company shall pay to the Executive, an amount equal to (i) one and one-half times his Annual Salary, based on the rate in effect as of the date of such termination, plus (ii) one and one-half times the average annual incentive bonus, if any, paid to the Executive during the most-recently completed three years, which amount shall be calculated at the time of termination and paid in 18 equal monthly installments commencing on the first day of the month following the month in which such termination occurs ¹ , and (B) the Company shall also continue, at its expense, for the period during which payments under clause (A) are being made, the Executive’s life insurance coverage as described in Section 4(f) and health insurance coverage for the Executive’s dependents who were covered under the Company’s policies on the date of such termination.

(e) Termination Obligations.

(i) The Executive hereby acknowledges and agrees that all personal property and equipment furnished to or prepared by the Executive in the course of or incident to his employment by the Company, belongs to the Company and shall be promptly returned to the