STOCK REPURCHASE AGREEMENT

A.    The Trust desires to sell, and the Company desires to purchase, Six Hundred Thousand (600,000) shares of the Company’s common stock, par value $0.10 per share (the “ Shares ”) on the terms and conditions set forth in this Agreement.

B.    A Special Committee (the “ Special Committee ”) of the Board of Directors of the Company (the “ Board ”), comprised of all members of the Board except Jack L. Brozman, has authorized and approved this Agreement and the transactions contemplated hereby.

C.    The Special Committee has requested an opinion from Legg Mason Wood Walker Incorporated (“ Legg Mason ”), the financial advisor to the Special Committee as to the fairness, from a financial point of view, of the transaction to the Company.

Section 1.1    Sale and Transfer . Subject to the terms and conditions of this Agreement, the Trust agrees to sell to the Company, and the Company agrees to repurchase from the Trust, the Shares, free and clear of all Liens (as defined herein).

Section 1.2    Purchase Price . Subject to the terms and conditions of this Agreement, the Company shall pay to the Trust a price per share calculated as ninety-five percent (95%) of the average closing price of the Company’s common stock on NASDAQ stock market during the 30 day period beginning on the 15th trading day prior to the date on which this Agreement is publicly announced and ending on the 14th trading day after the date on which this Agreement is publicly announced (the “ Share Purchase Price ”); provided, however, if the calculated Share Purchase Price is less than $13 per share, then the Company will pay the Trust $13 per share for the Shares and if the calculated Share Purchase Price is greater than $17 per share, then the Company will pay the Trust $17 per share for the Shares. The aggregate cash consideration paid to the Trust for the Shares shall be referred to herein as the “ Purchase Price .” In the event of a transaction which, prior to the Closing provided in Section 2.1, is approved by the Board or is publicly announced and involves all or substantially all the shares of the Company, pursuant to which the Company’s stockholders receive consideration with a value in excess of the Share Purchase Price, the Company will pay the Trust, following consummation of such transaction, an additional amount equal to 50% of the difference between such value and the Share Purchase Price.

Section 2.1    Closing . The consummation of the repurchase and sale of the Shares (the “ Closing ”) shall take place as soon as practicable after all the conditions of Section 2.2 have been satisfied, but in any event not later than December 31, 2005 (the “ Closing Date ”) at the offices of Bryan Cave LLP, 3500 One Kansas City Place, Kansas City, Missouri.

Section 2.2    Conditions Precedent to Closing . The obligation of the Company and the Trust to effect the transaction shall be subject to the following conditions:

(a)    the Company has received written approval of the resulting “change in ownership resulting in a change in control” under applicable regulations of the United States Department of Education or written acknowledgement that such approval is not required, and also has received any required approvals from any states in which it does business and from any accrediting agency by which it is accredited; and

(b)    the Company has received a fairness opinion from Legg Mason confirming that the transaction contemplated by this Agreement is fair to the Company from a financial point of view.

Section 2.3    Deliveries by the Trust . At the Closing, the Trust shall deliver to the Company:

(a)    a certificate or certificates representing the Shares accompanied by a stock power or stock powers, as the case may be, duly executed in blank by the Trust; and

(b)    such other documents, instruments, certificates and receipts as are reasonably requested by the Company in order to validly convey title to the Shares to the Company.

Section 2.4    Deliveries by the Company . At the Closing, the Company shall deliver to the Trust, by wire transfer of immediately available funds to an account that the Trust has designated in writing, the Purchase Price, less any withholding of tax as may be required under applicable law. In the event a transaction described in the last sentence of Section 1.2 occurs, then the additional payment required by that sentence shall be paid in the same manner as the payment of the Purchase Price within five (5) business days following consummation of such transaction.

Section 3.1    Existence; Authority . The Trust is organized and existing under Kansas law and has all requisite power and authority to execute, deliver and perform the terms and provisions of this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement.

Section 3.2    Enforceability . This Agreement has been duly executed and delivered by the Trust, and, assuming due and valid authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding agreement of the Trust, enforceable against the Trust in accordance with its terms.

Section 3.3    Ownership . The Trust is the sole record owner of the Shares and, except for the trustee and beneficiaries thereof, there are no other beneficial owners of the Shares. The Trust holds the Shares free and clear of all pledges, encumbrances, liens, security interests, charges, agreements or claims of any kind (collectively, “ Liens ”). The Trust has the full power and authority to transfer full legal ownership of the Shares.

Section 4.1    Existence;