Form Of Tax Indemnification Agreement

EXHIBIT 10.3


AGREEMENT


This AGREEMENT (the "Agreement") is made as of February 10, 1999, between Argosy Education Group, Inc., an Illinois corporation (the "Company") and Michael C. Markovitz (the "Shareholder").


WHEREAS, the Company has previously elected to be treated as an S Corporation (as defined in Section 1361 of the Internal Revenue Code of 1986, as amended (the "Code"));


WHEREAS, the Shareholder and the Company acknowledge that such S Corporation Election will terminate (the "Termination") prior to completion of a public offering at the Company's stock (the "Initial Public Offering") by reason of the company ceasing to be a Small Business Corporation (as defined in Section 1361 of the Code);


NOW THEREFORE, the parties hereto agree as follows:


1. Payment of Taxes.


(a) The Shareholder agrees to pay all federal, state and local income
taxes payable with respect to the income of the Company (other than
those taxes described in subparagraph 1(b) below) for all taxable
years ending with or prior to the Termination; provided, however, that
if and to the extent that an adjustment is made (as a result of a
final determination made by a competent tax authority) to the
Company's taxable income for any taxable period ending with or prior
to the Termination which results in (i) an increase in income taxes
payable by the Shareholder for any period for which the Shareholder is
required to report income of the Company for a period of the Company
ending with or prior to the Termination and (ii) a tax credit or a
decrease in taxable income of the Company or any other item which
would reduce the income taxes otherwise payable by the Company for any
period following the Termination, then the Company shall promptly make
a payment (the "Company Payment") to the Shareholder in an amount
equal to the present value of the sum (the "Tax Benefits") of (x) such
decrease in taxa ...