COMMON STOCK

1
EXHIBIT 1.1

Draft of October 15, 1996

2,700,000 SHARES

EDUCATIONAL MEDICAL, INC.

COMMON STOCK

UNDERWRITING AGREEMENT

October __, 1996

XXXXX XXXXXX INC.
XXXXXXXXXX SECURITIES
As Representatives of the Several Underwriters
c/o XXXXX XXXXXX INC.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Dear Sirs:

Educational Medical, Inc., a Delaware corporation (the
"Company"), proposes to issue and sell an aggregate of 2,200,000 shares of its
common stock, par value $0.01 per share (the "Common Stock"), to the several
Underwriters named in Schedule III hereto (the "Underwriters"), and the persons
named in Schedule I hereto as selling stockholders (the "Primary Selling
Stockholders") propose to sell to the several Underwriters an aggregate of
500,000 shares of Common Stock. The 2,200,000 shares of Common Stock to be
issued and sold to the Underwriters by the Company and the 500,000 shares of
Common Stock to be sold to the Underwriters by the Primary Selling Stockholders
are hereinafter referred to as the "Firm Shares." In addition, solely for the
purpose of covering over-allotments, the persons named in Schedule II hereto
(the "Over-allotment Selling Stockholders") propose to sell to the
Underwriters, upon the terms and conditions set forth in Section 2 hereof, up
to an additional 405,000 shares (the "Additional Shares") of Common Stock. The
Firm Shares and the Additional Shares are hereinafter collectively referred to
as the "Shares." The Primary Selling Stockholders and the Over-allotment
Selling Stockholders are hereinafter sometimes referred to as the "Selling
Stockholders". The Company and the Selling Stockholders are hereinafter
sometimes referred to as the "Sellers."

The Company and the Selling Stockholders wish to confirm as
follows their agreement with you (the "Representatives") and the other several
Underwriters on whose behalf you are acting, in connection with the several
purchases of the Shares by the Underwriters.

1. REGISTRATION STATEMENT AND PROSPECTUS. The Company has
prepared and filed with the Securities and Exchange Commission (the
"Commission") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "Act"), a registration statement on Form S-1 under the Act
(the "registration statement"), including a prospectus subject to completion,
relating to the Shares. The term "Registration Statement" as used in this
Agreement means the registration statement (including all financial schedules
and exhibits) as amended at the time it becomes effective or, if the
registration statement became effective prior to the execution
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of this Agreement, as supplemented or amended prior to the execution of this
Agreement. If it is contemplated, at the time this Agreement is executed, that
a post-effective amendment to the registration statement will be filed and must
be declared effective before the offering of the Shares may commence, the term
"Registration Statement" as used in this Agreement means the registration
statement as amended by said post-effective amendment. If an abbreviated
registration statement is prepared and filed with the Commission in accordance
with Rule 462(b) under the Act (an "Abbreviated Registration Statement"), the
term "Registration Statement" as used in this Agreement includes the
Abbreviated Registration Statement. The term "Prospectus" as used in this
Agreement means the prospectus in the form included in the Registration
Statement, or, if the prospectus included in the Registration Statement omits
information in reliance on Rule 430A under the Act and such information is
included in a prospectus filed with the Commission pursuant to Rule 424(b)
under the Act, the term "Prospectus" as used in this Agreement means the
prospectus in the form included in the Registration Statement as supplemented
by the addition of the Rule 430A information contained in the prospectus filed
with the Commission pursuant to Rule 424(b). The term "Prepricing Prospectus"
as used in this Agreement means the prospectus subject to completion in the
form included in the registration statement at the time of the initial filing
of the registration statement with the Commission and as such prospectus shall
have been amended from time to time prior to the date of the Prospectus.

2. AGREEMENTS TO SELL AND PURCHASE. Subject to any adjustments
as you may determine to avoid fractional shares, the Company hereby agrees,
subject to all the terms and conditions set forth herein, to issue and sell to
each Underwriter and, upon the basis of the representations, warranties and
agreements of the Company and the Selling Stockholders herein contained and
subject to all the terms and conditions set forth herein, each Underwriter
agrees, severally and not jointly, to purchase from the Company, at a purchase
price of $ per share (the "purchase price per share"), that number of
Firm Shares which bears the same proportion to the aggregate number of Firm
Shares to be issued and sold by the Company as the number of Firm Shares set
forth opposite the name of such Underwriter in Schedule III hereto (or such
number of Firm Shares increased as set forth in Section 12 hereof) bears to the
aggregate number of shares to be sold by the Company and the Primary Selling
Stockholders.

Subject to any adjustments as you may determine to avoid
fractional shares, each Primary Selling Stockholder hereby agrees, subject to
all the terms and conditions set forth herein, to issue and sell to each
Underwriter and, upon the basis of the representations, warranties and
agreements of the Company and the Selling Stockholders herein contained and
subject to all the terms and conditions set forth herein, each Underwriter
agrees, severally and not jointly, to purchase from each Primary Selling
Stockholder, at the purchase price per share, that number of Firm Shares which
bears the same proportion to the aggregate number of Firm Shares to be sold by
the Primary Selling Stockholders as the number of Firm Shares set forth
opposite the name of such Underwriter in Schedule III hereto (or such number of
Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate
number of shares to be sold by the Company and the Primary Selling
Stockholders.

The Over-allotment Selling Stockholders also agree, subject to
all the terms and conditions set forth herein, to sell to the Underwriters,
and, upon the basis of the representations, warranties and agreements of the
Company and the Selling Stockholders herein contained and subject to all the
terms and conditions set forth herein, the Underwriters shall have the right to
purchase from the Over-allotment Selling Stockholders, at the purchase price
per share, pursuant to an option (the "over-allotment option") which may be
exercised at any time and from time to time prior to 9:00 p.m., New York City
time, on the 30th day after the date of the Prospectus (or, if such 30th day
shall be a Saturday or Sunday or a holiday, on the next business day thereafter
when the New York Stock Exchange is open for trading), up to an aggregate of
405,000 Additional Shares. The maximum number of Additional Shares which each
Over-allotment Selling Stockholder agrees to sell upon the exercise by the
Underwriters of the over-allotment option is set forth opposite their
respective names in Schedule II hereto. Additional Shares may be purchased
only to cover over-allotments made in connection with the offering of the Firm
Shares. Upon any exercise of the over-allotment option, each Over-allotment

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Selling Stockholder agrees to sell to the Underwriters that number of
Additional Shares which bears the same proportion to the number of Additional
Shares set forth opposite the name of such Over-allotment Selling Stockholder
in Schedule II hereto as the aggregate number of Additional Shares being
purchased by the Underwriters from the Over-allotment Selling Stockholders
bears to the aggregate number of Additional Shares subject to sale by the
Over-allotment Selling Stockholders as set forth in Schedule II hereto, and
each Underwriter, severally and not jointly, agrees to purchase from each
Over-allotment Selling Stockholder the number of Additional Shares (subject to
such adjustments as you may determine in order to avoid fractional shares)
which bears the same proportion to the number of Additional Shares to be sold
by such Over-allotment Selling Stockholder as the number of Firm Shares set
forth opposite the name of such Underwriter in Schedule III hereto (or such
number of Firm Shares increased as set forth in Section 12 hereof) bears to the
aggregate number of Firm Shares to be sold by the Over-allotment Selling
Stockholders.

Certificates in transferable form for the Shares (including
any Additional Shares) which each of the Selling Stockholders agree to sell
pursuant to this Agreement have been placed in custody with Xxxxx Xxxxxx (the
"Custodian") for delivery under this Agreement pursuant to a Custody Agreement
and Power of Attorney (the "Custody Agreement") executed by the Selling
Stockholders appointing Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxxxx as agents and
attorneys-in-fact (the "Attorneys-in-Fact"), except in the case of the Delaware
State Employees' Retirement Fund, the Trust for Defined Benefit Plans of ICI
American Holding Inc., and Trust for Defined Benefit Plans of Zeneca Holding
Inc. (collectively such three entities are referred to as the "Pecks Managed
Entities") who have executed the Custody Agreement solely for the purpose of
transferring the relevant Additional Shares to the Underwriters pursuant to the
terms of this Agreement. The Selling Stockholders agree that (i) the Shares
represented by the certificates held in custody pursuant to the Custody
Agreement are subject to the interests of the Underwriters and the Company,
(ii) the arrangements made by the Selling Stockholders for such custody are,
except as specifically provided in the Custody Agreement, irrevocable and (iii)
the obligations of the Selling Stockholders hereunder and under the Custody
Agreement shall not be terminated by any act of any Selling Stockholder or by
operation of law, whether by the death or incapacity of any Selling Stockholder
or the occurrence of any other event. If any Selling Stockholder shall die or
be incapacitated or if any other event shall occur before the delivery of the
Shares hereunder, certificates for the Shares to be sold by such Selling
Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in
accordance with the terms and conditions of this Agreement and the Custody
Agreement as if such death or incapacity or other event had not occurred,
regardless of whether or not the Attorneys-in-Fact or any Underwriter shall
have received notice of such death, incapacity or other event. Each
Attorney-in-Fact represents that he is authorized, on behalf of the Selling
Stockholders to (i) execute this Agreement and any other documents necessary or
desirable in connection with the Custody Agreement and the sale of the Shares
to be sold hereunder by the Selling Stockholders, (ii) make delivery of the
certificates for such Shares, (iii) receive the proceeds of the sale of such
Shares, (iv) give receipts for such proceeds, (v) pay therefrom any expenses to
be borne by the Selling Stockholders in connection with the sale and public
offering of such Shares, (vi) distribute the balance thereof among the Selling
Stockholders and (vii) take such other actions as may be necessary or desirable
in connection with the transactions contemplated by this Agreement, except no
representation is made by either Attorney-in-Fact with respect to clauses (i)
and (vii) regarding the Pecks Managed Entities. Each Attorney-in-Fact agrees
to perform his duties under the Custody Agreement.

3. TERMS OF PUBLIC OFFERING. The Company and the Selling
Stockholders have been advised by you that the Underwriters propose to make a
public offering of their respective portions of the Shares as soon after the
Registration Statement and this Agreement have become effective as in your
judgment is advisable and initially to offer the Shares upon the terms set
forth in the Prospectus.

4. DELIVERY OF THE SHARES AND PAYMENT THEREFOR. Delivery to the
Underwriters of and payment for the Firm Shares shall be made at the office of
Xxxxx Xxxxxx Inc., 000 Xxxxxxxxx Xxxxxx,

Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on ,
1996 (the "Closing Date"). The place of closing for the Firm Shares and the
Closing Date may be varied by agreement among you, the Company and the
Attorneys-in-Fact.

Delivery to the Underwriters of and payment for any Additional
Shares to be purchased by the Underwriters shall be made at the aforementioned
office of Xxxxx Xxxxxx Inc. at such time on such date (the "Option Closing
Date"), which may be the same as the Closing Date but shall in no event be
earlier than the Closing Date nor earlier than two nor later than ten business
days after the giving of the notice hereinafter referred to, as shall be
specified in a written notice from you on behalf of the Underwriters to the
Company, the Attorneys-in-Fact and the Pecks Managed Entities of the
Underwriters' determination to purchase a number, specified in such notice, of
Additional Shares. The place of closing for any Additional Shares and the
Option Closing Date for such Shares may be varied by agreement among you, the
Company and the Attorneys-in-Fact.

Certificates for the Firm Shares and for any Additional Shares
to be purchased hereunder shall be registered in such names and in such
denominations as you shall request by written notice, it being understood that
a facsimile transmission shall be deemed written notice, prior to 9:30 A.M.,
New York City time, on the second business day preceding the Closing Date or
any Option Closing Date, as the case may be. Such certificates shall be made
available to you in New York City for inspection and packaging not later than
9:30 A.M., New York City time, on the business day next preceding the Closing
Date or the Option Closing Date, as the case may be. The certificates
evidencing the Firm Shares and any Additional Shares to be purchased hereunder
shall be delivered to you on the Closing Date or the Option Closing Date, as
the case may be, against payment of the purchase price therefor in immediately
available funds.

5. AGREEMENTS OF THE COMPANY. The Company agrees with the
several Underwriters as follows:

(a) If, at the time this Agreement is executed and
delivered, it is necessary for the registration statement or a post-effective
amendment thereto or any Abbreviated Registration Statement to be declared
effective before the offering of the Shares may commence, the Company will
endeavor to cause the Registration Statement or such post-effective amendment
to become effective as soon as possible and will advise you promptly and, if
requested by you, will confirm such advice in writing, when the Registration
Statement or such post-effective amendment has become effective.

(b) The Company will advise you promptly and, if
requested by you, will confirm such advice in writing: (i) of any request by
the Commission for amendment of or a supplement to the Registration Statement,
any Prepricing Prospectus or the Prospectus or for additional information; (ii)
of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or of the suspension of
qualification of the Shares for offering or sale in any jurisdiction or the
initiation of any proceeding for such purpose; and (iii) within the period of
time referred to in paragraph (f) below, of any change in the Company's
condition (financial or other), business, prospects, properties, net worth or
results of operations, or of the happening of any event, which makes any
statement of a material fact made in the Registration Statement or the
Prospectus (as then amended or supplemented) untrue or which requires the
making of any additions to or changes in the Registration Statement or the
Prospectus (as then amended or supplemented) in order to state a material fact
required by the Act or the regulations thereunder to be stated therein or
necessary in order to make the statements therein not misleading, or of the
necessity to amend or supplement the Prospectus (as then amended or
supplemented) to comply with the Act or any other law. If at any time the
Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, the Company will make every reasonable effort to obtain
the withdrawal of such order at the earliest possible time.

(c) The Company will furnish to you, without charge,
three signed copies of the registration statement as originally filed with the
Commission and of each amendment thereto, including financial statements and
all exhibits to the registration statement and will also furnish to you,
without charge, such number of conformed copies of the registration statement
as originally filed and of each amendment thereto, but without exhibits, as you
may request.

(d) The Company will not (i) file any amendment to the
Registration Statement or make any amendment or supplement to the Prospectus of
which you shall not previously have been advised or to which you shall object
after being so advised or (ii) so long as, in the opinion of counsel for the
Underwriters, a prospectus is required to be delivered in connection with sales
by any Underwriter or dealer, file any information, documents or reports
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), without delivering a copy of such information, documents or reports to
you, as Representatives of the several Underwriters, prior to or concurrently
with such filing.

(e) Prior to the execution and delivery of this
Agreement, the Company has delivered or will deliver to you, without charge, in
such quantities as you have requested or may hereafter request, copies of each
form of the Prepricing Prospectus. The Company consents to the use, in
accordance with the provisions of the Act and with the securities or Blue Sky
laws of the jurisdictions in which the Shares are offered by the several
Underwriters and by dealers, prior to the date of the Prospectus, of each
Prepricing Prospectus so furnished by the Company.

(f) As soon after the execution and delivery of this
Agreement as possible and thereafter from time to time for such period as in
the opinion of counsel for the Underwriters a prospectus is required by the Act
to be delivered in connection with sales by any Underwriter or dealer, the
Company will expeditiously deliver to each Underwriter and each dealer, without
charge, as many copies of the Prospectus (and of any amendment or supplement
thereto) as you may request. The Company consents to the use of the Prospectus
(and of any amendment or supplement thereto) in accordance with the provisions
of the Act and with the securities or Blue Sky laws of the jurisdictions in
which the Shares are offered by the several Underwriters and by all dealers to
whom Shares may be sold, both in connection with the offering and sale of the
Shares and for such period of time thereafter as the Prospectus is required by
the Act to be delivered in connection with sales by any Underwriter or dealer.
If during such period of time any event shall occur that in the judgment of the
Company or in the opinion of counsel for the Underwriters is required to be set
forth in the Prospectus (as then amended or supplemented) or should be set
forth therein in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is necessary
to supplement or amend the Prospectus to comply with the Act or any other law,
the Company will forthwith prepare and, subject to the provisions of paragraph
(d) above, file with the Commission an appropriate supplement or amendment
thereto and will expeditiously furnish copies thereof to the Underwriters and
dealers in such quantities as you shall request. In the event that the Company
and you, as Representatives of the several Underwriters, agree that the
Prospectus should be amended or supplemented, the Company, if requested by you,
will promptly issue a press release announcing or disclosing the matters to be
covered by the proposed amendment or supplement.

(g) The Company will cooperate with you and with counsel
for the Underwriters in connection with the registration or qualification of
the Shares for offering and sale by the several Underwriters and by dealers
under the securities or Blue Sky laws of such jurisdictions as you may
designate and will file such consents to service of process or other documents
necessary or appropriate in order to effect such registration or qualification;
provided that in no event shall the Company be obligated to qualify to do
business in any jurisdiction where it is not now so qualified or to take any
action that would subject it to service of process in suits, other than those
arising out of the offering or sale of the Shares, in any jurisdiction where it
is not now so subject.

(h) The Company will make generally available to its
security holders a consolidated earnings statement, which need not be audited,
covering a twelve-month period commencing after the effective date of the
Registration Statement and ending not later than 15 months thereafter, as soon
as practicable after the end of such period, which consolidated earnings
statement shall satisfy the provisions of Section 11(a) of the Act.

(i) During the period of five years hereafter, the
Company will furnish to you (i) as soon as available, a copy of each report of
the Company mailed to stockholders or filed with the Commission, and (ii) from
time to time such other information concerning the Company as you may
reasonably request.

(j) If this Agreement shall terminate or shall be
terminated after execution pursuant to any provisions hereof (otherwise than
pursuant to the second paragraph of Section 12 hereof or by notice given by you
terminating this Agreement pursuant to Section 12 or Section 13 hereof) or if
this Agreement shall be terminated by the Underwriters because of any failure
or refusal on the part of the Company to comply with the terms or fulfill any
of the conditions of this Agreement, the Company agrees to reimburse the
Representatives for all out-of-pocket expenses (including fees and expenses of
counsel for the Underwriters) incurred by you in connection herewith.

(k) The Company will apply the net proceeds from the sale
of the Shares substantially in accordance with the description set forth in the
Prospectus.

(l) If Rule 430A of the Act is employed, the Company will
timely file the Prospectus pursuant to Rule 424(b) under the Act and will
advise you of the time and manner of such filing.

(m) The Company will not offer to sell, contract to sell,
sell or otherwise transfer or dispose of, or grant any option or warrant to
purchase, any shares of Common Stock (or any securities convertible into or
exercisable or exchangeable for Common Stock) for a period of 180 days after
the date of the Prospectus (the "Lock-up Period") without the prior written
consent of Xxxxx Xxxxxx Inc., other than options granted at no less than fair
market value pursuant to its 1996 Stock Incentive Plan or its Non-employee
Director Stock Option Plan, each as in effect on the date hereof.

(n) The Company has furnished or will furnish to you
"lock-up" letters, in form and substance satisfactory to you, signed by each of
its current officers and directors and each of its stockholders designated by
you.

(o) Except as stated in this Agreement and in the
Prepricing Prospectus and Prospectus, the Company has not taken, nor will it
take, directly or indirectly, any action designed to or that might reasonably
be expected to cause or result in stabilization or manipulation of the price of
the Common Stock to facilitate the sale or resale of the Shares.

(p) The Company will use its best efforts to have the
Shares listed on the Nasdaq National Market prior to or concurrently with the
effectiveness of the registration statement.

6. AGREEMENTS OF THE SELLING STOCKHOLDERS. Each of the Selling
Stockholders agrees with the several Underwriters as follows:

(a) Such Selling Stockholder will cooperate to the extent
necessary to cause the registration statement or any post-effective amendment
thereto to become effective at the earliest possible time.

(b) Such Selling Stockholder will pay all Federal and
other taxes, if any, on the transfer or sale of any Shares that are sold by
such Selling Stockholder to the Underwriters.

(c) Such Selling Stockholder will do or perform all
things reasonably required to be done or performed by such Selling Stockholder
prior to the Closing Date and any Option Closing Date, as the case may be, to
satisfy all conditions precedent to the delivery of the Shares to be sold by
such Selling Stockholder pursuant to this Agreement.

(d) Such Selling Stockholder will not (and will not
announce or otherwise disclose any intention to) offer to sell, contract to
sell, sell or otherwise transfer or dispose of, or grant any option to
purchase, any shares of Common Stock (or any securities convertible into or
exercisable or exchangeable for Common Stock), or exercise any registration
rights with respect to the sale of Common Stock, owned by such Selling
Stockholder during the Lock-up Period without the prior written consent of
Xxxxx Xxxxxx Inc., except for the sale of Shares to the Underwriters pursuant
to this Agreement.

(e) Except as stated in this Agreement and in the
Prepricing Prospectus and the Prospectus, such Selling Stockholder will not
take, directly or indirectly, any action designed to or that might reasonably
be expected to cause or result in stabilization or manipulation of the price of
the Common Stock to facilitate the sale or resale of the Shares.

(f) Such Selling Stockholder will advise you promptly,
and if requested by you, will confirm such advice in writing, within the period
of time referred to in Section 5(f) hereof, of any change in information
relating to such Selling Stockholder and of any change in the Company's
condition (financial or other), business, prospects, properties, net worth or
results of operations or any other information relating to the Company or
relating to any matter stated in the Prospectus or any amendment or supplement
thereto that comes to the attention of such Selling Stockholder that would make
any statement of a material fact made in the Registration Statement or the
Prospectus (as then amended or supplemented, if amended or supplemented) untrue
in any material respect or would result in the Registration Statement or
Prospectus (as then amended or supplemented, if amended or supplemented)
omitting to state a material fact or a fact necessary to be stated therein in
order to make the statements therein not misleading in any material respect.

(g) In order to document the Underwriters' compliance
with the reporting and withholding provisions of the Tax Equity and Fiscal
Responsibility Act of 1982, as amended, with respect to the transactions herein
contemplated, such Selling Stockholder agrees to deliver to you prior to or on
the Option Closing Date a properly completed and executed United States
Treasury Department Form W-9 (or other applicable form or statement specified
by Treasury Department regulations in lieu thereof).

7. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to each Underwriter that:

(a) Each Prepricing Prospectus included as part of the
registration statement as originally filed or as part of any amendment or
supplement thereto, or filed pursuant to Rule 424 under the Act, complied when
so filed in all material respects with the provisions of the Act. The
Commission has not issued any order preventing or suspending the use of any
Prepricing Prospectus.

(b) The registration statement in the form in which it
became or becomes effective, and also in such form as it may be when any
post-effective amendment thereto or any Abbreviated Registration Statement
shall become effective, and the Prospectus and any supplement or amendment
thereto when filed with the Commission under Rule 424(b) under the Act,
complied or will comply in all material respects with the provisions of the Act
and did not or will not at any such times contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or

necessary to make the statements therein not misleading, except that this
representation and warranty does not apply to statements in or omissions from
the registration statement or the Prospectus made in reliance upon and in
conformity with information relating to any Underwriter furnished to the
Company in writing by or on behalf of such Underwriter through you expressly
for use therein.

(c) All the outstanding shares of capital stock of the
Company have been duly authorized and validly issued, are fully paid and
nonassessable, are free of any preemptive or similar rights and have been
issued and sold in compliance with all Federal and state securities laws; the
Shares to be issued and sold by the Company have been duly authorized and, when
issued and delivered to the Underwriters against payment therefor in accordance
with the terms hereof, will be validly issued, fully paid and nonassessable and
free of any preemptive or similar rights; and the capital stock of the Company
conforms in all material respects to the description thereof in the
Registration Statement and the Prospectus.

(d) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware with full
corporate power and authority to own, lease and operate its properties and to
conduct its business as described in the Registration Statement and the
Prospectus, and is duly registered and qualified to conduct its business and is
in good standing in each jurisdiction or place where the nature of its
properties or the conduct of its business requires such registration or
qualification, except where the failure so to register or qualify would not
have a material adverse effect on the condition (financial or other), business,
prospects, properties, net worth or results of operations of the Company and
the Subsidiaries (as defined herein) taken as a whole (a "Material Adverse
Effect").

(e) All of the Company's subsidiaries (as defined in the Act)
are listed in an exhibit to the Registration Statement and are referred to
herein individually as a "Subsidiary" and collectively as the "Subsidiaries."
Each Subsidiary is a corporation duly organized, validly existing and in good
standing in the jurisdiction of its incorporation, with full corporate power
and authority to own, lease and operate its properties and to conduct its
business as described in the Registration Statement and the Prospectus and is
duly registered and qualified to conduct its business and is in good standing
in each jurisdiction or place where the nature of its properties or the conduct
of its business requires such registration, except where the failure so to
register or qualify would not have a Material Adverse Effect. All the
outstanding shares of capital stock of each of the Subsidiaries have been duly
authorized and validly issued, are fully paid and nonassessable and are
wholly-owned by the Company directly or indirectly through one of the other
Subsidiaries, free and clear of any lien, adverse claim, security interest,
equity or other encumbrance, except as disclosed in the Registration Statement
and the Prospectus (or any amendment or supplement thereto).

(f) There are no legal or governmental proceedings pending
or, to the knowledge of the Company, threatened, against the Company or any of
the Subsidiaries, or to which the Company or any of the Subsidiaries or any of
their respective properties is subject, that are required to be described in
the Registration Statement or the Prospectus but are not described as required.
There are no agreements, contracts, indentures, leases or other instruments
that are required to be described in the Registration Statement or the
Prospectus or to be filed as an exhibit to the Registration Statement that are
not described or filed as required by the Act. Neither the Company nor any of
the Subsidiaries is involved in any strike, job action or labor dispute, and to
the Company's best knowledge no such action or dispute is threatened.

(g) Neither the Company nor any of the Subsidiaries is (i) in
violation of its certificate of incorporation or by-laws or other
organizational documents, (ii) in violation of any law, ordinance,
administrative or governmental rule or regulation applicable to the Company or
any of the Subsidiaries, the violation of which would have a Material Adverse
Effect, (iii) in violation of any decree of any court or governmental agency or
body having jurisdiction over the Company or any of the Subsidiaries, or (iv)

in default in any material respect in the performance of any obligation,
agreement or condition contained in any bond, debenture, note or any other
evidence of indebtedness or in any material agreement, indenture, lease or
other instrument to which the Company or any of the Subsidiaries is a party or
by which any of them or any of their respective properties may be bound.

(h) Neither the issuance and sale of the Shares, the
execution, delivery or performance of this Agreement by the Company nor the
consummation by the Company of the transactions contemplated hereby (i)
requires any consent, approval, authorization or other order of, or
registration or filing with, any court, regulatory body, administrative agency
or other governmental body, agency or official (except such as may be required
for the registration of the Shares under the Act and the Exchange Act, all of
which have been or will be effected in accordance with this Agreement, and
compliance with the securities or Blue Sky laws of various jurisdictions) or
conflicts or will conflict with or constitutes or will constitute a breach of,
or a default under, the certificate of incorporation or bylaws, or other
organizational documents, of the Company or any of the Subsidiaries or (ii)
conflicts or will conflict with or constitutes or will constitute a breach of,
or a default under, any agreement, indenture, lease or other instrument to
which the Company or any of the Subsidiaries is a party or by which the Company
or any of the Subsidiaries or any of their respective properties may be bound,
violates or will violate any statute, law or regulation, filing, judgment,
injunction, order or decree applicable to the Company or any of the
Subsidiaries or any of their respective properties or will result in the
creation or imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any of the Subsidiaries pursuant to the terms of any
agreement or instrument to which it is a party or by which it may be bound or
to which any of the property or assets of it is subject.

(i) The accountants, Ernst & Young LLP and Tsakopulos Xxxxx
Xxxxxx & Anchors, who have certified or shall certify the financial statements
filed or to be filed as part of the Registration Statement or the Prospectus
(or any amendment or supplement thereto), are independent public accountants as
required by the Act.

(j) The financial statements, together with the related
schedules and notes forming part of the Registration Statement and the
Prospectus (and any amendment or supplement thereto), comply with the
requirements of the Act and present fairly the consolidated financial position,
results of operations and changes in stockholders' equity and cash flows of the
Company and the Subsidiaries on the basis stated in the Registration Statement
at the respective dates or for the respective periods to which they apply; such
statements and related schedules and notes have been prepared in accordance
with generally accepted accounting principles consistently applied throughout
the periods involved, except as disclosed therein; the pro forma financial
information included in the Registration Statement and the Prospectus (and any
amendment or supplement thereto) has been prepared in accordance with
requirements of the Act and the rules and regulations of the Commission with
respect to pro forma financial information (including Article 11 of Regulation
S-X) and have been properly computed on the basis described therein, and the
assumptions used in preparing the pro forma financial statements and other pro
forma financial information included in the Registration Statement and the
Prospectus (or any amendment or supplement thereto) are reasonable, and the
adjustments used therein are reasonably appropriate to give effect to the
transactions or circumstances referred to therein; and the other financial and
statistical information and data set forth in the Registration Statement and
the Prospectus (and any amendment or supplement thereto) are accurately
presented and prepared on a basis consistent with such financial statements and
the books and records of the Company.

(k) The Company has all requisite power and authority to
execute, deliver and perform its obligations under this Agreement. The
execution and delivery of, and the performance by the Company of its
obligations under, this Agreement have been duly and validly authorized by the
Company. This Agreement has been duly executed and delivered by the Company
and constitutes the valid and legally binding agreement of the Company,
enforceable against the Company in accordance with its terms, except as rights
to indemnity and contribution hereunder may be limited by federal or

state securities laws or principles of public policy and subject to the
qualification that the enforceability of the Company's obligations hereunder
may be limited by bankruptcy, fraudulent conveyance, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors'
rights generally and by general equitable principles.

(l) Except as disclosed in the Registration Statement and the
Prospectus (or any amendment or supplement thereto), subsequent to the
respective dates as of which such information is given in the Registration
Statement and the Prospectus (or any amendment or supplement thereto), neither
the Company nor any of the Subsidiaries has incurred any liability or
obligation, direct or contingent, or entered into any transaction that is
material to the Company and the Subsidiaries taken as a whole, and there has
not been any material change in the capital stock, or material increase in the
consolidated short-term or long-term debt, of the Company and the Subsidiaries,
or any material adverse change, or any development involving or which may
reasonably be expected to involve a prospective material adverse change, in the
condition (financial or other), business, prospects, properties, net worth or
results of operations of the Company and the Subsidiaries taken as a whole.

(m) Each of the Company and the Subsidiaries has good and
marketable title to all property (real and personal) described in the
Prospectus as being owned by it, free and clear of all liens, claims, security
interests or other encumbrances, except such as are described in the
Registration Statement and the Prospectus, and all the property described in
the Prospectus as being held under lease by the Company or any of the
Subsidiaries is held by it under valid, subsisting and enforceable leases.

(n) The Company has not distributed and, prior to the later
to occur of the Closing Date and completion of the distribution of the Shares,
will not distribute any offering material in connection with the offering and
sale of the Shares other than the Registration Statement, the Prepricing
Prospectus, the Prospectus or other materials, if any, permitted by the Act and
state securities or Blue Sky laws.

(o) Each of the Company and the Subsidiaries has such
permits, licenses, franchises, authorizations and clearances ("Permits") of
governmental or regulatory authorities, including without limitation, all
authorizations required for participation in federal financial aid programs
under Title IV ("Title IV Programs") of the Higher Education Act of 1965, as
amended, as are necessary to own, lease and operate its properties and to
conduct its business in the manner described in the Prospectus, subject to such
qualifications as may be set forth in the Prospectus. Subject to such
qualifications as may be set forth in the Prospectus, each of the Company and
the Subsidiaries has fulfilled and performed all its material obligations with
respect to the Permits, and no event has occurred which allows, or after notice
or lapse of time would allow, revocation or termination thereof or results in
any other material impairment of the rights of the holder of any Permit,
subject in each case to such qualification as may be set forth in the
Prospectus. Except as described in the Prospectus, none of the Permits
contains any restriction that is materially burdensome to the Company or any of
the Subsidiaries.

(p) Neither the Company nor any of any of the Subsidiaries
has received nor is it aware of any communication (written or oral) relating to
the termination or modification or threatened termination or modification of
the agreements described or referred to in the Prospectus nor is it aware of
any communication (written or oral) relating to any determination or threatened
determination not to renew or extend any agreement described or referred to in
the Prospectus at the end of the current term of any such agreement.

(q) The property, assets and operations of the Company and
the Subsidiaries comply in all material respects with all applicable federal,
state and local laws, rules, orders, decrees, judgments, injunctions,
licenses, permits or regulations relating to environmental matters (the
"Environmental Laws"). To the Company's best knowledge, none of the Company's
nor any of the Subsidiaries' property, assets or operations is the subject of
any federal, state or local investigation

evaluating whether any remedial action is needed to respond to a release of any
substance regulated by or form the basis of liability under any Environmental
Laws (a "Hazardous Material") into the environment or is in contravention of
any federal, state, local or foreign law, order or regulation. Neither the
Company nor any of the Subsidiaries has received any notice or claim, nor are
there any pending or, to the Company's best knowledge, threatened or reasonably
anticipated lawsuits or other proceedings against it with respect to violations
of an Environmental Law or in connection with the release of any Hazardous
Material into the environment. Neither the Company nor any of the Subsidiaries
has any material contingent liability in connection with any release of
Hazardous Material into the environment.

(r) Each of the Company and the Subsidiaries is insured by
insurers of recognized financial responsibility against such losses and risks
and in such amounts as is customary in the businesses in which it is engaged;
all policies of insurance insuring the Company and each of the Subsidiaries or
their respective businesses, assets, employees, officers and directors are in
full force and effect; the Company and each of the Subsidiaries is in
compliance with the terms of such policies and instruments in all material
respects; and there are no claims by the Company or any of the Subsidiaries
under any such policy or instrument as to which any insurance company is
denying liability or defending under a reservation of rights clause.

(s) The Company maintains a system of internal accounting
controls sufficient to provide reasonable assurances that (i) transactions are
executed in accordance with management's general or specific authorization;
(ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain accountability for assets; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; and (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

(t) Neither the Company nor any of the Subsidiaries nor, to
the Company's best knowledge, any employee or agent of the Company or any of
the Subsidiaries has made any payment of funds of the Company or any of the
Subsidiaries or received or retained any funds in violation of any law, rule or
regulation, which payment, receipt or retention of funds is of a character
required to be disclosed in the Prospectus.

(u) Each of the Company and the Subsidiaries has filed all
federal, state, local and foreign tax returns and tax forms required to be
filed; such returns and forms are complete and correct in all material
respects; and all taxes shown by such returns or otherwise assessed that are
due or payable have been paid, except such taxes as are being contested in good
faith and as to which adequate reserves have been provided. All payroll
withholdings required to be made by the Company or any of the Subsidiaries with
respect to employees have been made. The charges, accruals and reserves on the
books of the Company and the Subsidiaries in respect of any tax liability for
any year not finally determined are adequate to meet any assessments or
reassessments for additional taxes; and there have been no tax deficiencies
asserted and, to the best knowledge of the Company, no tax deficiency might be
reasonably asserted or threatened against the Company or any of the
Subsidiaries that could, individually or in the aggregate, have a Material
Adverse Effect.

(v) No holder of any security of the Company has any right
(other than rights that have been validly waived) to require registration of
shares of Common Stock or any other security of the Company because of the
filing of the registration statement or the consummation of the transactions
contemplated by this Agreement and, except as disclosed in the Prospectus, no
person has the right to require registration under the Act of any shares of
Common Stock or other securities of the Company. No person has the right,
contractual or otherwise, to cause the Company to permit such person to
underwrite the sale of any of the Shares. Except as described in or
contemplated by the Prospectus, there are no outstanding options, warrants or
other rights calling for the issuance of, and there are no

commitments, plans or arrangements to issue, any shares of capital stock of the
Company or any of the Subsidiaries or any security convertible into or
exchangeable or exercisable for capital stock of the Company or any of the
Subsidiaries.

(w) The Company and the Subsidiaries own or possess all
trademarks, trademark registrations, service marks, service xxxx registrations,
trade names, copyrights, licenses, trade secrets and rights described in the
Prospectus as being owned by any of them or necessary for the conduct of their
respective businesses, and the Company is not infringing upon the rights of any
other person with respect to the foregoing.

(x) The Company is not, and, upon the sale of the Shares to
be issued and sold by it hereunder and application of the net proceeds from
such sale as described in the Prospectus under the caption "Use of Proceeds,"
will not be an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

(y) The Company and each of the Subsidiaries is in compliance
with all provisions of Florida Statutes Section 517.075 and the regulations
thereunder, relating to issuers doing business with Cuba.

8. REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDERS.
Each of the Selling Stockholders represents and warrants to each Underwriter
that:

(a) Such Selling Stockholder now has, and on the Closing
Date and any Option Closing Date will have, valid and marketable title to the
Shares to be sold by such Selling Stockholder, free and clear of any lien,
claim, security interest or other encumbrance, including, without limitation,
any restriction on transfer or other defect in title.

(b) Such Selling Stockholder now has, and on the Closing
Date and any Option Closing Date will have, full legal right, power and
authorization, and any approval required by law (except such as may be required
under the Act or state securities or Blue Sky laws governing the purchase and
distribution of the Shares), to sell, assign, transfer and deliver the Shares
to be sold by such Selling Stockholder in the manner provided in this
Agreement, and upon delivery of and payment for such Shares hereunder, the
several Underwriters will acquire valid and marketable title to such Shares,
free and clear of any lien, claim, security interest, or other encumbrance or
restriction on transfer or other defect in title.

(c) This Agreement and the Custody Agreement have been
duly authorized, and the Custody Agreement has been, and this Agreement, when
executed and delivered on behalf of such Selling Stockholder in accordance with
the Custody Agreement, or in the case of the Pecks Managed Entities, by Pecks
Management Partners, Ltd., has been duly executed and delivered by or on behalf
of such Selling Stockholder and are the valid and binding agreements of such
Selling Stockholder, enforceable against such Selling Stockholder in accordance
with their respective terms, except as rights to indemnity and contribution
hereunder may be limited by federal or state securities laws or principles of
public policy and except as enforcement hereof and thereof may be limited by
bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and
other laws relating to or affecting creditors' rights generally and by general
equitable principles.

(d) Neither the execution and delivery of this Agreement
or the Custody Agreement by or on behalf of such Selling Stockholder nor the
consummation of the transactions herein or therein contemplated by or on behalf
of such Selling Stockholder requires any consent, approval, authorization or
order of, or filing or registration with, any court, regulatory body,
administrative agency or other governmental body, agency or official (except
such as may be required under the Act or state securities or Blue Sky laws
governing the purchase and distribution of the Shares) or conflicts or will
conflict with or constitutes or will constitute a breach of, or default under,
or violates or will violate, any

agreement, indenture or other instrument to which such Selling Stockholder is a
party or by which such Selling Stockholder is or may be bound or to which any
of such Selling Stockholder's property or assets is subject, or any statute,
law, rule, regulation, ruling, judgement, injunction, order or decree
applicable to such Selling Stockholder or to any property or assets of such
Selling Stockholder, except in each case as would not adversely affect the
ability of such Selling Stockholder to consummate the transactions contemplated
by this Agreement.

(e) Such Selling Stockholder has reviewed the
Registration Statement and the Prospectus. The parts of the Registration
Statement and the Prospectus relating to such Selling Stockholder do not
contain an untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. Such Selling Stockholder does not have
actual knowledge that the Registration Statement or Prospectus contains any
untrue statement of a material fact or omits to state a material fact necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading.

(f) The representation and warranties of such Selling
Stockholder herein and in the Custody Agreement are, and on the Closing Date
and any Option Closing Date will be, true and correct.

(g) Such Selling Stockholder has not taken, directly or
indirectly, any action designed to or that might reasonably be expected to
cause or result in stabilization or manipulation of the price of the Common
Stock to facilitate the sale or resale of the Shares, except for the lock-up
arrangements described in the Prospectus.

9. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to
indemnify and hold harmless each of you and each other Underwriter and each
person, if any, who controls any Underwriter within the meaning of Section 15
of the Act or Section 20 of the Exchange Act from and against any and all
losses, claims, damages, liabilities and expenses (including reasonable costs
of investigation) arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in any Prepricing Prospectus or
in the Registration Statement or the Prospectus or in any amendment or
supplement thereto, or arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or expenses arise out of or are based upon
any untrue statement or omission or alleged untrue statement or omission which
has been made therein or omitted therefrom in reliance upon and in conformity
with the information relating to such Underwriter furnished in writing to the
Company by or on behalf of any Underwriter through you expressly for use in
connection therewith; provided, however, that the indemnification contained in
this paragraph (a) with respect to any Prepricing Prospectus shall not inure to
the benefit of any Underwriter (or to the benefit of any person controlling
such Underwriter) on account of any such loss, claim, damage, liability or
expense arising from the sale of Shares by such Underwriter to any person if
(i) a copy of the Prospectus shall not have been delivered or sent to such
person within the time required by the Act and the untrue statement or alleged
untrue statement or omission or alleged omission of a material fact contained
in such Prepricing Prospectus was corrected in the Prospectus and (ii) the
Company has delivered the Prospectus to the several Underwriters in requisite
quantity on a timely basis to permit such delivery or sending. The foregoing
indemnity agreement shall be in addition to any liability which the Company may
otherwise have.

(b) If any action, suit or proceeding shall be brought
against any Underwriter or any person controlling any Underwriter in respect of
which indemnity may be sought against the Company, such Underwriter or such
controlling person shall promptly notify the Company, and the Company shall
assume the defense thereof, including the employment of counsel and payment of
all fees and expenses. Such Underwriter or any such controlling person shall
have the right to employ separate

counsel in any such action, suit or proceeding and to participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Underwriter or such controlling person unless (i) the Company
has agreed in writing to pay such fees and expenses, (ii) the Company has
failed to assume the defense and employ counsel or (iii) the named parties to
any such action, suit or proceeding (including any impleaded parties) include
both such Underwriter or such controlling person and the Company and such
Underwriter or such controlling person shall have been advised by its counsel
that representation of such indemnified party and the Company by the same
counsel would be inappropriate under applicable standards of professional
conduct (whether or not such representation by the same counsel has been
proposed) due to actual or potential differing interests between them (in which
case the Company shall not have the right to assume the defense of such action,
suit or proceeding on behalf of such Underwriter or such controlling person).
It is understood, however, that the Company shall, in connection with any one
such action, suit or proceeding or separate but substantially similar or
related actions, suits or proceedings in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the reasonable
fees and expenses of only one separate firm of attorneys (in addition to any
local counsel) at any time for all such Underwriters and controlling persons
not having actual or potential differing interests with you or among
themselves, which firm shall be designated in writing by Xxxxx Xxxxxx Inc., and
that all such fees and expenses shall be reimbursed as they are incurred. The
Company shall not be liable for any settlement of any such action, suit or
proceeding effected without its written consent, but if settled with such
written consent, or if there be a final judgment for the plaintiff in any such
action, suit or proceeding, the Company agrees to indemnify and hold harmless
any Underwriter and any such controlling person, to the extent provided in the
preceding paragraph, from and against any loss, claim, damage, liability or
expense by reason of such settlement or judgment.

(c) The Primary Selling Stockholders agree to indemnify
and hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act to the same extent as the indemnity from the Company to each
Underwriter set forth in paragraph (a) above, but only with respect to
information relating to such Primary Selling Stockholder furnished in writing
to the Company by or on behalf of such Primary Selling Stockholder expressly
for use in the Registration Statement, the Prospectus or any Prepricing
Prospectus, or any amendment or supplement thereto and subject to the
provisions of paragraph (g) below. The Over-allotment Selling Stockholders
agree to indemnify and hold harmless each Underwriter and each person, if any,
who controls any Underwriter within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act to the same extent as the indemnity from the
Company to each Underwriter set forth in paragraph (a) above, but subject to
the provisions of paragraph (g) below. In case any action or claim shall be
brought or asserted against any Underwriter or any such controlling person in
respect of which indemnity may be sought against the Selling Stockholders
pursuant to this paragraph (c), the Selling Stockholders shall have the rights
and duties given to the Company, and each Underwriter and any such controlling
person shall have the rights and duties given to the Underwriters, under
paragraph (b) above. The foregoing indemnity agreement shall be in addition to
any liability which the Selling Stockholders may otherwise have.

(d) Each Underwriter agrees, severally and not jointly,
to indemnify and hold harmless the Company, its directors, its officers who
sign the Registration Statement, any person who controls the Company within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act and each
Selling Stockholder, to the same extent as the foregoing indemnity from the
Company to each Underwriter, but only with respect to information relating to
such Underwriter furnished in writing to the Company by or on behalf of such
Underwriter through you expressly for use in the Registration Statement, the
Prospectus or any Prepricing Prospectus, or any amendment or supplement
thereto. If any action, suit or proceeding shall be brought against the
Company, any of its directors, any such officer, any such controlling person or
any Selling Stockholder based on the Registration Statement, the Prospectus or
any Prepricing Prospectus, or any amendment or supplement thereto, and in
respect of which indemnity may be sought against any Underwriter pursuant to
this paragraph (d), such

Underwriter shall have the rights and duties given to the Company by paragraph
(b) above (except that if the Company shall have assumed the defense thereof
such Underwriter shall not be required to do so, but may employ separate
counsel therein and participate in the defense thereof, but the fees and
expenses of such counsel shall be at such Underwriter's expense), and the
Company, its directors, any such officer, any such controlling person and any
Selling Stockholder shall have the rights and duties given to the Underwriters
by paragraph (b) above. The foregoing indemnity agreement shall be in addition
to any liability which the Underwriters may otherwise have.

(e) If the indemnification provided for in this Section 9
is unavailable to an indemnified party under paragraphs (a), (c) or (d) hereof
in respect of any losses, claims, damages, liabilities or expenses referred to
therein, then an indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company and the Selling Stockholders on the one hand and the Underwriters
on the other hand from the offering of the Shares, or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company and the
Selling Stockholders on the one hand and the Underwriters on the other hand in
connection with the statements or omissions that resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Underwriters on the other hand shall be deemed to be in the
same proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting discounts and
commissions received by the Underwriters, in each case as set forth in the
table on the cover page of the Prospectus; provided that, in the event that the
Underwriters shall have purchased any Additional Shares hereunder, any
determination of the relative benefits received by the Company and the Selling
Stockholders and the Underwriters from the offering of the Shares shall include
the net proceeds (before deducting expenses) received by the Company and the
Selling Stockholders, and the underwriting discounts and commissions received
by the Underwriters, from the sale of such Additional Shares, in each case
computed on the basis of the respective amounts set forth in the notes to the
table on the cover page of the Prospectus. The relative fault of the Company
and the Selling Stockholders on the one hand and the Underwriters on the other
hand shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company or the Selling Stockholders on the one hand or by the Underwriters
on the other hand and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

(f) The Company, the Selling Stockholders and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this Section 9 were determined by a pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation that does not take account of the equitable considerations
referred to in paragraph (e) above. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, liabilities and
expenses referred to in paragraph (e) above shall be deemed to include, subject
to the limitations set forth above, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating any claim
or defending any such action, suit or proceeding. Notwithstanding the
provisions of this Section 9, no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price of the Shares
underwritten by it and distributed to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations to
contribute pursuant to this Section 9 are several in proportion to the

respective numbers of Firm Shares set forth opposite their names in Schedule
III hereto (or such numbers of Firm Shares increased as set forth in Section 12
hereof) and not joint.

(g) Notwithstanding any other provision of this Section
9, the total liability of any Selling Stockholder for indemnification or
contribution under this Section 9 shall not exceed an amount equal to the
number of Shares sold by such Selling Stockholder hereunder multiplied by the
purchase price per share set forth in Section 2 hereof.

(h) No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending
or threatened action, suit or proceeding in respect of which any indemnified
party is or could have been a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such action, suit or proceeding.

(i) Any losses, claims, damages, liabilities or expenses
for which an indemnified party is entitled to indemnification or contribution
under this Section 9 shall be paid by the indemnifying party to the indemnified
party as such losses, claims, damages, liabilities or expenses are incurred.
The indemnity and contribution agreements contained in this Section 9 and the
representations and warranties of the Company and the Selling Stockholders set
forth in this Agreement shall remain operative and in full force and effect,
regardless of (i) any investigation made by or on behalf of any Underwriter or
any person controlling any Underwriter, the Company, its directors or officers
or any person controlling the Company or the Selling Stockholders, (ii)
acceptance of any Shares and payment therefor hereunder and (iii) any
termination of this Agreement. A successor to any Underwriter or any person
controlling any Underwriter, or to the Company, its directors or officers, or
any person controlling the Company or the Selling Stockholders shall be
entitled to the benefits of the indemnity, contribution and reimbursement
agreements contained in this Section 9.

10. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several
obligations of the Underwriters to purchase the Firm Shares hereunder are
subject to the following conditions:

(a) If, at the time this Agreement is executed and
delivered, it is necessary for the registration statement or a post-effective
amendment thereto or an Abbreviated Registration Statement to be declared
effective before the offering of the Shares may commence, the registration
statement or such post-effective amendment or Abbreviated Registration
Statement shall have become effective not later than 5:30 P.M., New York City
time, on the date hereof, or at such later date and time as shall be consented
to in writing by you, and all filings, if any, required by Rules 424 and 430A
under the Act shall have been timely made.

(b) Subsequent to the effective date of this Agreement,
there shall not have occurred (i) any change, or any development involving a
prospective change, in or affecting the condition (financial or other),
business, prospects, properties, net worth, or results of operations of the
Company or any of the Subsidiaries not contemplated by the Prospectus, which in
your opinion, as Representatives of the several Underwriters, would materially,
adversely affect the market for the Shares, or (ii) any event or development
relating to or involving the Company or any of the Subsidiaries, or any officer
or director of the Company or any of the Subsidiaries, which makes any
statement made in the Prospectus untrue or which, in the opinion of the Company
and its counsel or the Underwriters and their counsel, requires the making of
any addition to or change in the Prospectus in order to state a material fact
required by the Act or any other law to be stated therein or necessary in order
to make the statements therein not misleading, if amending or supplementing the
Prospectus to reflect such event or development would, in your opinion, as
Representatives of the several Underwriters, materially, adversely affect the
market for the Shares.

(c) You shall have received on the Closing Date an opinion of
Greenberg, Traurig, Hoffman, Lipoff, Xxxxx & Xxxxxxx, P.A., counsel for the
Company and the Selling Stockholders, dated the Closing Date and addressed to
you, as Representatives of the several Underwriters, that:

(i) The Company is a corporation duly incorporated and
validly existing in good standing under the laws of the State of
Delaware with full corporate power and authority to conduct its
business as described in the Registration Statement and the Prospectus
(and any amendment or supplement thereto), and is duly qualified to
conduct its business and is in good standing as a foreign corporation
in each jurisdiction where the conduct of its business requires
qualification, except where the failure so to register or qualify
would not have a Material Adverse Effect;

(ii) Each Subsidiary is a corporation duly incorporated and
validly existing and in good standing under the laws of the
jurisdiction of its organization, with full corporate power and
authority to conduct its business as described in the Registration
Statement and the Prospectus (and any amendment or supplement
thereto); each Subsidiary is duly qualified to conduct its business
and is in good standing as a foreign corporation in each jurisdiction
where the conduct of its business requires such registration or
qualification, except where the failure so to register or qualify or
to be in good standing would not have a Material Adverse Effect; and
all the outstanding shares of capital stock of each of the
Subsidiaries have been duly authorized and validly issued, are fully
paid and nonassessable and are owned of record by the Company
directly, or indirectly through one of the other Subsidiaries, free
and clear of any perfected security interest or, to such counsel's
knowledge, any other lien, adverse claim, equity or other encumbrance,
except as disclosed in the Registration Statement and the Prospectus
(or any amendment or supplement thereto);

(iii) The authorized capital stock of the Company is as set
forth under the caption "Capitalization" in the Prospectus, and the
authorized capital stock of the Company conforms in all material
respects as to legal matters to the description contained in the
Prospectus under the caption "Description of Capital Stock";

(iv) All the shares of capital stock of the Company
outstanding prior to the issuance of the Shares have been duly
authorized and validly issued and are fully paid and nonassessable;

(v) The Shares have been duly authorized and, when issued and
delivered to the Underwriters against payment therefor in accordance
with the terms hereof, will be validly issued, fully paid and
nonassessable and free of (A) any preemptive rights arising under the
Company's certificate of incorporation or the Delaware General
Corporation Law or(B) to the knowledge of such counsel, similar rights
provided for in any agreement filed as an exhibit to the Registration
Statement that entitle or will entitle any person to acquire any
shares of capital stock of the Company upon the issuance and sale of
the Shares by the Company;

(vi) The form of certificate for the Shares conforms to the
requirements of the Delaware General Corporation Law;

(vii) Such counsel has received oral confirmation from the
staff of the Commission that the Registration Statement and all
post-effective amendments, if any, have become effective under the Act
and, to the knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceedings for that purpose are pending before or contemplated by the
Commission; and any required filing of the Prospectus pursuant to Rule
424(b) has been made in accordance with Rule 424(b);

(viii) The Company has the corporate power and authority to
enter into this Agreement and to issue, sell and deliver to the
Underwriters the Shares to be issued and sold by the Company as
provided herein, and this Agreement has been duly authorized, executed
and delivered by the Company and is a valid, legal and binding
agreement of the Company, enforceable against the Company in
accordance with its terms, except as enforcement of rights to
indemnity and contribution hereunder may be limited by federal or
state securities laws or principles of public policy and subject to
the qualification that the enforceability of the Company's obligations
hereunder may be limited by bankruptcy, fraudulent conveyance,
insolvency, reorganization, moratorium and other laws relating to or
affecting creditors' rights generally and by general equitable
principles;

(ix) To the knowledge of such counsel, neither the Company
nor any of the Subsidiaries is in violation of its certificate of
incorporation or bylaws or in default in the performance of any
material obligation, agreement or condition contained in any bond,
debenture, note or other evidence of indebtedness, or in any
agreement, indenture, lease or other instrument to which the Company
or any Subsidiary is a party or by which any of them or any of their
respective properties may be bound which default would have a Material
Adverse Effect, in each case that is made an exhibit to the
Registration Statement;

(x) Neither the offer, sale or delivery of the Shares, the
execution, delivery or performance of this Agreement, compliance by
the Company with the provisions hereof nor consummation by the Company
of the transactions contemplated hereby conflicts with or constitutes
a breach of, or a default under, the certificate of incorporation or
bylaws, or other organizational documents, of the Company or any of
the Subsidiaries or any agreement, indenture, lease or other
instrument to which the Company or any of the Subsidiaries is a party
or by which the Company or any of the Subsidiaries or any of their
respective properties is bound that is made an exhibit to the
Registration Statement, or is known to such counsel after reasonable
inquiry, or to the knowledge of such counsel will result in the
creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company or any of the Subsidiaries, nor, to
our knowledge, will any such action result in any violation of any
existing law, regulation, ruling (assuming compliance with all
applicable state securities or Blue Sky laws), judgment, injunction,
order ordecree applicable to the Company or any of the Subsidiaries or
any of their respective properties;

(xi) No consent, approval, authorization or other order of,
or registration or filing with, any court, regulatory body,
administrative agency or other governmental body, agency, or official
is required on the part of the Company or any of the Subsidiaries
(except as have been obtained under the Act and the Exchange Act or
such as may be required under state securities or Blue Sky laws
governing the purchase and distribution of the Shares and the
clearance of the Offering with the National Association of Securities
Dealers) for the valid issuance and sale of the Shares to the
Underwriters as contemplated by this Agreement;

(xii) The Registration Statement and the Prospectus and any
supplements or amendments thereto (except for the financial statements
and the notes thereto and the schedules and other financial and
statistical data included therein, as to which such counsel need not
express any opinion) comply as to form in all material respects with
the requirements of the Act;

(xiii) To the knowledge of such counsel, (A) there are no
legal or governmental proceedings pending or threatened against the
Company or any of the Subsidiaries, or to which the Company or any of
the Subsidiaries or any of their respective properties is subject,
which are required to be described in the Registration Statement or
Prospectus (or any amendment or supplement thereto) that are not
described as required and (B) there are no agreements,

contracts, indentures, leases or other instruments that are required
to be described in the Registration Statement or the Prospectus (or
any amendment or supplement thereto) or to be filed as an exhibit to
the Registration Statement that are not described or filed as
required, as the case may be;

(xiv) To the knowledge of such counsel, neither the Company
nor any of the Subsidiaries is in violation of any law, ordinance,
administrative or governmental rule or regulation applicable to the
Company or any such Subsidiary the violation of which would have a
Material Adverse Effect, or of any decree of any court or governmental
agency or body having jurisdiction over the Company or any of the
Subsidiaries;

(xv) To the knowledge of such counsel, each of the Company
and the Subsidiaries has all necessary Permits (other than those
Permits specifically required to participate in Title IV Programs or
pursuant to which the Company or any of the Subsidiaries must be
authorized by applicable states to engage in rendering educational
services, as to which such counsel need not express an opinion), to
own its properties and to conduct its business as now being conducted
as described in the Registration Statement and the Prospectus (except
where the failure to so have any such Permits, individually or in the
aggregate, would not have a Material Adverse Effect);

(xvi) The statements in the Registration Statement and
Prospectus, insofar as they refer to statements of law or legal
conclusions, are accurate in all material respects (except with
respect to Title IV Programs, as to which such counsel need not
express an opinion);

(xvii) Except as described in the Prospectus, such counsel
does not know of any holder of any securities of the Company or any of
the Subsidiaries who has the right, as a result of the filing of the
Registration Statement, to require the Company to register under the
Act any shares of Common Stock or other securities of the Company, and
any registration rights in connection with the offering contemplated
hereby have been validly waived;

(xviii) The Company is not an "investment company" or a
person "controlled" by an "investment company" within the meaning of
the Investment Company Act of 1940, as amended;

(xix) This Agreement and the Custody Agreement have each
been duly executed and delivered by or on behalf the Selling
Stockholders;

(xx) To the knowledge of such counsel, each of the Selling
Stockholders has full legal right, power and authorization, and any
approval required by law, to sell, assign, transfer and deliver good
and marketable title to the Shares which such Selling Stockholder has
agreed to sell pursuant to this Agreement; upon delivery of such
Shares pursuant to this Agreement and payment therefor as contemplated
herein and assuming that the several Underwriters purchased such
Shares in good faith and without notice of an adverse claim within the
meaning of the Uniform Commercial Code (the "UCC"), the Underwriters
will acquire such Shares free and clear of any adverse claim (within
the meaning of Section 8-302 of the UCC);

(xxi) To the knowledge of such counsel, the execution and
delivery of this Agreement and the Custody Agreement by or on behalf
of the Selling Stockholders and the consummation of the transactions
contemplated hereby and thereby will not conflict with, violate,
result in a breach of or constitute a default under the terms or
provisions of any agreement, indenture or other instrument to which
any of the Selling Stockholder is a party or by which any of the
Selling Stockholders or the assets or property of any of the Selling
Stockholders is bound, or any court order or decree or any law, rule,
or regulation applicable

to any of the Selling Stockholders or to the property or assets of any
of the Selling Stockholders; and

In addition, such counsel shall state that although such
counsel has not undertaken, except as otherwise indicated in their opinion, to
determine independently, and does not assume any responsibility for, the
accuracy, completeness or fairness of the statements in the Registration
Statement, such counsel has participated in the preparation of the Registration
Statement and the Prospectus, including review and discussion of the contents
thereof, and nothing has come to the attention of such counsel that has caused
it to believe that the Registration Statement, at the time the Registration
Statement became effective, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or that the Prospectus, as of its
date and as of the Closing Date or the Option Closing Date, as the case may be,
contained or contains an untrue statement of a material fact or omitted or
omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or that any amendment or supplement to the Prospectus, as of its
date, and as of the Closing Date or the Option Closing Date, as the case may
be, contained or contains an untrue statement of a material fact or omitted or
omits to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading (it being understood that such counsel need express no opinion with
respect to the financial statements and the notes thereto and the schedules and
other financial and statistical data included in the Registration Statement or
the Prospectus).

In rendering their opinion as aforesaid, such counsel may rely
as to factual matters (i) upon certificates of the Selling Stockholders and
(ii) the representations of the Selling Stockholders contained herein and in
the Custody Agreement. In rendering their opinion as aforesaid, counsel may
rely upon an opinion or opinions, each dated the Closing Date, of other counsel
retained by them or the Company as to laws of any jurisdiction other than the
federal laws of United States or the State of New York or the corporation law
of the State of Delaware, provided that (1) each such local counsel is
acceptable to the Representatives, (2) such reliance is expressly authorized by
each opinion so relied upon and a copy of each such opinion is delivered to the
Representatives and is, in form and substance, satisfactory to them and counsel
for the Underwriters and (3) counsel shall state in their opinion that they
believe that they and the Underwriters are justified in relying thereon.

(d) You shall have received on the Closing Date an opinion of
Xxxxx & Xxxxxxxxx, special regulatory counsel for the Company, dated the
Closing Date and addressed to you, as Representatives of the several
Underwriters, that:

(i) The statements in the Prospectus under the captions
"Risk Factors--Dependance on Title IV Funding; Regulatory Compliance
as a Condition for Continued Eligibility for Title IV Funding," "Risk
Factors--Change in Ownership Resulting in Change in Control," "Risk
Factors--Participation in Federal Direct Lending Program; Risk of
Legislative Action," Risk Factors-Reliance on Acquisitions," and
"Financial Aid and Regulation," and other references therein to
educational regulatory matters, insofar as such statements constitute
a summary of applicable federal and state laws and regulations or a
summary of judicial or administrative proceedings, are accurate and
present fairly the information purported to be shown;

(ii) No facts have come to the attention of such counsel,
that lead them to believe that the information contained in the
Registration Statement and the Prospectus forming a part thereof under
the captions "Risk Factors--Dependance on Title IV Funding; Regulatory
Compliance as a Condition for Continued Eligibility for Title IV
Funding," "Risk Factors--Change in Ownership Resulting in Change in
Control," Risk Factors-Participation in Federal Direct Lending
Program; Risk of Legislative Action," Risk Factors--Reliance on

Acquisitions," and "Financial Aid and Regulation," as of the time the
Registration Statement became effective and as of the date of the
Prospectus and as of the Closing Date, contained any untrue statement
of a material fact, or omitted to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading;

(iii) Consummation of the Offering will not constitute a
change in ownership resulting in a change in control (as defined in
the Rules and Regulations under the Higher Education Act of 1965, as
amended); and

(iv) To the knowledge of such counsel, each of the Company
and the Subsidiaries has all necessary Permits required for each of
the Company and the Subsidiaries to participate in Title IV Programs
or pursuant to which the Company or any of the Subsidiaries must be
authorized by applicable states to engage in rendering educational
services as described in the Registration Statement and the Prospectus
(except where the failure to so have any such Permits, individually or
in the aggregate, would not have a Material Adverse Effect).

(e) You shall have received on the Closing Date an opinion of
Xxxxx Xxxxxxxxxx, counsel for the Underwriters, dated the Closing Date and
addressed to you, as Representatives of the several Underwriters, with respect
to the matters referred to in clauses (v) (other than subclause (B) thereof),
(vii), (viii), (xii) and the penultimate paragraph of Section 10(c) hereof and
such other related matters as you may request.

(f) You shall have received letters addressed to you and
dated the date hereof and the Closing Date from Ernst & Young LLP, independent
certified public accountants, substantially in the forms heretofore approved by
you.

(g)(i) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or, to the knowledge of the Company,
contemplated by the Commission at or prior to the Closing Date and any request
of the Commission for additional information (to be included in the
registration statement or the prospectus or otherwise) shall have been complied
with; (ii) there shall not have been any material change in the capital stock
of the Company nor any material increase in the short-term or long-term debt of
the Company and the Subsidiaries, taken as a whole, from that set forth or
contemplated in the Registration Statement or the Prospectus (or any amendment
or supplement thereto); (iii) there shall not have been, since the respective
dates as of which information is given in the Registration Statement and the
Prospectus (or any amendment or supplement thereto), except as may otherwise be
stated in the Registration Statement and Prospectus (or any amendment or
supplement thereto), any material adverse change in the condition (financial or
other), business, prospects, properties, net worth or results of operations of
the Company and the Subsidiaries, taken as a whole; (iv) neither the Company
nor any of the Subsidiaries shall have any liabilities or obligations, direct
or contingent (whether or not in the ordinary course of business), that are
material to the Company and the Subsidiaries, taken as a whole, other than
those reflected in or contemplated by the Registration Statement or the
Prospectus (or any amendment or supplement thereto); and (v) all the
representations and warranties of the Company contained in this Agreement shall
be true and correct in all material respects on and as of the date hereof and
on and as of the Closing Date as if made on and as of the Closing Date, and you
shall have received a certificate, dated the Closing Date and signed by the
chief executive officer and the chief financial officer of the Company (or such
other officers as are acceptable to you), as to the matters set forth in this
Section 10(g) and in Section 10(h) hereof.

(h) The Company shall not have failed at or prior to the
Closing Date to have performed or complied with any of its agreements herein
contained and required to be performed or complied with by it hereunder at or
prior to the Closing Date.

(i) All the representations and warranties of the Selling
Stockholders contained in this Agreement shall be true and correct on and as of
the date hereof and on and as of the Closing Date as if made on and as of the
Closing Date, and you shall have received a certificate, dated the Closing Date
and signed by or on behalf of the Selling Stockholders to the effect set forth
in this Section 10(i) and in Section 10(j) hereof.

(j) The Selling Stockholders shall not have failed at or
prior to the Closing Date to have performed or complied with any of their
agreements herein contained and required to be performed or complied with by
them hereunder at or prior to the Closing Date.

(k) The Shares shall have been approved for quotation subject
to notice of issuance on the Nasdaq Stock Market's National Market.

(l) The Company shall have furnished or caused to be
furnished to you such further certificates and documents as you shall have
reasonably requested.

All such opinions, certificates, letters and other documents
will be in compliance with the provisions hereof only if they are satisfactory
in form and substance to you, as Representatives of the several Underwriters,
and counsel for the Underwriters.

Any certificate or document signed by any officer of the
Company and delivered to you, as Representatives of the several Underwriters,
or to counsel for the Underwriters, shall be deemed a representation or
warranty by the Company to each Underwriter as to the statements made therein.

The several obligations of the Underwriters to purchase
Additional Shares hereunder are subject to the satisfaction on and as of any
Option Closing Date of the conditions set forth in this Section 10, except
that, if any Option Closing Date is other than the Closing Date, the
certificates, opinions and letters referred to in paragraphs (c) through (g)
and paragraph (i) shall be dated the Option Closing Date in question and the
opinions called for by paragraphs (c), (d) and (e) shall be revised to reflect
the sale of Additional Shares.

11. EXPENSES. The Company agrees to pay the following costs and
expenses and all other costs and expenses incident to the performance by it of
its obligations hereunder: (i) the preparation, printing or reproduction, and
filing with the Commission of the registration statement (including financial
statements and exhibits thereto), each Prepricing Prospectus, the Prospectus,
and each amendment or supplement to any of them; (ii) the printing (or
reproduction) and delivery (including postage, air freight charges and charges
for counting and packaging) of such copies of the registration statement, each
Prepricing Prospectus, the Prospectus, and all amendments or supplements to any
of them as may be reasonably requested for use in connection with the offering
and sale of the Shares; (iii) the preparation, printing, authentication,
issuance and delivery of certificates for the Shares, including any stamp taxes
in connection with the offering of the Shares; (iv) the printing (or
reproduction) and delivery of this Agreement, the preliminary and supplemental
Blue Sky Memoranda and all other agreements or documents printed (or
reproduced) and delivered in connection with the offering of the Shares; (v)
the registration of the Common Stock under the Exchange Act and the listing of
the Shares on the Nasdaq National Market; (vi) the registration or
qualification of the Shares for offer and sale under the securities or Blue Sky
laws of the several states as provided in Section 5(g) hereof (including the
reasonable fees, expenses and disbursements of counsel for the Underwriters
relating to the preparation, printing or reproduction, and delivery of the
preliminary and supplemental Blue Sky Memoranda and such registration and
qualification); (vii) the filing fees and the reasonable fees and expenses of
counsel for the Underwriters in connection with any filings required to be made
with the National Association of Securities Dealers, Inc. in connection with
the offering; (viii) the transportation and other expenses incurred by or on
behalf of representatives of the Company in connection with presentations to
prospective purchasers of the Shares; (ix) the fees and expenses of the

Company's accountants and the fees and expenses of counsel (including local and
special counsel) for the Company; and (x) the performance by the Company of its
other obligations under this Agreement.

12. EFFECTIVE DATE OF AGREEMENT. This Agreement shall become
effective: (i) upon the execution and delivery hereof by the parties hereto;
or (ii) if, at the time this Agreement is executed and delivered, it is
necessary for the registration statement or a post-effective amendment thereto
or an Abbreviated Registration Statement to be declared or become effective
before the offering of the Shares may commence, when notification of the
effectiveness of the registration statement or such post-effective amendment
has been released by the Commission or such Abbreviated Registration Statement
has, pursuant to the provisions of Rule 462 under the Act, become effective.
Until such time as this Agreement shall have become effective, it may be
terminated by the Company, by notifying you, or by you, as Representatives of
the several Underwriters, by notifying the Company.

If any one or more of the Underwriters shall fail or refuse to
purchase Shares which it or they have agreed to purchase hereunder, and the
aggregate number of Shares which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase is not more than one-tenth of the
aggregate number of Shares which the Underwriters are obligated to purchase on
the Closing Date, each non-defaulting Underwriter shall be obligated,
severally, in the proportion which the number of Firm Shares set forth opposite
its name in Schedule I hereto bears to the aggregate number of Firm Shares set
forth opposite the names of all non-defaulting Underwriters or in such other
proportion as you may specify in accordance with Section 20 of the Master
Agreement Among Underwriters of Xxxxx Xxxxxx, Xxxxxx Xxxxx & Co. Incorporated
(predecessor of Xxxxx Xxxxxx Inc.), to purchase the Shares which such
defaulting Underwriter or Underwriters agreed, but failed or refused, to
purchase. If any Underwriter or Underwriters shall fail or refuse to purchase
Shares which it or they are obligated to purchase on the Closing Date and the
aggregate number of Shares with respect to which such default occurs is more
than one-tenth of the aggregate number of Shares which the Underwriters are
obligated to purchase on the Closing Date and arrangements satisfactory to you
and the Company for the purchase of such Shares by one or more non-defaulting
Underwriters or other party or parties approved by you and the Company are not
made within 36 hours after such default, this Agreement will terminate without
liability on the part of any non-defaulting Underwriter or the Company. In any
such case which does not result in termination of this Agreement, either you or
the Company shall have the right to postpone the Closing Date, but in no event
for longer than seven days, in order that the required changes, if any, in the
Registration Statement and the Prospectus or any other documents or
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any such
default of any such Underwriter under this Agreement. The term "Underwriter"
as used in this Agreement includes, for all purposes of this Agreement, any
party not listed in Schedule III hereto who, with your approval and the
approval of the Company, purchases Shares which a defaulting Underwriter
agreed, but failed or refused, to purchase.

Any notice under this Section 12 may be given by telegram,
telecopy or telephone but shall be subsequently confirmed by letter.

13. TERMINATION OF AGREEMENT. This Agreement shall be subject to
termination in your absolute discretion, without liability on the part of any
Underwriter to the Company, by notice to the Company, the Attorneys-in-Fact and
the Pecks Managed Entities, if prior to the Closing Date or any Option Closing
Date (if different from the Closing Date and then only as to the Additional
Shares), as the case may be, (i) trading in securities generally on the New
York Stock Exchange, the American Stock Exchange or the Nasdaq National Market
shall have been suspended or materially limited, (ii) a general moratorium on
commercial banking activities in New York shall have been declared by either
federal or state authorities, or (iii) there shall have occurred any outbreak
or escalation of hostilities or other international or domestic calamity,
crisis or change in political, financial or economic conditions, the effect of
which on the financial markets of the United States is such as to make it, in
your judgment, impracticable or inadvisable to commence or continue the
offering of the Shares at the offering price

to the public set forth on the cover page of the Prospectus or to enforce
contracts for the resale of the Shares by the Underwriters. Notice of such
termination may be given by telegram, telecopy or telephone and shall be
subsequently confirmed by letter.

14. INFORMATION FURNISHED BY THE UNDERWRITERS. The statements set
forth in the last paragraph on the cover page, the stabilization legend on the
inside front cover page and the statements in the first and third paragraphs
under the caption "Underwriting" in any Prepricing Prospectus and in the
Prospectus constitute the only information furnished by or on behalf of the
Underwriters through you as such information is referred to in Sections 7(b)
and 9 hereof.

15. MISCELLANEOUS. Except as otherwise provided in Sections 5, 12
and 13 hereof, notice given pursuant to any provision of this Agreement shall
be in writing and shall be delivered (i) if to the Company, at the office of
the Company at 0000 Xxxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000,
Attention: Xxxx X. Xxxxxx, Chairman of the Board, President and Chief Executive
Officer, with a copy to Greenberg, Traurig, Hoffman, Lipoff, Xxxxx & Quentel,
P.A., 000 Xxxxx Xxxxxxx Xxxxx, Xxxx Xxxx Xxxxx, Xxxxxxx 00000, Attention:
Xxxxxx X. Xxxxx, Esq.; (ii) if to the Selling Stockholders (other than the
Pecks Managed Entities), in care of the Attorney-in-Fact at the office of the
Company, at the address given in clause (i), with a copy to Greenberg, Traurig,
Hoffman, Lipoff, Xxxxx & Quentel, P.A., Attention: Xxxxxx X. Xxxxx at the
address given in clause (i); (iii) if to the Pecks Managed Entities, care of
Pecks Management Partners Ltd. Xxx Xxxxxxxxxxx Xxxxx; Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, Managing Director; or (iii) if to you, as
Representatives of the several Underwriters, care of Xxxxx Xxxxxx Inc., 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Manager, Investment
Banking Division, with a copy to Xxxxx Xxxxxxxxxx, 0000 Xxxxxx xx xxx Xxxxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxxx X. Xxxxxx, Esq.

This Agreement has been and is made solely for the benefit of
the several Underwriters, the Company, its directors, its officers who sign the
Registration Statement and the controlling persons referred to in Section 9
hereof and, to the extent provided herein, their respective successors and
assigns, and no other person shall acquire or have any right under or by virtue
of this Agreement. Neither the term "successor" nor the term "successors and
assigns" as used in this Agreement shall include a purchaser from any
Underwriter of any of the Shares in his status as such purchaser.

16. APPLICABLE LAW; COUNTERPARTS. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed within the State of New York.

This Agreement may be signed in various counterparts which
together constitute one and the same instrument. If signed in counterparts,
this Agreement shall not become effective unless at least one counterpart
hereof shall have been executed and delivered on behalf of each party hereto.

Please confirm that the foregoing correctly sets forth the
agreement among the Company, the several Selling Stockholders and the several
Underwriters.

Very truly yours,

EDUCATIONAL MEDICAL INC.

By:
------------------------------------

EACH OF THE SELLING
STOCKHOLDERS NAMED IN
SCHEDULES I AND II HERETO
(other than the Pecks
Managed Entities)

By:
------------------------------------
Attorney-in-Fact

TRUST FOR DEFINED
BENEFIT PLAN OF ICI
AMERICAN HOLDINGS INC.

By: Pecks Management Partners,
Ltd., its Investment
Advisor

By:
------------------------------------
Xxxxxx X. Xxxxxx
Managing Director

TRUST FOR DEFINED
BENEFIT PLAN OF ZENECA
HOLDINGS, INC.

By: Pecks Management Partners,
Ltd., its Investment
Advisor

26
By:
------------------------------------
Xxxxxx X. Xxxxxx
Managing Director

DELAWARE STATE
EMPLOYEES' RETIREMENT
FUND

By: Pecks Management Partners,
Ltd., its Investment
Advisor

By:
------------------------------------
Xxxxxx X. Xxxxxx
Managing Director

Confirmed as of the date first
above mentioned on behalf of
themselves and the other several
Underwriters named in Schedule III
hereto.

XXXXX XXXXXX INC.
XXXXXXXXXX SECURITIES

As Representatives of the Several Underwriters

By: XXXXX XXXXXX INC.

By:
--------------------------------------------
Managing Director

SCHEDULE III

EDUCATIONAL MEDICAL INC.

Number of
Underwriter Firm Shares
----------- -----------

Xxxxx Xxxxxx Inc. . . . . . . . . . . . . . . . . . . . . . . . .
Xxxxxxxxxx Securities . . . . . . . . . . . . . . . . . . . . . .

-----------
Total . . . . . . . . . .
2,700,000
===========

SCHEDULE I

EDUCATIONAL MEDICAL INC.

Number of
Primary Selling Stockholder Firm Shares
--------------------------- -----------

Sirrom Capital Corporation . . . . . . . . . . . . . . . . . . . 83,674
AI Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 3/Xxxxxxxxx . . . . . . . . . . . . . . . . . . . . . . .
Xxxxxxx, Xxxxxxx . . . . . . . . . . . . . . . . . . . . . . . .
Xxxxxx, Xxxxxxxxxx X. . . . . . . . . . . . . . . . . . . . . . .
Bradford, Jr., Xxxxxxx X. . . . . . . . . . . . . . . . . . . . .
Xxxxxx, Xxxxx X. . . . . . . . . . . . . . . . . . . . . . . . .
Xxxxx, Xxxxxx X. & Xxx X. . . . . . . . . . . . . . . . . . . . .
CGEN LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Xxxxx, Xxxxx . . . . . . . . . . . . . . . . . . . . . . . . . .
Xxxxxxx, Xxxxxx . . . . . . . . . . . . . . . . . . . . . . . . .
Xxxxxxx, Xxxxxx & Xxxxx . . . . . . . . . . . . . . . . . . . . .
Xxxxxxxxx, Xxxxxxx X. . . . . . . . . . . . . . . . . . . . . . .
Xxxx, Xxxxx X. . . . . . . . . . . . . . . . . . . . . . . . . .
Hare & Co. (State of Washington State Investment Board) . . . . .
Xxxxxxx, Xxxxxx X. . . . . . . . . . . . . . . . . . . . . . . .
Honeywell Master Trust . . . . . . . . . . . . . . . . . . . . .
Xxxxxxxxx, X. Xxxxx & Xxxx K (Trustees) . . . . . . . . . . . . .
Xxxxxx, Xxxx X. . . . . . . . . . . . . . . . . . . . . . . . . .
Xxxxxx, Xxxxxx. . . . . . . . . . . . . . . . . . . . . . . . . .
Xxx, Xxxxx X. . . . . . . . . . . . . . . . . . . . . . . . . . .
Laden, Xxxxxx. . . . . . . . . . . . . . . . . . . . . . . . . .
Lembas, Xxxxxx X. . . . . . . . . . . . . . . . . . . . . . . . .
Manufacturers Life Insurance Co. . . . . . . . . . . . . . . . .
XxXxx Xxxxxx . . . . . . . . . . . . . . . . . . . . . . . . . .
Xxxxxxx, X. Xxxxxxx . . . . . . . . . . . . . . . . . . . . . . .
Meynet, Xxxxxxxx Xxxx . . . . . . . . . . . . . . . . . . . . . .
MFO Management . . . . . . . . . . . . . . . . . . . . . . . . .
Morningstar Associates . . . . . . . . . . . . . . . . . . . . .
Xxxx, X.X. Xxxxxxx Estate of . . . . . . . . . . . . . . . . . .
Xxxx, Xxxxxxxx T--1952 Trust . . . . . . . . . . . . . . . . . .
Xxxx, Xxxx X. . . . . . . . . . . . . . . . . . . . . . . . . . .
Xxxx, Xxxxxxx X.--1952 Trust . . . . . . . . . . . . . . . . . .
Xxxx, Xxxxxxx X. . . . . . . . . . . . . . . . . . . . . . . . .
Nigra, Xxxxxx X. . . . . . . . . . . . . . . . . . . . . . . . .
Xxxxxxx, Xxxxxx . . . . . . . . . . . . . . . . . . . . . . . . .
Pantheon USA Fund Limited . . . . . . . . . . . . . . . . . . . .

I-1

Xxxxxxxx, Xxxxxx . . . . . . . . . . . . . . . . . . . . . . . .
Poor, Xxxx X. . . . . . . . . . . . . . . . . . . . . . . . . . .
Xxxxxxxxx, Xxxxxxx X . . . . . . . . . . . . . . . . . . . . . .
Xxxxxxxxx, T.V . . . . . . . . . . . . . . . . . . . . . . . . .
Xxxxxx, Xxxxxxx . . . . . . . . . . . . . . . . . . . . . . . . .
Tandon, Xxxxxxx Xxx . . . . . . . . . . . . . . . . . . . . . . .
Xxxxxxx, Xxxxxxx . . . . . . . . . . . . . . . . . . . . . . . .
Venvest, Inc. . . . . . . . . . . . . . . . . . . . . . . . . .
Xxxxxxx, Xxxxx . . . . . . . . . . . . . . . . . . . . . . . . .
Xxxxxxx, Xxxxxxx . . . . . . . . . . . . . . . . . . . . . . . .
Xxxxxx, Xxxxxxx c/f . . . . . . . . . . . . . . . . . . . . . . .
Xxxxx, Xxxxxx as Trustee For
Xxxxxxx Xxxxxxxxx Xxxxx Trust . . . . . . . . . . . . . . . . . .
Xxxxx, Xxxxxx as Trustee For
Xxxxx Xxxxxxx Xxxxx Trust . . . . . . . . . . . . . . . . . . . .
Xxxxx, Xxxxxx as Trustee For
Xxxxxxx Xxxxxx Xxxxx Trust . . . . . . . . . . . . . . . . . . .

-------
Total . . . . . . . . . . . . . . . . . . . . . . . 500,000
=======

I-2
30

SCHEDULE II

EDUCATIONAL MEDICAL INC.

Number of
Over-allotment Selling Stockholder Additional Shares
---------------------------------- -----------------

Sprout Capital V. . . . . . . . . . . . . . . . . . . . . . . . .
Sprout Technology Fund . . . . . . . . . . . . . . . . . . . . .
DLJ Venture Capital Fund II, L.P. . . . . . . . . . . . . . . . .
Lawrence, Tyrrell, Xxxxxx &
Xxxxx . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Delaware State Employees' Retirement Fund . . . . . . . . . . . .
Declaration of Trust for Defined Benefit
Plans of ICI American Holding Inc. . . . . . . . . . . . . . . .
Declaration of Trust for Defined Benefit
Plans of Zeneca Holding Inc. . . . . . . . . . . . . . . . . . .
Pecks Management Partners Ltd. . . . . . . . . . . . . . . . . .
Xxxx X. Xxxxxx . . . . . . . . . . . . . . . . . . . . . . . . .
Xxxxx Xxxxxx . . . . . . . . . . . . . . . . . . . . . . . . . .
-------------
Total . . . . . . . . . . . . . . . . . . . . . . 405,000
=============

I-1

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Table of Contents

COMMON STOCK

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