FORM OF STOCK OPTION AGREEMENT FOR OPTIONS ISSUED OUTSIDE OF PLAN

that would otherwise have vested (solely as a result of the passage of time) within the 12-month period immediately following the date of such termination.

Performance Vested Options

Except as provided in Section 14.2 herein, for each fiscal year of the Company beginning with fiscal year 2005 and ending with fiscal year 2008, 25% of the Shares underlying the Performance Vested Options granted to Optionee shall be eligible to become vested and exercisable, to the extent that the Company’s actual performance for any fiscal year results in achievement of the Annual Performance Targets for such fiscal year. If in any fiscal year that either the Annual EBITDA Target or the Annual Revenue Target is not achieved (a “Missed Fiscal Year”), but in any subsequent fiscal year the Company’s cumulative EBITDA and revenue performance from and including fiscal year 2005 results in achievement of the Cumulative Performance Targets, Performance Vested Options otherwise eligible to vest during the Missed Fiscal Year(s) shall vest. All Performance Vested Options which have not vested in accordance with this paragraph shall expire as of Optionee’s termination of Service, as defined in Section 4 herein; provided, however, if Optionee’s termination of Service is as a result of his or her death or Disability, notwithstanding Section 4 herein, the Performance Vested Options eligible to vest in the fiscal year in which such termination occurs shall remain outstanding until such time that achievement of the Annual Performance Targets is determined, and to the extent achieved, such Performance Vested Options shall vest as if Optionee had remained in Service through the date of such determination, and for purposes of Section 4 herein, with respect to such Performance Vested Options only, the date of termination of Service shall be deemed to be the applicable vesting date.

Definitions for Performance Vested Options

“ Annual EBITDA Target ” means:

(a) for fiscal year 2005, ($7,430,000) or greater;

(b) for fiscal year 2006, ($238,000) or greater;

(c) for fiscal year 2007, $3,920,000; and

(d) for fiscal year 2008, $5,880,000;

provided, however, that the Annual EBITDA Target shall be subject to adjustment if the Company is required to secure equity funding in excess of $2.2 million following the first quarter of 2006.

“ Annual Performance Targets ” means, collectively, the Annual EBITDA Target and the Annual Revenue Target.

“ Annual Revenue Target ” means:

(a) for fiscal year 2005, $7,871,000;

(b) for fiscal year 2006, $21,808,000;

(c) for fiscal year 2007, $39,879,000; and

(d) for fiscal year 2008, $49,000,000;

provided, however, that the Annual Revenue Target shall be subject to adjustment if the Company is required to secure equity funding in excess of $2.2 million following the first quarter of 2006.

“ Cumulative EBITDA Target ” means:

(a) for fiscal year 2005, ($7,430,000) or greater;

(b) for fiscal year 2006, ($7,668,000) or greater;

(c) for fiscal year 2007, ($3,748,000); and

(d) for fiscal year 2008, $2,132,000;

provided, however, that the Cumulative EBITDA Target shall be subject to adjustment if the Company is required to secure equity funding in excess of $2.2 million following the first quarter of 2006.

“ Cumulative Performance Targets ” means, collectively, the Cumulative EBITDA Target and the Cumulative Revenue Target.

“ Cumulative Revenue Target ” means:

(a) for fiscal year 2005, $7,871,000;

(b) for fiscal year 2006, $29,679,000;

(c) for fiscal year 2007, $69,558,000; and

(d) for fiscal year 2008, $118,558,000;

provided, however, that the Cumulative Revenue Target shall be subject to adjustment if the Company is required to secure equity funding in excess of $2.2 million following the first quarter of 2006.

“ EBITDA ” means, net income plus, without duplication and to the extent deducted in determining such consolidated net income, the sum of (i) consolidated interest expense (net of any interest income), (ii) consolidated provisions for taxes based on income, profits or capital and commercial activity (or similar taxes) for such period, (iii) all amounts attributable to depreciation and amortization for such period, in each case, determined in accordance with Generally Accepted Accounting Principles.

“ Revenue ” means, the sum of all net student tuition (excluding non-cash scholarships awards), matriculation fees, room and board and other charges recognized in accordance with Generally Accepted Accounting Principles.

Exit Options

Subject to Optionee’s continued Service, as defined in Section 4 herein, through the date of an Exit Event, and provided that the Exit Factor is equal to or in excess of four, a number of Optionee’s Exit Options shall vest on such Exit Event equal to the aggregate number of Shares underlying such Exit Options multiplied by the Warburg Exit Percentage. All Exit Options which have not otherwise vested in connection with a Change of

Control due to the fact that the Exit Factor is not equal to or in excess of four (or have previously vested upon a prior Exit Event) shall expire as of the date of such Change in Control. All Exit Options which have not vested in accordance with this paragraph shall expire as of the date of Optionee’s termination of Service.

Definitions for Exit Options

“Change in Control” means: (i) a change in ownership or control of the Company effected through a transaction or series of related transactions (other than an offering of Company’s securities to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act), other than an Affiliate of the Company or the Warburg Investors, directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or (ii) the sale or conveyance of all or substantially all of the assets of the Company to a person who is not an Affiliate of the Company or the Warburg Investors.

“ Exit Event ” means a Change in Control or a Liquidity Event, as applicable.

“ Exit Factor ” means, with respect to any Exit Event, a fraction, the numerator of which is equal to the aggregate proceeds received by the Warburg Investors in connection with such Exit Event, excluding any amounts received as a result of the liquidation preference associated with such equity securities, if any, and the denominator of which is equal to the Warburg Exit Percentage multiplied by the aggregate purchase price paid by the Warburg Investors in connection with their purchase of equity in the Company.

“ Liquidity Event ” means the sale by the Warburg Investors of any portion of their equity securities of the Company to another person or group (other than any Warburg Investor or any Affiliate thereof) in which the Warburg Investors receive cash or marketable securities, and which does not otherwise constitute a Change in Control.

“ Warburg Exit Percentage ” means:

(a) in the case of a Liquidity Event, a percentage equal to 100 multiplied by the quotient of

(i) the aggregate amount of equity securities of the Company that the Warburg Investors sell in connection with such Liquidity Event (determined on a fully diluted basis), divided by

(ii) the aggregate amount of equity securities of the Company acquired by the Warburg Investors in connection with their purchase of equity in the Company, in each case, as adjusted for changes in capitalization; and

(b) in the case of a Change in Control, 100% less the sum of each Warburg Exit Percentage applicable to any Liquidity Event occurring prior to such Change in Control.