ASSET PURCHASE AGREEMENT



            This Asset Purchase Agreement, dated as of December 17, 2002 (this

"AGREEMENT"), is entered into by and among Corinthian Colleges, Inc., a Delaware

corporation, ("BUYER"), Learning Tree University, Inc., a California nonprofit

public benefit corporation (hereinafter "LTU"), LTU Extension, Inc., a

California corporation (hereinafter "LTUX" and referred to herein collectively

with LTU as the "SELLERS" and individually as a "SELLER"), and Michael Gould

(referred to herein as "GOULD").



                                   BACKGROUND



            A. LTU owns and operates two institutions of higher education known

as Learning Tree University located in Chatsworth and Costa Mesa, California,

which provide courses in information technology, business and management,

design, education, health and recreation, language and psychology and writing,

and offer online courses, and sell textbooks and other course-related materials

(hereinafter collectively referred to as the "SCHOOLS," and individually, as a

"SCHOOL"). LTUX provides management oversight and administrative services to LTU

in connection with LTU's operation of the Schools.



            B. Buyer desires to buy, through the payment of cash and the

assumption of certain liabilities of Sellers, and Sellers desires to sell,

substantially all of the assets and properties owned by Sellers and used in the

business of the Schools, upon the terms and conditions hereinafter set forth.



                                    AGREEMENT



            In consideration of the mutual covenants contained in this Agreement

and intending to be legally bound hereby, the parties hereto agree as follows:





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                     ARTICLE I. SALE AND PURCHASE OF ASSETS



SECTION 1.01 PURCHASED ASSETS TO BE TRANSFERRED. Subject to the terms and

conditions of this Agreement, Sellers hereby agrees to sell, assign, convey,

transfer and deliver to Buyer at the Closing (as defined herein), and Buyer

hereby agrees to purchase from Sellers, all of the Sellers' right, title and

interest in, to and under all of the business, properties, assets, goodwill,

rights and claims and property owned by Sellers and used in the business of the

Schools of the types set forth below (the "PURCHASED ASSETS"), free and clear of

all mortgages, pledges, liens, claims, restrictions, encumbrances and security

interests of any kind or nature except for the "Permitted Exceptions" (as such

term is defined in Section 5.07(c)), and except for the Excluded Assets (as

defined in Section 1.02 hereof):



      (a)   ACCOUNTS RECEIVABLE. All of Sellers' accounts receivable, notes

            receivable and other receivables (and causes of action related to

            any of the foregoing) ("ACCOUNTS RECEIVABLE");



      (b)   INVENTORY. All of Sellers' inventory, including without limitation,

            textbooks, course materials and supplies;



      (c)   PROPERTY, PLANT AND EQUIPMENT. All of Sellers' property, plant and

            equipment, including, without limitation, computer hardware,

            printers, other data processing equipment, other machinery and

            equipment, furniture, fixtures, leasehold improvements, furnishings,

            classroom equipment and other tangible personal property used at the

            Schools and/or owned by the Sellers;



      (d)   RECORDS. All of Sellers' records related to or used in connection

            with the operation of the Schools or pertaining to the Purchased

            Assets, including, without limitation, all student records, ledgers,

            financial statements and records, operating data, correspondence,

            employment records, placement records, marketing materials,

            information and data, mailing lists and copies of all documents and

            other information and data filed by Sellers with any state, federal

            or local government authority or any guaranty or accrediting agency,

            whether on computer disk, in paper form or otherwise;



      (e)   CONTRACTS AND LEASES. All of the rights of Sellers under contracts,

            purchase orders and leases applicable to the Schools to which any

            Seller is a party entered into in the course of Sellers' business,

            including, without limitation, those identified as Material Assumed

            Contracts in Schedule 5.08;



      (f)   INTELLECTUAL PROPERTY. All rights of Sellers with respect to

            patents, trademarks, service marks, logos, licenses and copyrights

            (whether or not registered) and all applications and registrations

            therefor, owned or licensed by Sellers, and all rights of Sellers

            with respect to computer programs and software, including those

            described in Schedule 5.09;



      (g)   WARRANTY RIGHTS. All rights of Sellers relating to or arising out of

            express or implied warranties, representations or guarantees from

            suppliers with respect to any of the Purchased Assets, and all

            causes of action arising therefrom;



      (h)   PREPAID EXPENSES AND REFUNDABLE DEPOSITS. All of Sellers' prepaid

            security, vendor, utility and other deposits and expenses;



      (i)   PERMITS. To the extent transferable, Sellers' licenses, permits,

            certifications, approvals and other governmental and regulatory

            authorizations required under all laws, rules and regulations

            applicable to or affecting the Schools, including those described in

            Schedule 5.05(a);





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      (j)   GOODWILL AND OTHER INTANGIBLES. All of the goodwill and going

            concern value of the Schools and all other intangibles used in

            connection with the Schools;



      (k)   CURRICULUM MATERIALS. All rights of Sellers with respect to

            Curriculum used in connection with the educational programs of the

            Schools, whether proprietary or licensed from third parties

            (including all periodic updates to the curriculum as developed or

            used by Sellers or any such third parties); and



      (l)   OTHER ASSETS. All other assets and property of any kind, wherever

            located, which is owned, leased or licensed by Sellers and used in

            the business of the Schools (other than the Excluded Assets),

            including, without limitation, promotional and marketing materials.



SECTION 1.02 EXCLUDED ASSETS. The Excluded Assets shall not be conveyed

hereunder. The "EXCLUDED ASSETS" means:



      (a)   CASH. All of Sellers' cash or cash equivalents, certificates of

            deposit and marketable securities on hand at the Closing and

            Sellers' bank accounts relating thereto; and



      (b)   OTHER ASSETS. Such other assets as are identified on Schedule

            1.02(b) attached hereto.



                           ARTICLE II. CONSIDERATION



SECTION 2.01 PURCHASE PRICE. The purchase price payable to Sellers in connection

with the transfer to Buyer of the Purchased Assets shall be (i) the cash

consideration referred to in Section 2.02, plus (ii) the assumption of

liabilities of Sellers referred to in Section 2.03, plus (iii) the possibility

of additional Earn-Out Consideration (as defined below) as set forth in Section

2.08 (collectively, the "PURCHASE PRICE").



SECTION 2.02 CASH CONSIDERATION. The cash consideration portion of the Purchase

Price (the "CASH PORTION") shall be Three Million Three Hundred Thousand Dollars

($3,300,000.00) (of which $3,275,000 shall be payable to LTU and $25,000 shall

be payable to LTUX subject to the terms and conditions set forth below), subject

to subsequent decrease pursuant to the Post-Closing Purchase Price Adjustment

and payable as follows, by wire transfer of immediately available funds to each

of the Sellers in the amounts set forth below and to the account number(s)

designated by the Sellers on Schedule 2.02: (A) within two (2) business days of

the date of this Agreement, Buyer shall pay to LTU the sum of Six Hundred

Thousand Dollars ($600,000) as a good faith deposit securing Buyer's obligations

hereunder (the "Deposit"), which Deposit shall be credited against Buyer's

obligations to pay the Cash Portion (LTU's and Buyer's rights and obligations

regarding the Deposit if the Closing fails to occur are set forth in Article

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