U.S. SUBSIDIARY GUARANTY As Amended and Restated

SECTION                                                                   HEADING                                                             PAGE                                                                   

PARTIES......................................................................................................................................................................................................................................................................................... 1

SECTION 1.         DEFINITIONS............................................................................................................................................................................................................................................. 1

SECTION 7.1.           CONSENT TO JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY TRIAL....................................................................................................................... 10

SECTION 7.2.           SERVICE OF PROCESS UPON GUARANTORS.................................................................................................................................................................................... 10

SECTION 8.         NOTICES....................................................................................................................................................................................................................................................... 11

SECTION 9.         MISCELLANEOUS...................................................................................................................................................................................................................................... 12

Attachments to U.S. Subsidiary Guaranty:

This U.S. Subsidiary Guaranty dated as of May 16, 2003, as amended and restated as of January 11, 2007 (this “Guaranty” ) is entered into on a joint and several basis by each of the undersigned (which parties are hereinafter referred to individually as a “Guarantor” and collectively as the “Guarantors” ).

A. Reference is made to the Credit Agreement dated as of May 16, 2003, as amended to and including the Third Amendment thereto (the " Third Amendment ") dated as of January 11, 2007 (herein, as the same may be further amended or modified from time to time, the “Credit Agreement” ) among DeVry Inc., a Delaware corporation ( “DeVry” ), Global Education International, Inc. ( “GEI” and, together with DeVry, the “Borrowers” ), the lenders party thereto (the “ Lenders ”), and Bank of America, N.A. as administrative agent (the “ Administrative Agent ”) providing for, among other things, up to $175 million in loans (the “ Loans ”) and letters of credit (the “ Letters of Credit ”).

B.  Each Guarantor is a direct or indirect U.S. Subsidiary of DeVry.

C.  The Credit Extensions under the Credit Agreement have benefited and will continue to benefit the Borrowers and their Subsidiaries by, among other things, providing funds to enable the Borrowers to finance working capital and capital expenditures, support the issuance of standby letters of credit, make Restricted Payments to the extent permitted in Section 7.6 of the Credit Agreement, and for other general corporate purposes.

D.  Pursuant to the Credit Agreement as originally executed as of May 16, 2003, each of the Guarantors executed a Guaranty dated as of May 16, 2003 (the "Existing Guaranty Agreement"), or a Guaranty Joinder joining such Guarantor as a party thereto, and now desire to amend and restate such Existing Guaranty Agreement in its entirety. The obligations of the Lenders to make Credit Extensions under the Credit Agreement are conditioned on, among other things, the execution and delivery by the Guarantors of a Guaranty in the form hereof. As consideration therefor and in order to induce the Lenders to execute the Third Amendment and to make Credit Extensions under the Credit Agreement, the Guarantors are willing to execute this Guaranty case as security for the Obligations under the Credit Agreement.

E.  The Administrative Agent and the Lenders have required as a condition to the effectiveness of the Third Amendment and to their obligations to make Credit Extensions under the Credit Agreement that DeVry cause each Person that hereafter at any time becomes a U.S. Subsidiary to enter into a Guaranty Joinder in substantially the form set forth as Exhibit A hereto (a “ Guaranty Joinder” ) as security for the Obligations under the Credit Agreement and DeVry

has agreed to cause each Person that hereafter becomes a U.S. Subsidiary to execute a Guaranty Joinder.

Now, therefore, as required by the Credit Agreement and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor does hereby covenant and agree, jointly and severally, as follows:

Capitalized terms used herein but not defined herein shall have the meanings set forth in the Credit Agreement or as the context shall otherwise require.

(a)  Subject to the limitations set forth in Section 2(b) hereof, each Guarantor jointly and severally does hereby irrevocably, absolutely and unconditionally guarantee unto the Administrative Agent and the Lenders: (1) the full and prompt payment of all Obligations (as defined in the Credit Agreement) including, without limitation, all principal of and interest under, all Loans (whether Base Rate Loans, Eurocurrency Rate Loans or Swing Line Loans), all L/C Obligations, all L/C Borrowings, all Specified Swap Obligations and all fees, expenses and other amounts, if any, from time to time outstanding, as and when such payments shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration or otherwise (including, to the extent legally enforceable, interest due on overdue payments of principal) in Federal or other immediately available funds of the United States of America which at the time of payment or demand therefor shall be legal tender for the payment of public and private debts, (2) the full and prompt performance and observance by the Borrowers of each and all of the obligations, covenants and agreements required to be performed or owed by the Borrowers under the terms of the Loan Documents, and (3) the full and prompt payment, upon demand by the Administrative Agent or the Lenders, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees), if any, as shall have been expended or incurred in the protection or enforcement of any rights, privileges or liabilities in favor of the Administrative Agent or any Lender under or in respect of any Loan Document or in any action in connection therewith or herewith and in each and every case irrespective of the validity, regularity, or enforcement of any of the Loan Documents or any of the terms thereof or any other like circumstance or circumstances (the payment, performance and observance of all such Obligations, covenants and agreements being herein collectively called the “ Guaranteed Obligations” ).

(b)  The liability of each Guarantor under this Guaranty shall not exceed an amount equal to a maximum amount as will, after giving effect to such maximum amount and all other liabilities of such Guarantor, contingent or otherwise, be enforceable under applicable law and result in the performance of the obligations of such Guarantor hereunder and not constitute a fraudulent transfer, obligation or conveyance.

(c)  All amounts payable under this Guaranty by each Guarantor shall be made in the lawful currency of the United States of America.

This is a guarantee of payment and performance and each Guarantor hereby waives, to the fullest extent permitted by law, any right to require that any action on or in respect of any Obligation or any Loan Document be brought against the Borrowers or any other Person or that resort be had to any direct or indirect security for the Guaranteed Obligations or any Loan Document or any other remedy. The Administrative Agent on behalf of the Lenders may, at its option, proceed hereunder against any Guarantor in the first instance to collect monies when due, the payment of which is guaranteed hereby, without first proceeding against the Borrowers or any other Person and without first resorting to any direct or indirect security for the Guaranteed Obligations or any Loan Document or any other remedy. The liability of each Guarantor hereunder shall in no way be affected or impaired by any acceptance by the Administrative Agent or any Lender of any direct or indirect security for, or other guaranties of, any debt, liability or obligation of the Borrowers or any other Person to the Administrative Agent or any Lender or by any failure, delay, neglect or omission by the Administrative Agent or any Lender to realize upon or protect any such guarantees, debt, liability or obligation or any instruments evidencing the same or any direct or indirect security therefor or by any approval, consent, waiver, or other action taken, or omitted to be taken by the Administrative Agent or any Lender.

The covenants and agreements on the part of the Guarantors herein contained shall be joint and several covenants and agreements, and references to the Guarantors shall be deemed references to each of them and none of them shall be released from liability hereunder by reason of the guarantee ceasing to be binding as a continuing security on any other of them.

(a)Each Guarantor hereby consents and agrees that the Administrative Agent and/or any Lender from time to time, with or without any further notice to or assent from any other Guarantor may, without in any manner affecting the liability of any Guarantor under this Guaranty, and upon such terms and conditions as the Administrative Agent or such Lender may deem advisable:

(1)   extend in whole or in part (by renewal or otherwise), modify, increase, change, compromise, release or extend the duration of the time for the performance or payment of any debt, liability or obligation of the Borrowers or of any other Person secondarily or otherwise liable for any debt, liability or obligations of the Borrowers on the Guaranteed Obligations or under any Loan Document, or waive any Default or Event of Default with respect thereto, or waive, modify, amend or change any provision of any Loan Document;

(2)   sell, release, surrender, modify, impair, exchange or substitute any and all property, of any nature and from whomsoever received, held by, or for the benefit of, the

Administrative Agent or any Lender as direct or indirect security for the payment or performance of any debt, liability or obligation of the Borrowers or of any other Person secondarily or otherwise liable for any debt, liability or obligation of the Borrowers under any Loan Document; and/or

(3)   settle, adjust or compromise any claim of the Borrowers against any other Person secondarily or otherwise liable for any debt, liability or obligation of the Borrowers under any Loan Document.

Each Guarantor hereby ratifies and confirms any such extension, renewal, change, sale, release, waiver, surrender, exchange, modification, amendment, impairment, substitution, settlement, adjustment or compromise and agrees that the same shall be binding upon it, and hereby waives, to the fullest extent permitted by law, any and all defenses, counterclaims or offsets which it might or could have by reason thereof, it being understood that such Guarantor shall at all times be bound by this Guaranty and remain liable hereunder.

   (b)  Each Guarantor hereby waives, to the fullest extent permitted by law:

(1)   notice of acceptance of this Guaranty by the Administrative Agent or the Lenders or of the creation, renewal or accrual of any liability of the Borrowers, present or future, or of the reliance of the Administrative Agent or any of the Lenders upon this Guaranty (it being understood that all Guaranteed Obligations described in Section 2 hereof shall conclusively be presumed to have been created, contracted or incurred in reliance upon the execution of this Guaranty); and

(2)   demand of payment by the Administrative Agent on behalf of the Lenders from the Borrowers or any other Person indebted in any manner on or for any of the Guaranteed Obligations; and

(3)   presentment for the payment by the Administrative Agent on behalf of the Lenders or any other Person of any Loan Document or any other instrument, protest thereof and notice of its dishonor to any party thereto and to such Guarantor.

The obligations of each Guarantor under this Guaranty and the rights of the Administrative Agent to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise and shall not be subject to any defense, set-off, counterclaim (other than any compulsory counterclaim), recoupment or termination whatsoever.

(c)  The obligations of each Guarantor hereunder shall be binding upon such Guarantor and its successors and assigns, and shall remain in full force and effect until the date on which all Commitments of the Lenders shall have terminated, all Letters of Credit shall have expired or terminated and all Obligations have indefeasibly been paid in full

(the “Termination Date”) and such obligations shall not be affected, modified or impaired upon the happening from time to time of any event, including, without limitation, any of the following, whether or not with notice to or the consent of any Guarantor:

(1)   the genuineness, validity, regularity or enforceability of any of the Loan Documents or any of the terms of any thereof, the continuance of any obligation on the part of the Borrowers or any other Guarantor on or in respect of or under any Loan Document or the power or authority or the lack of power or authority of the Borrowers to execute and deliver any Loan Document or of any other Guarantor to execute and deliver this Guaranty or to perform any of its obligations hereunder or the existence or continuance of the Borrowers or any other Guarantor as a legal entity; or

(2)   any default, failure or delay, willful or otherwise, in the performance by the Borrowers or any other Guarantor of any obligations of any kind or character whatsoever under any Loan Document; or

(3)   any creditors’ rights, bankruptcy, receivership or other insolvency proceeding of the Bo