CONFIDENTIALITY, NON-COMPETITION AND INVENTIONS AG

<PAGE>

                                                                   EXHIBIT 10.14

            CONFIDENTIALITY, NON-COMPETITION AND INVENTIONS AGREEMENT

      This Agreement About Confidentiality, Non-Competition, and Inventions

("Agreement") is entered into this 16th day of April 2001, between Michael

Offerman ("Employee") and Capella Education Company.

      A. Capella Education Company and its subsidiaries are collectively

referred to as "Capella" in this Agreement.

      B. Capella desires to employ Employee as Senior Vice President of Capella

Education Company and Chief Executive Officer and President of Capella

University. Employee desires to be employed in that capacity.

      C. As an employee of Capella, Employee would have access to Confidential

Information (a term which is defined below).

      D. Capella provides, develops, sells, and markets on-line educational

products and services. Much of the work of Capella is done through the Internet,

which is global in coverage and can be accessed by people throughout the world.

      E. As a condition of Employee' employment by Capella, Employee and Capella

enter into this Agreement, the terms of which Employee acknowledges are

reasonable and necessary for the protection of the legitimate interests of

Capella.

                                    AGREEMENT

      In consideration of Capella's employing Employee, the parties agree as

follows:

      1. DEFINITIONS. For the purposes of this Agreement, the following terms

have the following meanings:

            a. "Confidential Information" means information proprietary to

Capella and not generally known (including trade secret information) about

Capella's customers, products, services, personnel, pricing, sales strategy,

technology, methods, processes, research, development, finances, systems,

techniques, accounting, purchasing, and business strategies. All information

disclosed to Employee or to which the Employee obtains access, whether

originated by the Employee or by others, during the period of the Employee's

employment, shall be presumed to be Confidential Information if it is treated by

Capella as being Confidential Information or if Employee has a reasonable basis

to believe it to be Confidential Information.

            b. "Inventions" means discoveries, improvements, ideas, concepts,

processes, formulas, methods, analyses, and works of authorship (whether or not

reduced to writing or put into practice) that (1) relate directly to the

business of Capella; (2) relate to Capella's actual or demonstrably anticipated

research or development; (3) result from any

<PAGE>

work performed by Employee for Capella; (4) for which equipment, supplies,

facilities, or trade secret information of Capella is used; or (5) is developed

using any time for which Employee is compensated by Capella.

            c. "Competing Organization" means any person, corporation,

not-for-profit organization, or other entity that provides, develops, sells, or