Exhibit 10.03

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of April 6, 2001, by and between STRAYER EDUCATION, INC., a Maryland corporation (the "Company"), and ROBERT S. SILBERMAN (the "Executive").

WHEREAS, the Company believes that it would benefit from the application of the Executive's skill, experience and background to the management and operation of the Company, and that the Executive will make major contributions to the short- and long-term profitability, growth and financial strength of the Company; and

WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company; and

WHEREAS, the Company and the Executive desire to set forth in a written agreement the terms and conditions of the Executive's employment with the Company;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, it is agreed as follows:

1. Employment. The Company hereby agrees to employ the Executive and the Executive hereby agrees to be employed by the Company upon the terms and conditions set forth herein.

2. Term. The Executive's employment shall be for a term (the "Employment Term") commencing on March 16, 2001 (the "Commencement Date") and, subject to termination under Section 8, expiring on December 31, 2004; provided, however, that commencing on January 1, 2002 and each January 1 thereafter, the Employment Term will automatically be extended for an additional year unless, not later than September 30 of the immediately preceding year, the Company or the Executive shall have given written notice to the other that it or the Executive, as the case may be, does not wish to have the Employment Term extended.

3. Duties of the Executive. The Executive shall serve as the President and Chief Executive Officer of the Company, and as such shall have primary responsibility for the oversight, management and general operation of all of the operations of the Company. The Executive shall report solely to the Company's Board of Directors (the "Board") and shall be assigned only those executive policy and management duties that are consistent with the Executive's position as President and Chief Executive Officer of the Company. The Executive shall devote substantially all of his working time and his best efforts, full attention and energies to the business of the Company, the responsibilities provided for the President and Chief Executive Officer in the Company's Bylaws, and such other related duties and responsibilities as may from time to time be reasonably prescribed by the Board; provided, however, that it shall not be a violation of this Agreement for Executive to (a) devote reasonable periods of time to

charitable and community activities (other than serving on boards of directors, trustees or similar governing bodies of not-for-profit entities ("Not-for-Profit Boards")) and, with the prior written approval of the Board, devote reasonable periods of time to serving on Not-for-Profit Boards and engaging in industry or professional activities (including membership on the board of directors or governing body of other corporations or entities and participation on governmental panels and commissions), and/or (b) manage personal business interests and investments, in each case so long as such activities do not interfere with the performance of Executive's responsibilities under this Agreement. The Company shall include the Executive in the management slate for election as a director at every stockholders' meeting during the Employment Term at which his term as a director would otherwise expire.

4. Compensation.

(a) Base Salary. During the Employment Term, the Company shall pay to the Executive a base salary of not less than $350,000 per annum (the "Base Salary"). The Board shall review Executive's Base Salary annually (after approval of the forthcoming year's budget and receipt of the prior year's financial statements) and increase it by an amount no less than the increase in the consumer price index for the Washington, D.C. metropolitan area from the immediately preceding year.

(b) Annual Bonus. In addition to the Base Salary, the Executive shall be eligible to receive an annual bonus (the "Bonus") for each fiscal year of the Company that ends during the Employment Term, under a bonus plan for senior executives to be adopted by the Company (the "Plan"), subject to the approval of the Company's shareholders as required for purposes of exemption from the limitations on deductibility imposed by Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and based upon the achievement of objective performance goals meeting the requirements for such exemption. The Executive's target Bonus under the Plan shall be at least 75% of the Executive's Base Salary for the year involved, provided that the Company achieves the targeted level of performance for the relevant fiscal year. The first Bonus that the Executive shall be eligible to receive under the Plan shall be for the Company's 2001 fiscal year, and the targeted level of performance required to earn the tar-geted Bonus amount shall be as agreed by the Compensation Committee or the Executive Committee of the Board, on the one hand, and the Executive, on the other hand.

(c) Stock Options. As of the Commencement Date, the Executive shall be granted options to purchase 350,000 shares of the Company's Common Stock (the "Options") under the Company's 1996 Stock Option Plan. The Options shall be subject to the terms of the Company's 1996 Stock Option Plan and of the stock option agreement which will accompany the grant and will be entered into between the Company and the Executive, provided however that the terms contained in such stock option agreement shall be consistent with the terms of this Agreement. Except as otherwise provided for in this Agreement, the Options shall vest based on the continued employment of the Executive as to 116,666 shares on March 16, 2002, as to an additional 116,667 shares on March 16, 2003 and as to the final 116,667 shares on March 16, 2004; provided, that the Options shall vest in full (to the extent they have not previously vested, terminated or expired) upon the occurrence of a Change of Control. The per-share exercise price of the Options shall equal the fair market value of a share of the Company's Common Stock on April 6, 2001. The Options shall have a seven-year term from the date of grant, except as

otherwise provided in this Agreement. The Options shall not be considered "incentive stock options", as such term is defined in Section 422 of the Code.

5. Executive Benefits.

(a) General. In addition to the compensation described in Section 4, during the Employment Term, the Company shall make available to the Executive, on the most favorable terms and conditions available to executive and management employees of the Company, (i) all Company-sponsored employee benefit plans or arrangements and such other usual and customary benefits now or hereafter generally available to employees of the Company, and (ii) such benefits and perquisites as may be made available to senior executives of the Company as a group, including, without limitation, equity and cash incentive programs, director and officer insurance which includes coverage for service on other boards of directors at the request of the Company, governmental panels, etc., vacations, and retirement, deferred compensation and welfare plans. The intention of the parties is to coordinate the Executive's coverage under the Company's medical benefit plans and his current COBRA benefits to ensure that no gap in coverage occurs because of pre-existing condition limitations or otherwise.

(b) Relocation.

(i) No later than September 1, 2001, the Executive shall relocate to a residence within 50 miles of the Company's principal executive offices, currently located in the Washington, D.C. metropolitan area.

(ii) The Company shall, on a fully grossed-up basis for tax purposes, reimburse the Executive for the reasonable and documented costs and expenses of moving the Executive's principal household to the Washington, D.C. metropolitan area and temporary housing in the Washington, D.C. metropolitan area before such relocation for up to six months from the Executive's first day of work pursuant to this Agreement.

(c) Attorneys' Fees. The Company shall pay or reimburse the Executive for reasonable attorneys' fees and disbursements incurred by the Executive in connection with the negotiation and execution of this Agreement up to $17,000.

6. Expenses. The Company shall also pay or reimburse the Executive for reasonable and necessary expenses incurred by the Executive in connection with his duties on behalf of the Company in accordance with the expense policy of the Company applicable to members of senior management of the Company.

7. Place of Performance. In connection with his employment by the Company, unless otherwise agreed by the Executive, the Executive shall be based at the principal executive offices of the Company, except for travel reasonably required for Company business. It is expected that for at least three years from the Commencement Date, the principal executive offices of the Company will be in the Washington, D.C. metropolitan area.

8. Termination.

(a) Termination By the Company. The Executive's employment hereunder and the Employment Term may be terminated by the Company for any reason by written notice as provided in Section 18. For purposes of this Agreement, the Executive will be treated as having been terminated by the Company if the Executive terminates his employment with the Company under the following circumstances: (i) the Company breaches any material provision of Sections 4, 5, 6 or 7 of this Agreement and fails to cure such breach within thirty (30) calendar days after receiving notice thereof from the Executive; (ii) there occurs a material reduction in the Executive's authority, functions, duties or responsibilities as provided in Section 3 and the Company fails to restore to the Executive such authority, functions, duties or responsibilities within thirty (30) calendar days after receiving notice thereof from the Executive; or
(iii) the Executive resigns for any reason, or without reason, during the thirty-day period immediately following the six-month anniversary of the first occurrence of a "Change in Control" of the Company (as defined in Section 11) (a "COC Termination"). In the event of such a termination or any other termination of the Executive's employment by the Company for any reason other than Cause (as defined herein), the Executive shall be entitled to the payments and benefits set forth in Section 9(a).

(b) Termination By the Executive. The Executive may voluntarily terminate his employment and this Agreement at any time by notice to the Company as provided in Section 18. In the event of a termination of the Executive's employment by the Executive during the Employment Term other than pursuant to the second sentence of Section 8(a) or a termination by the Company for Cause (as defined herein) during the Employment Term the Executive shall be entitled to the payments and benefits set forth in Section 9(b).

(c) Termination Due to Death or Disability. In the event of a termination of the Executive's employment during the Employment Term due to death or Disability (as defined herein), the Executive shall be entitled to the payments and benefits set forth in Section 9(c).

9. Compensation and Benefits Upon Termination of Employment.

(a) Termination by Company Without Cause. If the Executive's employment hereunder is terminated by the Company (including within the meaning of the second sentence of Section 8(a)) for any reason other than for Cause (as defined herein) during the Employment Term, the Company shall be obligated to pay to the Executive the following termination payments and make available the following benefits:

(i) Accrued Rights. The Company shall within ten (10) days of the date of termination pay the Executive a lump-sum amount equal to the sum of (A) his earned but unpaid Base Salary through the date of termination, (B) any earned but unpaid Bonus under Section 4(b) above, and (C) any business expenses due to the Executive from the Company as of the date of termination. In addition, the Company shall provide to the Executive all payments, rights and benefits due as of the date of termination under the terms of the Company's employee and fringe benefit plans and programs (other than severance plans or programs) in which the

Executive participated during the Employment Term (together with the lump-sum payment, the "Accrued Rights").

(ii) Severance Payment. The Company shall within thirty (30) days of the date of termination pay the Executive a lump sum payment in an amount equal to (A) three times the Base Salary (at the highest rate in effect for any period prior to the date of termination), plus (B) in the case of a COC Termination only, three times the latest previous Bonus actually paid.

(iii) Medical Benefits. For a period of three (3) years following the date of termination, except as provided in Section 8(f), the Company will arrange to provide the Executive with medical benefits substantially similar to those that the Executive was receiving or entitled to receive immediately prior to the date of termination, provided that if and to the extent that any benefit described in this paragraph is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, his dependents and beneficiaries, of such benefits.

(iv) Stock Options. As of the date of the Executive's termination under this paragraph, any unvested Options then held by the Executive shall immediately terminate and any vested Options held by the Executive shall remain exercisable until the six-month anniversary of the date of termination.

(b) Voluntary Resignation or Termination for Cause. If the Executive's employment hereunder is terminated during the Employment Term because of his voluntary resignation other than as described in the second sentence of Section 8(a) or because the Company has terminated the Executive for Cause, (i) the Company shall have no further obligations to the Executive hereunder, except to pay or provide to the Executive any and all Accrued Rights, (ii) unvested Options shall terminate immediately and be of no further force or effect and
(iii) all vested Options shall terminate and be of no further force or effect
(x) immediately, if the termination is for Cause, or (y) 90 days after the termination, if it is because of voluntary resignation.

(c) Disability; Death. If the Executive's employment hereunder is terminated during the Employment Term by reason of the Executive Disability (as defined herein) or death, the Company shall pay and provide the Executive (or his legal representative or estate) with the following:

(i) Accrued Rights. The Company shall pay and provide to the Executive (or his legal representative or estate) any and all Accrued Rights, including all disability or life insurance benefits as applicable;

(ii) Salary Continuation. The Company shall provide the Executive (or his legal representative or estate) with continued payment of the Executive's then-current Base Salary for a period of 12 months; provided, that such payments shall be reduced (but not below zero) by all amounts payable to the Executive (or

his legal representative, estate, beneficiaries or dependents) under any Company-provided life insurance or disability benefit plans.

(iii) Stock Options. As of the date of the Executive's termination under this paragraph, any unvested Options shall vest and all Options then held by the Executive shall remain exercisable for one year, or if less, the remaining term thereof.

(d) Termination for Cause. For purposes of this Agreement, "Cause" shall mean:

(i) the willful and continued failure by the Executive substantially to perform his duties hereunder (other than any such failure resulting from the Executive's Disability), which failure is not or cannot be cured within ten (10) business days after the Company has given written notice thereof to the Executive specifying in detail the particulars of the acts or omissions deemed to constitute such failure,

(ii) the engaging by the Executive in willful misconduct which is materially injurious to the Company, monetarily or otherwise,

(iii) the Executive's conviction of, or entry of a plea of nolo contendre with respect to, any felony, or

(iv) the Executive's breach of any material provision of this Agreement, if the Executive fails to cure such breach within ten
(10) business days after the Company has given written notice thereof to the Executive.

For purposes of this definition, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive's action or omission was in the best interests of the Company. The Executive shall not be deemed to have been terminated for Cause unless and until the Board finds that the Executive's termination for Cause is justified and has given the Executive written notice of termination, specifying in detail the particulars of the Executive's conduct found by the Board to justify such termination for Cause.

(e) Disability Defined. "Disability" shall mean the Executive's inability to perform the duties of his position with the Company by reason of a medically determined physical or mental impairment which has existed for a continuous period of at least 26 weeks and which, in the judgment of a physician who certifies to such judgment, is expected to be of indefinite duration or to result in imminent death.

(f) No Obligation to Mitigate. The Executive is under no obligation to mitigate damages or the amount of any payment provided for hereunder by seeking other employment or otherwise; provided, however, that the Executive's coverage under the Company's medical benefit plans will terminate when the Executive becomes covered under any employee medical plan made available by another employer. The Executive shall notify the Company within thirty (30) days after the commencement of any such benefits.

10. Certain Additional Payments by the Company.

(a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any Payment would be subject to the Excise Tax, then the Executive shall be entitled to receive an additional payment (the "Gross-Up Payment") in an amount such that, after payment by the Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 10(a), if it shall be determined that the Executive is entitled to the Gross-Up Payment, but that the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then no Gross-Up Payment shall be made to the Executive and the amounts payable under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount; provided, that if the reduction of the amount payable under this Agreement would not result in a reduction of the Parachute Value of all Payments to the Safe Harbor Amount, no amounts payable under the Agreement shall be reduced pursuant to this Section
10(a), and the Gross-Up Payment shall be made. The reduction of the amounts payable hereunder, if applicable, shall be made by first reducing the payments under Section 9(a)(ii), unless an alternative method of reduction is elected by the Executive, and in any event shall be made in such a manner as to maximize the Value of all Payments actually made to the Executive. For purposes of reducing the Payments to the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced.

(b) Subject to the provisions of Section 10(c), all determinations required to be made under this Section 8, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by PriceWaterhouseCoopers, or such other nationally recognized certified public accounting firm as may be agreed to by the Company and the Executive (the "Accounting Firm"). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (the "Underpayment"), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 10(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

(c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after the Executive is informed in writing of such claim. The Executive shall

apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that the Company desires to contest such claim, the Executive shall:

(i) give the Company any information reasonably requested by the Company relating to such claim,

(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(iii) cooperate with the Company in good faith in order effectively to contest such claim, and

(iv) permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 10(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d) If, after the payment of any Gross-Up Payment or the receipt by the Executive of an amount advanced by the Company pursuant to Section 10(c), the Executive

becomes entitled to receive any refund with respect to such Gross-Up Payment or claim, the Executive shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 10(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

(e) Notwithstanding any other provision of this Section 10, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Gross-Up Payment, and the Executive hereby consents to such withholding.

(f) Definitions. The following terms shall have the following meanings for purposes of this Section 10.

(i) "Excise Tax" shall mean the excise tax imposed by
Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

(ii) "Parachute Value" of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a "parachute payment" under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

(iii) A "Payment" shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise.

(iv) The "Safe Harbor Amount" means 2.99 times the Executive's "base amount," within the meaning of Section 280G(b)(3) of the Code.

(v) "Value" of a Payment shall mean the economic present value of a Payment as of the date of the change of control for purposes of Section 280G of the Code, as determined by the Accounting Firm using the discount rate required by Section 280G(d)(4) of the Code.

11. Change in Control. As used herein, a "Change in Control" of the Company shall mean the occurrence of any of the following:

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either: (i) the then-

outstanding shares of the Company's Common Stock or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors ("Voting Stock"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control:
(1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary of the Company, or (4) any acquisition by any Person pursuant to a transaction which complies with clauses (i), (ii) and
(iii) of subsection (c) of this Section 11; or

(b) Individuals who constitute the Board of Directors of the Company as of the date hereof (the "Incumbent Board") cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, however, that (i) any individual designated as a director by any or all of New Mountain Partners L.P., DB Capital Investors, L.P. and any other person to whom New Mountain Partners L.P. and its affiliates sells or transfers up to 1,346,154 shares of Series A Preferred Stock of the Company (in the aggregate for all such persons) (including their respective affiliates, the "Investors") shall be deemed to be a member of the Incumbent Board, and (ii) any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board or any of the Investors; or

(c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company with or to any Person other than a person under the control of one or more of the Investors (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Common Stock and Voting Stock of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership, immediately prior to such Business Combination, of the Common Stock and Voting Stock of the Company, as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Company or such entity resulting from such Business

Combination) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board providing for such Business Combination; or

(d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

12. Confidentiality Agreement.

(a) The Executive acknowledges that, in the course of his employment by the Company, he will or may have access to and become informed of confidential or proprietary information which is a competitive asset of the Company ("Confidential Information"), including, without limitation, (i) the terms of any agreement between the Company and any employee, customer or supplier, (ii) pricing strategy, (iii) merchandising and marketing methods, (iv) product or course development ideas and strategies, (v) university and Company personnel training and development programs, (vi) financial results, (vii) strategic plans and demographic analyses, (viii) proprietary computer and systems software, and (ix) any non-public information concerning the Company, its employees, suppliers or customers. The Executive agrees that he will keep all Confidential Information in strict confidence during his employment by the Company and thereafter, and will never directly or indirectly make known, divulge, reveal, furnish, make available, or use any Confidential Information (except in the course of his regular authorized duties on behalf of the Company). The Executive agrees that the obligations of confidentiality hereunder shall be in effect at all times during the Employment Term and shall survive termination of his employment at the Company regardless of any actual or alleged breach by the Company of this Agreement, unless and until any such Confidential Information shall have become, through no fault of the Executive, generally known to the public or the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). The Executive's obligations under this Section 12 are in addition to, and not in limitation of or preemption of, all other obligations of confidentiality which the Executive may have to the Company under general legal or equitable principles.

(b) Except in the ordinary course of the Company's business, the Executive may not make or cause to be made, any copies, pictures, duplicates, facsimiles or other reproductions or recordings or any abstracts or summaries including or reflecting Confidential Information. All such documents and other property furnished to the Executive by the Company or otherwise acquired or developed by the Company shall at all times be the property of the Company. Upon termination of the Executive's employment with the Company, the Executive will return to the Company any such documents or other property of the Company which are in the possession, custody or control of the Executive.

(c) Without the prior written consent of the Company, except in the ordinary course of the Company's business, the Executive shall not at any time following the date of this

Agreement use for the benefit or purposes of the Executive or for the benefit or purposes of any other person, firm, partnership, association, trust, venture, corporation or business organization, entity or enterprise or disclose in any manner to any person, firm, partnership, association, trust, venture, corporation or business organization, entity or enterprise any Confidential Information.

13. Investment in Company Common Stock. The Executive shall, prior to December 31, 2001, purchase on the open market or pursuant to the Company's stock purchase plan an amount of Company Common Stock at a cost not less than $250,000, and shall hold such Company Common Stock at least until the first to occur of December 31, 2004 or the termination of his employment with the Company. During such period (if any) after December 31, 2004 while the Executive's employment with the Company continues, he shall hold Company Common Stock having a value at least equal to 70% of the amount of his Base Salary as in effect from time to time.

14. Covenant Not to Compete.

(a) For three (3) years after the date of termination of employment (as hereinafter defined), if (i) the Executive has received or is receiving benefits under Section 9(a), (ii) the Executive terminates his employment before the end of the Employment Term for any reason other than those specified in
Section 8(a), or (iii) the Company terminates the Executive's employment for Cause, the Executive shall not, directly or indirectly, individually or on behalf of any other person or entity, (A) engage or be interested in (whether as owner, stockholder, partner, lender, consultant, employee, agent or otherwise) any business, activity or enterprise which is then competitive with the business of any division or operation of the Company or the Company's subsidiaries (collectively, the "Company Group") in any region of the United States in which such business is then being conducted, it being understood that the Company Group currently is engaged primarily in the business of for-profit post-secondary education, or (B) hire or employ any person who has been an employee, representative or agent of any member of the Company Group at any time during the Executive's employment or solicit, aid or induce such person to leave his or her employment with any member of the Company Group to accept employment with any other person or entity. The Executive's ownership of less than 1% of any class of stock in a publicly-traded corporation or his membership on any board of directors that the Board has approved in writing shall not be deemed a breach of this Section 14.

(b) The Executive acknowledges and agrees that a violation of Section 12 and the foregoing provisions of this Section 14 (referred to collectively as the Confidentiality and Noncompetition Agreement) would cause irreparable harm to the Company, and that the Company's remedy at law for any such violation would be inadequate. In recognition of the foregoing, the Executive agrees that, in addition to any other relief afforded by law or this Agreement, including damages sustained by a breach of this Agreement and any forfeitures under
Section 9, and without the necessity or proof of actual damages, the Company shall have the right to enforce this Agreement by specific remedies, which shall include, among other things, temporary and permanent injunctions, it being the understanding of the undersigned parties hereto that damages, the forfeitures described above and injunctions shall all be proper modes of relief and are not to be considered as alternative remedies.

15. Agreement. This Agreement supersedes any and all prior and/or contemporaneous agreements, either oral or in writing, between the parties hereto, with respect to the subject matter hereof. Each party to this Agreement acknowledges that no representations, inducements, promises, or other agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, pertaining to the subject matter hereof, which are not embodied herein, and that no prior and/or contemporaneous agreement, statement or promise pertaining to the subject matter hereof that is not contained in this Agreement shall be valid or binding on either party.

16. Withholding of Taxes. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Company is required to withhold pursuant to any law or government regulation or ruling.

17. Successors and Binding Agreement.

(a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the "Company" for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company.

(b) This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees.

(c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 17(a) and 17(b). Without limiting the generality or effect of the foregoing, the Executive's right to receive payments and benefits hereunder will not be assignable, transferable or delegable by him, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive's will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 17(c), the Company shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.

18. Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof confirmed), or five (5) business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally

recognized overnight courier service such as Federal Express, UPS, or Purolator, addressed to the Company (to the attention of the Secretary of the Company) at its principal executive offices and to the Executive at his principal residence, or to such other address as either party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address shall be effective only upon receipt.

19. Governing Law. The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Maryland, without giving effect to the principles of conflict of laws of such State.

20. Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal.

21. Survival of Provisions. Notwithstanding any other provision of this Agreement, the parties' respective rights and obligations under Sections 9 through 24, inclusive, will survive any termination or expiration of this Agreement or the termination of the Executive's employment for any reason whatsoever.

22. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is in writing and signed by the party against whom such modification, waiver or discharge is sought to be enforced. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Unless otherwise noted, references to "Sections" are to sections of this Agreement. The captions used in this Agreement are designed for convenient reference only and are not to be used for the purpose of interpreting any provision of this Agreement.

23. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.

24. Board Membership.

(a) The Executive shall recuse himself from all decisions and actions taken by the Board with respect to this Agreement, including without limitation decisions whether the Company will give any notice that the Employment Term shall not be extended pursuant to Section 2 and any decisions concerning the termination of the Executive's employment by the Company.

(b) Notwithstanding any other provision of this Agreement, upon the termination of the Executive's employment with the Company for any reason, unless otherwise requested by the Board he shall immediately resign from the Board and from all boards of directors of subsidiaries and affiliates of the Company of which he may be a member. The

Executive hereby agrees to execute any and all documentation of such resignations upon request by the Company, but he shall be treated for all purposes as having so resigned upon termination of his employment, regardless of when or whether he executes any such documentation.

IN WITNESS WHEREOF, with the Company signatory listed below having been duly authorized by the Company to enter into this Agreement by the Company, the parties hereto have executed this Agreement as of the day and year first written.

STRAYER EDUCATION, INC.

By: /s/  Steven B. Klinsky
    ----------------------------
    Name:  Steven B. Klinsky
    Title:  Chairman



/s/ Robert S. Silberman
    ----------------------------
       Robert S. Silberman

EXHIBIT 10.04

REAL ESTATE PURCHASE AGREEMENT

THIS REAL ESTATE PURCHASE AGREEMENT (the "AGREEMENT") made and entered into as of this 31st day of January, 2002 ("CLOSING DATE") by and among KKB, L.L.C., a Virginia limited liability company (as Seller of the Manassas Property "MANASSAS SELLER," and as Seller of the Woodbridge Property, "WOODBRIDGE SELLER"), and CENTRAL INVESTMENTS, INC., a Virginia corporation ("DC SELLER") (collectively, "SELLER") and STRAYER UNIVERSITY, INC., a Maryland corporation ("PURCHASER").

W I T N E S S E T H

In consideration of Ten Dollars ($10.00) in hand paid, of the mutual promises hereinafter set forth, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. DEFINITIONS. The following terms as used herein shall have the following meanings:

"BUILDINGS" mean the Woodbridge Building, the Manassas Building, and the DC Building.

"CONDEMNATION" means a taking for public or private use of, or an action in eminent domain by any governmental or quasi-governmental authority affecting any or all of the Property or any interest therein.

"DC BUILDING" means the educational building located at 1025 15th Street, N.W., Washington, DC 20005, containing approximately 28,064 rentable square feet.

"DC LEASE" means that certain Agreement of Lease dated June 1, 1996 by and between DC Seller and Purchaser for the DC Property (as such term is defined in Section 2.1 hereof).

"ENVIRONMENTAL LAWS" shall mean the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. 9601-9630, in the Superfund Amendments and Reauthorization Act, 42 U.S.C. 9601-9630, in the Resource Conservation and Recovery Act, 42 U.S.C. 6901-6992, and in the Clean Air Act, 42 U.S.C. 7401-7508, as any of the preceding may be amended from time to time.

"ESCROW AGENT" shall mean First American Title Insurance Company.

"GOVERNMENTAL AUTHORITY" means any federal, state, or local governmental or quasi-governmental authority, agency, commission, board or other instrumentality thereof asserting or exercising jurisdiction.

"HAZARDOUS SUBSTANCES" shall mean substances defined as a "hazardous substance" or "toxic substance" in the Environmental Laws in effect on the date of this Agreement and any other substances considered hazardous, toxic or otherwise harmful pursuant to any other applicable laws or regulations relating to pollution or protection of human health or the environment.

"LEGAL REQUIREMENTS" means all ordinances, rules, regulations, orders, restrictions and other requirements of all Governmental Authorities, currently enacted, having jurisdiction over the Seller or the Property and being applicable to all or any portion of the Property or the operation thereof.

"LEASES" means the Manassas Lease, Woodbridge Lease and DC Lease.

"MANASSAS BUILDING" means the educational building located at 9990 Battleview Parkway, Battlefield Business Park, Manassas, Prince William County, Virginia 20109, containing approximately 20,800 rentable square feet.

"MANASSAS LEASE" means that certain Deed of Lease dated June 1, 1996 by and between
Manassas Seller and Purchaser for the Manassas Property (as such term is defined in Section 2.3 hereof).

"PERMITS" shall mean all licenses, authorizations, certificates, variances, consents, approvals and other permits necessary or appropriate to permit construction, reconstruction, if any, alteration, addition, improvements, repair, restoration, use, occupancy, operation, management, ownership and leasing of the Property.

"PERSON" means and includes an individual, a partnership, a corporation, a trust, a limited liability company, an other unincorporated organization and a government or any department or agency thereof.

"SERVICE CONTRACTS" means, except for those contracts entered into by Purchaser, (i) all leasing and brokerage agreements, (ii) all elevator maintenance agreements, (iii) all cleaning and char agreements, (iv) all maintenance agreements, and (v) any other agreements or arrangements relating to each Property entered into by Seller or Seller's agents with a completion value of more than $500.

"TITLE COMPANY" shall mean First American Title Insurance Company.

"WOODBRIDGE BUILDING" means the educational building located at 13385 Minnieville Road, Woodbridge, Prince William County, Virginia 22192, containing approximately 20,800 rentable square feet.

"WOODBRIDGE LEASE" means that certain Deed of Lease dated June 1, 1996 by and between Woodbridge Seller and Purchaser for the Woodbridge Property (as such term is defined in Section 2.2 hereof).

2. CONVEYANCES.

2.1 Conveyance of the DC Property. Subject to the terms and conditions of this Agreement, DC Seller agrees to convey and Purchaser agrees to purchase the real estate consisting of land located at 1025 15th Street, N.W., Washington, DC, as more particularly described in EXHIBIT "A" attached hereto (the "DC LAND"), together with (a) all buildings and other improvements and fixtures thereon (the "DC IMPROVEMENTS"), and (b) all of DC Seller's right, title and interest, if any, in and to any air space, subterrain, roads, streets, alleys and ways, public and private, serving any of said DC Land or DC Improvements, all of DC Seller's right, title and interest, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, or proposed to be opened or closed, in front of or adjoining any of said DC Land, and all other appurtenances, rights, easements, rights-of-way, tenements and hereditaments incident thereto, and all right, title and interest of DC Seller in and to any award made or to be made in lieu thereof and in and to any award for damages to the DC Land and DC Improvements by reason of change of grade of any street (collectively, the "DC APPURTENANT RIGHTS"), together with any furniture, furnishings, machinery, equipment and other items of personal property, exterior and interior, tangible and intangible, of every kind and description, owned by DC Seller and situated on or about, or appurtenant to or used in connection with the DC Property (as hereinafter defined) or DC Seller's operation of the DC Improvements (collectively, the "DC PERSONAL PROPERTY"), together with any and all rights of DC Seller in and to any and all insurance proceeds, condemnation or eminent domain awards, service contracts, leases, warranties, guaranties, licenses or other agreements relating to the DC Land or DC Improvements or the DC Personal Property, all accounts receivable and contract rights, tradenames, rights to prosecute and any awards or recoveries from any real estate tax appeals relating to the DC Land or DC Improvements (subject to the proration provided in Section 9.1), insofar as any of the foregoing relate to the DC Land, DC Improvements, DC Personal Property or DC Appurtenant Rights (collectively, the "DC RELATED RIGHTS") (the DC Land, DC Improvements, DC Personal Property, DC Related Rights and DC Appurtenant Rights, hereinafter individually and collectively referred to as the "DC PROPERTY").

2.2 Conveyance of Woodbridge Property. Subject to the terms and conditions of this Agreement, Woodbridge Seller agrees to convey and Purchaser agrees to purchase the real estate consisting of land located at 13385 Minnieville Road, Woodbridge, Prince William County, Virginia, as more particularly described in EXHIBIT "B" attached hereto (the "WOODBRIDGE LAND"), together with (a) all buildings and other improvements and fixtures thereon (the "WOODBRIDGE IMPROVEMENTS"), and (b) all of Woodbridge Seller's right, title and interest, if any, in and to any air space, subterrain, roads, streets, alleys and ways, public and private, serving any of said Woodbridge Land or Woodbridge Improvements, all of Woodbridge Seller's right, title and interest, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, or proposed to be opened or closed, in front of or adjoining any of said Woodbridge Land, and all other appurtenances, rights, easements, rights-of-way, tenements and hereditaments incident thereto, and all right, title and interest of Woodbridge Seller in and to any award made or to be made in lieu thereof and in and to any award for damages to the Woodbridge Land and Woodbridge Improvements by reason of change of grade of any street (collectively, the "WOODBRIDGE APPURTENANT RIGHTS"), together with any furniture, furnishings,

machinery, equipment and other items of personal property, exterior and interior, tangible and intangible, of every kind and description, owned by Woodbridge Seller and situated on or about, or appurtenant to or used in connection with the Woodbridge Property (as hereinafter defined) or Woodbridge Seller's operation of the Woodbridge Improvements (collectively, the "WOODBRIDGE PERSONAL PROPERTY"), together with any and all rights of Woodbridge Seller in and to any and all insurance proceeds, condemnation or eminent domain awards, service contracts, leases, warranties, guaranties, licenses or other agreements relating to the Woodbridge Land or Woodbridge Improvements or the Woodbridge Personal Property, all accounts receivable and contract rights, tradenames, rights to prosecute and any awards or recoveries from any real estate tax appeals relating to the Woodbridge Land or Woodbridge Improvements (subject to the proration provided in Section 9.1), insofar as any of the foregoing relate to the Woodbridge Land, Woodbridge Improvements, Woodbridge Personal Property or Woodbridge Appurtenant Rights (collectively, the "WOODBRIDGE RELATED RIGHTS") (the Woodbridge Land, Woodbridge Improvements, Woodbridge Personal Property, Woodbridge Related Rights and Woodbridge Appurtenant Rights, hereinafter individually and collectively referred to as the "WOODBRIDGE PROPERTY").

2.3 Conveyance of Manassas Property. Subject to the terms and conditions of this Agreement, Manassas Seller agrees to convey and Purchaser agrees to purchase the real estate consisting of land located at 9990 Battleview Parkway, Battlefield Business Park, Manassas, Prince William County, Virginia, as more particularly described in EXHIBIT "C" attached hereto (the "MANASSAS LAND"), together with (a) all buildings and other improvements and fixtures thereon (the "MANASSAS IMPROVEMENTS"), and (b) all of Manassas Seller's right, title and interest, if any, in and to any air space, subterrain, roads, streets, alleys and ways, public and private, serving any of said Manassas Land or Manassas Improvements, all of Manassas Seller's right, title and interest, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, or proposed to be opened or closed, in front of or adjoining any of said Manassas Land, and all other appurtenances, rights, easements, rights-of-way, tenements and hereditaments incident thereto, and all right, title and interest of Manassas Seller in and to any award made or to be made in lieu thereof and in and to any award for damages to the Manassas Land and Manassas Improvements by reason of change of grade of any street (collectively, the "MANASSAS APPURTENANT RIGHTS"), together with any furniture, furnishings, machinery, equipment and other items of personal property, exterior and interior, tangible and intangible, of every kind and description, owned by Manassas Seller and situated on or about, or appurtenant to or used in connection with the Manassas Property (as hereinafter defined) or Manassas Seller's operation of the Manassas Improvements (collectively, the "MANASSAS PERSONAL PROPERTY"), together with any and all rights of Manassas Seller in and to any and all insurance proceeds, condemnation or eminent domain awards, service contracts, leases, warranties, guaranties, licenses or other agreements relating to the Manassas Land or Manassas Improvements or the Manassas Personal Property, all accounts receivable and contract rights, tradenames, rights to prosecute and any awards or recoveries from any real estate tax appeals relating to the Manassas Land or Manassas Improvements (subject to the proration provided in Section 9.1), insofar as any of the foregoing relate to the Manassas Land, Manassas Improvements, Manassas Personal Property or Manassas Appurtenant Rights (collectively, the "MANASSAS RELATED RIGHTS") (the Manassas Land, Manassas Improvements, Manassas Personal Property, Manassas

Related Rights and Manassas Appurtenant Rights, hereinafter individually and collectively referred to as the "MANASSAS PROPERTY").

2.4 The Manassas Property, Woodbridge Property and DC Property shall be referred to collectively herein as the "PROPERTY" or "PROPERTIES." The Manassas Improvements, Woodbridge Improvements and DC Improvements are referred to collectively herein as the "IMPROVEMENTS." The Manassas Land, Woodbridge Land and DC Land are referred to collectively herein as the "LAND." The Manassas Appurtenant Rights, Woodbridge Appurtenant Rights and DC Appurtenant Rights are referred to collectively herein as the "APPURTENANT RIGHTS." The Manassas Personal Property, Woodbridge Personal Property and DC Personal Property are referred to collectively herein as the "PERSONAL PROPERTY." The Manassas Related Rights, Woodbridge Related Rights and DC Related Rights are referred to collectively herein as the "RELATED RIGHTS."

3. PURCHASE PRICE.

3.1 The total purchase price for the Property shall be Twelve Million and No/100 Dollars ($12,000,000.00), less any amounts to be credited to the Purchaser under Sections 7 and 9 below (the "PURCHASE PRICE"). The Purchase Price shall be payable in full in immediately available funds on the Closing Date.

3.2 The Purchase Price shall be allocated among the Properties as follows: Three Million Dollars ($3,000,000) to the DC Property and Four Million Five Hundred Thousand Dollars ($4,500,000) to each of the Woodbridge and Manassas Properties.

4. TITLE. Seller covenants that title to the Property is being conveyed subject only to those liens, encumbrances, easements, limitations, covenants and restrictions of record, including the lien of real estate taxes and water charges which are not yet due and payable, and that such title is good of record and in fact, marketable, and insurable by Title Company at standard rates. Seller shall execute and deliver to the Title Company, at Closing, an Owner's Affidavit in the form attached hereto as EXHIBITS "D-1", "D-2" AND "D-3".

5. REPRESENTATIONS AND WARRANTIES.

5.1 Representations and Warranties of Seller. To induce Purchaser to execute this Agreement and perform its obligations hereunder, Manassas Seller as to the Manassas Property, Woodbridge Seller as to the Woodbridge Property and DC Seller as to the DC Property hereby represent and warrant to Purchaser as of the date hereof as follows:

(a) Organization, Execution and Power of Seller. DC Seller is a corporation, duly organized and validly existing under the laws of the Commonwealth of Virginia. Each of Woodbridge Seller and Manassas Seller is a limited liability company, duly organized and validly existing under the laws of the Commonwealth of Virginia. Seller has all requisite power to own, lease and operate its respective Properties, and to carry on its business as now conducted. Seller has full power to execute, deliver and carry out the terms and provisions of this Agreement and all documents required on its part to

be executed and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments executed in connection herewith and the performance of those provisions of this Agreement required on its part to be carried out. The persons executing this Agreement (and all other agreements and instruments entered into by Seller in furtherance hereof), on behalf of Seller, have the authority to bind Seller to the terms and conditions of this Agreement (and all said agreements and instruments). Neither the execution and delivery of this Agreement and said agreements and instruments to be executed by Seller in connection herewith, nor the incurrence by Seller of the obligations herein set forth, nor the consummation by Seller of the transactions herein contemplated, nor compliance by Seller with the terms of this Agreement and said agreements and instruments will conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation, Articles of Organization, Bylaws or Limited Liability Company Agreement of Seller, as the case may be, or to the knowledge of Seller, any bond, note or other evidence of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument, to which Seller is a party or by which any of its properties may be bound, or, to the knowledge of Seller, any Legal Requirement of any court or Governmental Authority having jurisdiction over Seller or the Property. This Agreement constitutes, and all agreements and documents required to be executed by Seller hereunder when so executed and delivered shall constitute, the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or the exercise of judicial discretion and the application of equitable principles. Any order, permission, consent, approval, license, authorization, registration or filing with, or exemption by, any governmental agency which is required for the execution, delivery or performance of this Agreement, or said agreements and instruments by Seller has been obtained or made.

(b) Contracts. Neither Seller nor any of Seller's predecessors-in-interest have entered into any Service Contracts affecting the Properties.

(c) Leases. The Property is not subject to any leases, tenancies, licenses or other rights of occupancy or use, oral or written, for any portion of the Property, other than the Leases.

(d) Brokerage Commissions. There are no brokerage commissions or finder's fees payable by Seller or, to Seller's knowledge, by any of Seller's agents with respect to any of the Leases and neither Seller nor, to Seller's knowledge, any of Seller's agents have any agreement with any broker with respect to any of the Leases.

(e) Litigation. To Seller's knowledge, there are no judgments, liens, claims, litigation, proceedings (zoning or otherwise) or investigations by any Governmental Authorities, pending at law or in equity, or threatened against or relating to the Property, the Seller or the transactions contemplated by this Agreement. Seller has no pending claims as a claimant under any insurance policies relating to Seller or the Property.

(f) Condemnation. To Seller's knowledge, there is (i) no pending Condemnation, (ii) no pending relocation of any roadways abutting the Property, and (iii) no denial of access to the Property from any point of access to the Property, and

neither Seller nor any of its agents or affiliates has received any written notice of any of the same nor has knowledge that any such proceeding is contemplated.

(g) Legal Requirements. To Seller's knowledge, Seller has not received any notice which remains uncured that either the Property or the use and condition of the Improvements violates any Legal Requirements affecting the Property as modified by any duly issued variance. No action or proceeding relating to the foregoing is pending or threatened with respect to the Property. The Seller has no knowledge of any existing violations of any Legal Requirements affecting all or any portion of the Property, including, without limitation, violations of the housing, building, safety, health, fire, or zoning ordinances, codes and regulations of the municipality or county within which the Properties are located, and Seller has not received any written notice which remains uncured of any such violation.

(h) Restrictions, Easements. To Seller's knowledge, no material default or breach exists under any of the covenants, conditions or restrictions, if any, affecting all or any portion of the Property which are to be performed or complied with by the owners of the Property.

(i) Assessed Value. To Seller's knowledge, there are no tax abatements or exemptions affecting the Property and Seller has no knowledge of any pending increases in such assessed valuation or such taxes or any proposals in such regard except to the extent that the 2002 annual assessment may reflect an increase in assessed valuation.

(j) Fee Title. Seller owns fee simple title to the Property. Seller has not granted or conveyed to any Person, other than the Purchaser, any right or option to acquire the Property or any part thereof or any easement, license or lease of the Property, other than the Leases, or other right relating to the use or possession of the Property.

(k) Environmental. To Seller's knowledge, the Property is not in violation of any Legal Requirements relating to environmental conditions on or under the Land including soil and groundwater condition. Except as set forth on the environmental report attached hereto as EXHIBIT "E", to Seller's knowledge, there are no Hazardous Substances in the Property and, to Seller's knowledge, no occupant or prior occupant of the Property has received any notice or advice from any Governmental Authority or any source whatsoever with respect to Hazardous Substances in, affecting or installed in the Property. Seller represents and warrants that it has delivered to Purchaser all environmental and engineering reports concerning the Properties that are in its possession.

(l) No Foreign Entity. Seller represents and warrants to Purchaser that Seller is not a nonresident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Internal Revenue Code of 1986, as amended, and the Treasury Regulations issued thereunder, and Seller agrees to execute, acknowledge and deliver to Purchaser, at Closing, a certification of nonforeign status (the "FIRPTA AFFIDAVIT") in the form set forth and attached hereto as EXHIBITS "F-1" AND "F-2".

(m) Defaults Under Court Orders. To Seller's knowledge, Seller is not in default or violation of any order, writ injunction, decree or demand of any Governmental Authority.

(n) Proffers. Except as set forth on SCHEDULE 5.1.N, to Seller's knowledge there are no proffers, development agreements or other restrictions affecting the use or development of the Property, with the exception of the Legal Requirements.

(o) References to "Seller's knowledge" or similar terms shall refer only to the actual knowledge of Ron K. Bailey and shall not be construed to refer to the knowledge of Seller, or to any other property manager, or to any other officer, agent, manager, representative or employee of Seller. Ron K. Bailey has performed a reasonable investigation into the matters to which such actual knowledge, or the absence thereof, pertains.

5.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES; RELIANCE BY PURCHASER. Seller agrees that all of the representations and warranties of Seller as set forth in Section 5.1 and elsewhere in this Agreement and in any document or certificate delivered to Purchaser pursuant to this Agreement (unless otherwise provided therein) shall survive for a period of six
(6) months following the Closing Date. All material representations, warranties, covenants and agreements contained in this Agreement shall be deemed to have been relied upon by Purchaser subject to any investigation heretofore or hereafter made by Purchaser or on its behalf. No claim for a breach of any representation or warranty of Seller shall be actionable or payable if the breach in question was actually known to Purchaser prior to Closing. Seller shall have no liability to Purchaser for a breach of any representation or warranty unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said six (6) month period, and an action shall have been commenced by Purchaser against Seller within eight (8) months from the date of Closing. Any claim or liability should be limited to actual damages. Further, the total aggregate amount of any and all claims shall not exceed Three Hundred Thousand Dollars ($300,000).

5.3 REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. Purchaser and any individual executing this Agreement on Purchaser's behalf, has the power to execute, deliver and perform this Agreement and has taken all actions required to authorize the due execution and delivery of this Agreement. The execution, delivery and performance of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the articles of incorporation, bylaws or comparable documents of Purchaser, or any provision of any agreement, instrument, order, judgment or decree or, to Purchaser's knowledge, any applicable law or regulation to which either Purchaser is a party or by which it or any of its assets is bound.

5.4 "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PARTIES ACKNOWLEDGE THAT SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY ASPECT OF THE

PROPERTY, AND THE PURCHASER IS ACQUIRING THE PROPERTY IN "AS IS" CONDITION.

6. BROKERS. Except as expressly set forth herein, Seller and Purchaser respectively represent and warrant that it has employed no brokers or finders in respect of the transactions contemplated by this Agreement. Seller and Purchaser, respectively, shall indemnify, defend and hold harmless the other from any loss, liability or costs incurred by the other party, including reasonable attorney's fees and disbursements, as well as the cost of enforcing this indemnity and arising out of a claim by any broker, agent or finder that he acted on behalf of the indemnifying party in connection with this transaction. Notwithstanding anything contained herein to the contrary, the representations and indemnities contained in this section shall survive the Closing Date.

7. CLOSING COSTS.

7.1 Seller shall pay (i) one-half (1/2) of all transfer and deed recordation taxes and costs in connection with the transfer of the Property, (ii) one-half (1/2) of all reasonable escrow fees, and (iii) all sums due from Seller under Section 9 below. Seller shall be responsible for the payment of its own legal, counsel or consultants fees incurred in connection with this transaction.

7.2 Purchaser shall pay (i) all costs of title insurance, title examination, Title Company charges, and the cost of the survey,
(ii) one-half (1/2) of all transfer and deed recordation taxes and costs in connection with the transfer of the Property, (iii) all mortgage recordation costs and fees in connection therewith, (iv) one-half (1/2) of all reasonable escrow fees, and (v) all sums due from Purchaser under Section 9 below. Purchaser shall be responsible for the payment of its own legal, letter of credit fees, counsel or consultants fees incurred in connection with this transaction.

8. CLOSING.

8.1 On the Closing Date, Seller shall deliver (duly and fully executed, acknowledged and notarized as appropriate) to the Escrow Agent or perform the following:

(a) Special Warranty Deed in substantially the form attached hereto as EXHIBITS "G-1", "G-2" AND "G-3" ("DEED") conveying title to each of the Manassas Property, the Woodbridge Property and the DC Property in recordable form;

(b) Bill of Sale in substantially the form attached hereto as EXHIBITS "H-1", "H-2" AND "H-3" ("BILL OF SALE") conveying title to each of the Manassas Personal Property, Woodbridge Personal Property and DC Personal Property free and clear of all liens;

(c) A general assignment and assumption agreement in substantially the form attached hereto as EXHIBITS "I-1", "I-2" AND "I-3" ("ASSIGNMENT") assigning to Purchaser all of Seller's right, title and interest in and to all Service Contracts (to the extent assignable), Permits and Related Rights (including warranties and

guaranties relating to Personal Property conveyed under the Bill of Sale), and providing for Purchaser's assumption thereof;

(d) Corporate resolutions authorizing the transactions contemplated herein and an incumbency certificate to evidence the capacity and authority of Seller to consummate the transactions contemplated herein, and any other documents to evidence the authority of Seller to consummate the transactions contemplated herein reasonably requested by the Title Company, Escrow Agent or Purchaser;

(e) Possession of the Property free and clear of all parties in possession;

(f) The Owner's Affidavit executed by Seller;

(g) The FIRPTA Affidavit, executed by Seller;

(h) Termination Agreements for each of the Leases; and

(i) Such instruments as are reasonably required by the Title Company for the elimination of any standard or printed exceptions in the Purchaser's final policy of title insurance, including, without limitation, for the provision of customary and reasonable affirmative coverages or endorsements.

8.2 On the Closing Date, Purchaser shall deliver (duly and fully executed, acknowledged and notarized as appropriate) to the Escrow Agent or perform the following:

(a) Any documents reasonably requested by Title Company, Escrow Agent or Seller to evidence Purchaser's capacity and authority to consummate the transactions contemplated herein;

(b) The Assignment; and

(c) The Purchase Price.

8.3 Both parties agree to duly execute and/or deliver all other documents reasonably necessary to consummate this transaction, including, without limitation, three (3) separate settlement statements setting forth the charges, credits and adjustments to each party.

9. ADJUSTMENTS AND PRORATIONS. All items of income or expense arising from the ownership of the Property shall be prorated and adjusted as of the Closing Date unless otherwise specifically mentioned herein including, without limitation, the following:

9.1 Real Estate Taxes. Real estate taxes shall be prorated as of the Closing Date. In the event that a current tax bill is unavailable, the proration hereunder shall be based on the most recent real estate tax assessment.

9.2 Insurance Policies. Premiums on insurance policies will not be adjusted. As of the Closing Date, Seller shall terminate its insurance coverage on the Property and Purchaser shall effect its own insurance coverage.

9.3 Capital Repairs. The parties acknowledge that Seller is responsible for Capital Repairs under the Leases (as such term is defined in the Leases) and that the expenses for unpaid Capital Repairs set forth and described on SCHEDULE 9.3 hereto shall be credited to Purchaser hereunder.

9.4 Assessments. Assessments which are or may be payable in annual installments of which the first installment is then a lien or has been paid shall be prorated as of the Closing Date.

9.5 Reduction of Assessments. If, subsequent to the Closing Date, any proceeding shall result in any reduction of assessment for the fiscal year in which the Closing Date occurs, then the amount of tax saving or refund for such fiscal tax year, less the reasonable expenses (including fees and disbursements payable to attorneys or consultants) incurred in connection with such proceedings, shall be apportioned between Seller and Purchaser as of the date real estate taxes are apportioned under this Agreement.

9.6 Personal Property Taxes. Personal property taxes, if any, payable with respect to the Personal Property shall be apportioned as of the Closing Date.

9.7 Post-Closing Adjustments. Seller and Purchaser agree that if, after the Closing Date, any charge or amount arises or becomes known which accrued or was earned in whole or in part prior to the Closing Date, or any adjustment made hereunder shall prove to be incorrect, then such amount shall be adjusted as of the Closing Date. Seller shall pay amounts accrued, or receive amounts earned, prior to the Closing Date and Purchaser shall pay amounts accrued, or receive amounts earned, on or after the Closing Date. The provisions of this Article 9.7 shall survive the Closing Date.

10. INDEMNITY.

10.1 Seller agrees to indemnify, defend and hold harmless Purchaser from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys' fees and court costs, whether suit is instituted or not), asserted against or incurred by Purchaser by reason of or arising out of the discovery following the Closing Date of the breach or material misstatement by Seller of any representation, warranty or covenant contained in this Agreement.

10.2 Purchaser agrees to indemnify, defend and hold harmless Seller from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys' fees and court costs, whether suit is instituted or not), asserted against or incurred by Seller by reason of or arising out of the discovery following the Closing Date of the breach or material misstatement by Purchaser of any representation, warranty or covenant contained in this Agreement.

10.3 Any recovery provided for by this Section shall be limited to actual damages only (but inclusive of attorney's fees and costs whether suit is instituted or not) and subject to the limitations of
Section 5.2 hereof.

10.4 Subject to the provisions of Section 5.2 hereof, The indemnity agreements contained in this paragraph shall survive the Closing Date.

11. DISTRICT OF COLUMBIA SOIL CHARACTERISTICS.

As required under the provisions of Section 42-608, District of Columbia Code, to the best of Seller's knowledge, the characteristics of the soil of the DC Property, as described by the Soil Conservation Service of the U.S. Department of Agriculture in the Soil Survey Book of the District of Columbia (Area 11), published in July, 1976, and as shown on the soil maps of the District of Columbia at the back of that publication is Urban Land. For further information, Purchaser may contact the Soil Testing Laboratory, the District of Columbia Department of Environmental Services, or the Soil Conservation Service of the U.S. Department of Agriculture. The foregoing is set forth pursuant to the District of Columbia Code and is not intended as, and should not be construed as, limiting the conditions set forth herein with respect to Purchaser's investigations, tests and studies and the absence of representations and warranties by Seller with respect to the condition of the Property.

12. DISTRICT OF COLUMBIA UNDERGROUND STORAGE TANKS DISCLOSURE NOTICE.

In accordance with the requirements of Section 3(g) of the District of Columbia Underground Storage Tank Management Act of 1990, as amended by the District of Columbia Underground Storage Tank Management Act of 1990 Amendment Act of 1992, D.C. Code, ss. 8-113.02, Seller informs Purchaser that to the best of its knowledge, there are no underground storage tanks on the DC Property.

13. NO WAIVER; ELECTIONS.

The exercise of (or failure to exercise) any one of either party's rights or remedies under this Agreement shall not be deemed to be in lieu of or a waiver of any other right or remedy contained herein or in any of the other documents, agreements or instruments delivered in connection herewith or available to such party at law or equity. Subject to the provisions of
Section 10 above, in the event of the occurrence of a default by a party hereunder, the other party shall have the sole right to determine which remedies are available under this Agreement or at law or equity to pursue, and may elect to pursue (or not to pursue) any or all of such remedies (regardless of whether such election is deemed to be inconsistent).

14. WAIVER OF JURY TRIAL.

SELLER AND PURCHASER EACH HEREBY WAIVE ANY RIGHT TO JURY TRIAL IN CONNECTION WITH THE ENFORCEMENT BY PURCHASER, OR SELLER, OF ANY OF THEIR RESPECTIVE RIGHTS AND REMEDIES HEREUNDER.

15. INTERPRETATION.

Each of Seller and Purchaser acknowledge that it was represented by counsel in connection with this Agreement and that it or its counsel drafted, reviewed and/or revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

16. NOTICES.

All notices, waivers, demands, requests or other communications required or permitted by this Agreement ("NOTICES"), to be effective, shall be in writing, properly addressed, and shall be given by (i) personal delivery, (ii) established overnight commercial courier (such as Federal Express) for delivery on the next business day with delivery charges prepaid or duly charged (iii) by registered or certified mail (return receipt requested, first-class postage prepaid), or (iv) by facsimile or telecopy transmittal, as follows:

If to Seller:

6551 Loisdale Court, Suite 115
Springfield, Virginia 22150

Attn: Ron K. Bailey

With a copy to (which shall not constitute notice):

Walsh Colucci Stackhouse Emrich & Lubeley PC Courthouse Plaza
2200 Clarendon Boulevard, 13th Floor Arlington, Virginia 22201-3359 Attn: William A. Fogarty, Esq.

Fax: (703) 528-6050

If to Purchaser:

Strayer University, Inc.

8550 Cinder Bed Road
Suite 1000
P.O. Box 1310
Newington, Virginia 22122 Attn: Steven McArthur, Esq.

Fax: (703) 339-2966

With a copy to (which shall not constitute notice):

Hogan & Hartson L.L.P.

8300 Greensboro Drive

Suite 1100
McLean, Virginia 22102 Attn: Dennis K. Moyer, Esq.

Fax: (703) 610-6200

or to any other address or addressee as any party entitled to receive notice under this Agreement shall designate, from time to time, to others in the manner provided for in this section for the service of Notices. Notices shall be deemed to have been given the following business day after actual receipt (or refusal to accept receipt) by a natural person at the address shown. All courtesy copies of Notices sent to the parties listed above as receiving copies shall be given in the same manner as the original Notice that was sent but shall not be a prerequisite to the effectiveness of any Notice.

17. BENEFIT AND BURDEN. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and, to the extent permitted hereunder, assigns. Except for Section 21, the provisions herein shall survive Closing and delivery of the deed for a period of six (6) months and shall not be merged therein.

18. ENTIRE AGREEMENT. This Agreement contains the entire agreement among the parties. There are no promises, agreements, terms, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, among them other than as set forth in this Agreement. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by all the parties or their respective successors in interest.

19. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

20. SEVERABILITY. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions hereof shall not affect the validity or enforceability of the other provisions hereof.

21. FURTHER ASSURANCES. Each of the parties hereto shall at any time and from time to time after the Closing Date execute and deliver such further instruments, documents and certificates and do such further acts and things, as may be required by law or which may be appropriate or reasonable in order to carry out the intent and purposes of this Agreement, or to vest more fully in Purchaser the title to the Property.

22. BUSINESS DAYS. If any date upon which action is required under this Agreement shall be a Saturday, Sunday or a Federally recognized legal holiday, the date for such action shall be extended to the first business day after such date that is not a Saturday, Sunday or legal holiday.

23. DELIVERY; COUNTERPARTS.

(a) Delivery of this Agreement may be accomplished by any method specified in Section 16.

(b) To facilitate execution, this Agreement may be executed in as many counterparts as may be required; and it shall not be necessary that the signatures of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; but it shall be sufficient that the signature of, or on behalf of, each party, appear on one or more of the counterparts. All counterparts shall collectively constitute a single agreement. It shall not be necessary in making proof of this Agreement to produce or account for more than a number of counterparts containing the respective signatures of, or on behalf of, all of the parties hereto.

IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be executed on the date first above written.

SELLER:

KKB, L.L.C., a Virginia limited liability
company

                                 CENTRAL INVESTMENTS, INC., a Virginia
                                 corporation

Attest:                          By:
                                     -------------------------------------------
                                     Ron K. Bailey,
                                     President
-------------------------------

[signatures continue next page]

                                   STRAYER UNIVERSITY, INC., a Maryland
                                   corporation

Attest:                            By:
                                       ----------------------------------------
                                       Steven A. McArthur,
                                       Senior Vice President and General Counsel
--------------------------------

Exhibit A         Description of DC Land

Exhibit B         Description of Woodbridge Land

Exhibit C         Description of Manassas Land

Exhibit D-1       Owner's Affidavit - DC

Exhibit D-2       Owner's Affidavit - Manassas

Exhibit D-3       Owner's Affidavit - Woodbridge

Exhibit E         Environmental Report

Exhibit F-1       FIRPTA Affidavit - DC

Exhibit F-2       FIRPTA Affidavit - Manassas and Woodbridge

Exhibit G-1       Special Warranty Deed - DC

Exhibit G-2       Special Warranty Deed - Manassas

Exhibit G-3       Special Warranty Deed - Woodbridge

Exhibit H-1       Bill of Sale - DC

Exhibit H-2       Bill of Sale - Manassas

Exhibit H-3       Bill of Sale - Woodbridge

Exhibit I-1       Assignment and Assumption Agreement - DC

Exhibit I-2       Assignment and Assumption Agreement - Manassas

Exhibit I-3       Assignment and Assumption Agreement - Woodbridge

LIST OF SCHEDULES

Schedule 5.1.n Proffers

Schedule 9.3 Capital Repairs

EXHIBIT A

DESCRIPTION OF DC LAND

EXHIBIT B

DESCRIPTION OF WOODBRIDGE LAND

EXHIBIT C

DESCRIPTION OF MANASSAS LAND

EXHIBIT D-1

OWNER'S AFFIDAVIT - DC

FIRST AMERICAN TITLE INSURANCE COMPANY
OWNER/SELLER AFFIDAVIT; FILE NO. NA 22807

State of _____________________;
County of ___________________;

The undersigned Ron K. Bailey, President of Central Investments, Inc., a Virginia corporation ("the Owner"), has personal knowledge of the facts sworn to in this Affidavit and has the power and authority to execute this Affidavit on behalf of the Owner, being first duly sworn on oath, deposes and says;

That the Owner is the fee simple Owner of the property known and described as:

SEE EXHIBIT "A" ATTACHED HERETO

and as also described in First American Title Insurance Company Commitment No. (the "Premises").

That the Owner is a corporation and said corporation is in Good Standing in the Commonwealth of Virginia and is qualified to do business in the Commonwealth of Virginia, and that the Articles of Incorporation and By-Laws are still in full force and effect with no changes to the original Articles except by amendments already disclosed to this Company and no proceeding is pending for Owner's dissolution or annulment.

That all license, state franchise, and city and corporation taxes, if applicable, due and payable by Owner have been paid in full.

That no proceedings in Bankruptcy or receivership have been instituted by or against the Owner and the Owner has never made an assignment for the benefit of creditors.

That there is no action or proceeding now pending in any state or federal court in the United States to which the Owner is a party and which affects the Premises; nor is there any state or federal court judgment, state or federal tax lien, or any other state or federal lien of any nature against the Owner which may constitute a lien charge upon the Premises.

That the Owner's possession of the Premises has been peaceable and undisturbed, and that title to the Premises has never been disputed or questioned.

That there is no pending litigation or dispute regarding the lines and corners of the Premises.

That there are no delinquent real estate taxes or unpaid current real estate taxes; nor any pending or levied assessments on the Premises, including but not limited to those for sidewalks, streets, sewers and water lines.

That the Owner has not caused any work, services, or labor to be done, or any fixtures, apparatus or materials to be furnished, in connection with, or to, the said Premises, except such materials, fixtures, work, apparatus, labor or services as have been fully and completely paid for; that there is no claim or indebtedness to anyone for any labor, fixtures, apparatus, materials, services or work done to, upon, or in connection with the said Premises; that there is no mechanics lien claim against the Premises, whether of record or otherwise.

Except as set forth in the aforesaid Commitment, there are no unrecorded mortgages, improvement loans, chattel mortgages, conditional bills of sale, contracts of sale, (except that in connection with which this affidavit is given), security agreements, agreements not to sell or encumber, financing statements which affect the Premises or which affect any fixtures, appliances, or equipment now installed in or on the Premises.

That all tenants or parties who have leasehold or tenancy rights to occupy any portion of the Premises are those listed below and none of such parties has any right to the Premises other than its right as Tenant, nor any right of first refusal or option to purchase the Premises. (If there are no tenants or parties who have leasehold or tenancy rights, indicate "NONE" in the space provided below.)

That the Owner is not a foreign person, foreign trust or other foreign entity as those terms are defined in or contemplated by Section 1445 of the Internal Revenue Code of 1986, as amended, and regulations promulgated pursuant thereto.

That the Federal taxpayer identification number of the Owner is 54-1707884.

That the address of the principal place of business of the Owner is in Virginia.

Owner: 6551 Loisdale Court, Suite 115 Springfield, Virginia 22150

Witness the following signature and seal:

                                         CENTRAL INVESTMENTS, INC., a Virginia
                                         corporation

Attest:                                   By:
                                              ----------------------------------
                                              Ron K. Bailey,
                                              President
--------------------------------

Subscribed and sworn to before me this       , day of                    , 2002.
                                       ------         -------------------


--------------------------------
Notary Public

My Commission expires:

EXHIBIT D-2

OWNER'S AFFIDAVIT - MANASSAS

FIRST AMERICAN TITLE INSURANCE COMPANY
OWNER/SELLER AFFIDAVIT; FILE NO. NA 22807

State of _____________________;
County of ___________________;

The undersigned Ron K. Bailey, Manager of KKB, L.L.C., a Virginia limited liability company ("the Owner"), has personal knowledge of the facts sworn to in this Affidavit and has the power and authority to execute this Affidavit on behalf of the Owner, being first duly sworn on oath, deposes and says;

That the Owner is the fee simple Owner of the property known and described as:

SEE EXHIBIT "A" ATTACHED HERETO

and as also described in First American Title Insurance Company Commitment No. (the "Premises").

That the Owner is a limited liability company and said limited liability company is in Good Standing in the Commonwealth of Virginia and is qualified to do business in the Commonwealth of Virginia, and that the Articles of Organization and Limited Liability Company Agreement are still in full force and effect with no changes to the original Articles except by amendments already disclosed to this Company and no proceeding is pending for Owner's dissolution or annulment.

That all license, state franchise, and city and corporation taxes, if applicable, due and payable by Owner have been paid in full.

That no proceedings in Bankruptcy or receivership have been instituted by or against the Owner and the Owner has never made an assignment for the benefit of creditors.

That there is no action or proceeding now pending in any state or federal court in the United States to which the Owner is a party and which affects the Premises; nor is there any state or federal court judgment, state or federal tax lien, or any other state or federal lien of any nature against the Owner which may constitute a lien charge upon the Premises.

That the Owner's possession of the Premises has been peaceable and undisturbed, and that title to the Premises has never been disputed or questioned.

That there is no pending litigation or dispute regarding the lines and corners of the Premises.

That there are no delinquent real estate taxes or unpaid current real estate taxes; nor any pending or levied assessments on the Premises, including but not limited to those for sidewalks, streets, sewers and water lines.

That the Owner has not caused any work, services, or labor to be done, or any fixtures, apparatus or materials to be furnished, in connection with, or to, the said Premises, except such materials, fixtures, work, apparatus, labor or services as have been fully and completely paid for; that there is no claim or indebtedness to anyone for any labor, fixtures, apparatus, materials, services or work done to, upon, or in connection with the said Premises; that there is no mechanics lien claim against the Premises, whether of record or otherwise.

Except as set forth in the aforesaid Commitment, there are no unrecorded mortgages, improvement loans, chattel mortgages, conditional bills of sale, contracts of sale, (except that in connection with which this affidavit is given), security agreements, agreements not to sell or encumber, financing statements which affect the Premises or which affect any fixtures, appliances, or equipment now installed in or on the Premises.

That all tenants or parties who have leasehold or tenancy rights to occupy any portion of the Premises are those listed below and none of such parties has any right to the Premises other than its right as Tenant, nor any right of first refusal or option to purchase the Premises. (If there are no tenants or parties who have leasehold or tenancy rights, indicate "NONE" in the space provided below.)

That the Owner is not a foreign person, foreign trust or other foreign entity as those terms are defined in or contemplated by Section 1445 of the Internal Revenue Code of 1986, as amended, and regulations promulgated pursuant thereto.

That the Federal taxpayer identification number of the Owner is 54-1852024.

That the address of the principal place of business of the Owner is in Virginia.

Owner: 6551 Loisdale Court, Suite 115 Springfield, Virginia 22150

Witness the following signature and seal:

KKB, L.L.C., a Virginia limited liability company

Subscribed and sworn to before me this     , day of                      , 2002.
                                       ----         ---------------------


----------------------------
Notary Public

My Commission expires:

EXHIBIT D-3

OWNER'S AFFIDAVIT - WOODBRIDGE

FIRST AMERICAN TITLE INSURANCE COMPANY
OWNER/SELLER AFFIDAVIT; FILE NO. NA 22807

State of _____________________;
County of ___________________;

The undersigned Ron K. Bailey, Manager of KKB, L.L.C., a Virginia limited liability company ("the Owner"), has personal knowledge of the facts sworn to in this Affidavit and has the power and authority to execute this Affidavit on behalf of the Owner, being first duly sworn on oath, deposes and says;

That the Owner is the fee simple Owner of the property known and described as:

SEE EXHIBIT "A" ATTACHED HERETO

and as also described in First American Title Insurance Company Commitment No. (the "Premises").

That the Owner is a limited liability company and said limited liability company is in Good Standing in the Commonwealth of Virginia and is qualified to do business in the Commonwealth of Virginia, and that the Articles of Organization and Limited Liability Company Agreement are still in full force and effect with no changes to the original Articles except by amendments already disclosed to this Company and no proceeding is pending for Owner's dissolution or annulment.

That all license, state franchise, and city and corporation taxes, if applicable, due and payable by Owner have been paid in full.

That no proceedings in Bankruptcy or receivership have been instituted by or against the Owner and the Owner has never made an assignment for the benefit of creditors.

That there is no action or proceeding now pending in any state or federal court in the United States to which the Owner is a party and which affects the Premises; nor is there any state or federal court judgment, state or federal tax lien, or any other state or federal lien of any nature against the Owner which may constitute a lien charge upon the Premises.

That the Owner's possession of the Premises has been peaceable and undisturbed, and that title to the Premises has never been disputed or questioned.

That there is no pending litigation or dispute regarding the lines and corners of the Premises.

That there are no delinquent real estate taxes or unpaid current real estate taxes; nor any pending or levied assessments on the Premises, including but not limited to those for sidewalks, streets, sewers and water lines.

That the Owner has not caused any work, services, or labor to be done, or any fixtures, apparatus or materials to be furnished, in connection with, or to, the said Premises, except such materials, fixtures, work, apparatus, labor or services as have been fully and completely paid for; that there is no claim or indebtedness to anyone for any labor, fixtures, apparatus, materials, services or work done to, upon, or in connection with the said Premises; that there is no mechanics lien claim against the Premises, whether of record or otherwise.

Except as set forth in the aforesaid Commitment, there are no unrecorded mortgages, improvement loans, chattel mortgages, conditional bills of sale, contracts of sale, (except that in connection with which this affidavit is given), security agreements, agreements not to sell or encumber, financing statements which affect the Premises or which affect any fixtures, appliances, or equipment now installed in or on the Premises.

That all tenants or parties who have leasehold or tenancy rights to occupy any portion of the Premises are those listed below and none of such parties has any right to the Premises other than its right as Tenant, nor any right of first refusal or option to purchase the Premises. (If there are no tenants or parties who have leasehold or tenancy rights, indicate "NONE" in the space provided below.)

That the Owner is not a foreign person, foreign trust or other foreign entity as those terms are defined in or contemplated by Section 1445 of the Internal Revenue Code of 1986, as amended, and regulations promulgated pursuant thereto.

That the Federal taxpayer identification number of the Owner is 54-1852024.

That the address of the principal place of business of the Owner is in Virginia.

Owner: 6551 Loisdale Court, Suite 115 Springfield, Virginia 22150

Witness the following signature and seal:

KKB, L.L.C., a Virginia limited liability company

Subscribed and sworn to before me this     , day of                      , 2002.
                                       ----         ---------------------


-----------------------------
Notary Public

My Commission expires:

EXHIBIT E

ENVIRONMENTAL REPORT

[ATTACHED HERETO]

EXHIBIT F-1

FIRPTA AFFIDAVIT - DC

CERTIFICATION WITH RESPECT TO
SECTION 1445 OF THE INTERNAL REVENUE CODE

Section 1445 of the Internal Revenue Code provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person.

To inform the Transferee, STRAYER UNIVERSITY, INC., of the United States real property interests described on Exhibit "A" attached hereto and made a part hereof, that withholding of tax is not required upon the disposition of a United States real property interest by the Transferor, CENTRAL INVESTMENTS, INC., the undersigned hereby certifies the following:

1. Transferor is not a nonresident alien for purposes of U.S. income taxation, foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person (as such terms are defined in the Internal Revenue Code and Income Tax Regulations);

2. The Federal Tax Identification Number for CENTRAL INVESTMENTS, INC. is 54-1707884; and

3. Transferor's address is 6551 Loisdale Court, Suite 115, Springfield, Virginia 22150.

Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein may be punished by fine, imprisonment, or both.

Under penalty of perjury, each of the undersigned declare that it has examined this certification and, to the best of such undersigned's knowledge and belief, it is true, correct and complete.

Date: ___________, 2002                   TRANSFEROR:
                                          ----------


                                          CENTRAL INVESTMENTS, INC., a Virginia
                                          corporation

Attest:                                   By:
                                              ---------------------------------
                                               Ron K. Bailey,
                                               President
-------------------------------

EXHIBIT A TO FIRPTA
Description of Land

EXHIBIT F-2

FIRPTA AFFIDAVIT - MANASSAS AND WOODBRIDGE

CERTIFICATION WITH RESPECT TO
SECTION 1445 OF THE INTERNAL REVENUE CODE

Section 1445 of the Internal Revenue Code provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person.

To inform the Transferee, STRAYER UNIVERSITY, INC., of the United States real property interests described on Exhibits "A" and "B" attached hereto and made a part hereof, that withholding of tax is not required upon the disposition of a United States real property interest by the Transferor, KKB, L.L.C., the undersigned hereby certifies the following:

1. Transferor is not a nonresident alien for purposes of U.S. income taxation, foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person (as such terms are defined in the Internal Revenue Code and Income Tax Regulations);

2. The Federal Tax Identification Number for KKB, L.L.C. is 54-1852024; and

3. Transferor's address is 6551 Loisdale Court, Suite 115, Springfield, Virginia 22150.

Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein may be punished by fine, imprisonment, or both.

Under penalty of perjury, each of the undersigned declare that it has examined this certification and, to the best of such undersigned's knowledge and belief, it is true, correct and complete.

Date: ___________, 2002               TRANSFEROR:
                                      ----------


                                      KKB, L.L.C., a Virginia limited liability
                                      company


                                      By:
                                          -------------------------------------
                                          Ron K. Bailey,
                                          Manager

EXHIBIT G-1

SPECIAL WARRANTY DEED - DC

This SPECIAL WARRANTY DEED is made as of January 31, 2002 by and between CENTRAL INVESTMENTS, INC., a Virginia corporation, having a principal address of 6551 Loisdale Court, Suite 115, Springfield, Virginia 22150 (the "GRANTOR") and STRAYER UNIVERSITY, INC., a Maryland corporation, having an address at c/o Strayer Education, Inc., 8550 Cinder Bed Road, Newington, Virginia 22122 (the "GRANTEE").

W I T N E S S E T H:

That for and in consideration of the sum of Ten Dollars ($10.00), the receipt of which is hereby acknowledged, Grantor does hereby grant with special warranty unto Grantee, in fee simple, the following described parcel of land and premises, situate in the District of Columbia and more particularly described on EXHIBIT A, attached hereto and incorporated herein by reference.

TOGETHER WITH all and singular the ways, easements, rights, privileges and appurtenances to the same belonging or in any way appertaining, and all the estate, right, title, interest and claim, either at law or in equity, or otherwise however of Grantor, of in, to, or out of said land and premises.

AND Grantor covenants that it will warrant specially the property hereby conveyed, and that it will execute such further assurances of said land as may be requisite.

IN TESTIMONY WHEREOF, Grantor, on the day and year first hereinabove written, has caused these presents to be executed on behalf of itself by its President and attested by its Secretary and acknowledges this Deed to be its act and deed.

Attest:                                   By:
                                              ----------------------------------
                                               Ron K. Bailey,
                                               President
------------------------------------

STATE OF _________________                 )
                                           ) ss:
CITY OF __________________                 )

I, _____________________, a Notary Public, do hereby certify that Ron K. Bailey, who is personally well known to me as (or proved by the oaths of credible witnesses to be) the person named as the President and attorney-in-fact of Central Investments, Inc. in the foregoing Special Warranty Deed bearing date as of the ____ day of __________, 2002, personally appeared before me and as President and attorney-in-fact as aforesaid, acknowledged the same to be the authorized and voluntary act and deed of Central Investments, Inc., a Virginia corporation, one of the parties thereto, and made oath that he is the President of and authorized attorney-in-fact for said corporation.

GIVEN under my hand and seal this ___ day of __________, 2002.

Notary Public

(SEAL)
My Commission Expires:

[SEAL]

EXHIBIT A TO SPECIAL WARRANTY DEED

Description of Land

EXHIBIT G-2

SPECIAL WARRANTY DEED - MANASSAS

This SPECIAL WARRANTY DEED is made as of January 31, 2002 by and between KKB, L.L.C., a Virginia limited liability company, having a principal address of 6551 Loisdale Court, Suite 115, Springfield, Virginia 22150 (the "GRANTOR") and STRAYER UNIVERSITY, INC., a Maryland corporation, having an address at c/o Strayer Education, Inc., 8550 Cinder Bed Road, Newington, Virginia 22122 (the "GRANTEE").

W I T N E S S E T H:

That for and in consideration of the sum of Ten Dollars ($10.00), the receipt of which is hereby acknowledged, Grantor does hereby grant with special warranty unto Grantee, in fee simple, the following described parcel of land and premises, situate in the Commonwealth of Virginia and more particularly described on EXHIBIT A, attached hereto and incorporated herein by reference.

TOGETHER WITH all and singular the ways, easements, rights, privileges and appurtenances to the same belonging or in any way appertaining, and all the estate, right, title, interest and claim, either at law or in equity, or otherwise however of Grantor, of in, to, or out of said land and premises.

AND Grantor covenants that it will warrant specially the property hereby conveyed, and that it will execute such further assurances of said land as may be requisite.

IN TESTIMONY WHEREOF, Grantor, on the day and year first hereinabove written, has caused these presents to be executed on behalf of itself by its Manager and acknowledges this Deed to be its act and deed.

GRANTOR:

KKB, L.L.C., a Virginia limited liability
company

ACKNOWLEDGMENT

STATE OF ___________________________________)

)

COUNTY OF __________________________________)

I, _____________________, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing instrument was acknowledged before me by Ron K. Bailey, Manager of KKB, L.L.C., a Virginia limited liability company, on behalf of the foregoing company.

GIVEN under my hand and seal this ______ day of ___________, 2002.

My commission expires:______________________

[SEAL]

EXHIBIT A TO SPECIAL WARRANTY DEED

Description of Land

EXHIBIT G-3

SPECIAL WARRANTY DEED - WOODBRIDGE

This SPECIAL WARRANTY DEED is made as of January 31, 2002 by and between KKB, L.L.C., a Virginia limited liability company, having a principal address of 6551 Loisdale Court, Suite 115, Springfield, Virginia 22150 (the "GRANTOR") and STRAYER UNIVERSITY, INC., a Maryland corporation, having an address at c/o Strayer Education, Inc., 8550 Cinder Bed Road, Newington, Virginia 22122 (the "GRANTEE").

W I T N E S S E T H:

That for and in consideration of the sum of Ten Dollars ($10.00), the receipt of which is hereby acknowledged, Grantor does hereby grant with special warranty unto Grantee, in fee simple, the following described parcel of land and premises, situate in the Commonwealth of Virginia and more particularly described on EXHIBIT A, attached hereto and incorporated herein by reference.

TOGETHER WITH all and singular the ways, easements, rights, privileges and appurtenances to the same belonging or in any way appertaining, and all the estate, right, title, interest and claim, either at law or in equity, or otherwise however of Grantor, of in, to, or out of said land and premises.

AND Grantor covenants that it will warrant specially the property hereby conveyed, and that it will execute such further assurances of said land as may be requisite.

IN TESTIMONY WHEREOF, Grantor, on the day and year first hereinabove written, has caused these presents to be executed on behalf of itself by its Manager and acknowledges this Deed to be its act and deed.

GRANTOR:

KKB, L.L.C., a Virginia limited liability
company

ACKNOWLEDGMENT

STATE OF ___________________________________)

)

COUNTY OF __________________________________)

I, _____________________, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing instrument was acknowledged before me by Ron K. Bailey, Manager of KKB, L.L.C., a Virginia limited liability company, on behalf of the foregoing company.

GIVEN under my hand and seal this ______ day of ___________, 2002.

My commission expires: ______________________

[SEAL]

EXHIBIT A TO SPECIAL WARRANTY DEED

Description of Land

EXHIBIT H-1

BILL OF SALE - DC

This BILL OF SALE is made as of January 31, 2002 by and between CENTRAL INVESTMENTS, INC., a Virginia corporation, having a principal address at 6551 Loisdale Court, Suite 115, Springfield, Virginia 22150 (the "SELLER") and STRAYER UNIVERSITY, INC., a Maryland corporation, having an address at c/o Strayer Education, Inc., 8550 Cinder Bed Road, Newington, Virginia 22122 (the "PURCHASER").

WHEREAS, Seller is the fee owner of the real property and improvements located thereon located at 1025 15th Street, N.W., Washington, D.C. 20005 and more particularly described on EXHIBIT "A" hereto (the "PROPERTY");

WHEREAS, Seller and Purchaser have entered into that certain Real Estate Purchase Agreement dated January 31, 2002 (the "PURCHASE AGREEMENT") for the sale and purchase of the Property;

WHEREAS, Seller simultaneously herewith is conveying its interest as fee owner in the Property to Purchaser; and

WHEREAS, pursuant to the Purchase Agreement, Seller desires to assign and convey to Purchaser all of Seller's right, title and interest in and to any personal property owned by Seller and used in connection with the ownership, management, operation, maintenance or repair of the Property (the "PERSONAL PROPERTY").

NOW THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller hereby agrees as follows:

1. Seller does hereby grant, bargain, sell, convey, transfer, assign and deliver without warranty to Purchaser, its successors and assigns the Personal Property and all of Seller's right, title and interest therein.

2. This Bill of Sale shall bind Seller and its successors and assigns, and shall inure to the benefit of Purchaser, its successors and assigns.

IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed as of the date first above written.

                                           CENTRAL INVESTMENTS, INC., a Virginia
                                           corporation

Attest:                                    By:
                                               ---------------------------------
                                               Ron K. Bailey,
                                               President
----------------------------

STATE OF __________        )
                           ) ss:
CITY OF __________         )

I, _____________________, a Notary Public, do hereby certify that Ron K. Bailey, who is personally well known to me as (or proved by the oaths of credible witnesses to be) the person named as the President and attorney-in-fact of Central Investments, Inc. in the foregoing Bill of Sale bearing date as of the ____ day of __________, 2002, personally appeared before me and as President and attorney-in-fact as aforesaid, acknowledged the same to be the authorized and voluntary act and deed of Central Investments, Inc., a Virginia corporation, one of the parties thereto, and made oath that he is the President of and authorized attorney-in-fact for said corporation.

GIVEN under my hand and seal this ___ day of __________, 2002.

(SEAL)
My Commission Expires:

[SEAL]

EXHIBIT A TO BILL OF SALE

Description of Land

EXHIBIT H-2

BILL OF SALE - MANASSAS

This BILL OF SALE is made as of January 31, 2002 by and between KKB, L.L.C., a Virginia limited liability company, having a principal address at 6551 Loisdale Court, Suite 115, Springfield, Virginia 22150 (the "SELLER") and STRAYER UNIVERSITY, INC., a Maryland corporation, having an address at c/o Strayer Education, Inc., 8550 Cinder Bed Road, Newington, Virginia 22122 (the "PURCHASER").

WHEREAS, Seller is the fee owner of the real property and improvements located thereon located at 9990 Battleview Parkway, Manassas, Virginia 20101 and more particularly described on EXHIBIT "A" hereto (the "PROPERTY");

WHEREAS, Seller and Purchaser have entered into that certain Real Estate Purchase Agreement dated January 31, 2002 (the "PURCHASE AGREEMENT") for the sale and purchase of the Property;

WHEREAS, Seller simultaneously herewith is conveying its interest as fee owner in the Property to Purchaser; and

WHEREAS, pursuant to the Purchase Agreement, Seller desires to assign and convey to Purchaser all of Seller's right, title and interest in and to any personal property owned by Seller and used in connection with the ownership, management, operation, maintenance or repair of the Property (the "PERSONAL PROPERTY").

NOW THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller hereby agrees as follows:

1. Seller does hereby grant, bargain, sell, convey, transfer, assign and deliver without warranty to Purchaser, its successors and assigns the Personal Property and all of Seller's right, title and interest therein.

2. This Bill of Sale shall bind Seller and its successors and assigns, and shall inure to the benefit of Purchaser, its successors and assigns.

IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed as of the date first above written.

SELLER:

KKB, L.L.C., a Virginia limited liability
company

ACKNOWLEDGMENT

STATE OF _____________________________)

)

COUNTY OF ____________________________)

I, _____________________, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing instrument was acknowledged before me by Ron K. Bailey, Manager of KKB, L.L.C., a Virginia limited liability company, on behalf of the foregoing company.

GIVEN under my hand and seal this ______ day of ___________, 2002.

My commission expires: _________________

[SEAL]

EXHIBIT A TO BILL OF SALE

Description of Land

EXHIBIT H-3

BILL OF SALE - WOODBRIDGE

This BILL OF SALE is made as of January 31, 2002 by and between KKB, L.L.C., a Virginia limited liability company, having a principal address at 6551 Loisdale Court, Suite 115, Springfield, Virginia 22150 (the "SELLER") and STRAYER UNIVERSITY, INC., a Maryland corporation, having an address at c/o Strayer Education, Inc., 8550 Cinder Bed Road, Newington, Virginia 22122 (the "PURCHASER").

WHEREAS, Seller is the fee owner of the real property and improvements located thereon located at 13385 Minnieville Road, Woodbridge, Virginia 22192 and more particularly described on EXHIBIT "A" hereto (the "PROPERTY");

WHEREAS, Seller and Purchaser have entered into that certain Real Estate Purchase Agreement dated January 31, 2002 (the "PURCHASE AGREEMENT") for the sale and purchase of the Property;

WHEREAS, Seller simultaneously herewith is conveying its interest as fee owner in the Property to Purchaser; and

WHEREAS, pursuant to the Purchase Agreement, Seller desires to assign and convey to Purchaser all of Seller's right, title and interest in and to any personal property owned by Seller and used in connection with the ownership, management, operation, maintenance or repair of the Property (the "PERSONAL PROPERTY").

NOW THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller hereby agrees as follows:

1. Seller does hereby grant, bargain, sell, convey, transfer, assign and deliver without warranty to Purchaser, its successors and assigns the Personal Property and all of Seller's right, title and interest therein.

2. This Bill of Sale shall bind Seller and its successors and assigns, and shall inure to the benefit of Purchaser, its successors and assigns.

IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed as of the date first above written.

SELLER:

KKB, L.L.C., a Virginia limited liability
company

ACKNOWLEDGMENT

STATE OF _______________________________)

)

COUNTY OF ______________________________)

I, _____________________, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing instrument was acknowledged before me by Ron K. Bailey, Manager of KKB, L.L.C., a Virginia limited liability company, on behalf of the foregoing company.

GIVEN under my hand and seal this ______ day of ___________, 2002.

My commission expires: ____________

[SEAL]

EXHIBIT A TO BILL OF SALE

Description of Land

EXHIBIT I-1

ASSIGNMENT AND ASSUMPTION AGREEMENT - DC

This ASSIGNMENT AND ASSUMPTION AGREEMENT is made as of January 31, 2002 by and between CENTRAL INVESTMENTS, INC., a Virginia corporation, having a principal address at 6551 Loisdale Court, Suite 115, Springfield, Virginia 22150 (the "ASSIGNOR") and STRAYER UNIVERSITY, INC., a Maryland corporation, having an address at c/o Strayer Education, Inc., 8550 Cinder Bed Road, Newington, Virginia 22122 (the "ASSIGNEE").

WHEREAS, Assignor is the fee simple owner of the real property and improvements located thereon located at 1025 15th Street, N.W., Washington, D.C. 20005 and more particularly described on EXHIBIT "A" hereto (the "PROPERTY");

WHEREAS, Assignor and Assignee have entered into that certain Real Estate Purchase Agreement dated January 31, 2002 (the "PURCHASE AGREEMENT") for the sale and purchase of the Property;

WHEREAS, Assignor desires to assign and convey to Assignee and Assignee wishes to accept and assume (i) all assignable, unexpired manufacturers' warranties and guarantees, if any, with respect to any portion of the Property, or the improvements, fixtures and equipment to be transferred with the Property (the "WARRANTIES"); (ii) any and all plans and specifications for all improvements on the Property (the "PLANS AND SPECIFICATIONS"); (iii) all operating licenses, permits and approvals with respect to the Property (the "Licenses"); and (iv) any trade names and other intangible property used in connection with the repair, restoration, use occupancy, operation, management, ownership and leasing of the Property ("GENERAL INTANGIBLES"); and

WHEREAS, concurrently herewith, Assignor is conveying to Assignee all of Assignor's right, title and interest in and to the Property and desires to convey to Assignee all of Assignor's right, title and interest, if any, in and to the Warranties, the Plans and Specifications, the Licenses and the General Intangibles, to the extent that the same may be lawfully assigned.

NOW THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor hereby agrees as follows:

1. Assignor does hereby grant, bargain, sell, convey, transfer, assign and deliver to Assignee, its successors and assigns all of Assignor's right, title and interest, if any, in and to the Warranties, the Plans and Specifications and the General Intangibles.

2. Assignor does hereby grant, bargain, sell, convey, transfer, assign and deliver to Assignee, its successors and assigns all of Assignor's right, title and interest, if any, in and to the Licenses, to the extent that the same may be lawfully assigned.

3. Assignee hereby assumes all of the covenants and obligations required of the Landlord under the Warranties (if any).

4. This Assignment and Assumption Agreement shall bind and inure to the benefit of Assignor and Assignee and their respective successors and assigns.

5. This Assignment and Assumption Agreement shall be governed by the laws of the Commonwealth of Virginia.

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment and Assumption Agreement to be executed as of the date first above written.

                                           CENTRAL INVESTMENTS, INC., a Virginia
                                           corporation

Attest:                                    By:
                                               ---------------------------------
                                               Ron K. Bailey,
                                               President
---------------------------------

Attest:                                    By:
                                               ---------------------------------
                                               Steven A. McArthur,
                                               Senior Vice President and General
---------------------------------              Counsel

EXHIBIT A TO ASSIGNMENT AND ASSUMPTION AGREEMENT

Description of Land

EXHIBIT I-2

ASSIGNMENT AND ASSUMPTION AGREEMENT - MANASSAS

This ASSIGNMENT AND ASSUMPTION AGREEMENT is made as of January 31, 2002 by and between KKB, L.L.C., a Virginia limited liability company, having a principal address at 6551 Loisdale Court, Suite 115, Springfield, Virginia 22150 (the "ASSIGNOR") and STRAYER UNIVERSITY, INC., a Maryland corporation, having an address at c/o Strayer Education, Inc., 8550 Cinder Bed Road, Newington, Virginia 22122 (the "ASSIGNEE").

WHEREAS, Assignor is the fee simple owner of the real property and improvements located thereon located at 9990 Battleview Parkway, Manassas, Virginia 20101 and more particularly described on EXHIBIT "A" hereto (the "PROPERTY");

WHEREAS, Assignor and Assignee have entered into that certain Real Estate Purchase Agreement dated January 31, 2002 (the "PURCHASE AGREEMENT") for the sale and purchase of the Property;

WHEREAS, Assignor desires to assign and convey to Assignee and Assignee wishes to accept and assume (i) all assignable, unexpired manufacturers' warranties and guarantees, if any, with respect to any portion of the Property, or the improvements, fixtures and equipment to be transferred with the Property (the "WARRANTIES"); (ii) any and all plans and specifications for all improvements on the Property (the "PLANS AND SPECIFICATIONS"); (iii) all operating licenses, permits and approvals with respect to the Property (the "Licenses"); and (iv) any trade names and other intangible property used in connection with the repair, restoration, use occupancy, operation, management, ownership and leasing of the Property ("GENERAL INTANGIBLES"); and

WHEREAS, concurrently herewith, Assignor is conveying to Assignee all of Assignor's right, title and interest in and to the Property and desires to convey to Assignee all of Assignor's right, title and interest, if any, in and to the Warranties, the Plans and Specifications, the Licenses and the General Intangibles, to the extent that the same may be lawfully assigned.

NOW THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor hereby agrees as follows:

1. Assignor does hereby grant, bargain, sell, convey, transfer, assign and deliver to Assignee, its successors and assigns all of Assignor's right, title and interest, if any, in and to the Warranties, the Plans and Specifications and the General Intangibles.

2. Assignor does hereby grant, bargain, sell, convey, transfer, assign and deliver to Assignee, its successors and assigns all of Assignor's right, title and interest, if any, in and to the Licenses, to the extent that the same may be lawfully assigned.

3. Assignee hereby assumes all of the covenants and obligations required of the Landlord under the Warranties (if any).

4. This Assignment and Assumption Agreement shall bind and inure to the benefit of Assignor and Assignee and their respective successors and assigns.

5. This Assignment and Assumption Agreement shall be governed by the laws of the Commonwealth of Virginia.

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment and Assumption Agreement to be executed as of the date first above written.

ASSIGNOR:

KKB, L.L.C., a Virginia limited liability
company

Attest:                                By:
                                           -------------------------------------
                                           Steven A. McArthur,
                                           Senior Vice President and General
                                           Counsel
----------------------------

EXHIBIT A TO ASSIGNMENT AND ASSUMPTION AGREEMENT

Description of Land

EXHIBIT I-3

ASSIGNMENT AND ASSUMPTION AGREEMENT - WOODBRIDGE

This ASSIGNMENT AND ASSUMPTION AGREEMENT is made as of January 31, 2002 by and between KKB, L.L.C., a Virginia limited liability company, having a principal address at 6551 Loisdale Court, Suite 115, Springfield, Virginia 22150 (the "ASSIGNOR") and STRAYER UNIVERSITY, INC., a Maryland corporation, having an address at c/o Strayer Education, Inc., 8550 Cinder Bed Road, Newington, Virginia 22122 (the "ASSIGNEE").

WHEREAS, Assignor is the fee simple owner of the real property and improvements located thereon located at 13385 Minnieville Road, Woodbridge, Virginia 22192 and more particularly described on EXHIBIT "A" hereto (the "PROPERTY");

WHEREAS, Assignor and Assignee have entered into that certain Real Estate Purchase Agreement dated January 31, 2002 (the "PURCHASE AGREEMENT") for the sale and purchase of the Property;

WHEREAS, Assignor desires to assign and convey to Assignee and Assignee wishes to accept and assume (i) all assignable, unexpired manufacturers' warranties and guarantees, if any, with respect to any portion of the Property, or the improvements, fixtures and equipment to be transferred with the Property (the "WARRANTIES"); (ii) any and all plans and specifications for all improvements on the Property (the "PLANS AND SPECIFICATIONS"); (iii) all operating licenses, permits and approvals with respect to the Property (the "Licenses"); and (iv) any trade names and other intangible property used in connection with the repair, restoration, use occupancy, operation, management, ownership and leasing of the Property ("GENERAL INTANGIBLES"); and

WHEREAS, concurrently herewith, Assignor is conveying to Assignee all of Assignor's right, title and interest in and to the Property and desires to convey to Assignee all of Assignor's right, title and interest, if any, in and to the Warranties, the Plans and Specifications, the Licenses and the General Intangibles, to the extent that the same may be lawfully assigned.

NOW THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor hereby agrees as follows:

1. Assignor does hereby grant, bargain, sell, convey, transfer, assign and deliver to Assignee, its successors and assigns all of Assignor's right, title and interest, if any, in and to the Warranties, the Plans and Specifications and the General Intangibles.

2. Assignor does hereby grant, bargain, sell, convey, transfer, assign and deliver to Assignee, its successors and assigns all of Assignor's right, title and interest, if any, in and to the Licenses, to the extent that the same may be lawfully assigned.

3. Assignee hereby assumes all of the covenants and obligations required of the Landlord under the Warranties (if any).

4. This Assignment and Assumption Agreement shall bind and inure to the benefit of Assignor and Assignee and their respective successors and assigns.

5. This Assignment and Assumption Agreement shall be governed by the laws of the Commonwealth of Virginia.

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment and Assumption Agreement to be executed as of the date first above written.

ASSIGNOR:

KKB, L.L.C., a Virginia limited liability
company

Attest:                                By:
                                           -------------------------------------
                                           Steven A. McArthur,
                                           Senior Vice President and General
                                           Counsel
---------------------------

EXHIBIT A TO ASSIGNMENT AND ASSUMPTION AGREEMENT

Description of Land

SCHEDULE 5.1.N

PROFFERS

[ATTACHED HERETO]

SCHEDULE 9.3

CAPITAL REPAIRS

1. DC Property - Work related to elevator installation at campus, $33,852.00.

2. DC Property - Repair to floors in mechanical rooms, $7,379.00